What did Spark New Zealand Limited announce?
Spark New Zealand Limited (NZX: SPK) filed “Spark New Zealand Limited FY25 Results” with NZX on 19 August 2025, as a full year results announcement.
From the announcement:““To support the growth of our data centre business, we were pleased to announce we had entered into an agreement to sell a 75% interest to Pacific Equity Partners (PEP) in August.”
- Which company?
- Spark New Zealand Limited (NZX: SPK)
- When was it filed?
- 19 August 2025
- Where is the original?
- NZX announcement
Spark New Zealand Limited FY25 Results
Spark New Zealand Limited
ARBN 050 611 277 Spark City, Level 1, 50 Albert Street, Private Bag 92028, Auckland, New Zealand
MARKET RELEASE – Wednesday, 20 August 2025
Spark announces FY25 results within updated guidance
• Delivering EBITDAI
i
, capex, and FY25 dividend within updated guidance
o Reported revenue
ii
of $3,725m declined 2.5%; adjusted revenue of $3,700m declined 4.2%
o Reported EBITDAI of $1,053m declined 7.7%; adjusted EBITDAI of $1,060m declined 8.9%
o Reported NPAT of $260m declined 17.7%; adjusted NPAT of $227m declined 33.6%
o Final dividend of 12.5 cents per share declared, bringing total FY25 dividend to 25 cents per
share
iii
• Significant transformation on track – with portfolio management delivering $356m
iv
in proceeds from
non-core asset divestments and cost reduction programme delivering $85m in H2 25 vs H2 24
• Sale of 75% stake in data centre business expected to deliver initial cash proceeds of ~$486m
v
at
completion, while retained 25% stake supports long-term shareholder value creation
• New five-year strategy and capital management reset refocus Spark and its capital investment on its
core connectivity business
Spark New Zealand (Spark) today announced its FY25 results within updated guidance, and a new five-
year strategy and capital management reset that refocuses Spark on its core connectivity business.
Spark Chair Justine Smyth said, “The past year has been one of the most challenging periods in Spark’s
history, as we navigated economic headwinds, materially lower customer spending, and ongoing
structural change in some of our markets.
“Not all the challenges we faced were beyond our control, and at our AGM in November we outlined the
significant transformation programme we would implement to improve performance. This included a
renewed focus on our core business, a strategic review of non-core assets, an expanded cost-out
programme, and a focus on realising value from our data centre business.
“We have made good progress since that time. We undertook a strategic review of non-core assets to
recycle capital into our core business and reduce net debt. This culminated in the sale of our remaining
stakes in Connexa and HTAL
vi
, delivering combined proceeds of $356 million.
“To support the growth of our data centre business, we were pleased to announce we had entered into
an agreement to sell a 75% interest to Pacific Equity Partners (PEP) in August. The agreement values
the business at up to $705 million
vii
, which represents a FY25 pro-forma EBITDA
multiple of 30.8x
viii
and
compares favourably to similar transactions.
“The combined $533 million
ix
that will be received in FY26 from the HTAL divestment and initial cash
proceeds from the data centre transaction are expected to reduce our net debt/EBITDAI ratio by 0.5x to
~1.7x.
“This progress lays the groundwork for ongoing performance improvements in the years ahead and is
further supported by the Board’s renewed commitment to disciplined capital management. The dividend
guidance we provide each year will be tied to a new definition of free cash flow (FCF), which now
incorporates changes in working capital and capital expenditure used to operate our core business.
“When these changes are applied to the year ahead, in FY26 we are guiding to free cash flow of $290-
$330 million and a dividend payout ratio of 100% of FCF.
“Recognising the environment has changed significantly since we announced our SPK-26 strategy, the
Board has approved a new five-year strategy that focuses Spark, and its capital investment, from a
broader digital services ambition to its core business of connectivity. Our focus is returning Spark to its
Spark New Zealand Limited
ARBN 050 611 277 Spark City, Level 1, 50 Albert Street, Private Bag 92028, Auckland, New Zealand
history of stable annuity-like returns, with predictable free cash flow and growing dividends over time for
our shareholders.”
FY25 operating performance
Spark’s FY25 financial results include reported and adjusted figures (see note to editors). Reported
revenue of $3,725 million declined 2.5% on FY24, while adjusted revenue of $3,700 million declined
4.2%. Reported EBITDAI of $1,053 million declined 7.7%, while adjusted EBITDAI of $1,060 million
declined 8.9%.
Reported NPAT of $260 million declined 17.7%, while adjusted NPAT of $227 million declined
33.6%. Free cash flow remained steady at $330 million despite reduced EBITDAI, as Spark reduced total
capex by 17.2% to $429 million.
The Board declared a final dividend of 12.5 cents per share, to bring the total dividend in FY25 to
25 cents per share
x
– delivering on updated guidance and taking into account the return of some of the
Connexa sale proceeds. Given the anticipated receipt of proceeds from the data centre transaction and
subsequent reduction in net debt, the Dividend Reinvestment Plan has been suspended for the H2 FY25
dividend.
Mobile service revenue declined 2.3% to $987 million, driven by price competition in enterprise and
government and consumer prepaid, and further impacted by the removal of an insurance product in
consumer pay monthly, which will not reoccur in FY26.
Positively, consumer and SME pay monthly connections grew, and when the impact of insurance is
excluded, second half ARPU – a measure of the revenue earned per customer – increased by around
3%. In enterprise and government, price competition continued to put pressure on ARPU, while the
connection decline stabilised in the second half.
Broadband revenue stabilised, with a small decline of 0.8% to $608 million. Cloud revenues grew 4.4%
to $235 million as public cloud uptake continued to increase, and IT services revenue declined 7.7% to
$144 million in challenging economic conditions. Data centres revenue
xi
continued to grow, increasing
11.1% to $50 million.
The expanded cost-out programme delivered an $85 million reduction in costs in the second half of
FY25, compared to the same period in FY24.
Commenting on the results, Spark CEO Jolie Hodson said, “We have taken decisive action to transform
our business and cost base, with a particular focus on our core business of connectivity.
“Our connectivity products and solutions account for 80% of gross margins and given the scale of our
mobile business it is our number one priority. While our overall mobile service revenue declined during
FY25, performance is stabilising and improving into FY26, and we remain market leader by some
distance.
“In our largest mobile segment, consumer pay monthly, connections and underlying ARPU are growing,
and the mobile fleet reduction we experienced as businesses and government reduced workforces over
the last year has now stabilised. We were also pleased to retain over 95% of our top 50 business
customers, demonstrating the strength of our competitive advantage in the market.
“As we have focused on improving market momentum, we have also reshaped our business to deliver a
more efficient operating model in the face of changing demand. This included the transformation of our
IT and network operations through the establishment of four strategic partnerships with Nokia, Infosys,
HPE, and Microsoft. This enables us to access the scale, capability, and innovation investment of these
global businesses, to drive competitive advantage in New Zealand through the experiences we can
deliver to our customers, at a better cost.
“It is important to acknowledge that undergoing a transformation of this scale has also brought significant
change for our people. It is never easy to make changes that impact our teams, and we do not do so
lightly. But to deliver a leaner, more competitive business, we have made the necessary choices to put
Spark in a stronger position as we move into the years ahead.”
Spark New Zealand Limited
ARBN 050 611 277 Spark City, Level 1, 50 Albert Street, Private Bag 92028, Auckland, New Zealand
SPK-30 Strategy
Spark released a summary of its new five-year business strategy, which builds on the FY25
transformation focus by refocusing Spark to its core business of connectivity from a broader digital
services ambition. The strategy includes four key focus areas – growing core connectivity, simplifying
and optimising beyond the core, and delivering a better network and better customer experiences. These
priorities are enabled by a focus on people and culture, embedding technologies such as AI across
Spark, disciplined financial management, and an enduring commitment to sustainability.
Jolie continued “In an increasingly digital world, our products are only becoming more important and
more relevant for New Zealanders and businesses. Customer use of data continues to grow every year,
AI and digital transformation for productivity and efficiency gains remains an investment priority across
the public and private sectors, and we approach these opportunities with a brand that is the most trusted
in our sector
xii
.
“Our ambition over the next five years is ‘It’s better with Spark’. Whether it’s the returns we deliver to our
shareholders, our network performance, our customer experiences, or the culture we create with our
people – we want it to be better with Spark.
“Our market focus is on our core of connectivity – which includes mobile and broadband in the consumer
and SME market, as well as additional connectivity services in the business market, such as managed
data and networks, collaboration, and IoT.
“In adjacent segments – such as cloud and IT service management – we will simplify and optimise the
services we provide, transition legacy products to more modern solutions, introduce greater levels of AI
and automation, and leverage our new global partnerships to improve customer experiences and
efficiency.
“We will continue to invest in delivering a reliable and trusted network that is there when it matters for our
customers. We are adding satellite-to-mobile services in the second half, and we can leverage the lead
we have on 5G Standalone investment to bring new capabilities and monetisation opportunities to the
market.
“Our focus on productivity continues with our multi-year programme lifting our cost discipline and
efficiency, as we introduce new technologies, partnerships, and further simplify our business.
“Our business fundamentals remain strong. We are the market leader in mobile and broadband, our
customer satisfaction has increased five years running, and we have the most reliable mobile network,
with the widest coverage experience in the country
xiii
. We move into this next chapter with renewed
determination, to deliver more for our customers, our people, and our shareholders.”
Spark will release details of its five-year strategy covering the period FY26-FY30 at an Investor Strategy
Briefing on 11 September 2025.
FY26 guidance
Spark provided the following guidance for FY26, subject to no adverse change in operating outlook.
FY26 guidance deconsolidates data centres from H2 26.
• Adjusted EBITDAI: $1,010-$1,070 million (excluding any gain on sale from the data centre
transaction)
• Free cash flow: $290-$330 million
• BAU capital expenditure: $380-$410 million
• Strategic capital expenditure (data centres): $50-$70 million
xiv
• Dividend payout ratio: 100% of FY26 free cash flow
Authorised by:
Rodney Deacon
Finance Lead Partner – Investor Relations and Commercial
Spark New Zealand Limited
ARBN 050 611 277 Spark City, Level 1, 50 Albert Street, Private Bag 92028, Auckland, New Zealand
For more information contact:
For media queries please contact:
Althea Lovell
Corporate Relations Lead Partner
(64) 21 222 2992
althea.lovell@spark.co.nz
For investor queries please contact:
Rodney Deacon
Finance Lead Partner – Investor Relations and Commercial
(64) 21 631 074
rodney.deacon@spark.co.nz
Note to editors:
Spark’s FY25 financial results include reported and adjusted figures:
Reported
Reported revenue and EBITDAI exclude the data centre business, which is classified as a discontinuing
operation; and include the Connexa transaction gain on sale ($71m) and transformation costs ($53m)
associated with the cost out programme.
Adjusted
Adjusted revenue and EBITDAI include the data centre business and exclude the Connexa transaction
gain on sale ($71m) and transformation costs ($53m) associated with the cost out programme. In
addition, FY24 NPAT has been adjusted to include the data centre business results and exclude the $26
million impact of the government change to tax depreciation rules. This provides a like-for-like, year-on-
year performance comparison.
i
Earnings before finance income and expense, income tax, depreciation, amortisation and net investment income (EBITDAI) and
capital expenditure (CAPEX) are non-Generally Accepted Accounting Principles (non-GAAP) performance measures that are
defined in note 2.5 of Spark’s Annual Report.
ii
Operating revenues and other gains
iii
75% imputed
iv
$309 million from Connexa transaction (net of transaction costs), $47 million from HTAL transaction received 17 July 2025
v
Final net proceeds subject to completion adjustments
vi
Hutchison Telecommunications (Australia) Limited
vii
Headline enterprise value comprising base enterprise value of $575 million and up to a further $130 million of earn-out
enterprise value
viii
Assumes FY25PF EBITDA of $22.9m for Spark data centre business within the transaction perimeter
ix
$47 million from from HTAL transaction received 17 July 2025, initial cash proceeds of ~$486 million from data centre
transaction to be received at completion – final net proceeds subject to completion adjustments
x
75% imputed
xi
Data centres like-for-like revenue changed from previous reporting as Data Centres previously reported under Cloud and those
branded CCL were consolidated. Data centres revenue includes both continuing and discontinuing operations.
xii
TRA brand reputation monitor April – June 2025
xiii
Opensignal Awards – New Zealand: Mobile Network Experience Report, September 2024, based on independent analysis of
mobile measurements recorded during the period June 1 – August 29, 2024 © 2024 Opensignal Limited
xiv
Assumes a transaction completion date of 31 December 2025. The transaction is subject to regulatory and customary consents
including Overseas Investment Office approval.
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Spark New Zealand Limited
Reporting Period 12 months to 30 June 2025
Previous Reporting Period 12 months to 30 June 2024
Currency NZD - New Zealand Dollar
Amount (000s) Percentage change
Revenue from continuing
operations
NZD$3,725,000 (2.5%)
Total Revenue NZD$3,771,000
1
(2.3%)
Net profit/(loss) from
continuing operations
NZD$252,000 (19.0%)
Total net profit/(loss) NZD$260,000 (17.7%)
Interim/Final Dividend
Amount per Quoted Equity
Security
NZD$0.12500000 (comprised only of an ordinary dividend)
Imputed amount per Quoted
Equity Security
NZD$0.03645833
Record Date 10 September 2025
Dividend Payment Date 03 October 2025
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
As at 30 June 2025: NZD$0.38 As at 30 June 2024: NZD$0.41
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
In FY25, the data centre business has been classified as a
discontinuing operation and its results are included in the total
revenue and total net profit/(loss). Changes in Spark’s total
earnings from continuing and discontinuing operations before
finance income and expense, income tax, depreciation,
amortisation and net investment income (adjusted total
EBITDAI) are provided in the addendum.
Authority for this announcement
Name of person
authorised
to make this announcement
Stewart Taylor, Chief Financial Officer
Contact person for this
announcement
Rodney Deacon Finance Lead Partner – Investor Relations &
Commercial
Contact phone number +64 21 631 074
Contact email address investor-info@spark.co.nz
Date of release through MAP
20 August 2025
Audited financial statements accompany this announcement.
Addendum:
Amount (000s) Percentage
change
Adjusted total EBITDAI (adjusted total earnings from
continuing and discontinuing operations before finance
income and expense, income tax, depreciation,
amortisation and net investment income)
2
NZD$1,060,000 (8.9%)
1
Total Revenue includes revenue from continuing and discontinuing operations.
2
Adjustments in the FY25 adjusted earnings from continuing and discontinuing operations
before finance income and expense, income tax, depreciation, amortisation and net investment
income (adjusted total EBITDAI) reflected the impact of the net gain on sale of the remaining
Connexa investment of $71 million, the transformation costs associated with Spark’s SPK-26
Operate Programme amounted to $53 million and any associated tax impacts (nil FY24).
Adjusted total EBITDAI is a non-GAAP measure which is defined and reconciled in note 2.5 of
Spark’s financial statements.
---
Distribution Notice
1
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
Section 1: Issuer information
Name of issuer Spark New Zealand Limited
Financial product name/description Ordinary shares
NZX ticker code SPK
ISIN (If unknown, check on NZX
website)
NZ TELE0001S4
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies No
Record date 10 September 2025 AUST, NZ & USA;
Ex-Date (one business day before the
Record Date)
09 September 2025 AUST, NZ & USA;
Payment date (and allotment date for
DRP)
03 October 2025 AUST & NZ;
13 October 2025 USA
Total monies associated with the
distribution
NZD$236,165,313
(1,889,322,507 shares @ $0.125 per share)
Source of distribution (for example,
retained earnings)
Retained earnings
Currency NZD – New Zealand Dollar
Section 2: Distribution amounts per financial product
Gross distribution NZD$0.16145833
Gross taxable amount NZD$0.16145833
Total cash distribution NZD$0.12500000
Excluded amount (applicable to listed
PIEs)
N/A
Supplementary distribution amount NZD$0.01654412
Section 3: Imputation credits and Resident Withholding Tax
Is the distribution imputed
Fully imputed
Partial imputation
No imputation
If fully or partially imputed, please
state imputation rate as % applied
1
23%
Imputation tax credits per financial
product
NZD$0.03645833
Resident Withholding Tax per
financial product
NZD$0.01682292
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
N/A
Start date and end date for
determining market price for DRP
Date strike price to be announced (if
not available at this time)
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
DRP strike price per financial product
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Stewart Taylor, Chief Financial Officer
Contact person for this
announcement
Rodney Deacon, Finance Lead Partner - Investor
Relations and Commercial
Contact phone number +64 21 631 074
Contact email address investor-info@spark.co.nz
Date of release through MAP
20 August 2025
---
Spark Annual
Report FY25
Hello tomorrow
About this report1
About Spark2
Performance snapshot4
Chair’s address6
CEO review8
How we create value10
Creating value for shareholders12
Our performance16
Our Board and Leadership Squad20
Remuneration Report46
Governance54
Risk management69
Financial statements
Financial statements 71
Notes to the financial statements77
Independent auditor's report120
Appendix
Spark’s managing risk framework roles and responsibilities 125
Sustainability appendix126
Glossary130
Contact details132
Contents
Our network and
technology
page 28
Our customers
page 24
Our environment
page 32
Our communities
page 36
Our people
page 40
About this
report
• This report covers the activities of Spark New Zealand Limited
and its subsidiaries for the period 1 July 2024 to 30 June 2025.
• This is an integrated report that covers our financial performance
alongside the economic, social, and environmental factors that
underpin our short, medium, and long-term value creation for
our shareholders and other stakeholders.
• To inform our approach we have applied the International <IR>
Framework and the Global Reporting Initiative (GRI) standards,
two widely adopted global reporting standards. See pages
126 – 129 for more information on our approach to sustainability
reporting.
• This Annual Report is published alongside a suite of other
disclosures, including our Corporate Governance Statement,
Climate-related Disclosures Report, Modern Slavery and Human
Rights Statement, and Environmental, Social and Governance
(ESG) Data Pack.
• For the full suite of FY25 disclosures please visit
spark.co.nz/governance
• This report is dated 20 August 2025 and is signed on behalf
of the Board of Spark New Zealand Limited by Justine Smyth,
Chair; and Gordon MacLeod, Chair Audit and Risk Management
Committee.
Gordon MacLeod
Chair Audit and Risk
Management Committee
Justine Smyth CNZM
Chair
Key dates
Investor Strategy
Briefing
11 September 2025
Annual Meeting
7 November 2025
FY26 half-year
results announcement
27 February 2026
FY26 year-end
results announcement
21 August 2026
Spark Annual
Report FY25
Climate-related
Disclosures Report FY25
Modern Slavery and
Human Rights Statement FY25
Corporate Governance
Statement FY25
Spark New Zealand Annual Report FY25Hello tomorrow
1
Spark is New Zealand’s largest telecommunications
company. Our customers range from individual
New Zealanders and households to small businesses,
government, and large enterprise clients. Across all
our services – mobile, broadband, digital services,
and digital infrastructure – we have relevance for
almost every New Zealander.
2.6m+
mobile connections
About
Spark
Market share
in mobile and broadband
1
Most reliable
mobile network
with the widest coverage
experience
2
#
1
2
About Spark
About Spark
1. IDC New Zealand mobile market share report as at 30 June 2025.
2. Opensignal Awards – New Zealand: Mobile Network Experience Report, September 2024, based on independent analysis of mobile
measurements recorded during the period June 1 – August 29, 2024 © 2024 Opensignal Limited.
3. Total headcount as of 30 June 2025. Spark FTE (full time employee) number is 3,847 as of 30 June 2025.
4. Towns with a population over 1,500.
5. Includes Spark active equipment on 1,600 third party towers, 572 Rural Connectivity Group (RCG) towers and 90 small cells active at 30 June 2025.
23MW
Over 23MW data centre capacity
2,262
mobile sites housing our
active infrastructure
5
50%+
of the population reached
by our 5G network
4
99%
of New Zealanders reached
by our 4G network
24
regional business hubs
59
retail stores
4,043
employees
3
1,100+
enterprise and government
customers
110 k+
small-medium business customers
660k+
broadband connections
+40
customer net promoter score
2. 37m+
devices connected to our Internet
of Things (IoT) network
Spark New Zealand Annual Report FY25Hello tomorrow
3
Reported operating revenues and other gains
1
$3,725m
2.5% decrease vs FY24
Mobile service revenue
$987m
2.3% decrease vs FY24
Adjusted EBITDAI
2,3
$1,060 m
8.9% decrease vs FY24
IT revenue
5
$666m
2.6% decrease vs FY24
Reported net earnings
4
$260m
17.7% decrease vs FY24
Data centre revenue
5,6
$50m
11.1% increase vs FY24
Adjusted operating revenues and other gains
2
$3,700m
4.2% decrease vs FY24
Broadband revenue
$608m
0.8% decrease vs FY24
Reported EBITDAI
1,3
$1,053m
7.7% decrease vs FY24
Adjusted net earnings
2
$227m
33.6% decrease vs FY24
Performance
snapshot
1. Reported revenue and EBITDAI excludes the results of the data centre business which has been classified as a discontinuing operation in the financial statements.
2. Adjusted numbers in FY25 include the impacts of removing the $71 million gain on sale of the remaining investment in Connexa, and the $53 million transformation
costs associated with Spark’s SPK-26 Operate Programme and any associated tax impacts. They also include the results of the data centre business for both years which
has been classified as a discontinuing operation in the financial statements. The prior year net earnings has been adjusted for the $26 million impact of the government
change to tax depreciation rules for buildings.
3. Earnings before finance income and expense, income tax, depreciation, amortisation and net investment income (EBITDAI) and capital expenditure (CAPEX) are
non-Generally Accepted Accounting Principles (non-GAAP) performance measures that are defined in note 2.5 of the financial statements.
4. Reported net earnings includes earnings from both continuing and discontinuing operations.
5. The prior year IT revenue and data centre revenue has been restated to more accurately reflect how these products are viewed.
6. Data centre revenue includes both continuing ($4 million) and discontinuing operations ($46 million).
7. Free cash flow is a non-GAAP measure and is defined on page 7 of Spark's FY25 Detailed Financials.
8. Reported return on invested capital (ROIC) is calculated as net operating profit (EBITDAI less depreciation and amortisation for both continuing and discontinuing
operations) after tax (at 28%) as a percentage of average invested capital (total debt including leases plus equity).
4
Performance snapshot
Performance snapshot
Capital expenditure
3
$429m
17.2% decrease vs FY24
Reported return on invested capital
8
8.7%
Adjusted free cash flow
7
$330m
no change vs FY24
Spark New Zealand Annual Report FY25Hello tomorrow
5
Chair‘s
address
Tēnā koutou,
The past financial year has been one of the most challenging
periods in Spark’s history, as we navigated economic headwinds,
materially lower customer spending, and ongoing structural change
in some of our markets. We acknowledge that not all the challenges
we faced were beyond our control and understand our shareholders
will rightly be concerned by our performance over the past year.
At our AGM in November, I outlined the action we would take to
stabilise performance. Good progress has been made against these
priorities since that time, and we have also reviewed Spark’s future
strategy and capital management settings to improve shareholder
returns over the long term.
Transforming today, for a stronger tomorrow
Through our transformation programme we have taken decisive
action in four key areas – refocusing Spark on our core business of
connectivity, simplifying our portfolio by divesting non-core assets,
expanding our cost-reduction programme, and generating value
through our data centre strategy.
Connectivity is at the heart of Spark. Our connectivity services across
the consumer, SME, and business markets account for 80% of gross
margins. This is why we have renewed our focus on our core, and in
particular building momentum in the mobile market.
To support this focus and recycle capital into our core business, we
undertook a strategic review of non-core assets. This culminated in
the sale of our remaining stakes in Connexa and Hutchison
Telecommunications (Australia) Limited, delivering combined
proceeds of $356 million.
Our expanded cost-out programme introduced four new global
partnerships into our network and IT operations, which enables us to
improve customer experiences while underpinning significant cost
reductions.
To support the growth of our data centre business, we commenced
a process during the year to identify a capital partner. At the start
of August, we announced we had entered into an agreement to sell
a 75% interest in our data centre business to Pacific Equity Partners
(PEP)
1
– valuing the business at up to $705 million
2
and securing a
funding pathway to build out our planned 130MW+ development
pipeline.
Justine Smyth
CNZM
6
Chair’s address
Chair’s address
PEP is one of Australia’s leading private capital managers, with a
strong track record of growing businesses across New Zealand and
Australia. Through this partnership we will realise value for our data
centre assets in the short term, while also continuing to participate
in the growing market through our 25% retained stake – creating
further value for our shareholders over the long term.
The Board declared a final dividend in August 2025 of 12.5 cents
per share, to bring the total FY25 dividend to 25 cents per share –
delivering on updated guidance and taking into account the return
of some of the Connexa sale proceeds.
Finally, our return on invested capital (ROIC)
3
in FY25 of 8.7% was
in excess of our cost of capital and continues to outperform the
majority of our global peers.
Resetting capital management for long-term
shareholder value
As part of our transformation focus, the Board undertook a review
of Spark’s capital management settings to maximise shareholder
value. Our updated Capital Management Framework has three core
focus areas – maintaining financial strength, ensuring an appropriate
return on our investments, and sustainable shareholder returns.
From FY26, we have made changes to our Dividend Policy to support
a sustainable dividend funded by free cash flow (FCF). Our definition
of FCF now includes changes in working capital and capital
expenditure used to operate our core business. Moving forward,
the only capital expenditure excluded from FCF will be spectrum
and strategic investments outside our core business, such as data
centres. We have also changed our target dividend payout ratio to
70–100% of FCF, to provide flexibility if needed in the future.
In practice, this means the dividend guidance we provide each
year will be tied to forecast free cash flows, which will also be
included within guidance. In FY26 we are guiding to free cash flow
of $290–$330 million and a dividend payout ratio of 100%.
Board renewal
In a year of significant change for Spark we have also taken the
opportunity to undertake Board renewal, with three new
independent, non-executive directors joining in FY26, which will
bring further depth and breadth to an already experienced board.
Lindsay Wright, Vince Hawksworth, and Tarek Robbiati bring broad
governance and senior management experience, and deep sector
knowledge across the telecommunications, capital markets,
infrastructure investment, and retail customer sectors.
Gordon MacLeod and Sheridan Broadbent will retire from the Board
during FY26 and I would like to thank them both for the significant
contribution they have made over the past three years and wish
them every success in the future.
Looking to the future
As we look ahead, we are firmly focused on returning Spark to
topline growth and improving shareholder returns. Recognising the
market has changed significantly since we announced our SPK-26
strategy, the Board has approved a new five-year strategy that
refocuses Spark from an ambition to become a broader digital
services business to its core of connectivity.
Through this new strategy our ambition is to deliver stable annuity-
like returns, with sustainable free cash flow funding a growing
dividend profile over time.
Your Board and Management remain committed to realising
these ambitions in the years ahead and thank you for your
continued support.
Ngā mihi
Justine Smyth CNZM
Chair
1. Transaction subject to regulatory and customary consents.
2. Headline enterprise value comprising base enterprise value of $575 million and up to a further $130 million of earn-out enterprise value.
3. ROIC is calculated as net operating profit (EBITDAI less depreciation and amortisation for both continuing and discontinuing operations) after tax (at 28%)
as a percentage of Invested Capital (total debt including leases plus equity). Peers are comparable telecommunications companies.
Spark New Zealand Annual Report FY25Hello tomorrow
7
CEO
review
Jolie Hodson
MNZM
Tēnā koutou,
Over the past year, like many businesses across New Zealand,
we have continued to experience the impacts of a recessionary
environment, felt more acutely due to our exposure to the
enterprise and government markets through our scale IT business.
We completed FY25 with adjusted EBITDAI
1
of $1,060 million, in
line with revised guidance but down 8.9% on FY24. Adjusted NPAT
of $227 million was down 33.6%. Free cash flow of $330 million
was the same as in FY24 despite lower earnings, as we reduced
total capex by 17.2% to $429 million.
While we are not immune to economic volatility, we accept
responsibility for our performance and have undertaken a
significant transformation programme to reset the business and
leverage our strong foundations. We are making good progress,
laying the groundwork for ongoing performance improvements in
the years ahead.
Refocusing on our core of connectivity
Connectivity is our core business, with mobile alone contributing
over half of our group gross margin – making this our number
one priority.
Our overall mobile service revenue reduced during the year, driven
primarily by the removal of an insurance product in consumer,
aggressive pricing and reducing workforces in the enterprise
and government segment, and more competition in consumer
prepaid. Positively in consumer and SME pay monthly (the largest
part of the market) connections grew and when we exclude the
one-off impact of insurance, ARPU – our measure of the revenue
we earn per customer – increased by around 3% in the second half.
The prepaid market was tougher and is characterised by more
competition in the value segments of the market. Here we saw
connections decline, while our December plan refresh and price
increases maintained ARPU.
Enterprise and government comprises around 10% of our mobile
service revenues, and while price competition continues to put
pressure on ARPU, we were pleased to see the connection decline
stabilise in the second half.
We have implemented a significant programme of activity that is
driving momentum into FY26 – including new high data plans,
brand campaigns, and new price points across the market. This is
moving the dial – with our market share stabilising in the fourth
quarter and Spark remaining #1 mobile provider
2
by some
distance, with 42% total market share.
We were also pleased to be named ‘New Zealand’s most reliable
mobile network with the widest coverage experience’ in The
New Zealand Mobile Network Experience Report, released by
Opensignal
3
during the year. This recognises the significant and
sustained investment we make into our network each year, which
underpins our most valuable market.
Transforming our cost base and technology
delivery model
As we expanded the focus of our cost-reduction programme, we
undertook a significant organisational redesign to align our
business to our new transformation priorities, and to simplify our
8
CEO review
CEO review
enterprise and government division in the face of changing market
demand. We integrated our cloud and data and AI subsidiaries
into Spark to create a more efficient operating model and connected
experience for our customers, improved utilisation, and undertook
a simplification programme across our product portfolio.
We also transformed our technology delivery model, which refers
to how we operate our IT and network functions across the business.
When we looked at our global peers, many had already moved to
new partnership models in these areas of their businesses. Their
experience showed that a partnership model would not only enable
greater efficiency by leveraging existing global resources, but also
create better customer experiences by tapping into the
considerable investments these companies make into new products,
services, and technologies.
Our new technology delivery model includes four key partnerships
– Nokia in network, Infosys and HPE in IT, and Microsoft in cloud.
Our network partnership with Nokia will enable us to accelerate
our use of AI and automation in our network for better customer
experiences, while delivering network operations more efficiently.
Our IT partnership with Infosys will help us deliver digital and
AI-driven customer experiences more quickly, while our IT
partnership with HPE will ensure that our IT environments are
continuously updated in line with advancements in technology.
Finally, our cloud partnership with Microsoft will support us to
continue providing compelling hybrid cloud options for our
customers, while modernising our own cloud environment and
improving overall cloud margins.
Undertaking a transformation of this scale has brought significant
change for our people. It is never easy to make changes that impact
our teams, and we do not do so lightly. But to deliver a leaner, more
competitive business in a changing market, we have had to make
tough but necessary choices to set Spark up for future growth, and
to ensure our cost base is sustainable.
We also continued to invest in our artificial intelligence (AI) capability,
which is leading in New Zealand. The AI tools we are implementing
are improving the productivity of our people and delivering tangible
benefits for our customers – such as shorter wait times in our call
centres and faster identification and resolution of network issues.
With the acceleration of agentic AI, and the capability of our global
partners, we will continue to expand this capability to underpin both
cost and experience improvements in FY26.
Overall, we delivered an $85 million reduction in costs in the
second half of FY25, compared to the same period in FY24.
This has helped ensure we are in a stronger position as we move
into FY26, and as we embark on our new five-year strategy.
Our new five-year strategy
In an increasingly digital world, our products and solutions are only
becoming more important and more relevant for New Zealanders
and businesses. Customer data use continues to grow every year,
data centre capacity demand is growing off the back of strong AI
and cloud uptake, and digital transformation for productivity and
efficiency gains remains an investment priority across the public
and private sectors.
Our SPK-30 strategy takes a long-term view, recognising the scale
and pace of technological change that is reshaping customer
expectations, ways of working, and the products and services we
offer. This longer time frame provides our shareholders with clarity
around Spark’s strategic priorities, and where we will invest to
differentiate Spark from our competitors.
At the heart of our strategy is our ambition, It’s better with Spark.
Spark has a proud history in New Zealand – we are the country’s
largest telecommunications provider, we make significant
investments into connectivity every year, and our brand is the most
trusted in our sector nationally
4
. Our customers are at the centre of
everything we do, and we are proud to have improved customer
satisfaction five years running. Over the next five years our ambition
is clear – whether it’s our network performance, our customer
experiences, or the workplace culture we create with our people
– we want it to be better with Spark.
Where we focus our investment is also clearly defined through this
new strategy. Our focus is on our core of connectivity – which
includes mobile and broadband in the consumer and SME market,
as well as additional connectivity services in the business market,
such as managed data and networks, collaboration, and IoT.
To enable a greater focus on core connectivity, in adjacent segments
– such as cloud and IT service management – we will simplify our
operations and optimise the margin contribution of these businesses
by leveraging greater levels of AI and automation, and our new
global partnerships.
Underpinning these focus areas are four key enablers – people and
culture, embedding technologies such as automation and AI within
our operations, cost and financial discipline, and our ongoing
commitment to sustainability.
Guided by our new strategy, we move into FY26 with renewed
determination to return Spark to its history of stable performance,
and deliver globally competitive shareholder returns.
In closing I would like to acknowledge our Spark people, who have
experienced a year of significant change as we have transformed
our business and thank our teams for the support they provide to
our customers each and every day.
And to you, our shareholders – we thank you for your continued
support.
Ngā mihi
Jolie Hodson MNZM
CEO
1. Our FY25 financial results have been split into reported and adjusted numbers. Adjusted revenue and EBITDAI include the data centre business and exclude the
Connexa transaction gain on sale ($71m) and transformation costs ($53m) associated with the cost out programme. In addition, FY24 NPAT has been adjusted to
include the data centre business results and exclude the $26 million impact of the government change to tax depreciation rules. This provides a like-for-like, year-on-
year performance comparison.
2. Market share estimates sourced from IDC as at 30 June 2025.
3. Opensignal Awards – New Zealand: Mobile Network Experience Report, September 2024, based on independent analysis of mobile measurements recorded
during the period June 1 – August 29, 2024 © 2024 Opensignal Limited.
4. TRA brand reputation monitor April – June 2025.
Spark New Zealand Annual Report FY25Hello tomorrow
9
INPUTS
What we rely on to operate
our business
OUR BUSINESS MODEL
How we use these inputs to create outputs and outcomes
Network &
Technology
Our mobile and fixed
networks, technology,
and data centres
People
Skilled, engaged and
effective teams
Nature
Energy, water, materials,
and land we use in our
operations
Partnerships
Global and local partnerships
that strengthen and broaden
our capability
How we
create value
Relationships
With customers, suppliers,
communities and
stakeholders
Finance
Strong balance sheet
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UNDERPINNED BY STRONG GOVERNANCE
AND OUR VALUES
Whakamana (We empower)
Matomato (We succeed together)
Tūhono (We connect)
Māia (We are bold)
OUR PURPOSE
To help all of New Zealand win big in a digital world
10
How we create value
How we create value
OUTPUTS
What we aim to create
OUTCOMES
The benefits of these outputs
See pages 12 – 15
See page 40
See page 28
See page 24
See page 32
See page 24 and 36
Connected and enabled
New Zealanders
Reliable connectivity
for our customers
Skilled, safe and diverse
workforce
Employment and skill
development
Protecting the environment
and supporting New Zealand’s
decarbonisation
Reduced use of
natural resources
Resilient, automated
and adaptive network
and technology
Connected New Zealand
and resilient digital
economy
Improved customer
experience, digital equity,
and supply chain practices
Better customer experience,
social outcomes, and
participation
Financial growth and
shareholder returns
Creating value for
shareholders
Spark New Zealand Annual Report FY25Hello tomorrow
11
We recognise our performance has
not met shareholders expectations
in FY25, and we remain focused on
transforming our business to improve
shareholder returns in the years ahead.
The recessionary economic environment in New Zealand created
a challenging operating environment for Spark throughout FY25.
Lower consumer spending resulted in higher levels of price
competition in the market, while materially lower government and
business spending reduced demand in Spark’s IT business.
As businesses reduced workforces this also flowed through to lower
numbers of mobiles needed for employees.
At the same time, we continued to experience structural changes
in some of our markets and performance was not where it needed
to be in others – and we take responsibility for this. This was a year
of facing into those challenges, setting a plan for immediate
transformation, and a strategy for the years ahead.
Our strong fundamentals and position in the telecommunications
sector remain. Spark has New Zealand's most reliable mobile
network, with the widest coverage experience in the country
1
.
We are the market leader in the growing mobile market (leading
the consumer segment in pay monthly and prepaid connections),
in broadband, and in the SME and enterprise and government
segments.
As New Zealand continues to digitise, our products and solutions
are only becoming more important and relevant. New Zealanders
continue to use more data every year, data centre growth is strong,
and digital transformation remains an investment priority for
businesses, and we approach these opportunities with a brand
that is the most trusted in our sector
2
nationally.
1. Opensignal Awards – New Zealand: Mobile Network Experience Report, September 2024, based on independent analysis
of mobile measurements recorded during the period June 1 – August 29, 2024 © 2024 Opensignal Limited.
2. TRA brand reputation monitor April – June 2025.
Transforming today,
for a stronger tomorrow
Creating value
for shareholders
12
Creating value for shareholders
Creating value for shareholders
During FY25 we established four strategic priorities to transform our
performance:
Market momentum in our telco core
We renewed our focus on our core business, with a particular focus
on our market of mobile, to build momentum and strengthen our
market leadership. While the mobile market was challenging in
FY25, this renewed focus has improved performance as we move
into FY26 – with ARPU growth in consumer (our measure of how
much revenue we earn from each customer), connection
stabilisation in enterprise and government, and Spark stabilising
its market share
3
in the fourth quarter.
Simplified portfolio
We reviewed non-core assets to consider if Spark remained the
best owner, or if greater shareholder value could be created from
divestment. This culminated in the divestment of our Connexa and
HTAL
4
shareholdings, generating combined proceeds of
$356 million
5
.
In our enterprise and government division, we undertook a
significant simplification programme focused on integrating
subsidiaries into Spark and product rationalisation for improved
customer outcomes.
Transformed cost base
We transformed our IT delivery model, which refers to how we
operate our network and IT at Spark, through the formation of four
strategic global partnerships – with Microsoft, Nokia, Infosys and
HPE. We are leveraging the scale and capability of these partners
to augment our own expertise and deliver efficiency and customer
experience improvements.
Combined with a review of our broader Spark operating model,
our workforce reduced by approximately 1,300 full-time employees
at the end of FY25. This reduction in labour costs, combined with
other reductions in opex and product costs, supported savings
of $85 million in the second half of FY25 compared to the same
period in FY24.
Generating value through our data centre
strategy
We undertook a process to identify a capital partner for our data
centre business, to enable Spark shareholders to benefit from this
rapidly growing sector in the long-term, without shouldering the full
capital investment required.
This culminated in an agreement to sell a 75% interest in our data
centre business to Pacific Equity Partners (PEP)
6
– valuing the business
at up to $705 million
7
and securing a funding pathway to build out
our planned 130MW+ development pipeline.
Through this partnership we will realise value for our data centre
assets in the short term, while also continuing to participate in the
growing market through our 25% retained stake – creating further
value for our shareholders over the long term.
3. Market share estimates sourced from IDC as at 30 June 2025.
4. Hutchison Telecommunications (Australia) Limited (HTAL).
5. $309 million from Connexa transaction (net of transaction costs), $47 million from Hutchison Telecommunications (Australia) Limited
(HTAL) transaction received 17 July 2025.
6. Transaction subject to regulatory and customary consents.
7. Headline enterprise value comprising base enterprise value of $575 million and up to a further $130 million of earn-out enterprise value.
Spark New Zealand Annual Report FY25Hello tomorrow
13
Resetting capital management
In line with our transformation focus, the Board undertook a review
of Spark’s capital management settings, to consider shareholder
value creation in the context of current market performance and
Spark’s future strategic priorities. The key components of the new
Capital Management Framework include:
To maintain financial strength, we are focused on a strong balance
sheet, and targeting metrics consistent with our current credit rating.
When considering investment and portfolio management,
investments and M&A for growth must meet our hurdle rates –
which include being net present value (NPV) positive, with ROIC
greater than the cost of capital. New definitions of capex have also
been introduced – with BAU capex covering all capital investment
in our core business (with the exception of spectrum), and strategic
capex including any capital investment outside the core business,
such as data centres. A long-run target of capex to revenue of
10–12% has been maintained.
To deliver sustainable shareholder returns, Spark’s Dividend Policy
has been updated. The dividend guidance we provide each year
will be tied to a new definition of free cash flow (FCF), which now
incorporates changes in working capital and capital expenditure
used to operate our core business. Moving forward, the only capital
expenditure excluded from FCF will be spectrum and strategic
investments outside our core business. We have also changed our
target dividend payout ratio to 70-100% of FCF, to provide flexibility
if needed in the future.
When applied to FY26, we are guiding to FCF of $290–$330 million
and a dividend payout ratio of 100% of FCF.
Looking to the future
Overall good progress has been made, but more must follow.
We move into FY26 with a new five-year strategy that builds on our
transformation focus and is designed to return Spark to its history
of stable performance, while maintaining globally competitive
shareholder returns.
Our vision is It’s better with Spark. Better for our shareholders, better
for our customers, better for our people, and better for New Zealand
as a whole. This speaks to our ambition to maintain and grow our
leadership position in the market, grounded in the things that matter
to our customers – delivering a better network, and better customer
experiences.
Our focus is on our core of connectivity – which includes mobile and
broadband in the consumer and SME market, as well as additional
connectivity services in the business market, such as managed data
and networks, collaboration, and IoT. In segments beyond the core,
we will simplify and optimise our business to improve margins while
continuing to deliver great experiences for our customers.
Our new strategic plan is shared on the following page. Across the
remainder of this report, we outline our financial and non-financial
performance across a range of areas that support our success in
the marketplace and therefore shareholder returns. This includes
how we serve our customers, how we invest in our network and
technology, how we reduce our impact on the environment, how
we maintain our licence to operate with our communities, and
how we invest in our employees.
For running header don't delete
14
Creating value for shareholders
Our Strategic Choices
Our AmbitionOur Purpose
Our Enablers
Technology
and AI
People and
culture
Financial
discipline
Sustainable
Spark
Lead in core
connectivity
Simplify and
optimise beyond
the core
1
2
Better network
Better customer
experiences
It’s better
with Spark
To help all of
New Zealand
win big in a
digital world
SPK-30 Strategy
Spark New Zealand Annual Report FY25Hello tomorrow
15
Our performance
1. EBITDAI is a non-GAAP performance measure that is defined in note 2.5 of the financial statements.
2. Reported revenues, operating expenses, and EBITDAI exclude the results of the data centre business which has been classified as a discontinuing operation in the
Financial Statements.
3. Reported net earnings and basic earnings per share includes earnings from both continuing and discontinuing operations.
4. Adjusted numbers in FY25 include the impacts of removing the $71 million gain on sale of the remaining investment in Connexa, and the $53 million transformation
costs associated with Spark’s SPK-26 Operate Programme and any associated tax impacts. They also include the results of the data centre business for both years which
has been classified as a discontinuing operation in the Financial Statements. The prior year net earnings has been adjusted for the $26 million impact of the
government change to tax depreciation rules for buildings.
5. This represents the H1 FY25 first-half dividend of 12.5 cents per share, together with the H2 FY25 second-half ordinary dividend declared of 12.5 cents per share.
Referenced on page 106.
$ Million
Mobile
Broadband
IT revenue
Procurement
and partners
Voice
High-tech
Other operating
revenue and
other gains
Gain on divestment
of Connexa
FY25 FY24
1,600
1,400
1,200
1,000
800
600
400
200
0
$3,725m
reported (down 2.5%)
$3,700m
adjusted (down 4.2%)
Reported basic earnings per share
3
14.0 cents
19.1% decrease vs FY24
Adjusted basic earnings per share
4
12.3 cents
34.2% decrease vs FY24
Dividends per share
5
25.0 cents
Reported EBITDAI
1,2
$1,053m
7.7% decrease vs FY24
Adjusted EBITDAI
1,4
$1,060 m
8.9% decrease vs FY24
Adjusted net earnings
1,4
$227m
33.6% decrease vs FY24
Reported net earnings
3
$260m
17.7% decrease vs FY24
Operating revenues and other gains
Reported revenues
2
• Mobile service revenue reduced $23 million or 2.3%. This was
driven by continued price pressure in enterprise and government
and consumer prepaid, the removal of a Spark-owned insurance
product in consumer pay monthly. Non-service revenue
increased $2 million, or 0.4%, with an uplift in wholesale device
sales largely offset by lower volumes of handset and accessories
sales in the consumer market.
• Within mobile, consumer and SME pay monthly connections
grew 0.5%, while ARPUs declined 0.6pp – impacted by the
reduction in insurance revenue, which will not reoccur in FY26.
Excluding the impact of insurance, H2 ARPU increased 3%. In
consumer prepaid, connections declined 5.2% while ARPU
grew 0.7%, as new offers were introduced. In enterprise and
government, ARPU declined 13.9%, however the reduction in H2
improved on H1. Connections declined 1.9% and stabilised in H2.
• Broadband revenue declined $5 million, or 0.8%, with the
benefit of price increases offset by a decline in broadband
connections of 26,000, or 3.8%, in a highly competitive market.
• IT revenue declined $18 million, or 2.6%. Continued uptake of
public cloud drove cloud revenue growth of $10 million, or
4.4%, which was more than offset by a $22 million decline in
managed data and networks, due to declines in legacy WAN
revenues, and a $12m decline in IT services revenue, as tough
economic conditions dampened demand.
Reported and adjusted results
Spark’s FY25 financial results include reported and adjusted figures. Reported EBITDAI includes continuing operations and removes the results
of the data centre business, which is classified as a discontinuing operation. This means data centre net earnings are disclosed separately in the
Financial Statements. Adjusted numbers include the results of the data centre business, remove the $71m gain on sale from the Connexa stake
and the $53 million of transformation costs in FY25, and in FY24 remove the $26 million impact of the government change to tax depreciation
rules for buildings. This provides a like-for-like, year-on-year performance comparison. A detailed reconciliation is contained on page 9 of
Spark’s Detailed Financials.
• Procurement and partners revenue decreased $10 million, or
1.8%, mainly due to lower procurement volumes across the
customer base, noting this was offset by associated lower
procurement costs.
16
Our performance
Our performance
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
$ Million
Product
costs
LabourOther
FY25 FY24
0
100
200
300
400
500
600
Depreciation
and
Amortisation
Net
Finance
Expense
Tax
Expense
$ Million
FY25 FY24
Operating expenses
Reported operating expenses
2
• Product costs decreased $17 million, or 1.0%, with declines
broadly in line with decreases in associated revenues. The major
declines were associated with lower mobile handset sale
volumes, reduced voice connections, lower procurement
volumes, and product cost savings, partly offset by higher
broadband input costs.
• Labour costs decreased by $68 million, or 13.4%, as the business
undertook a transformation of its operating model.
• Other operating expenses increased $78 million, or 18.4%, due
largely to transformation costs (totalling $53 million) and CPI
increases in software licence costs impacting computer costs
and increased network support costs due to network expansion.
Adjusted operating expenses
4
• Total adjusted operating expenses (including data centre costs
and removing the transformation costs) decreased by $58m, or
2.1% from FY24.
$2,672m
reported (down 0.3%)
$2,640m
adjusted (down 2.1%)
Other
• Total depreciation and amortisation increased $78 million, or
15.2%, largely driven by higher costs associated with the
increased capital spend in prior years combined with increased
depreciation on right-of-use assets in line with increased mobile
tower and property leases.
• Net finance expense increased $4 million, driven by higher debt
levels, as well as increased interest on leases due to long-term
infrastructure leases.
• Tax expense decreased $101 million, largely due to decreased
earnings before tax, the non-taxable gain on sale of Connexa and
the cycling of $26 million additional tax in the prior year relating to
the tax depreciation on buildings.
• Voice revenues declined $30 million, or 16.7%, in line with the
long-term trend. Legacy voice revenues now contribute only 4%
of total company revenue.
• High-tech revenue increased $5 million, or 6.3%, driven by
strong connection and revenue growth in the IoT business.
• Other operating revenue declined $16 million, or 11.4%, largely
due to lower network build work in Entelar.
• Other gains of $102 million includes the $71 million gain on sale
of Connexa investment. Excluding this gain the remaining other
Net earnings from discontinuing operation
The data centres business has been classified as a discontinuing operation held for sale at 30 June 2025 resulting in separate disclosure of its
net earnings after tax of $8 million, an increase of $3 million from FY24. The increase in earnings is largely due to revenue growth of $5 million,
or 12.2%, driven by scaling utilisation, customer wins, and price increases.
gains of $31 million were down $71 million due to fewer lease
modifications and terminations and lower vendor funded test
and development equipment.
Adjusted revenues
4
• Adjusted revenues include $46 million data centre revenues
reported within the discontinuing operation and excludes the
gain of $71 million from the Connexa shareholding divestment.
Operating revenues and other gains (continued)
Spark New Zealand Annual Report FY25Hello tomorrow
17
600
620
640
660
680
700
720
740
760
780
800
FY24 net cash flows from
operating activities
Payments to suppliers
and employees
Receipts from customers
Payments for interest on debt
Payments for interest on leases
Payments for interest on leased
customer equipment assets
Receipts from interest
Payments for income tax
FY25 net cash flows from
operating activities
$ Million
764
(58)
(17)
(10)
(4)
1
1
3
680
Cash flows
• Operating cash flows decreased $84 million, largely due to
severance payments as part of transformation costs, lower
receipts from customers as a result of lower revenue during
the year, higher payments for interest on debt, and higher
payments for interest on leases resulting from increased
infrastructure leases.
• Investing cash outflows of $112 million decreased by
$438 million. The main drivers of the difference were the receipt
of net proceeds from the sale of the remaining interest in the
Connexa business of $309 million, and a $150 million reduction
in payments for capital expenditure
7
, largely due to lower spend
on the Standalone 5G network, combined with timing-related
higher network payments in the prior year.
• Financing cash outflows were $593 million in FY25, consisting
mainly of dividend payments of $302 million and net
repayments of debt of $197 million (following the receipt of the
Connexa proceeds).
• Free cash flow was flat year-on-year, with the decline in EBITDAI
offset by lower cash payments for capital expenditure included
in free cash flow, and increased payments for interest.
20252024
YEAR ENDED 30 JUNE$M$M
Net cash flows from operating activities680764
Net cash flows from investing activities(112)(550)
Net cash flows from financing activities(593)(255)
Net cash flows(25)(41)
Free cash flow
6
330330
6. Free cash flow is a non-GAAP measure and is defined on page 7 of Spark’s
FY25 Detailed Financials.
7. Payments for capital expenditure includes purchase of property, plant and
equipment, intangibles (excluding spectrum), capacity, and assets
classified as held for sale.
Operating cash flows
$680m (down 11. 0 %)
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18
Our performance
Capital expenditure in FY25 included the following key focus areas
and projects:
• Continued investment in Spark’s mobile core and radio access
network (RAN), delivering greater network capacity, coverage,
and reliability.
• Strategic investment in the lifecycle and licensing of internal IT
systems focused on automation and enterprise platform
integration to drive efficiency.
• Expanding AI investment to embed intelligence across
operations, accelerating automation and service transformation.
• Fixed network infrastructure and international cable capacity to
meet requirements for Spark's fibre, transport, and IP network,
continuation of the core network expansion and resilience
programme, PSTN decommissioning, and international cable
capacity purchases to meet forecasted demand for data.
• Data centre investment, including the ongoing construction of
the University of Waikato data centre and the upgrade of the
Aotea Campus, as well as the commencement of pre-construction
activities for the Takanini and North Shore campuses.
• Property investment in Spark’s retail store fitouts and refits, and
sustain investment for power and building services for Spark-
owned exchanges and data centres.
$429m
Capital expenditure
8
Capital expenditure to adjusted operating
revenues and other gains
9
$
1
6
3
m
$
1
4
9
m
Cloud
Fixed network and international cable capacity
IT systems
Mobile network and 5G standalone readiness
Property
Data centres
Sundry
$
7
m
$
2
7
m
$
1
1
m
$
7
1
m
$
1
m
12345678
8. CAPEX is a non-GAAP performance measure that is defined in note 2.5 of the
financial statements.
9. CAPEX to operating revenues and other gains for FY25 is calculated on
adjusted operating revenue (excluding the gain on divestment of Connexa) to
enable a meaningful analysis.
10. Reported return on invested capital (ROIC) is calculated as net operating profit
(EBITDAI less depreciation and amortisation for both continuing and
discontinuing operations) after tax (at 28%) as a percentage of average
invested capital (total debt including leases plus equity).
11. 6%
(FY24 13.4%)
Reported return on invested capital (ROIC)
10
ROIC of 8.7% in FY25 was in excess of estimated weighted average
cost of capital of 8.0% and outperforms the majority of Spark’s
global peers.
Spark New Zealand Annual Report FY25Hello tomorrow
19
Jolie Hodson MNZM
Chief Executive and
Executive Director
Jolie joined the Board in
September 2019, following her
appointment to CEO in July
the same year. Jolie brings
strategic knowledge within the
telco and technology sector,
financial and commercial, and
people leadership and culture
development experience to
the Board.
Warwick Bray
Non-executive Director
Warwick joined the Board
in September 2019 and
brings financial, commercial,
capital markets, customer
insight, listed company
governance, and strategic
telecommunications industry
experience to the Board.
David Havercroft
Non-executive Director
David joined the Board in
October 2021 and became
Chair of the Human Resources
and Compensation Committee
(HRCC) in 2024. David brings
risk management, regulatory
policy, data, digital
technologies, and strategic
telco industry knowledge and
experience to the Board.
Our Board and
Leadership Squad
Justine Smyth CNZM
Chair and Non-executive
Director
Justine was appointed to the
Board in December 2011 and
was last re-elected in November
2022. She was appointed Chair
in October 2017, and has
experience in listed company
governance, capital markets,
and the financial and
commercial performance of
large corporate enterprises.
Our Board
More information
about the Board:
spark.co.nz/leadership
Sheridan Broadbent
Non-executive Director
Sheridan joined the Spark Board
in August 2022 and brings risk
management, regulatory,
people leadership, and strategic
telco and technology industry
experience to the Board.
Sheridan will resign from the
Board, effective 1 October 2025.
Lisa Nelson
Non-executive Director
Lisa joined the Spark Board in
May 2024 and brings financial,
commercial, customer insight,
listed company governance,
capital structures, global data,
and digital technology business
experience to the Board.
Gordon MacLeod
Non-executive Director
Gordon joined the Board in
August 2022 and became Chair
of the Audit and Risk
Management Committee
(ARMC) in 2023. Gordon brings
experience in the financial and
operational performance of
large businesses, capital
markets, and people leadership
to the Board. Gordon will resign
from the Board effective
1 September 2025.
20
Our Board and Leadership Squad
Our Board and Leadership Squad
Lindsay Wright
Non-Executive Director
Lindsay joined the Board on
1 August 2025, and brings
substantial expertise in
commercial operations,
strategy, investment
management, finance, capital
markets, and risk and capital
management to the Board.
1
Tarek Robbiati
Non-Executive Director
Tarek will join the Board from
1 October 2025, and brings
financial and commercial
acumen, strategic business
transformation, and deep
telecommunications industry
experience to the Board.
Vince Hawksworth
Non-executive Director
Vince will join the Board from
1 October 2025, and brings
experience in infrastructure
investment, management of
large-scale customer bases,
and people and culture
leadership to the Board.
The following Directors were appointed to the
Board during FY26:
1. Lindsay has joined the ARMC and will assume
the role of Chair upon Gordon MacLeod’s
retirement.
Spark New Zealand Annual Report FY25Hello tomorrow
21
Mark Beder
Customer Director
Mark joined Spark in 2003 and was
appointed to the Leadership Squad in
2016. He moved from the role of Chief
Operating Officer to Customer Director
in 2023. He brings technology leadership,
network operations, capital investment,
sales, and business strategy expertise to
the business.
Greg Clark
SME and Consumer Director
Greg joined Spark in 2013 and was
appointed SME and Consumer Director in
2023. He brings retail, sales, and customer
service expertise to the business.
Stewart Taylor
Chief Financial Officer
Stewart joined Spark as Chief Financial
Officer in 2024. He brings financial,
capital management, business strategy,
and performance delivery expertise to
the business.
Matt Bain
Data and Marketing Director
Matt joined Spark in 2018 as Marketing
Director, taking on the role of Data and
Marketing Director in 2023. He brings
brand strategy, AI, technology, digital and
data-driven marketing, and customer
experience expertise to the business.
Leadership Squad
Renee Mateparae
Network and Operations Director
Renee joined Spark in 2017 and was
appointed Network and Operations
Director in 2023. She brings technology
leadership and network operations
expertise to the business.
Heather Langton
People and Culture Director
Heather joined Spark in 2013 and was
appointed People and Culture Director in
2019. She brings leadership development,
culture, and workforce transformation
expertise to the business.
22
Our Board and Leadership Squad
Leela Ashford
Corporate Relations
and Sustainability Director
Leela joined Spark in 2020 and brings
corporate affairs, government relations,
sustainability, and stakeholder engagement
expertise to the business.
More information about the
Leadership Squad:
spark.co.nz/leadership
John Wesley-Smith
Strategy and Regulatory Director
John joined Spark in 2005 and became
Strategy and Regulatory Director in 2023.
He brings strategy, public policy, and
regulatory expertise to the business.
Melissa Anastasiou
Commercial Director
Melissa joined Spark in 2009 and was
appointed Group General Counsel in 2012.
She moved into the role of Commercial
Director in 2025. She brings legal,
regulatory, and commercial expertise
to the business.
Spark New Zealand Annual Report FY25Hello tomorrow
23
The key to our success lies in how
satisfied and loyal our customers
are to Spark, which puts customer
experience at the heart of our
strategy. We provide mobile,
broadband, cloud, digital, and IT
services that connect individuals
and households, small businesses,
government, and large enterprise
customers. These products and
services connect customers and
communities across the country,
creating value for New Zealand as
well as Spark.
Improving customer experience
We have an enduring focus on improving the experiences of Spark
customers, by making their interactions with us easy and effective.
This work continues to show up in customer feedback, with our
interaction net promoter score (our measure of customer
satisfaction) for our consumer and SME customers up 2 points
to +40 in FY25.
This is the fifth year running we have improved customer experience
– with a total 18 point improvement since FY20. We continue to
focus on training for our store and call centre teams, improvements
to our digital journeys, and utilising new technologies like Artificial
Intelligence (AI) to better serve our customers.
Our
customers
+40
Net promoter score up 2 points in FY25
Our customers
24
Our customers
More data than ever before for our
mobile customers
Mobile is central to our business, and in FY25 we improved
New Zealand's data for dollars ratio by introducing big data
mobile plans.
Our research told us that customers valued data above everything
else, and to meet that need we launched new ‘high data at max
speed’, pay monthly mobile plans – matching the increased
customer demand for mobile data seen year-on-year. In the first six
months since its launch, we’ve seen acquisition in our consumer
and SME segments increase more than 7% compared to the same
period last year.
In March we launched our new mobile brand campaign, ‘What a
time to be’, along with free data for Spotify music on all eligible pay
monthly mobile plans – allowing our customers to enjoy their
favourite tunes without cutting into their data allowances.
We also re-introduced ‘Companion Plans’, rewarding friends and
family on the same account (with the same data inclusions) with a
discounted rate. Spark’s prepaid offering was then refreshed, with
an increase in base data allowances across all plans, the inclusion of
Australia in SMS and minutes allowances in some of our plans, and
the launch of two new lower-priced value packs for price-conscious
prepaid customers.
Launching a world-first AI ambassador
with Skinny
Skinny made history selecting Liz, a long-time customer from
Kerikeri, as its new AI-created brand ambassador, following a
nationwide search. The campaign paired AI with a team of local
creative minds, and over 11 weeks, Liz’s voice, facial expressions,
and personality were captured to bring her AI clone to life. The result
is a highly realistic AI version of Liz, capable of delivering new
campaign out-of-the-box advertising without the need to film a new
ad each time a new campaign is created – keeping prices low for
Skinny customers. Liz’s AI likeness will feature in Skinny advertising
over the next two years.
Preparing to launch satellite-to-mobile
in FY26
During FY25, Spark entered a new partnership with another
US-based satellite provider to offer customers satellite-to-mobile
services from the second half of FY26. We are making good
progress preparing for launch, and have recently started testing on
our network, with customer trials to follow ahead of a commercial
launch early next year.
For our business customers we already offer fixed site and land
mobility satellite broadband as part of a range of managed
connectivity solutions, enabling them to add an additional layer of
resilience to traditional networks and providing connectivity to
remote areas.
Using Generative AI to improve
customer experience
In FY25 we launched a new tool called ‘Bravety’ to support
our customer care teams. Bravety uses Generative AI
(Gen-AI) to transcribe and summarise live customer calls
in real-time and provides the summary to the care team
member for review immediately after the completion of
the call.
This ensures we have consistent and accurate records and
allows our people to spend more time focusing on our
customers, and less time taking notes.
For customers it means our people are well informed
about previous interactions they may have had with our
team, which makes it faster and easier to receive the
support they need. Since its launch, Bravety has
summarised customer calls within 5 seconds and saved,
on average, ~1.5-2 minutes per call.
Spark New Zealand Annual Report FY25Hello tomorrow
25
Connecting New Zealand businesses,
big and small
As tough economic conditions persisted, our Enterprise and
Government division continued to experience reductions in
business spending and shrinking mobile fleets and fixed connections,
as the public and private sectors reduced workforces. Positively,
connection decline stabilised in the second half and Spark
continued to win new business, with notable new accounts including
Summerset, Deloitte, and New Zealand Red Cross. We also delivered
a range of innovative new services, including the country's first
private 5G network for business with Air New Zealand.
Spark supports over 110,000 small and medium enterprises (SMEs)
in New Zealand through our network of local business hubs. Our
'local like you' model, where each Business Hub is locally owned,
has resonated well with customers, resulting in a notable increase
in our SME Business Hub customer satisfaction score of +5 points in
FY25 to +71. In response to the challenging economic environment
our SME customers faced during the year, we launched the 'AI
Foundations' course in partnership with New York’s Section Business
School. This initiative provided 2,000 Spark customers with essential
AI skills to enhance their productivity.
Keeping our customers safe online
Spark puts cyber security, customer safety, and privacy at the
forefront of everything we do. We invest in the security of our
networks, ensure our people undergo regular training, provide our
customers with tools and education, and regularly update our
policies and frameworks, so that we can keep our customers safe on
our network.
Online safety
We recognise the important role we must play in protecting our
customers from the growing list of threats they face online –
including scams, cyber security risks, and objectionable material.
Because we cannot stop scamming from occurring, or objectionable
material from being shared, we implement a range of blocking
measures on our network, provide additional tools for our
customers to utilise on their own devices, and empower our
customers with education and information on how to keep
themselves safe online.
Our SMS Firewall (which is designed to identify and block scams
before they reach our customers) has blocked nearly 1.4 million
SMS messages since October 2024. The SMS firewall monitors and
blocks all SMS traffic, whether it originates overseas or locally, and
can detect and block scammers attempting to use our network five
times faster than our previous methods. We expect this to improve
further as we continue to refine our blocking rules and respond to
current scam trends.
Privacy
Protecting our customers’ personal information is a responsibility
we take seriously. As we continue to embed new technologies like
AI throughout our business processes, we also continue to evolve
our governance approach to data ethics and privacy to ensure we
have the right guardrails in place to protect our customers’ and
employees’ information.
We are committed to keeping customers’ personal information safe
and managing it in ways that align with their expectations. We do
this through various frameworks including Spark’s Artificial
Intelligence Principles and Spark’s Privacy Values, and by adhering
to relevant laws, including the Privacy Act 2020, and the
Telecommunications Information Privacy Code 2020.
Spark’s Digital Trust team leads Spark’s privacy programme,
providing frameworks, tools, and training to support our people to
follow our Privacy Policy and Values. The Privacy and Online Safety
section on our website contains a range of tools and services to help
our customers safely manage their privacy and security.
In FY25 our people reported 156 data breaches for investigation.
When required, Spark reports these breaches to the Office of the
Privacy Commissioner (OPC). We also continue to see incidents
where fraudsters use personal information obtained from non-Spark
sources, such as compromised online accounts to obtain access to
customer accounts.
Spark also received 39 substantiated privacy complaints from
customers. There were no substantiated complaints received
through the OPC. More details on our approach to ethics, legal
compliance and employee training can be found on page 54.
More information about Spark’s approach
to privacy: spark.co.nz/privacy
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26
Our customers
Cyber security
Spark is a trusted advisor to a large number of New Zealand
businesses on cyber security, and we work alongside cyber security
agencies and partners to monitor and respond to threats.
Our Chief Information Security Officer (CISO) has responsibility for
Spark’s cyber security. We have a large cyber security team and
established processes that ensure appropriate ownership, oversight,
and ongoing risk management is applied to our customers’ and
Spark’s IT systems and data.
Spark people also play a critical role in helping to detect and defend
against potential cyber security threats. For that reason, all our
people are required to undertake regular cyber security training, to
equip them in identifying and helping to mitigate potential threats.
More information about Spark’s approach to online safety
and cyber security: spark.co.nz/protecting-our-customers
Spark and Air New Zealand
implement country’s first private
5G network
Spark worked with Air New Zealand to develop
New Zealand's first private 5G network for business.
The network enables a drone connected to a robot to
carry out stocktaking, increasing productivity.
The trial took place at Air New Zealand’s logistics
warehouse at Auckland Airport. The warehouse holds
hundreds of items, ranging from aircraft spare parts to
passenger supplies like blankets and headphones.
Stocktakes were taking place twice a year at the 5,000
square metre facility.
Spark's 5G technology allows a drone tethered to an
autonomous ground robot to operate on Air New Zealand's
private network. The single, automated device helps
employees with regular stocktakes by scanning barcodes
and sending data through to an app. This also supports a
safer workplace, reducing the need for team members to
complete stocktakes at up to 15 metres high.
The private network was built with partner Ericsson and
its Ericsson Private 5G product, while the stocktaking
drone solution, Captis, comes from Spark's partner
Cypher Robotics.
This trial has shown what is capable in large warehouse
environments – and more opportunities are being
explored with other customers.
Using Spark's 5G technology, Air New Zealand is
using a drone connected to a robot to assist with
regular stock takes at its warehouse.
Spark New Zealand Annual Report FY25Hello tomorrow
27
Transforming our technology
delivery model
A key strategic focus in FY25 has been the transformation of our
technology delivery model, which refers to our IT and network
operations.
We have had a long-term focus on modernising our technology,
embedding AI into our business, and building a resilient, adaptive,
and automated network. Our new technology delivery model
accelerates this focus through the establishment of several strategic
partnerships, which is a common structure utilised by telcos in
offshore markets.
Through these partnerships we will be able to leverage the scale,
capability, and innovation of global partners, to support better
customer outcomes and improved cost efficiency. The four new
partnerships are outlined below:
Network partnership with Nokia
This partnership will accelerate our network strategy and support us
to create better customer experiences, while also contributing to
reduced network operating costs.
Nokia will manage day-to-day monitoring and support for our
network through their global delivery team, and have also established
a local Network Operations Centre (NOC) in New Zealand. Spark
retains all components of future network strategy and planning,
network design engineering, critical incident oversight, and
complex operations. We will also work together to jointly develop
AI and automation capabilities.
Our network and technology
underpin value creation for our
shareholders, enabling the
products and services that
connect and empower our
customers and New Zealand.
Our customers rely on us to keep
them connected in as many
places as possible, and we make
significant investments into our
network every year to improve
coverage, capacity, and resilience,
and create a better network
experience for our customers.
Our network
and technology
Our network and technology
28
Our network and technology
IT partnership with Infosys
This partnership will help us deliver digital and AI-driven customer
experiences more quickly, while also contributing to reduced IT
operating costs. Infosys will work with us to provide global DevOps
1
and software engineering capabilities to help build, test, integrate,
and deliver our systems and applications, along with monitoring and
support. We will retain our IT assets and control of our technology
architecture strategy, product design and innovation roadmap, and
business applications.
IT partnership with HPE
This partnership will help us ensure that our IT environments are
continuously updated in line with advancements in technology,
while also contributing to reduced IT operating costs.
HPE will provide us with IT infrastructure and capability to manage
our compute, storage, and backup through HPE GreenLake cloud,
which will enable us to adapt our usage in line with market demand.
We will retain control over our IT environments, including critical
infrastructure, service delivery, innovation, IT architectural decisions,
security policies, and service orchestration.
Cloud partnership with Microsoft
Through this partnership we will continue to provide compelling
hybrid cloud options for our customers, while modernising our own
cloud environment, enabling further AI uptake by our people, and
improving our overall cloud economics. To achieve this, we will be
moving a proportion of our own workloads to Microsoft Azure and
have rolled out additional Microsoft 365 Copilot licenses to our
people. We now have 2,500 of our people using Copilot.
Creating long-term shareholder value
through data centres
During FY25 we continued to grow our data centre revenues and
position the business for future expansion.
Globally we are seeing increased demand for data centre capacity,
as cloud adoption continues and the use of AI accelerates.
1. DevOps is an abbreviation for Development Operations, which is a process that aims to automate and integrate the processes
between software development and IT operations.
2. Transaction subject to regulatory and customary consents.
3. Headline enterprise value comprising base enterprise value of $575 million and up to a further $130m of earn-out enterprise value.
4. Opensignal Awards – New Zealand: Mobile Network Experience Report, September 2024, based on independent analysis of mobile
measurements recorded during the period June 1 – August 29, 2024 © 2024 Opensignal Limited.
Spark is a significant player in the market, with existing international
cloud and content provider contracts and our local capability a
compelling proposition to customers.
During the year we commenced a process to secure a capital
partner to support this future investment.
This culminated in an agreement to sell a 75% interest in our data
centre business to Pacific Equity Partners (PEP)
2
– valuing the
business at up to $705 million
3
and securing a funding pathway to
build out our planned 130MW+ development pipeline.
Through this partnership we will realise value for our data centre
assets in the short term, while also continuing to participate in the
growing market through our retained 25% stake – creating further
value for our shareholders over the long term.
The most reliable network, with the widest
coverage experience
Our customers rely on us to keep them connected in as many places
as possible. Spark invests significantly into our network every year, to
expand coverage and capacity, and further strengthen resilience.
Testament to this, in FY25 we were awarded the Reliability
Experience award in The New Zealand Mobile Network Experience
Report, released by Opensignal
4
during the year. Reliability
experience measures the ability of users to connect to, and
successfully complete basic tasks on a mobile network such as
stream video, browse the internet, and use applications, as well as
analysing user experience and connectivity issues. Additionally,
we also secured the top position for Coverage Experience. The
Opensignal Coverage Experience metric measures the extent of
mobile networks in the places people live, work, and travel and
represents the experience users receive as they travel around areas
where they would reasonably expect to find coverage.
Spark's planned new data centre campus on Auckland's North Shore.
Spark New Zealand Annual Report FY25Hello tomorrow
29
Boosting resilience to natural disasters
One of the main reasons for telecommunications outages in a
natural disaster is a loss of power or backhaul (fibre between cell
sites that transport local towers to the core network). Most of our
cell sites are equipped with battery backup and the ability to
connect standalone generators when those battery reserves are
exhausted. Over the past year, we have been working to extend
battery life on critical sites to ensure they can withstand longer
power outages. We are also rolling out a monitoring solution that
will enable our cell sites to detect when they are unable to draw
power from the grid, report real-time power consumption, and
conserve power by automating decision-making to prioritise
connectivity for essential communications such as calls and texts.
We have been working to establish a network of satellite-connected
small cells throughout the country, which can be deployed to
provide access to a basic level of mobile connectivity during
emergencies when fibre backhaul (which connects a cell tower back
into the network) becomes compromised. These satellite-connected
emergency small cells are housed in strategic locations around the
country, including Northland, Auckland, Gisborne, Palmerston
North, Canterbury, and Westport, making them readily available
to deploy in a disaster.
In June, this satellite solution was successfully deployed in Murchison,
when areas of the South Island were impacted by severe flooding
and storms. This was the first time we used this type of solution as
part of our standard emergency response.
We also work collaboratively with our peers on disaster
preparedness and during major incidents. The sector comes
together through our industry group, the Telecommunications
Forum (TCF), which coordinates operators, other infrastructure
sectors, including electricity and roading, as well as government,
to restore services.
Investing in new technologies
Unlocking the power of 5G
Our national 5G rollout has continued at pace, with 5G now live on
more than 950 cell sites. These sites span 130 locations with a
population greater than 1500 across Aotearoa, from large cities to
smaller regional towns. This means more than half the population
can now access 5G through Spark’s network.
As we build our 5G network across the country, we are also
deploying a 5G core network – known as 5G standalone, which will
deliver a true end-to-end 5G experience without any dependency
on legacy technologies. 5G standalone introduces new 5G network
features such as lower latency, and network slicing, which allows us
to create different service slices of the network that can be tailored
for different purposes. This means we can optimise the network to
suit the specific needs of different customers and industries. In FY25,
together with Ericsson and Red Hat, we successfully completed the
deployment of the first network slice of our 5G Standalone network
in a lab environment and trialled our first data session.
This milestone brings us closer to introducing the next wave of 5G
to Aotearoa, bringing with it all the transformative capabilities an
end-to-end 5G network can offer. We will launch 5G standalone to
customers in FY26.
AI and automation for better customer and employee
experiences
We have been investing in AI and automation across our business
for many years, with a particular focus on enhancing customer and
employee experiences and boosting operational efficiency.
In addition to our Bravety tool that is mentioned earlier in the report,
other examples of successful initiatives include:
• SparkGPT – an internal assistant for our employees that helps
them access company, product, and financial information
quickly, reducing the workload for common database queries.
• Writer – a generative AI platform that helps our people create
content quickly, while maintaining brand consistency, tone,
and compliance.
• Bravo – an assistant for our customer care teams that uses our
internal knowledge base to get the right information for our
customers more quickly. Bravo is answering around 20,000
questions every month, resulting in a 60% reduction in queries
being referred to back-office teams.
• AI marketing tool – which automates customer communications
and tailors offers to our customers’ needs, reducing campaign-
to-market time from weeks to hours.
• Mercury (SME) and ClientHQ (Enterprise) – AI sales platforms
that provide our teams with the insights and priorities they need
to best serve our customers and grow our business.
• Microsoft Copilot – An AI assistant embedded in Microsoft tools
like Word, Excel, and Teams that helps Spark employees work
faster and smarter by automating tasks, generating content,
and surfacing insights from data and documents.
During FY25 we have been working to increase the uptake and
proficiency of AI use amongst our people, as part of our ambition to
establish a strong foundation for AI-enabled future productivity and
customer experience improvements.
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30
Our network and technology
Spectrum
Spark currently holds a comprehensive portfolio of spectrum rights
in New Zealand, which gives us optionality to meet future demand
on our network and deploy new technologies.
At the start of FY24, Spark was allocated long-term spectrum
management rights to 80 MHz of 3.5 GHz (or C-band) spectrum,
and over the past two years, this has been used to deliver high-
speed 5G services to our customers through our accelerated 5G
roll out program, and our commitment to extend 5G availability to
regional towns.
The next spectrum renewal is expected to occur in FY29, however
we expect an auction for mmWave frequencies (24GHz-29GHz) at
some stage in FY27, with the spectrum being available for long-term
use in early 2028. mmWave is a future step that will allow us to
further deliver on 5G’s potential – with increased speeds and
significantly more capacity. 5G mmWave will be valuable for
business applications such as ultra-HD video streaming, advanced
analytics and machine learning, intelligent transport systems,
e-health, education and much more.
Spark is already planning for this future by trialling mmWave
technology in different scenarios and working with the business
community to identify and test other cutting-edge use cases.
Migrating customers off legacy technology
onto future-proof alternatives
We continue to migrate customers off end-of-life technology and
onto modern alternatives already used by the majority of
New Zealanders, such as fibre and wireless. This includes the
retirement of our 3G network and the Public Switched Telephone
Network (PSTN).
Closing our 3G network
In FY25 we confirmed that we will close our 3G network on
31 March 2026, as this technology reaches its end-of-life. Since
announcing our shutdown plan in 2023, we have been expanding
our 4G network – building over 70 new 4G mobile sites and
upgrading more than 600 others. All 3G-only cell towers will be
upgraded to 4G and 5G technology, with the majority of these
upgrades already completed.
We know that some of our customers still use 3G–only devices, and
we are communicating directly with them. We are also providing
information to the community more broadly through instore
brochures, community outreach, and advertising on radio, social,
print, and out-of-home media outlets, through our industry group,
the Telecommunications Forum.
To make it easier for customers to figure out what action they need
to take, we launched a device checker service where customers can
text ‘3G’ to 550, free of charge, to check if their device will work
after the 3G network is switched off. We also set up a dedicated
customer phone line to answer queries on 0800 3G EXIT, and
closer to shut down, we will add a pre-recorded voice message that
will automatically play when a customer uses a 3G-only device to
make calls.
Retiring the Public Switched Telephone Network
(PSTN)
The Spark-operated PSTN – the traditional way of providing landline
services – was built in the 1980s and is rapidly reaching the end of its
life. The network’s components have not been manufactured since
2003 and the people with the skills needed to maintain it are getting
harder to find.
The majority of New Zealanders have already made the switch to
fibre or wireless proactively. In 2017 we had over a million customer
lines on the PSTN, and by the end of FY24 only 77,000 remained.
At the end of FY25 this had dropped further to 38,000. As customers
move off the PSTN, we are able to decommission legacy PSTN
equipment. To date, we have decommissioned almost 74% of our
PSTN switches, which has resulted in a significant decrease in
our power usage and carbon emissions.
Spark New Zealand Annual Report FY25Hello tomorrow
31
Commitment to responsible environmental
management
Spark’s approach to environmental management is integrated into
our overarching ESG governance. See the ESG Governance section
on page 64 for a detailed description.
Our overarching environmental commitment is contained within
our Environmental Policy, which can be found on our website, and
sets out our expectations for our people to consider environmental
impacts when making decisions at work, including examining our
business practices, understanding their impacts, and taking
reasonable steps to reduce our environmental footprint.
Performance against our climate
commitments
We provide detailed reporting on our performance against climate
metrics and targets in our Climate-related Disclosures Report, which
includes our FY25 Greenhouse Gas (GHG) Inventory and tracks our
year-on-year emissions performance.
Our key target is our science-based emissions reduction target,
which has received verification by the Science Based Targets
initiative (SBTi). This target includes a commitment
1
to reduce our
scope 1 and 2 emissions by 56% by FY30 against a FY20 baseline,
alongside a scope 3 emissions target that 70% of our suppliers (by
spend) have science-aligned targets in place by the end of 2026.
For FY25, approximately 61% of our spend was with suppliers that
The natural resources we rely
on are not just essential to our
operations, they’re essential to
delivering long-term success.
By using natural resources
responsibly and efficiently –
and supporting our customers
to do the same – we strengthen
the sustainability of our business
model, drive operational
excellence, and deliver lasting
value for all of New Zealand.
Our
environment
Our environment
32
Our environment
have targets, up from 43% in FY24 (see page 29 of our Climate-
related Disclosures Report for a more detailed explanation).
Emissions reduction does not track a straight-line trajectory and
often occurs in step changes tied to specific initiatives. We remain
committed to our FY30 emissions target and we are taking
meaningful steps to work towards our emissions reduction target,
with progress made on underlying performance in the past year
which lays the foundation for future emissions reduction.
A significant initiative that launched in the second half of the year
was the commencement of our ten-year renewable energy
partnership with Genesis Energy, which enables Spark to reduce
our reported (market based) scope 2 emissions through linking
emissions from electricity consumption to new renewable
generation.
This new partnership will allow us to decouple our market-based
scope 2 emissions from the national grid emissions factor. This factor
is heavily influenced by the share of hydroelectric generation, which
is the largest source of electricity feeding the New Zealand grid.
In the past year, a winter energy crisis caused by poor hydrological
conditions meant more coal was burnt to meet energy generation
needs. This contributed to an 11.0% increase in our year-on-year
scope 1 and 2 emissions. This means our emissions are tracking
41.8% above our reduction trajectory plotted as a straight line
between our FY20 baseline and FY30 target year.
Our emissions are also influenced by one-off events, such as the
release of fire suppressant, which also occurred in FY25 increasing
our scope 1 fugitive emissions. In FY25 these factors were offset by a
reduction in scope 2 electricity consumption, and a 26.3% reduction
in fleet emissions. For FY26 we will need to consider the impact of
the sale of 75% of our data centre business on our reporting and
target baseline and boundaries. See page 27 of our FY25 Climate-
related Disclosures Report for more information.
Detailed environmental reporting
This section of our Annual Report is a high-level
summary of our approach to environmental
management, including a summary of our
environmental performance over the past year.
As part of our annual reporting, we publish more
detailed environmental disclosures across
accompanying reports:
Our FY25 Climate-related
Disclosures Report is
published in compliance
with the New Zealand
Climate Standards. It
includes detailed reporting
on all aspects of how
climate change impacts
Spark’s value creation. This
includes our climate-related
risks, climate scenario
analysis, and reporting our
greenhouse gas emissions
against our science-based
emissions reduction target.
Spark’s FY25 ESG Data
Pack includes our detailed
GRI Index and ESG
performance data. This
includes a summary of
environmental performance
data, including climate,
energy, waste and water.
Climate-related
Disclosures Report FY25
FY25 ESG DATA PACK
Introduction and contents
This data pack is an accompanyment to Spark’s FY25 annual reporting disclosures. It includes our GRI Index table and
additional voluntary detailed ESG data disclosure against a number of social and environmental metrics. It also incorporates
employee and climate reporting data included in our integrated Annual Report and Climate-related Disclosures Report.
Contents
Spark’s FY25 Annual Reporting suite of documents
GRI Index
List of GRI topics Spark is reporting against,
with reference to location of disclosures
Social Data
Detailed employee data
Community and volunteering data
Key sections related to ESG disclosure
• How we create value: our Integrated
Reporting value creation model
• Our customers: includes topics such as
privacy, cybersecurity
• Our network and technology: includes
investment in infrastructure and resilience
• Our environment: includes our approach
to envrionmental management, waste,
recycling/water
• Our communities: includes our approach
to digital equity, empoloyee volunteering,
Spark Foundation
• Our people: includes diversity and inclusion,
health safety and wellbeing, training and
development
• Governance and ESG Governance:
includes our approach to integrating ESG/
sustainability across Spark
• Sustainability appendix: includes materiality
apporoach / matrix, stakeholder engagement
Prepared in compliance with the Aotearoa
New Zealand Climate Standards
Prepared in accordance with the
requirements of the Australian Modern
Slavery Act 2018
Reporting against the requirements of
the NZX Corporate Governance Code
(NZX Code)
FY25 Annual Report
FY25 Climate-related
Disclosures Report
FY25 Modern Slavery and
Human Rights Statement
FY25 Corporate
Governance Statement
Environmental Data
Waste, recycling, water use
Scope 1 / 2 / 3 emissions data
Energy use
Spark Annual
Report FY25
Climate-related
Disclosures Report FY25
Modern Slavery and
Human Rights Statement FY25
Corporate Governance
Statement FY25
Spark’s Environmental policy, ESG Data Pack
and Climate-related Disclosures Report
are here: spark.co.nz/governance
1. This means Spark is committed to pursuing this target and we are working towards it.
For clarity, this is not a guarantee that we will meet this target.
Reduction pathway
required to meet
FY30 target
FY25FY24FY23FY22FY21FY20
Mobile combustion
- vehicle fleet
Fugitive emissions
Data centre
Fixed network
Mobile network
Corporate/Retail
Natural gas combustion
Stationary combustion
- diesel generators
GHG emissions (tCO
2
e)
Baseline
year
0
5,000
10,000
15,000
20,000
25,000
Spark New Zealand Annual Report FY25Hello tomorrow
33
Cutting the ribbon at Lauriston solar farm were, from left, Michael Steiner of FRV, South Island Minister and local MP James Meager, Genesis CEO
Malcolm Johns, Spark CEO Jolie Hodson, Genesis Renewables Development Manager Craig Brown, Chief Operating Officer Tracey Hickman.
Our electricity consumption performance
In the past year we have seen a decrease in electricity consumption
linked to our scope 2 emissions. Our electricity consumption is
down 4.9% from 156.3GWh to 148.7GWh.
This decrease is largely due to our long-standing programme of
network simplification, including the decommissioning of legacy
equipment, such as the public switched telephone network (PSTN),
which has driven year-on-year reductions in electricity use across our
business. These savings offset growth in other areas, such as our
mobile network, which is increasing its energy use as we roll out 5G.
In the past year the relocation of Spark’s Auckland corporate office
to 50 Albert Street also supported our efforts to reduce our
environmental impact. Since our move in December 2024, we have
already seen significant energy savings. This has contributed to a
reduction in our office and retail site consumption, down 23.2%
compared to the previous year.
Renewable energy partnership
Spark’s renewable energy partnership with Genesis Energy
commenced in FY25. Through the partnership, Spark’s energy
consumption is matched via Renewable Energy Certificates with
new renewable energy generated by the Lauriston solar farm, which
officially started supplying the grid in early 2025.
The partnership demonstrates how New Zealand businesses can
work together to support New Zealand’s decarbonisation – with
Spark's procurement supporting Genesis’s renewable energy
investments, and those investments in turn enabling Spark to meet
its emissions reduction target.
The annual production from the solar farm is projected to be
equivalent to approximately 60% of Spark’s annual electricity
consumption. Although the site was only operational for part of the
FY25 period, it enabled Spark to reduce reported market-based
electricity emissions by 3,954 tCO
2
e across scope 2 and 3.
60%
The annual production from the solar farm is
projected to be equivalent to approximately
60% of Spark’s current annual electricity
consumption
Electricity consumption
FY25FY24FY23FY22FY21FY20
Data centre
Fixed network
Mobile network
Corporate/Retail
Residual Supply Factor
c
GWh consumed
tCO
2
e/GWh
69.62
113.5
77.95
110.77
124.69
99.28
0
20
40
60
80
100
120
140
160
180
200
0
20
40
60
80
100
120
140
160
180
200
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34
Our environment
Real-time flood monitoring for
Hawke’s Bay
In FY25 we supported Hastings District Council to improve flood
resilience by using real-time IoT sensor technology to protect
communities in high-risk areas.
In the aftermath of Cyclone Gabrielle, the Council was looking for
a smarter, faster way to detect and respond to rising stream levels
across Havelock North. Partnering with engineering consultancy
Beca, we deployed a network of solar-powered sensors to monitor
water levels at 15 key sites — transmitting data via our IoT network,
with satellite connectivity as fallback in low-coverage areas.
These sensors feed critical data to our Adroit cloud platform, where
automated alerts flag rapid water-level increases, and trigger early
warnings to Council teams and emergency agencies. From there the
data is integrated into a public-facing dashboard, giving residents
real-time visibility of stream activity and empowering them to assess
local risk and respond more effectively during severe weather events.
The project is the most comprehensive deployment of
environmental sensors for flood detection in New Zealand to date.
It also marks the first time a Council has committed to making this
level of real-time flood data available to the public — enhancing
transparency, trust, and community preparedness.
With a scalable platform and a growing suite of environmental
sensors, Spark is enabling local councils to respond more effectively
to climate-driven challenges — improving decision-making, safety,
and long-term infrastructure resilience across the country.
Reducing electronic waste
Electronic waste includes valuable and potentially hazardous
elements. For Spark, it is an important issue due to the potential
volume generated by our operations and the end-of-life impact of
customer equipment. That’s why we are focused on circularity and
minimising environmental harm from improper disposal.
We recycle end-of-life network equipment, with materials separated
and processed by local recycling partners. Some components are
sent overseas for recycling, reselling, or reusing. In FY25 we
recovered 207 tonnes of electronic waste via our e-waste recycling
partner. We also recover scrap metal and other material from
network equipment. In FY25 we recovered 364 tonnes of scrap
metal. Across both categories this represents a 27% increase in
materials collection and recovery from FY24, when we collected
450 tonnes across e-waste and scrap metal combined.
In FY25 Spark also received 20,828 mobile devices for recycling and
trade-in, up from 16,425 in FY24. Trade-ins are increasingly popular
our customers, allowing them to unlock value from their older
devices, while supporting reuse through refurbishment and resale.
Devices that can’t be redeployed are stripped for essential materials,
which are reused in new products.
Spark is a member of the Telecommunication Forum’s (TCF’s)
RE:MOBILE product stewardship scheme. The RE:MOBILE scheme
takes unused mobile phones, and either refurbishes and on-sells
them in overseas markets or recycles them to recover the materials
used. Profit from the scheme is donated to the charity Sustainable
Coastlines.
Spark is a part of the TCF Product Stewardship working group, which
is reviewing the RE:MOBILE scheme. This included a gap analysis
conducted by a third-party, which provided recommendations on
how we can strengthen RE:MOBILE to deliver the best
environmental outcomes.
We recycle end-of-life network equipment, with materials separated and
processed by local recycling partners.
Technicians installing solar-powered sensors in Havelock North.
Spark New Zealand Annual Report FY25Hello tomorrow
35
Championing digital equity
At Spark our commitment to digital equity starts with our purpose –
to help all of New Zealand win big in a digital world. Digital equity
starts with having access to devices and a connection to the internet,
but it doesn’t stop there. To close the digital divide, our communities
need the skills to use technology, trust in the digital world, and the
motivation to participate.
$10m+
In FY25 we committed over $10 million in free data and funding,
alongside internal resources, to achieve our digital equity ambitions
and contribute to our communities.
We recognise that earning the
trust of our communities and
stakeholders is critical to
maintaining our licence to
operate and the long-term health
of our brand, which supports
value creation for our
shareholders.
We work alongside New Zealand
communities to harness the
power of technology to create
a positive digital future for all.
Our products and services help
our communities to stay
connected and enable the
provision of community services.
Our
communities
Our communities
36
Our communities
Spark’s investment into the community
In FY25 we committed nearly ~$10.5 million in free data and
funding, alongside internal resources, to achieve our digital equity
ambitions and contribute to our communities.
This included $1.9 million donated to Spark Foundation, with
$1.4 million designated specifically for community projects, and the
remaining funding operational costs. It also includes the commercial
value of the data provided to households in need through Spark’s
subsidised broadband service Skinny Jump, which totalled over
$8.6 million in FY25. Skinny Jump has been designed to operate on
a not-for-profit basis – with the revenue generated covering the
costs of the free modems, community partner network, product
development, and customer care and education.
Spark also funds the Spark Give and Spark Volunteer programmes,
which match employee charitable donations (up to a total pool of
$250,000 per annual year) and provides all Spark people with one
day leave a year to commit to volunteering.
Improving access and affordability through
Skinny Jump
Skinny Jump is Spark’s not-for-profit wireless broadband service for
people who find cost a barrier to having an internet connection at
home. The service is entirely prepaid, so there are no long-term
contracts or credit checks needed. Customers are provided with
35GB of data for just $5, with the first 15GB of data each month free
and the ability to purchase up to six top-ups a month.
Jump is delivered by a dedicated squad of Spark people alongside
a community partner network, which is overseen by the Digital
Inclusion Alliance Aotearoa (DIAA) and includes over 300 local
organisations nationwide. There are now over 33,917 households
across the country who are actively using Skinny Jump. For wireless
broadband an active connection is defined as a customer having
used their modem in the last 30 days. However, Skinny Jump
customers are more likely to have infrequent internet use as they
have to reprioritise their monthly spending when budgets are tight.
This is why for Jump, we also measure customers who have used
their modem in the last 90 days, and in FY25 this totalled 36,202
households.
In FY25, Skinny Jump continued its key partnerships, including the
‘Ciena Jump for Students Fund’, which gives eligible students a free
Skinny Jump connection until the end of the school year. There are
now 1,094 students using the Ciena Jump for Students Fund.
Skinny Jump also continued to support the ‘Awhi Matihiko:
Red Cross Digital Settlement Package’ – a collaboration with
New Zealand Red Cross, Internet NZ, and Digital Inclusion Alliance
Aotearoa that gives new refugees free Skinny Jump connections
(for 12 months), laptops, and digital skills training.
The Spark Foundation team with rangatahi from the P-Tech programme.
3 3 ,9 17
Households across the country who are actively using Skinny Jump
Library Digi-Coaches setting up a customer with Jump at the War
Memorial Library in Lower Hutt.
Spark New Zealand Annual Report FY25Hello tomorrow
37
Spark Foundation
Spark Foundation leads Spark’s work in the community. The
Foundation has a single-minded focus on digital equity, and its
vision is that no New Zealander is left behind in a digital world. It has
focused its strategy on the areas it can make the biggest difference
– digital access, digital skills and pathways, and digital wellbeing.
Spark Foundation allocates funding for programmes through a
strategic partnership approach, working with organisations whose
objectives are aligned to improving digital equity for Aotearoa.
After many years of focus on digital access, over the past two years
the Foundation has increased its focus on digital pathways. The
exponential growth of digital transformation in the last few years has
accelerated the need for people with advanced digital skills.
Spark Foundation wants to ensure that people from all communities,
particularly those who have been traditionally underrepresented in
the technology industry, including Māori, Pasifika, and women, have
the opportunity to learn the skills they need to participate in this
growing digital economy.
A Tūrama Pathways intern being welcomed to Spark.
Students attending a Tōnui Collab after-school coding lab.
More information about Spark Foundation:
spark.co.nz/spark-foundation
Providing dual language STEMM learning for youth
Tōnui Collab provides reo rua (dual language) Science, Technology,
Engineering, Mathematics, and Mātauranga Māori (STEMM) learning
opportunities that empower youth in the local community to explore
animation, engineering, 3D design, robotics, coding, game
development, virtual reality (VR) and more – blending mātauranga
Māori and cutting-edge technology.
Some of the opportunities provided to the local community include
partnerships with local marae to create learning experiences for
children to experiment with VR while learning pūrakau (traditional
stories) significant to their marae. They also support girls from local
schools in Years 6 to 9 to engage with Robotics, run an after-school
coding lab for Years 7 to13 students to create games and other
digital experiences, and partner with Spark Foundation Partner, RAD
(Recycle a Device) to teach young people to refurbish second-hand
laptops that are then distributed to the community.
In just five years, Tōnui Collab has created over 2500 unique
learning opportunities, which have enabled over 50,000 children
and young people across the region to explore the diversity of and
consider futures in STEMM.
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38
Our communities
Tūrama Pathways
During FY25 Spark launched Tūrama Pathways, in partnership with
Spark Foundation, as part of our commitment to support pathways
into the technology sector for underrepresented communities.
One cohort of eight students was selected from Manurewa High
School, Mangere College, and Aorere College to intern at Spark
over a five-week period. As part of the programme, students
experienced working in Spark retail stores and head office and had
opportunities to network and learn from experienced industry
professionals. After completing the programme, five interns were
successfully placed and offered part-time roles in Spark retail stores,
with other candidates offered ongoing mentoring and support from
Spark to help them on their journeys. Additional cohorts are
planned for FY26.
Connecting our people to our communities
Spark encourages our people to give back to the community
through our Spark Give and Spark Volunteer programmes. You can
find more information on these programmes and participation levels
in our ESG Data Pack.
The Spark team with a cohort of students from the Tūrama
Pathways programme.
Spark’s ESG Data Pack is available here:
spark.co.nz/governance
Spark signs Quadrent Green Lease
A partnership between Quadrent and Spark has resulted in
hundreds of high school students in low-decile schools
receiving laptops to use, with more laptops to be donated over
the next four years
Through the Quadrent Green Lease initiative, Spark leases the
laptops its employees use. Once the lease has ended, the
laptops are then donated to schools, helping to bridge the digital
divide for students without access to essential learning tools.
To accelerate Spark’s donations, Quadrent bought more than
3,000 laptops from Spark. The proceeds from their resale in the
secondary market have enabled more than 800 brand new
laptops to be purchased for donation. Four hundred of these
have already been delivered to schools, providing vital digital
resources to up to 30 classrooms, with the first beneficiaries
being South Auckland schools – Papakura High School,
Papatoetoe High School, and Māngere College.
Spark New Zealand Annual Report FY25Hello tomorrow
39
Operating model transformation
Over the past year Spark has undertaken a large-scale transformation
programme, with the realignment of our organisational structure
to reflect our changing strategic priorities. This has also included
the establishment of several strategic partnerships across our IT
delivery model (see page 28), which has brought significant change
for our people.
As a result of these changes, we now have 4,043 employees across
the business, compared to 5,291 at the end of FY24. It is never easy
to make changes to our business that impact our people, and this in
no way reflects the quality of our teams. But to deliver a leaner, more
competitive business, we have had to make tough but necessary
choices to set Spark up for future growth. As we have worked
through these changes, we have been focused on supporting our
people and teams who have been impacted. All our people are
provided with redundancy packages, as well as outplacement
support. This includes access to wellbeing services through our
wellbeing platform, Clearhead, which provides mental health
support tools and the option to access fully funded therapy sessions.
Our people are essential to
our business.
We are focused on creating a
high-performance culture that
offers our people leading-edge
learning and development and
the opportunity to grow their
careers in an inclusive, agile
environment.
Our
people
Our people
40
Our people
People engagement
We measure the engagement of our people at least twice a year
to understand our people’s views and needs. We use a globally
recognised measure of engagement that covers pride in working
at Spark, whether they would recommend Spark as a great place to
work, their level of motivation, and the likelihood of staying with
Spark in the near future.
Feedback from these surveys is shared with our people, with
improvement actions then co-created within teams to improve
our ways of working and culture. At the end of FY25 our people
engagement score was 50%, which is down from 67% a year ago.
This drop in engagement, while disappointing, is understandable
given the scale of operational change in the business and
challenging performance context over the past 12 months. It is also
in line with the typical reductions experienced by companies going
through significant change.
We did see several positive results emerge from this survey, with
85% of our people saying they feel empowered to make decisions in
their role, and 79% knowing how their work contributes to the goals
of Spark. Feedback on wellbeing and inclusion-related topics were
also strong with 83% agreeing that their leader cares about their
wellbeing, and 81% saying they bring their authentic self to work.
Despite the decrease in overall people engagement, we remain
focused on our ambition to create a culture of high engagement
and inclusion and have clear action plans in place – from the
Leadership Squad to all individual teams – to return to strong
engagement levels, with continual improvement.
Fifty Albert Street
In December, Spark shifted its Auckland head office to a new
location at 50 Albert Street.
The move to Fifty Albert allowed Spark to bring its Auckland
teams together into one fit-for-purpose space over six levels,
with a smaller and more efficient footprint that better aligned
with its leaner workforce and new ways of working.
Fifty Albert has 6-Green-Star and 5-Star-NABERS energy
efficiency ratings, aligning to Spark’s sustainability ambitions.
Multiple open spaces across each floor offer opportunities for
our people to come together to collaborate and create
innovative products and solutions for our customers.
The building is located in the heart of the city, in close proximity
to trains, buses and ferries – providing a range of public
transport commuting options for our people.
Spark New Zealand Annual Report FY25Hello tomorrow
41
Investing in learning and development
Continuous learning is a core focus of how we develop our people
at Spark. We want to enable personal growth and adaptability, so
our people are clear on what our customers want and need, are
open to diverse ideas and perspectives, can adapt at pace, and
sustain high performance.
Our skilling centre – Te Awe
We continued to upskill our people through our internal skilling
centre, Te Awe.
In FY25 we offered programmes in cloud computing in partnership
with AWS and Microsoft. We also offered two programmes in
Generative AI, with 870 Spark people completing at least one
module, and a tiered learning programme via our partnership with
Tech Academy, which over 1,000 Spark people participated in.
During the year we also launched a New Zealand Qualifications
Authority (NZQA) accredited Generative AI Foundations micro-
credential in partnership with Open Polytechnic and Te Pūkenga,
that offers our people Level 3 and 4 NZQA credits.
Leadership development
Given the scale and pace of change in our operating environment,
adaptive leadership skilling continues to be a key focus for Spark.
During FY25 we evolved our leadership standard, which sets
consistent company-wide expectations of our senior leaders.
The new standard was informed by global research identifying the
attributes required for people who are leading transformative
change. All of Spark’s senior leaders completed an assessment to
evaluate their current interpersonal and leadership skills against this
standard, as well as opportunities for growth. This then informed
ongoing development plans as part of Spark’s enduring focus on
further upskilling our leaders and embedding our leadership
standards across the business.
Health, safety, and wellbeing
Spark has a well-established health and safety management system,
focused on continuous improvement. It covers all Spark employees
and contractors working at Spark sites and aligns to the Health and
Safety at Work Act (2015) and other relevant legal and regulatory
requirements.
During FY25 no Spark employee or contractor suffered serious
injury or death whilst at work. Our TRIFR (Total Recordable Incident
Frequency Rate) increased to 3.9 per million hours worked, primarily
due to an increase in the number of recordable soft tissue injuries.
No notifiable events were reported under current New Zealand
health and safety legislation.
Spark received one health and safety improvement notice issued by
WorkSafe to its subsidiary, Entelar Group. While no harm occurred
and no injuries were sustained, the usual safety process was not
followed. As a result, Entelar Group reviewed its policy, provided
additional training for its warehouse teams and contractors, and
built better traffic management plans at its warehouses.
Wellbeing remains a clear priority at Spark through Mahi Tahi, our
wellbeing programme. The four pillars of the Mahi Tahi framework
are closely aligned with Te Whare Tapa Wha (the four cornerstones
of Māori health) – healthy work environment; connection,
collaboration, and community; mind health; and energy.
We have an online Wellbeing Hub that includes opportunities for
our people to book sessions with Spark-certified Mahi Tahi coaches
(who are trained and supervised by psychologists and act as
first-line support to our people) or one of our psychologists, who we
have partnered with directly to provide specialist care to people in
critical need.
We continued our partnership with Clearhead – a wellbeing platform
using an online app to support people to proactively manage their
mental health and resilience by, providing access to specialised care
with trained psychologists and counsellors. We also continue to
work with Take A Breath to offer the tools and approaches that help
our people improve their energy, reduce anxiety and manage
healthy sleep cycles.
We continued to
upskill our people
through our
internal skilling
centre, Te Awe.
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42
Our people
Diversity, equity, and inclusion
Research demonstrates, and we know from our own experience
and agile ways of working, that diverse teams and diversity of
thought deliver better business results. This is why our commitment
to diversity, equity, and inclusion is a strategic business priority.
In addition to measuring our diversity and setting targets for
improvement, we also take the time to celebrate the things that
make our teams unique through our ‘Blue Heart’ programme. In
FY25 we celebrated many cultural events that are important to our
people, such as Diwali, Eid, Matariki, and Pasifika language weeks.
Te Korowai Tupu
Building our cultural competency in te ao Māori supports our ability
to engage our people, our customers, and our communities –
particularly iwi. Guided by Te Korowai Tupu, our Māori strategy,
we have embedded te ao Māori competency into our learning
framework over the past year.
During FY25, over 500 of our people have participated in various
learning activities – including te reo Māori or tikanga courses
through our partners Te Wānanga o Aotearoa and Education Perfect,
Māori development training with Hapai Tūhono, and in-house
training. Feedback has been overwhelmingly positive, with
increased confidence in engaging with Māori customers and
stakeholders.
We celebrated Waitangi Day, Matariki, and Te Wiki o te Reo Māori
to encourage engagement with kaupapa Māori and build our
people’s te reo Māori language skills. A highlight for FY25 was the
blessing of our new office in Tāmaki Makaurau (Auckland) by Ngāti
Whātua Ōrakei.
Read our Diversity and Inclusion Policy:
spark.co.nz/diversity-policy
Spark New Zealand Annual Report FY25Hello tomorrow
43
Gender composition by role (with headcounts)
1
There are an additional 52 people who have not provided/prefer not to disclose their gender.
Gender
2
Number of people Female % Male % Female # Male # Gender diverse
Directors757%43%FY25: 4FY25: 3
-1-6%6%FY24: 5 FY24: 3
Leadership Squad
3
1050%50%FY25: 5FY25: 5
-1-5%5%FY24: 6 FY24: 5
Other leadership
roles
4
6245%55%FY25: 28FY25: 34
-102%-2%FY24: 31 FY24: 41
Permanent starters39748%52%FY25: 189FY25: 208
-4479%-7%FY24: 330 FY24: 497
Permanent leavers1,48929%71%FY25: 437 FY25: 1,050
514-9%11%FY24: 369 FY24: 583
Total
5
4,04935%65%FY25: 1,405FY25: 2,576FY25: 10
-1,2491%-1%FY24: 1,778 FY24: 3,435 FY24: 16
Our diversity performance
Over the past year we have continued to focus on improving female representation to achieve our ambition of 40:40:20 representation
Spark-wide, which refers to 40% men, 40% women, and 20% of any gender
1
. In FY25, female representation across Spark increased from
34% in FY24 to 35%.
Across our Leadership Squad and senior leaders, we maintained 40:40:20 representation, which is fundamental to reaching our broader
diversity ambitions. Our Leadership Squad had a 50% female and 50% male split in FY25. Our Board had a 57% female and 43% male split
in FY25, with four female directors (including our CEO) and three male directors. Following the conclusion of the financial year we announced
changes to our Board composition, with two directors resigning from the Board, and three new directors joining in FY26. As a result, from
October 1 2025, our Board composition will be 50% female and 50% male, meeting our 40:40:20 ambition.
In addition to the tables below, we also publish a stand-alone ESG Data Pack which includes detailed employee reporting, including
employees by contract type, benefits available to employees by contract type, and parental leave return rates.
Spark’s ESG Data Pack
is available here:
spark.co.nz/governance
1. The “20” in the 40:40:20 ratio refers to the
remaining portion of a group or team that can
be filled by any gender including male, female,
non-binary, and other gender identities,
allowing for further diversity and inclusion
beyond the 40/40 split.
2. For the purposes of NZX Listing Rule 3.8.1(c)
no directors or members of the Leadership
Squad self-identify as gender diverse.
3. Includes the CEO who is also included as a
Director in the line above. The Leadership
Squad is considered ‘senior managers’ for the
purposes of the Financial Markets Conduct Act
2013 and ’senior executives’ for the purposes
of the ASX Corporate Governance Council’s
Principles and Recommendations.
4. Substantive roles that report directly to
members of the Leadership Squad.
5. Includes non-executive directors. Spark’s
employee headcount, including our CEO, is
reported as 4,043.
Age distribution by role (with headcounts)
Age
Number
of people
Under
30 years old
30 – 50
years old
Over
50 years old
Directors70%14%86%
-1No changeNo changeNo change
Leadership Squad
3
100%50%50%
-1No change-5%5%
Other leadership
roles
4
620%58%42%
-10-2%0%2%
Permanent starters39738%55%7%
-4475%-1% -4%
Permanent leavers1,4894%67%28%
514-24%14%10%
Total
5
4,04915%59%26%
-1,249-2%2%0%
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44
Our people
Reducing our gender pay gap
Our ambition was to reduce our median gender pay gap by 10 percentage points from 28% in FY21 to 18% by the end of FY25. We have
made steady progress in recent years, with our closing pay gap at the end of FY25 at 23%. Whilst we did not achieve the 10 percentage point
reduction we had targeted, looking ahead to FY26 we will maintain our focus on achieving a reduction in our median gender pay gap with new
goals to be set as part of our FY30 strategic ambitions. This will continue to require improvements in female representation and progression in
specialist skilled areas and roles as well as a sharper focus on our partnerships, pathways and practices.
Despite the median gender pay gap progress not being as significant as we would have liked by FY25, our mean (average) gender pay gap
has continued to improve from 12% in FY24 to 11% in FY25.
CategoryNumber of employees
in category
Gender gap:
mean
1
Gender gap:
median
2
Leadership: FY25: 72 (39 Male, 33 Female)FY25: 4%FY25: 18%
CEO, Leadership Squad and substantive roles
that report directly to members of the Leadership
Squad
FY24: 83 (46 Male, 37 Female) FY24: -1% FY24: 19%
Technology: FY25: 2,001 (1,552 Male, 449 Female)FY25: 10%FY25: 14%
employees who work in technology-focused
areas of the business
FY24: 2,728 (2,081 Male, 647 Female) FY24: 12% FY24: 20%
Customer Channels: FY25: 791 (394 Male, 397 Female)FY25: 3%FY25: 0%
people primarily employed within our contact
centres and retail operations
FY24: 820 (418 Male, 402 Female) FY24: 0% FY24: 0%
Rest of Spark: FY25: 1,117 (591 Male, 526 Female)FY25: 18%FY25: 18%
including corporate, product, marketing, and
customer units
FY24: 1,582 (890 Male, 692 Female) FY24: 16% FY24: 17%
Total
3
FY25: 11%FY25: 23%
FY24: 12% FY24: 22%
1. Pay gap = (mean male salary - mean female salary)/mean male salary
2. Pay gap = (median male salary - median female salary)/median male salary
3. Gender diverse individuals and those who have not provided or prefer not to disclose their gender were excluded from the analysis.
Calculated using hourly On Target Earnings or Total Base Remuneration plus Short-Term Incentive Target values as at 30 June 2025.
Focusing on improving ethnic representation
In FY25 we continued our focus on attracting, retaining, and progressing a diverse range of people across our organisation. Our people
identify with 176 unique ethnicities, and this diversity contributes strongly to our workplace culture. We had an ambition to lift Māori and
Pasifika representation by 5 percentage points by the end of FY26, which at this point in time has proven challenging. In FY25, Māori and
Pasifika represented ~8% of our workforce, which was down on the previous year. We remain committed to improving Māori and Pasifika
representation to ensure we reflect New Zealand's changing demographics and the diversity of our customers. As part of our strategic
ambitions ahead we will put in place a revised ambition and pathway out to FY30.
0102030405060708090100
Rest of Spark
Other
leadership
roles
Leadership
Squad
Board
Total
NZ European/
European
Asian
Pasifika
Middle East,
Latin America
and Africa
Māori
Other
Percentages based on permanent and fixed-term employees at Spark; employees as of 30 June 2025 who had provided ethnicity data (n=3179). NZ European/European
includes all European ethnicities (e.g. British, German) and Australian European. Spark collects information on main and other ethnicity where an individual identifies with
more than one ethnicity. Consistent with the Champions for Change methodology, where an individual reports more than one ethnicity these are represented equally (e.g.
two ethnicities represented as 0.5 each).
Spark New Zealand Annual Report FY25Hello tomorrow
45
A note from David Havercroft,
Chair of the HRCC
As the Chair of the Human Resources and Compensation
Committee (HRCC) I am pleased to present Spark’s Remuneration
Report for FY25.
The HRCC is tasked with reviewing and refining our framework and
practices to ensure they remain competitive and fair, to support the
attraction, retention, and motivation of a talented workforce. Our
approach is underpinned by robust governance and benchmarking
against industry standards, ensuring that our policies reflect both
market conditions and the long-term interests of our shareholders.
At Spark, in addition to our competitive salaries for our people
we operate incentive schemes for our Leadership Squad and a
select group of senior leaders that drive business-wide outcomes.
Our Short-Term Incentive (STI) focuses on core financial metrics,
customer service and for FY26 I am pleased that we are introducing
mobile network leadership as a key component. Our Long-Term
Incentives (LTI) are focused on sustainable value growth for our
shareholders. No STI payments were made for FY25 as the EBITDAI
threshold was not met and all options issued through our FY22 LTI,
which was due to vest in September 2024, lapsed as the
performance hurdle was not achieved.
Recognising the significant transformation programme currently
underway, which will underpin business results in the years ahead,
we introduced a new transformation delivery incentive for a select
group of individuals within the business, including our Leadership
Squad. This incentive is equity-based and will vest in September
2027 if partnering and operating model targets are achieved.
This year we undertook a review of our total remuneration framework.
To ensure our continued focus on rewarding contribution and
delivery of business performance we made changes to our
short-term and long-term performance measures for FY26. In our
short-term incentive this includes a stronger weighting of financial
metrics, the inclusion of free cash flow alongside EBITDAI and in our
long-term incentive the inclusion of both relative and absolute total
shareholder return hurdles.
Remuneration
Report
David Havercroft
The HRCC plays a pivotal role in aligning remuneration policies
and practices to support business performance and the Committee
works hard to acknowledge the needs of both our shareholders and
people as it makes decisions and recommendations to the Board.
As Chair, I am committed to ensuring that we maintain these robust
practices to reward individual and collective success for all our
employees.
Over the past year our transformation programme has brought
significant change for our people, as we have adapted our
business to changing markets. During this time, we have focused
on supporting our team members who have been impacted,
through the redundancy packages we provide as well as broader
outplacement support. I would like to thank all our people for their
continued commitment to Spark, and I look forward to FY26 as we
start working towards our new five-year strategy ambitions.
Ngā mihi nui,
David Havercroft
Chair of the HRCC
46
Remuneration Report
Remuneration Report
Remuneration at Spark
Spark remunerates our people with salaries in line with the market,
alongside consideration of performance, scope, skills, and
experience, to recruit and retain the best talent.
We have an annual salary review process for all eligible permanent
employees. For most employees this is based on our Contribution
Model, which considers employee development in their ‘craft’ as
well as the application of people skills, customer focus, and
commercial acumen. The aim is to ensure progression is transparent,
with a five-step career ladder from beginner to expert and clearly
defined competencies to progress against. Salary ranges for steps
are transparent for our people and benchmarked against the
New Zealand market.
Fixed remuneration
All Spark employee packages include a fixed remuneration
component that is set based on contribution, experience, and market
relativities. Fixed remuneration consists of base salary. KiwiSaver sits
outside fixed remuneration and as such, employees with KiwiSaver
receive employer contributions on top of base salary and incentives.
A number of Spark-funded benefits, including medical and life
insurances, are also available to eligible employees on top of fixed
remuneration.
Short-Term Incentive schemes
Spark operates a small number of Short-Term Incentive schemes,
from monthly and quarterly commission and sales incentive plans
to annual cash-based short-term incentives. Some employees in
specific sales positions may have a component of their remuneration
subject to individual or divisional sales performance targets, such
that their total remuneration potential is directly linked to the
acquisition and retention of profitable business for Spark.
For senior leaders, including the Leadership Squad, a component of
their remuneration packages are at risk in the form of a discretionary
annual cash-based Short-Term Incentive (STI). Spark’s STI scheme
rewards senior leaders for the achievement of annual performance
objectives, with payments awarded from a fixed pool that is set
based on overall Spark performance against financial and/or
non-financial annual performance objectives. The actual payment
to individuals is at the discretion of the Board.
Eligibility to participate in the STI scheme on an annual basis is at the
discretion of the company and is targeted at individuals in senior
roles who play a significant role in driving the overall performance of
Spark. The STI scheme rules contain a clawback provision that allows
Spark to clawback any payments made under the STI scheme. This
provision can be used in the event Spark has relied on incorrect data
or information in calculating the payment, for a period of 12 months
following the payment.
FY25 Short-Term Incentive scheme outcomes
For FY25, substantively all STI participants shared the same Spark
Group targets comprising of EBITDAI, customer experience
measures, as well as additional measures based on our SPK-26
strategy. The on-target percentages are provided in the table below.
Where the result of a performance metric falls below a specified
threshold, there is no payment for that proportion of the STI. Where
results exceed the target, the payment can scale to up to twice the
target percentage, with a maximum overall payment of 200%.
The FY25 Group performance outcome, as approved by the Board,
is summarised in the table below.
Performance
measure
% of
STITarget Outcome Result
Group EBITDAI 50% $1,163m 0% Did not meet
threshold
Customer
experience
– iNPS and
digital journey
completion
rate (JCR)
30%
+41 (iNPS)
22.5%
Performance
above
threshold
55% (JCR) Performance
above
threshold
Digital
infrastructure
revenue
(Data centres,
converged
tech, IoT)
20% $105m 15% Performance
above
threshold
Total 100% 0% No payment
through STI
scheme as
EBITDAI
threshold
was not met
FY26 Short-Term Incentive scheme target
The mechanics of the FY26 STI will be the same as those for FY25.
Group results will be the main determinate of the STI pool, with
substantively all participants sharing the same Group measures.
The FY26 group measures will be a combination of EBITDAI, free cash
flow, customer experience, network leadership and mobile growth.
MeasureWeighting
Core financial metrics (EBITDAI and Free Cash Flow)50%
Strategy measure – Mobile growth30%
Customer experience and network leadership20%
Spark New Zealand Annual Report FY25Hello tomorrow
47
Long-Term Incentive schemes
Spark believes that some senior leaders should have part of their
remuneration linked to the long-term performance of the company,
so for the Leadership Squad and a select group of senior leaders,
a long-term incentive forms part of their remuneration package.
Spark’s long-term incentive targets focus on total shareholder return,
as well as environmental, social and governance targets. In FY25,
Spark operated one main scheme: the Spark New Zealand Long
Term Incentive Scheme (LTI).
FY22 Long-Term Incentive outcome
The Spark Long-Term Incentive scheme is issued annually with a
three-year vesting period. This means the grant scheduled to vest
in FY25 was issued in FY22 (September 2021). This grant did not
vest in FY25 as the Absolute Total Shareholder Return (TSR) was not
achieved.
Grant
year Securities
Performance
period
Performance
measure
Vesting
outcome
FY22Options September
2021 –
September
2024
Absolute TSR,
hurdle
– Spark’s
annual cost of
equity + 1%
compounding
0%. No
options
were
vested as
3-year TSR
result was
-14.94%
compared
with a
32.25%
target
FY25 Long-Term Incentive Scheme performance measures
For FY25, members of the Leadership Squad (including the CEO)
and selected senior leaders were granted options under the Spark
Long-Term Incentive Scheme (LTI). Under the scheme, participants
were granted options at the start of the three-year vesting period.
The number of options granted equalled the gross LTI value divided
by the volume-weighted average price of Spark New Zealand shares
for the 20 days prior to the grant date. Subject to satisfaction of each
performance hurdle and continued employment, at vesting in three
years’ time the portion of options associated with each achieved
performance hurdle convert to Spark shares based on a zero exercise
price. Where a performance hurdle is not met the associated portion
of options simply lapse.
Vesting of the FY25 LTI grant (September 2024) is contingent on
participants’ continued employment with Spark through to
September 2027 with vesting depending on meeting or exceeding
set performance measures. 75% of the allocated shares will vest
based on aTSR exceeding cost of equity +1.5% (compounding
annually) over the vesting period and 25% will vest based on
performance against environmental and diversity targets. aTSR is
a measure of share price appreciation and dividends paid over the
three-year period of the grant.
MeasureTarget
Vesting
outcome
Absolute TSRCost of equity + 1.5% compounding75%
Scope 1 & 2
Emissions
Reduce absolute scope 1 and scope 2
GHG emissions by at least 39.2%
against baseline GHG performance
12.5%
Gender pay
gap (median)
Reducing gender pay gap by six
percentage points to 16%
12.5%
FY26 Long-Term Incentive scheme performance measures
For FY26, members of the Leadership Squad, including the CEO,
and selected senior leaders will be granted options under a similar
scheme as FY25, with performance measures relating to TSR
performance hurdles.
Vesting of the FY26 LTI grant (September 2025) is contingent on
participants’ continued employment with Spark through to
September 2028 and meeting or exceeding set performance
measures. 50% of the allocated shares will vest based on a Total
Shareholder Return (TSR) exceeding cost of equity + 1%
(compounding annually) over the vesting period and 50% will vest
based on performance relative TSR against NZX20 comparators.
TSR is a measure of share price appreciation and dividends paid
over the three-year period of the grant.
Measure Target Weighting
Absolute Total
Shareholder Return (aTSR)
Cost of equity + 1%
compounding
50%
Relative Total Shareholder
Return (rTSR)
Upper quartile
performance against
the NZX20 (excluding
Spark)
50%
FY27 Transformation Delivery Incentive
A transformation delivery incentive has been established as an
equity-based incentive for a select group of individuals within the
business, including our Leadership Squad. This one-off medium-
term incentive will vest in September 2027 subject to achieving
partnering and operating model targets related to our
transformation programme in FY27.
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48
Remuneration Report
Employee remuneration
The table below shows the number of employees and former employees, not being directors of Spark, who, in their capacity as employees,
received remuneration and other benefits during FY25 totalling NZ$100,000 or more.
1
RangeCurrentFormerTotalRangeCurrentFormerTotal
$100,000 – $110,00025465319$320,001 – $330,000325
$110,001 – $120,00018951240$330,001 – $340,000134
$120,001 – $130,00023754291$340,001 – $350,000628
$130,001 – $140,00023351284$350,001 – $360,000303
$140,001 – $150,00022342265$360,001 – $370,000303
$150,001 – $160,00018823211$370,001 – $380,000213
$160,001 – $170,00019928227$380,001 – $390,000202
$170,001 – $180,00012919148$390,001 – $400,000101
$180,001 – $190,00011414128$400,001 – $410,000101
$190,001 – $200,0008020100$420,001 – $430,000101
$200,001 – $210,00059968$430,001 – $440,000101
$210,001 – $220,000351045$440,001 – $450,000112
$220,001 – $230,00034741$460,001 – $470,000213
$230,001 – $240,00027835$470,001 – $480,000112
$240,001 – $250,00022426$490,001 – $500,000101
$250,001 – $260,00022224$520,001 – $530,000101
$260,001 – $270,00010010$540,001 – $550,000101
$270,001 – $280,00012113$570,001 – $580,000101
$280,001 – $290,000628$610,001 – $620,000101
$290,001 – $300,00011516$650,001 – $660,000101
$300,001 – $310,000415$880,001 – $890,000101
$310,001 – $320,00012214
2,1354292,564
1. Remuneration in the table includes all earnings including base salary, incentive payments, employer KiwiSaver contributions and redundancy payments. The table does
not include: amounts paid after 30 June 2025 relating to FY25; long-term incentives that have been granted and have yet to vest (based on grant values, the total value
of which as NZ$14.8 million as at 30 June 2025); product and service concessions received by employees; contributions paid towards health and other insurances; and
contributions paid to the Government Superannuation Fund (a legacy benefit provided to a small number of employees).
Spark New Zealand Annual Report FY25Hello tomorrow
49
Leadership Squad remuneration
All Leadership Squad packages include a fixed remuneration
component that is set based on contribution, experience, and market
relativities. Fixed remuneration supports the attraction, motivation,
and retention of highly skilled executives. Fixed remuneration
consists of base salary and employer KiwiSaver contributions.
A component of each Leadership Squad member’s remuneration
package is at risk through both the Spark LTI and the discretionary
annual cash-based STI schemes. Under the LTI scheme, Leadership
Squad members are granted options annually at the start of a
three-year vesting period, with vesting subject to the achievement of
specific performance hurdles. The STI scheme rewards Leadership
Squad members for meeting annual performance objectives, which
vary from year to year.
Remuneration mix
The table below shows the standard FY26 remuneration mix for the
Leadership Squad expressed as a percentage of fixed remuneration.
The LTI values represent the maximum LTI value. The STI scheme
is expressed at target, with payment range from no payment, where
no target thresholds are met, to a maximum payment of double the
target value, where all stretch targets are met. Leadership Squad
members will also participate in our FY27 Transformation Delivery
Incentive (see page 48) which is a non-recurring component of
remuneration.
Leadership Squad remuneration
Long-term incentive 40% of base
Short-term incentive 50% of base
Salary Base
Performance evaluation
The CEO annually reviews the performance of her direct reports.
The evaluation is undertaken using criteria set by the CEO, including
the performance of the business, the accomplishment of strategic
and operational objectives, and other non-quantitative objectives
agreed with the HRCC at the beginning of each financial year.
Spark undertakes appropriate checks before appointing someone
onto the Leadership Squad.
CEO remuneration
Remuneration policy, strategy, and governance
CEO Jolie Hodson’s remuneration package reflects the scope, risk
and complexity of her role and is set by the Board with reference to
the remuneration of CEOs of similarly sized organisations. For FY26
the Board has resolved that the CEO remuneration package
should remain unchanged. While there are no changes to the CEO’s
contractual remuneration, the Board approved the CEO’s
participation in the FY27 Transformation Delivery Incentive which is a
one-off non-recurring equity-based scheme worth 20% of base salary.
Subject to achievement of transformation-related performance
targets in FY27 the options would vest in September 2027.
CEO remuneration FY25
For FY25 the CEO’s remuneration package comprised of a fixed
cash component, an at-risk long-term incentive, to be awarded
under the Spark Long-Term Incentive Scheme, and an at-risk
short-term incentive. The targets and operation of the CEO’s LTI and
STI is the same as those applied to other Spark executives and more
fully described under Short-Term Incentive scheme and Long-Term
Incentive scheme on pages 47 – 48. The construct of the CEO’s
remuneration package is such that 60% of her remuneration package
is at risk. The table below shows the at target remuneration mix:
Long-Term Incentive 75% of base
Short-Term Incentive 75% of base
Salary Base
The CEO is also expected to maintain a holding of Spark shares as
set out on page 52 of this report.
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50
Remuneration Report
Remuneration components
Short-Term Incentive scheme
The CEO is eligible for an annual cash-based short-term incentive,
subject to the achievement of specific performance objectives set
by the Board based on Spark’s strategy and business plan for the
respective financial year. These objectives will be a combination of
financial and non-financial measures. This is covered in more detail
in the earlier STI scheme section. The Board assesses the CEO’s
performance at the end of the financial year to determine the actual
payment value of her short-term incentive, which is in the range of
0% to 200% of her target value.
The FY25 Group performance outcome, as approved by the Board
and applicable to the CEO, is summarised as follows:
Performance
measure
% of
STITarget Outcome Result
Group EBITDAI 50% $1,163m 0% Did not meet
threshold
Customer
experience
– iNPS and
digital journey
completion
rate (JCR)
30%
+41 (iNPS)
22.5%
Performance
above
threshold
55% (JCR) Performance
above
threshold
Digital
infrastructure
revenue
(Data centres,
converged
tech, IoT)
20% $105m 15% Performance
above
threshold
Total 100% 0% No payment
through STI
scheme as
EBITDAI
threshold
was not met
Long-Term Incentive scheme
For FY25 the CEO’s LTI was granted as share options under the
Spark Long-Term Incentive Scheme described under Long-Term
Incentive scheme on page 48.
The LTI component of the CEO’s remuneration package is designed
to link part of her remuneration to the long-term performance of
Spark, and align her interests with those of shareholders, through
the grant of options with post-allocation performance hurdles.
Performance hurdles
Performance hurdles apply to Long-Term Incentives granted to the
CEO. The hurdles are agreed by the Board and set a minimum level
of performance that is required to be achieved over the period of
each grant, for the LTI to be eligible to vest. For FY25, the targets
were Spark’s TSR over the period meeting or exceeding Spark’s cost
of equity, plus 1.5% compounding annually (75% of grant), and
three ESG targets (25% of grant).
Spark must meet or exceed these targets over the period of the
grant (from the date the options are granted to the date three years
after that date) for the relevant proportion of the options to vest. If
Spark does not meet the target, the associated proportion of those
options will lapse. Testing to determine whether the TSR
performance hurdles have been met will occur at the end of the
vesting period of the grant. The Board will receive independent
advice to the effect that the performance hurdle has been met, or
not met, in determining whether the CEO can exercise the options
or whether the options will lapse.
CEO termination
Spark may terminate the CEO’s employment with three months’
notice. A payment of nine months base remuneration will be made,
plus entitlements for annual performance incentives and long-term
incentives subject to the rules relating to these incentives, in the
case of termination by Spark, other than for termination for cause.
If there is a change of control that results in the CEO no longer
being the CEO of a publicly listed company, then she will be able to
terminate her employment with three months’ notice and receive
payment as if Spark had terminated her employment.
Spark may also terminate the CEO’s employment without notice for
defined causes, in which case she will receive no further entitlement
to any remuneration.
Spark New Zealand Annual Report FY25Hello tomorrow
51
CEO remuneration
The table below outlines the total remuneration earned or paid in FY24 and FY25, by and to the CEO, Jolie Hodson. It also includes the target
remuneration expected to be earned or paid in FY26.
Period
FY24 actual
remuneration
($NZD)
FY25 actual
remuneration
($NZD)
FY26 target
remuneration
($NZD)
Fixed remuneration
1
Base salary$1,266,900$1,266,900$1,266,900
Employer KiwiSaver
contributions
$52,152
2
$37,042$44,307
3
Short-Term Incentive (STI) Earned$0$0$950,175
(if targets achieved)
Amount earned as % of
maximum award
0%0%–
Total cash-based remuneration$1,319,052$1,303,942$2,261,382
(total earnings, if
targets achieved)
Long-Term Incentive (LTI)
4
Number of shares vested0 (187,430) lapsed)0 (189,846 lapsed)178,870
5
(if targets achieved)
% of maximum awarded
for the relevant
performance period
0%0%–
Market price at vesting
date
–––
Total (Fixed remuneration + STI + LTI vested)$1,319,052$1,303,942$2,261,382
6
(if targets achieved)
1. Excludes value of employee benefits including Spark mobile and broadband credit, life insurance and medical insurance.
2. Includes KiwiSaver contributions paid in FY23 STI.
3. Employer KiwiSaver contributions increase to 3.5% of base salary from 1 April 2026.
4. The LTI for FY24 was issued in FY21, FY25 LTI was issued in FY22, FY26 LTI was issued in FY23.
5. Options scheduled to vest in September 2025 subject to performance hurdles.
6. Excludes LTI as these options are not vested. Based on closing market price as at 30 June 2025 these options, if vested, would be worth $402,476.
The CEO’s FY22 long-term grant, issued in 2021, did not vest in FY25 (September 2024) as the Absolute TSR hurdle was not achieved:
Grant year Securities Performance period Performance measure Vesting outcome
Options
lapsed
Value
transferred
FY22 Options September 2021 –
September 2024
Absolute Total Shareholder
Return (TSR), hurdle – Spark’s
annual cost of equity + 1%
compounding
0% – 3 year TSR result
was -14.94% compared
with a 32.25% target
189,846 NZ$0
The CEO is expected to acquire and hold shares that are at least equivalent in value to 25% of the CEO’s base salary. Ideally this shareholding
would increase to 100% of base salary subject to the vesting of shares under any Long-Term Incentive schemes. To fulfil this expectation shares
are to be acquired within a four-year period from 1 July 2019. As at 30 June 2025 the CEO held 311,830 ordinary shares which exceeded the
expected shareholding requirement to hold shares that are at least equivalent in value to 25% of the CEO’s base salary.
Board remuneration
Director remuneration
The remuneration of directors is reviewed annually by the Human Resources and Compensation Committee (HRCC), taking account of the
company’s size and complexity and the responsibilities, skills, performance, and experience of the directors, with recommendations made to
the Board for approval. Specialist independent consultants may be engaged from time to time to provide advice and ensure that the
remuneration of Spark’s directors is appropriate and comparable to that of similar companies in New Zealand and Australia.
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52
Remuneration Report
Apart from the CEO, no director of Spark receives compensation in the form of share options or restricted shares, nor do they participate in any
bonus or profit-sharing plan. Non-executive directors are, however, expected to maintain a holding of Spark shares as set out on page 60 of
this report. As is the case for employees, directors are required to comply with the Insider Trading Policy when buying or selling Spark shares
and any such transactions are disclosed to the market.
Remuneration components
No superannuation or retirement allowance was paid to any Spark director during FY25. Spark does not have service contracts with any
director, apart from the CEO, that provide for any benefits or remuneration in the event that a director’s service with Spark is terminated.
New Zealand-based non-executive directors are eligible for Spark-funded medical insurance, and all non-executive directors are also eligible
for Spark-funded life insurance.
FY25 director remuneration
The total remuneration available to non-executive directors is fixed by shareholders. The current annual remuneration limit is $1,630,000
approved at the annual meeting held in November 2017.
The fees payable to non-executive directors during FY25 were:
Board/Committee
1
Chair
2
Member
3
Board of Directors $381,700 $150,300
Audit and Risk Management Committee (ARMC) $40,500 $19,700
Human Resources and Compensation Committee (HRCC) $34,700 $17,400
1. All non-executive directors are members of the Nominations and Corporate Governance Committee (NOMs) and receive no additional fees for this role.
2. Committee Chair and member fees were not payable to the Chair of the Board. Committee member fees were not payable to committee Chairs.
3. Member fees were payable for each committee.
There is no increase to non-executive director fees for FY26. Fees will continue to be paid out of the current shareholder-approved annual
remuneration limit of $1,630,000.
The total remuneration received by non-executive directors of Spark during FY25 was as follows:
1
Name of DirectorBoard fees
2
Audit & Risk
Management
Committee fees
Human Resources
and Compensation
Committee fees
Total
remuneration
3
Justine Smyth$381,700––$381,700
Alison Barrass
4
$50,644 –$11,692$62,336
Warwick Bray$150,300$19,700 $170,000
Sheridan Broadbent$150,300$19,700$17,400$187,400
David Havercroft$150,300–$26,050
5
$176,350
Gordon MacLeod$150,300$40,500–$190,800
Lisa Nelson$150,300$19,700$17,400$202,400
6
Total$1,183,844$99,600$72,542$1,370,986
1. The figures shown are gross amounts and exclude GST (where applicable) and are rounded to the nearest dollar.
2. All non-executive directors are members of the Nominations and Corporate Governance Committee (NOMs) and receive no additional fees for this role.
3. This table excludes contributions towards medical and life insurance of a total of $32,512. Spark meets costs incurred by directors that are incidental to the
performance of their duties. This includes providing New Zealand-based directors with mobile phones and $120 per month which can be used towards Spark products
or services and overseas-based directors with $400 per month phone allowances. Spark also meets the costs of directors’ Spark-related travel. As these costs are
incurred by Spark to enable directors to perform their duties, no value is attributable to them as benefits to directors for the purposes of the above table.
4. Ms Barrass resigned as a director from 1 November 2024.
5. Mr Havercroft was appointed Chair of the HRCC from 4 December 2024.
6. This figure includes the additional $15,000 Ms Nelson earned as a member of the MATTR Investment Committee during FY25.
Other directors’ fees
Mr Richard Quince received a director’s fee of NZ$5,000 (excluding GST) for acting as a director of Teleco Insurance (NZ) Limited. No other
director of any subsidiary received any director’s fees or other benefits except as an employee.
Spark New Zealand Annual Report FY25Hello tomorrow
53
Governance
Corporate governance
Stock exchange listings
Spark’s ordinary shares are listed on the NZX and ASX. Spark is
admitted to the Official List of ASX as a foreign exempt issuer. As a
NZX listed issuer and ASX foreign exempt issuer, Spark complies
with NZX Listing Rules and applicable ASX Listing Rules.
Spark’s American Depositary Shares, each representing five ordinary
Spark shares and evidenced by American Depositary Receipts (ADRs)
are traded over-the-counter in the United States. This is a Level 1 ADR
programme that is sponsored by Bank of New York Mellon.
Spark Finance Limited, a wholly owned subsidiary of Spark
New Zealand Limited, has debt securities listed on the NZDX.
Maintaining high standards of corporate governance
The Board regularly reviews and assesses Spark’s governance
structures and processes to ensure they are consistent with
international best practice, in both form and substance.
Spark has complied with the recommendations of the NZX
Corporate Governance Code (dated 31 January 2025) and
substantially complied with the principles and recommendations
of the ASX Corporate Governance Council’s Principles and
Recommendations (4th Edition) for the FY25 reporting period.
Spark is a climate reporting entity for the purposes of the Financial
Markets Conduct Act 2013 and is accordingly required to prepare
climate-related disclosures for the year ending 30 June 2025.
Ethics and legal compliance
Under our Code of Ethics all our people are responsible for ensuring
we behave ethically and comply fully with all applicable laws and
regulations. Spark’s Legal and Compliance Policy sets out the specific
accountabilities that our people have for complying with the law.
Every employee is required to complete online training modules on
the Code of Ethics, and we reinforce this training through regular
communication across the business.
We also engage constructively with the Commerce Commission
and other regulators both proactively and reactively, to ensure we
are complying with all applicable laws and regulations.
There were no significant instances of non-compliance with laws
or regulations, including in respect of marketing communications,
in FY25.
There is a requirement for all our employees and contractors to
complete mandatory e-learning modules to ensure proficiency in
core foundational areas, such as health and safety, legal, privacy,
decision-making, and security.
As part of our ISO 27001 accreditation there are additional modules
required for completion prior to gaining access to systems and
sensitive information, to maintain high quality standards when
dealing with information, customer data, and security. These are
closely monitored and audited, and we undertake recertification
every three years, with the last certification issued in July 2023.
Details of debt securities issued by Spark Finance Limited
can be found in Spark Finance Limited’s reports at:
investors.sparknz.co.nz/Investor-Centre
Details of Spark’s corporate governance statement,
climate-related disclosures, and governance policies and
processes: spark.co.nz/governance
Governance
54
Governance
Directors leaving
the Board in FY26
Directors joining
the Board in FY26
Justine
Smyth
David
Havercroft
Jolie
Hodson
Lisa
Nelson
Warwick
Bray
Sheridan
Broadbent
Gordon
MacLeod
Lindsay
Wright
Vince
Hawksworth
Tarek
Robbiati
Qualifications
BCOM, FCA,
CFINSD
BABCOM, FCABA, CPABSC. (HONS),
MBA
BCOMBCOM, FCABCOMHND, CEI(P3),
MBA
MSC, MBA
Capability
Strategic knowledge
for scale telco/
technology businesses
Financial/commercial
Risk management/
regulatory and/or
sustainability
Customer insight/
retail/brand
People leadership
and culture
Listed company
governance
Capital markets/
capital structure
Digital/data/
new markets
Geographical locationNZNZNZUSAAustraliaNZNZNZNZUSA
Tenure (years)13.73.95.91.25.933000
GenderFMFFMFMFMM
KEY:
High capability Medium capability
The Board
The Board of Spark New Zealand is responsible for overseeing the
company’s governance and ensuring long-term value creation for
shareholders. It provides strategic guidance, monitors performance,
and ensures that the business upholds high standards of governance,
ethics, and compliance. While day-to-day operations are delegated
to the Chief Executive, the Board maintains accountability through
a formal framework that distinguishes its role from management.
Strategic role of the Board
Spark’s Board works closely with the Leadership Squad on key
decisions, oversees financial performance, and sets targets for
executive remuneration through its involvement in annual and
long-term planning processes. In FY25, the Board navigated
challenging operating conditions by taking decisive action to
improve performance and deliver sustainable competitive
advantage in future years. This included endorsing a significant
transformation of Spark’s operating model, and technology and
network operations, to deliver a net labour and Operating Expenses
(opex) reduction of $80–$100 million. At the heart of this
transformation was simplifying our portfolio to focus on our telco
core, which included approving the sale of Spark’s remaining
Connexa stake for $309 million, and accelerating our data centre
expansion through a capital partnership. Beyond financial oversight,
the Board monitors critical non-financial areas, such as employee
engagement, customer experience, governance, health and safety,
sustainability, cyber security, modern slavery, and risk management,
including climate change risk.
Board renewal and succession
Spark has an ongoing Board succession programme, which is
focused on finding new directors with relevant skills and experience
that complement the diverse perspectives already represented
around the table. Succession planning is overseen primarily by the
Nominations and Corporate Governance Committee (NOMs) which
includes all non-executive Board members.
Three new directors, Lindsay Wright, Vince Hawksworth, and Tarek
Robbiati, were appointed to the Board as independent, non-
executive directors at the start of FY26. Lindsay Wright joined the
Board effective 1 August 2025, while Vince Hawksworth and Tarek
Robbiati will join effective 1 October 2025.
Gordon MacLeod and Sheridan Broadbent will retire from the Board
in FY26.
At the start of FY26, the Board announced that it is actively assessing
potential Chair succession candidates.
The Board skills matrix below outlines the qualifications, capabilities,
geographic location, tenure, and gender of each member of the
Board as of 30 June 2025, and the incoming directors for FY26.
Ethnicity information is available on page 45 of this report.
Board skills matrix
To emphasise skills, the Board have specifically limited each director to a maximum of six capabilities, including up to three high capabilities.
Spark New Zealand Annual Report FY25Hello tomorrow
55
Governance
Definitions of categories of capability:
Strategic knowledge for scale telecommunications and technology
businesses: experience as a senior executive in, or as a strategy
professional advisor to, large telecommunications and/or
technology businesses
Financial/commercial: a strong accounting or finance background
and understanding of financial statements and reporting, key drivers
of financial performance, corporate finance and internal controls,
most likely being a chartered accountant having held the position of
Chief Financial Officer (CFO) in a publicly listed company, or senior
leadership position in a professional services/advisory firm.
Risk management/regulatory and/or sustainability: experience
in identifying and mitigating both financial and non-financial risks,
influencing public and regulatory policy decisions and outcomes, or
strong understanding and governance experience in the oversight
and management of sustainability risks and opportunities.
Customer insight/retail/brand: experience as a senior executive
responsible for driving customer experience within a large-scale
customer or retail organisation by effectively using insights,
optimising customer journeys, and building brands or demonstrated
experience in governance roles within large-scale customer and
retail organisations, providing strategic oversight and accountability
for customer experience, brand development, and commercial
outcomes.
People leadership and culture: experience as a senior executive
responsible for building and overseeing organisational culture,
people leadership and development, setting remuneration
frameworks and promoting diversity and inclusion within a publicly
listed or large private standalone company.
Listed company governance: listed company Board experience
other than Spark. Experience with sophisticated governance
structures.
Capital markets/capital structure: strong knowledge of debt and
equity capital markets, and experience with mergers and
acquisitions, and/or dealing with a range of funding sources and
capital structuring models.
Digital/data/new markets: experience as a senior executive in,
or as a professional advisor to, digital and/or data businesses, or
businesses in emerging or new markets. Experience in the use of
digital channels and the latest innovative and digital technologies.
Director independence
Spark is committed to maintaining a Board where the majority of
directors are independent, and free from any interests or
relationships that could compromise (or appear to compromise)
their ability to exercise objective and impartial judgement.
When assessing the independence of directors, the Board considers
a number of factors including those set out in the Board Charter
and in the NZX Corporate Governance Code. The Board has
determined, based on information provided by directors regarding
their interests, that as at 30 June 2025 Mr Bray, Ms Broadbent,
Mr Havercroft, Mr MacLeod, Ms Nelson and Ms Smyth were
independent. The Board determined that Ms Hodson was not
independent due to her position as CEO.
The Board (other than Ms Smyth) has considered the tenure of
Ms Smyth who has been a director for 13.7 years, and Chair for
6.9 years as at 30 June 2025. The Board considers Ms Smyth’s
understanding of Spark, and experience and skills in the industry
adds ongoing value to Spark. The Board is of the view that
Ms Smyth’s tenure does not interfere with her capacity to bring an
independent judgement to bear on issues before the Board, act in
the best interests of Spark, and represent the interests of its financial
product holders generally. The Board also does not consider that
Ms Smyth's independence could reasonably be perceived to be
materially affected by her board compensation or distributions from
Spark shares.
The NZX Corporate Governance Code commentary on factors to be
considered when determining director independence now includes
guidance on calculating whether a director derives a substantial
portion of their annual revenue from the issuer. NZX would not
expect the factor to apply unless a director derives at least one-third
of their annual revenue from the issuer
1
. Using this threshold,
Ms Smyth and Mr MacLeod’s Spark director fees and distributions
from Spark shares held, were a substantial portion of their revenue
during FY25. The Board (excluding those directors) remains of the
view that Ms Smyth and Mr MacLeod are “independent”, as it is
satisfied that revenue derived from Spark does not materially affect
Ms Smyth and Mr MacLeod's capacity to bring an independent view
to decisions in relation to Spark given their broader financial
position and circumstances.
The criteria for determining director independence
and conflict of interest is in the Board Charter at:
spark.co.nz/governance
1. NZX Issuer Update – 11 March 2025.
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56
Board committees
The Board has three permanent committees that support the Board by working with management on relevant issues and then report back
to the Board. Committee membership as at 30 June 2025 was as follows:
Human Resources and Compensation
Committee
Audit and Risk Management
Committee
Nominations and Corporate Governance
Committee
David Havercroft (Chair)
Sheridan Broadbent
Lisa Nelson
Gordon MacLeod (Chair)
Warwick Bray
Sheridan Broadbent
Lisa Nelson
Justine Smyth (Chair)
Warwick Bray
Sheridan Broadbent
David Havercroft
Gordon MacLeod
Lisa Nelson
Board and committee meeting attendance for FY25
The Board held eight standard meetings and seven special meetings during FY25. The table below shows Director attendance at these Board
meetings and committee member attendance at committee meetings. Sub-committees of the Board also met regularly throughout the year to
consider matters of special importance.
BoardARMC HRCC NOMs
Total number of meetings held 15 57 8
Alison Barrass
1
7 –3 2
Warwick Bray 135 –8
Sheridan Broadbent 15 5 7 8
David Havercroft 14 - 78
Jolie Hodson
2
15 5 7 2
Gordon MacLeod 15 5 – 8
Lisa Nelson 13 5 7 7
Justine Smyth
3
15 57 8
1. Ms Barrass resigned as a director from 1 November 2024.
2. Ms Hodson attended ARMC and HRCC meetings in an ex officio capacity as Executive Director. Ms Hodson resigned as a member of the NOMs from the end of the
Board meeting held on 31 October 2024.
3. Ms Smyth attended ARMC meetings in an ex officio capacity.
Company Secretary
Spark’s Company Secretary is responsible for supporting the effectiveness of the Board by ensuring that its policies and procedures are
followed and for coordinating the completion and dispatch of the Board agendas and papers. The Company Secretary is a position distinct
from the Leadership Squad and is accountable to the Board, via the Chair, on all governance matters, as further described in the Board Charter.
Spark New Zealand Annual Report FY25Hello tomorrow
57
Director interests
In accordance with sections 140 and 211(e) of the Companies Act 1993, the table below lists the general disclosures of interests made by
directors in the interests register that remain current, including changes made to those interests during FY25:
Director Entity Relationship
Justine SmythMondiale VGL Group Limited
Breast Cancer Foundation NZ
MATTR Limited
Chair
Chair and Trustee
Director
Alison Barrass
1
Rockit Global Limited (and related companies)
Tom & Luke Holdings Limited
Babich Wines Limited
Zespri Group Limited
Institute of Directors
AA Insurance Limited
Vero Insurance New Zealand Limited
Asteron Life Limited
Vero Liability Insurance Limited
Precinct Properties Limited
Director and shareholder
Chair**
Chair
Director
Chair of the Nominations Committee
Chair
Director
Director
Director
Director*
Warwick BrayWoolworths Group Limited
Minter Ellison
Director
Director*
Sheridan Broadbent Manawa Energy Limited
Business Leaders’ H&S Forum
Downer EDI Limited
Director
2
Chair*
Director
David Havercroft W3 Capital Limited
Westpac New Zealand Limited
The Guitar Gallery Limited
Medical Assurance Society New Zealand Limited
Tait Systems NZ Limited
Director and shareholder
Director
Director and shareholder
Technology advisor*
Director*
Jolie HodsonNZ Telecommunications Forum Inc.
Climate Leaders Coalition
Nominating Committee for the Climate Change
Commission
MATTR Limited
Chair
Member of the Coalition’s CEO Steering Group
Member*
Director
Gordon MacLeod Delegat Group Limited
Spanbild Holdings Limited
Breast Cancer Foundation NZ
Director
Advisory Chair
Trustee
Lisa Nelson Astra Space Inc
Destiny Tech100 Inc
Seattle Bank
MATTR Limited Investment Committee
Banqer Limited
Chair of the Compensation Committee**
Chair of Audit Committee
Director**
Committee Member
Director
1. Ms Barrass resigned as a Director from 1 November 2024.
2. Ms Broadbent resigned as a director of Manawa Energy Limited on 11 July 2025.
* Entries added by directors and effective during the year ended 30 June 2025.
** Entries removed by directors during the year ended 30 June 2025.
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Governance
58
Directors disclosed, pursuant to section 148 of the Companies Act 1993, the following acquisitions and disposals of relevant interests in Spark
shares during FY25:
Name Date Nature of transaction Consideration Number of shares
Sheridan Broadbent 26 February 2025 Purchase of ordinary shares by FNZ Custodians
Limited on behalf of Mariachi Desperados Trust
(beneficial ownership Sheridan Broadbent)
$23,669 10,000
Jolie Hodson
23 September 2024Issue of options (vests in 2027, subject to
performance hurdles)
Services to Spark 272,031
24 September 2024Lapse of optionsServices to Spark (189,846)
Gordon MacLeod 26 August 2024 Purchase of ordinary shares $50,38612,500
29 August 2024Purchase of ordinary shares $49,99013,700
25 February 2025Purchase of ordinary shares $34,72814,700
28 March 2025Purchase of ordinary shares$34,98816,785
Lisa Nelson23 December 2024Purchase of ordinary shares by Sharesies Nominee
Limited on behalf of Lisa Nelson
$53,00018,661
9 April 2025Purchase of ordinary shares by Sharesies Nominee
Limited on behalf of Lisa Nelson
$20,2189,982
Justine Smyth20 December 2024Purchase of ordinary shares by Sharesies Nominee
Limited as custodian for Smylone Trust
(beneficial ownership Justine Smyth)
$180,00063,483
20 December 2024Purchase of ordinary shares by Sharesies Nominee
Limited as custodian for Justine Smyth
$59,61221,065
23 December 2024Purchase of ordinary shares by Sharesies Nominee
Limited as custodian for Justine Smyth
$75,00025,853
13 March 2025Purchase of ordinary shares by Sharesies Nominee
Limited as custodian for Smylone Trust
(beneficial ownership Justine Smyth)
$115,01250,992
3 April 2025Purchase of ordinary shares by Sharesies Nominee
Limited as custodian for Smylone Trust
(beneficial ownership Justine Smyth)
$410,025200,000
Spark New Zealand Annual Report FY25Hello tomorrow
59
As at 30 June 2025 directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013) in Spark
shares as follows:
Name
Relevant interest in Spark shares as at 30 June 2025
Number%
1
Warwick Bray 31,230
2
0.002
Sheridan Broadbent 40,000
3
0.002
David Havercroft 100,086 0.005
Jolie Hodson 951,198
4
0.050
Gordon MacLeod 67,685 0.004
Lisa Nelson28,643
5
0.002
Justine Smyth 861,594
6
0.046
1 Each percentage stated has been rounded to the nearest 1/1000th of a percent.
2 Relevant interest in beneficial ownership of 31,230 ordinary shares held by WDB Insight Pty Limited
3 Relevant interest in beneficial ownership of 40,000 ordinary shares held by FNZ Custodians Limited on behalf of Mariachi Desperados Trust.
4. Includes 311,830 ordinary shares and 639,368 options.
5. Relevant interest in beneficial ownership of 28,643 ordinary shares held by Sharesies Nominee Limited as custodian for Lisa Nelson.
6. Relevant interest in beneficial ownership of 375,201 ordinary shares held by Miksha Trust, beneficial ownership of 125,000 ordinary shares held by PJ Trust, beneficial
ownership of 314,475 ordinary shares held by Sharesies Nominee Limited as custodian for Smylone Trust and 46,918 ordinary shares held by Sharesies Nominee
Limited as custodian for Justine Smyth.
All non-executive directors are expected to hold Spark shares. Subject to personal circumstances (that should be discussed with the Chair or,
in the case of personal circumstances of the Chair, with the Chair of the ARMC, as appropriate), there is an expectation that each non-executive
director will purchase and hold an amount of shares that are at least equivalent in value to the non-executive director base member fee as at
the date of their appointment or, in the case of directors appointed before 1 July 2017, this was as at 1 July 2017. Shares are to be purchased
within a three-year period from the date of appointment or, in the case of directors appointed before 1 July 2017, this was within a three-year
period from that date. To assess whether this expectation has been met, the aggregate purchase price for all shares acquired, less the
aggregate sale price for all shares disposed (if any), is used to calculate value.
Directors’ insurance
Directors disclosed, for the purposes of section 162 of the Companies Act 1993, that insurance was renewed for Spark’s directors and senior
managers for the 12-month period from 1 June 2025 and deeds of indemnity provided to all directors and specified senior managers of Spark.
Shareholdings
As at 30 June 2025 there were 1,889,322,507 Spark ordinary shares on issue, each conferring to the registered holder the right to one vote on
a poll at a meeting of shareholders on any resolution, held as follows:
Size of holdingNumber of holders
1
%Number of shares%
1–1,000 12,527 28.66 6,157,102 0.33
1,001–5,000 17,295 39.5645,838,244 2.43
5,001–10,000 6,465 14.79 48,372,6912.56
10,001–100,000 7,055 16.14177,008,316 9.37
100,001 and over 373 0.851,611,946,15485.31
Total 43,715 100.00 1,889,322,507 100.00
1. Includes:
• 211,092 shares on issue held by Spark Trustee Limited on behalf of 43 holders of Spark Share (FY24: 410,834 shares on issue held by Spark Trustee Limited on
behalf of 346 holders of Spark Share); and
• 1,897,654 shares on issue held by Sharesies Nominee Limited on behalf of 1,284 holders of Spark Share (FY24: 1,636,356 shares on issue held by Sharesies
Nominee Limited on behalf of 1,474 holders of Spark Share).
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60
The 20 largest registered holders of Spark shares at 30 June 2025 were:
Name
1
Number of shares%
1.HSBC Nominees (New Zealand) Limited
2
218,825,554 11.58
2.HSBC Nominees (New Zealand) Limited
2
144,364,622 7.64
3.BNP Paribas Nominees NZ Limited
3
119,442,9376.32
4. Accident Compensation Corporation 104,658,2645.54
5.JP Morgan Chase Bank86,669,6054.59
6.Citicorp Nominees Pty Limited 82,946,6094.39
7.HSBC Custody Nominees (Australia) Limited 76,863,8794.07
8.Custodial Services Limited75,770,4074.01
9.New Zealand Superannuation Fund Nominees Limited 72,847,068 3.86
10.Citibank Nominees (NZ) Limited68,449,0093.62
11.New Zealand Depository Nominee47,117,9702.49
12.FNZ Custodians Limited39,585,0442.10
13.JB Were (NZ) Nominees Limited39,404,5622.09
14.JP Morgan Nominees Australia Pty Limited 39,169,4252.07
15.Tea Custodians Limited 36,748,7061.95
16.New Zealand Permanent Trustees Limited 36,658,023 1.94
17.Forsyth Barr Custodians Limited36,223,3621.92
18.Premier Nominees Limited 31,975,0911.69
19.BNP Paribas Nominees NZ Limited
3
24,111,9941.28
20.Public Trust 21,434,8281.13
1. The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been reallocated to the
applicable members.
2. Has a different holder identification number to the other HSBC Nominees (New Zealand) Limited entry.
3. Has a different holder identification number to the other BNP Paribas Nominees NZ Limited entry.
According to substantial holder notices as at 30 June 2025 the substantial holders in Spark were as follows:
NameNumber of ordinary shares% of ordinary shares on issue
1
Blackrock, Inc. and related bodies corporate148,833,289 7.88
Accident Compensation Committee96,086,0035.09
1. Based on issued share capital of 1,889,322,507 as at 30 June 2025.
Subsidiary company directors
The following people held office as directors of subsidiary companies at 30 June 2025. Alternate directors are indicated with an (A).
Subsidiary companyPrincipal activityCurrent directors
Directors who retired
during the year
Adroit Holdings Limited Environmental IOT solutions S Taylor, L Urquhart S Knight, M Stribling
Adroit IOT Limited Environmental IOT solutions S Taylor, L Urquhart S Knight, M Stribling
Adroit Research Limited Environmental IOT solutions S Taylor, L UrquhartS Knight, M Stribling
Computer Concepts Limited IT infrastructure and Cloud services M Anastasiou, M Beder,
S Taylor
S Knight
Spark New Zealand Annual Report FY25Hello tomorrow
61
Subsidiary companyPrincipal activityCurrent directors
Directors who retired
during the year
Entelar Group Limited Telecommunications and IT
infrastructure build and maintenance
services, and distribution and supply
chain services
H Polglase, M Sheppard,
R Mateparae
Gen-i Australia Pty Limited Provides international, wholesale and
outsourced telecommunications services
F Evett, I Hopkins
MATTR Limited Software company focused on
decentralised identity and verifiable data
C Barber, J Hodson,
J Smyth, S Taylor
S Knight
MATTR Trading Australia Pty Limited Software company focused on
decentralised identity and verifiable data
M Leydin, S Le Verne,
L McIntyre
F Evett
MATTR Trading US, Inc Software company focused on
decentralised identity and verifiable data
C Barber, L McIntyreN Fitzgerald
Qrious Limited Data analytics business M Anastasiou, S Taylor S Knight
Revera Limited IT infrastructure and data centre provider M Anastasiou, S Taylor,
M Beder
S Knight
Spark Finance Limited Group finance company M Anastasiou, M Sheppard,
S Taylor
S Knight
Spark New Zealand Cables Limited Investment company M Sheppard, L Urquhart
Spark New Zealand Trading Limited Telecommunications and digital
services company
M Anastasiou, M Beder,
S Taylor
S Knight
Spark Trustee Limited Trustee company M Anastasiou, S Taylor S Knight
TCNZ Australia Investments Pty
Limited
Australian operations F Evett, I Hopkins
TCNZ (Bermuda) Limited Holding company J Wesley-Smith, J Wong
TCNZ Financial Services Limited Investment company M Anastasiou, F Evett
TCNZ (United Kingdom) Securities
Limited
Holding/investment company F Evett, J Reader, ManCorp
(UK) Limited
Teleco Insurance Limited Group insurance company R Deacon, M Sheppard,
N Frost, F Evett (A)
S Knight
Teleco Insurance (NZ) Limited Former mobile phone insurance
company
S Taylor S Knight, R Quince
Telecom Capacity Limited Holding company J Wong, S Taylor S Knight
Telecom Enterprises Limited Investment company M Anastasiou, S Taylor S Knight
Telecom New Zealand (UK) Enterprises
Limited
Holding/investment company F Evett, M Sheppard
Telecom New Zealand USA Limited Provides international wholesale
telecommunications services
J Wong, J Martin
Telecom Pacific Limited Holding company M Anastasiou, M Sheppard
Telecom Southern Cross Limited Holding company M Anastasiou, S Taylor S Knight
Telecom Wellington Investments
Limited
Investment company M Anastasiou, F Evett
The interest registers for the employee directors of the Spark subsidiary companies were updated for FY25 to reflect any changes noted in the
table above.
In addition, Ms Anastasiou updated her interest registers for FY25 to reflect her ceasing to be a director on Connexa Limited, SamCo Holdings
Limited, Frodoco Holdings Limited and Hutchison Telecommunications (Australia) Limited.
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62
Tax governance
Spark’s Tax Strategy demonstrates our commitment to the highest
standards of tax governance and compliance with tax laws. As a
New Zealand-based company we believe that it is important to clearly
articulate our tax contribution in a transparent manner to provide
certainty and confidence to our stakeholders. As a large business,
we make a significant contribution to New Zealand’s tax base,
including contributing $186 million of New Zealand income taxes
during FY25 (before any tax credits were applied).
In FY25 Spark’s effective tax rate was 27.4%, which is marginally
lower than the headline corporate tax rate of 28%, mainly due to the
impact of the Connexa transaction.
Spark’s contribution extends beyond income tax and covers a broad
range of tax collection and remittance obligations across various tax
types. In FY25 those obligations resulted in a total of $623 million of
taxes under management (FY24: $587m).
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
$200
$ million
Overseas
tax payments
NZ income tax
Total income
tax paid
Tax credits
(Inc. Fitc)
Provisional
Tax paid
$186m$0m$186m
($37m)
($150m)
Other
NZ income tax
PAYE
GST
$
2
0
7
m
$
3
1
m
$
1
8
6
m
$
1
9
9
m
Spark’s tax strategy: spark.co.nz/governance
Taxes under managementBreakdown of income tax payments FY25
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ESG governance
Our Sustainability Framework
Toitū Sustainability at Spark is integrated into our ways of operating
and governance at Spark. Our Sustainability Framework focuses our
ESG activities in the areas we can make the most meaningful impact
and outlines our approach to ESG.
In FY25 we refreshed our Sustainability Framework as part of the
launch of our new FY30 strategy.
Our sustainability commitment is ‘to create a better digital world’,
which we define as low-impact, with high connectivity, and which
is equitable and trusted.
The framework is informed by our materiality assessment (see
page 126).
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Governance
Toitū Sustainability Spark
Spark New Zealand Annual Report FY25Hello tomorrow
65
Toitū Sustainability Spark
In our business
Suppliers and partners
Customers and communities
Low-impact, high connectivityEquitable and trusted
We will reduce our environmental impact and
enable Aotearoa to do the same through
technology
Reduce our environmental impact, with a
focus on efficiency and emissions reduction
Engage our suppliers to address our
upstream environmental impacts
Support Aotearoa’s transition to a
resilient, low-emissions future
Deliver trusted digital products with a focus
on privacy, data ethics, and responsible AI
Engage our suppliers to identify and
address social risks in their businesses
Champion digital equity with a focus
on access, skills, and wellbeing
We will champion digital equity and build
trust in our digital products and services
KPI: Reduce Scope 1 and 2 emissions 56% and
achieve 100% renewable electricity by FY30
KPI: 70% of suppliers by spend with science-based targets by
2026 (absolute scope 3 ambition to be established for FY30)
KPI: maintain leading performance for reliability and
coverage (as measured by Opensignal annually)
KPI: Maintain top quartile performance
in the WBA Digital Equity Benchmark
KPI: Five annual JAC audits driving
issue identification and remediation
KPI: Extend the reach of our not-for-profit
broadband service Skinny Jump
A better digital world
Integrating ESG into our governance processes
Spark is committed to the continuous improvement of our ESG
performance. Our sustainability governance structure helps us
ensure sustainability is overseen at the highest levels of our
organisation and embedded throughout our everyday operations.
Our Board and Leadership Squad have oversight of our sustainability
performance. Quarterly updates on our performance against our
sustainability Key Performance Indicators (KPIs) are provided to the
Leadership Squad, which serves as a business-wide sustainability
steering committee. The Board has overall governance
responsibility for sustainability and is provided with a quarterly
update on sustainability performance. The Board also approves
the sustainability framework and reviews and approves key policies
related to ESG.
To support our ESG performance we have a number of cross-
functional squads. Our Governance and Reporting squad is
accountable for our performance, reporting, and risk management,
and includes representatives from Spark’s financial, risk, legal,
investor relations, regulatory affairs, people and culture, and
corporate relations functions. The Human Rights and Supply Chain
squad is focused on actions to further embed these topics into
Spark’s day-to-day operations, and includes representatives from
our value management (supply chain), legal, digital trust, and
Entelar Group teams.
Our Emissions Reduction Squad is led by Spark’s Environment
Manager and is focused on mobile networks, data centres, and fleet,
and measures and reports our energy use and emissions on a
quarterly basis to the Emissions Reduction Steering Committee and
Leadership Squad.
Spark’s Data Ethics Committee includes representatives from the
Leadership Squad and provides oversight of our AI Principles and
how they are embedded into our ways of working, processes, and
systems. Our Due Diligence Committee includes representatives
from the Leadership Squad who review Spark’s disclosures against
the requirements and principles of the Climate Standards.
Spark’s approach to sustainability:
spark.co.nz/sustainability
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Governance
Sustainability governance at Spark
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Leadership Squad
Corporate Relations and Sustainability Director
and Sustainability Team
Steering Committees and Governance Forums:
Human Rights and Supply Chain, Data Ethics, Climate Disclosures
Quarterly Business Review (QBR)
All Spark people
Emissions
Reduction
Squads
Spark
Foundation /
Skinny Jump
Squad
Human Rights
and Supply
Chain Squad
Governance
and Reporting
Squad
Spark New Zealand Board of Directors
Sets five-year business strategy and approves Sustainability
Framework, including key policies and KPIs. Reviews
sustainability progress quarterly. Reviews climate change and
modern slavery risks.
Corporate Relations and Sustainability Director has
overarching responsibility for the Sustainability Framework
and Spark’s progress against it. Sustainability Lead and
Environment and Sustainability Manager lead execution
through squads and reporting.
Steering Committees and Governance Forums established
to ensure Leadership Squad and subject matter expert oversight
of progress against material sustainability focus areas and risks,
where appropriate.
Spark’s business strategy is executed through a Quarterly Business
Review (QBR) process, with priorities agreed every three months.
Sustainability is integrated into the QBR.
Support execution of Sustainability Framework priorities and
consider sustainability impacts in decision making.
Our sustainability framework unites Spark’s ambitions
with the issues that matter most to our stakeholders.
Our sustainability commitment is a ‘Better Digital World’
with two key focus areas:
– Low-impact, high connectivity: We will reduce our
environmental impact and enable Aotearoa to do the
same through technology
- Equitable and trusted: We will champion digital equity
and build trust in our digital products and services
Cross-functional squads established to improve sustainability
performance and integrate it across Spark.
Spark Foundation has a sole focus on digital equity and is
governed by a Board of Trustees. Skinny Jump is operated by a
dedicated squad. Spark’s Digital Equity Lead reports into the
Corporate Relations and Sustainability Director, and has
overarching responsibility for Spark’s digital equity investments.
Approval of business strategy and Sustainability Framework,
including key policies and KPIs. Reviews sustainability progress
quarterly. Reviews climate change and modern slavery risks.
Sustainability Framework
A BETTER DIGITAL WORLD
Equitable and trustedLow-impact, high connectivity
Benchmarking our ESG performance
We benchmark our performance using a number of international
frameworks, including the Corporate Sustainability Assessment
(CSA). The CSA is a comprehensive benchmark of our ESG maturity
against our peers, with good coverage against our material
sustainability issues. The CSA is now part of S&P Global and is the
assessment framework behind inclusion in the Dow Jones Best-in-
Class World Index (previously called the Dow Jones Sustainability
Index/DJSI).
Our approach to ESG management has seen our score, and relative
ranking against global industry peers, increase year-on-year in the
CSA benchmark into the top quartile of all global
telecommunications companies. As a result, and in recognition of
our progress and regional leadership, Spark is a member of the DJSI
Australia Index, first joining in FY23 and maintaining our place on
the index in FY25.
In December 2024 Spark was awarded the Snowflake Sustainability
Leadership Award at the Deloitte Top 200 Awards. This award
highlights businesses that are working towards creation of long-
term environmental, social, and economic value. The judging criteria
considers governance, long-term perspective, integration of ESG
considerations, and projects to support sustainable development.
ESG reporting
We seek to present a clear and transparent assessment of our ESG
performance in our reporting. This report is prepared in accordance
with the International <IR> Framework and with the Global
Reporting Initiative (GRI).
We focus our reporting on sustainability topics that substantively
influence the assessments and decisions of stakeholders or have a
significant environmental, social, or economic impact. We also
consider whether a matter could substantively affect our ability to
create value in the short, medium, or long term.
An appendix to this report (see pages 126 – 127) includes a
summary of our approach to materiality, and a summary of our most
material issues.
This Annual Report is published alongside a suite of other
disclosures, including the following:
• Corporate Governance Statement, which is a snapshot view of
Spark’s practices, processes and policies measured against the
principles of the NZX Corporate Governance Code;
• Climate-related Disclosures Report, which has been prepared in
compliance with the Aotearoa New Zealand Climate Standards
and includes our GHG Inventory and Assurance Statement;
• Modern Slavery and Human Rights Statement, which provides a
detailed summary of how we are identifying, mitigating, and
remedying modern slavery and human rights risks in our
business and our supply chains, including actions taken to audit
and engage our suppliers; and
• ESG Data Pack, which includes our detailed GRI Index and ESG
performance data.
Spark’s FY25 suite of disclosures:
spark.co.nz/governance
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68
Governance
Our risk policy and framework help our people to manage uncertainty
and adapt to challenges as they pursue Spark’s strategy. Oversight
by the Audit and Risk Management Committee (ARMC) and the
diligent application of the defined roles and responsibilities across
the business ensures our risk management system remains effective.
The policy and framework are benchmarked to COSO ERM 2017
(COSO) a leading risk management standard. We also use other
leading risk management standards like ISO31000:2018 and
specific standards and guidance, where available, to benchmark
and inform our risk management practices.
Spark’s framework is structured into five risk management domains
that all work together to enable a robust system for risk management.
Below is a description of each domain and some examples of
activities by domain to help understand the framework in more
depth. These five domains are embedded in Spark’s Managing
Risk Framework and ensure the ‘Three Lines of Defence’ Risk Model
(1. Own and manage 2. Monitor and 3. Provide independent
assurance) is utilised.
1. Governance and culture
This domain reinforces the importance of risk management and
influences how people apply the framework. Managing risk is
embedded in our organisational structure, our functional activities,
and is supported by specialist resources from the Risk team.
Examples include the risk policy and the defined governance
structure that supports its application across Spark. More
information on the roles and responsibilities are included in the
table on page 125.
2. Strategy and objective setting
This domain focuses on integrating risk management into strategy
setting and business planning. Examples include the consideration
of risks and opportunities to business objectives when making
strategy decisions and checking in with every function using a
systematic method as part of the Quarterly Business Review process.
Each quarter the Leadership Squad communicates the top priorities
for the business to the Portfolio Leaders, and supports execution
with strategic guidance and access to extra resources as needed.
3. Performance
This domain involves maintaining a portfolio view of risks under
active management. Examples include maintaining a principal risk
profile that is used by the ARMC and Leadership Squad to
understand relevant risks and how they are being managed. It also
focuses on the quality of the embedded risk management practices
that are used within functions across the business. These two views
enable in depth analysis of relevant business risks and how they are
being managed from a top-down and bottom-up perspective.
4. Review and revision
This domain involves identifying and implementing opportunities
to continuously improve risk management practices. Examples
include regular internal and external assessments of the policy and
framework.
5. Information, reporting, and communications
This domain focuses on guiding Spark on how to use the policy and
framework. Examples include information pages, access to support
channels, and education sessions.
The policy and framework are assessed annually, and externally
every three years to ensure they remain effective. All assessment
results and agreed actions are shared with the ARMC to ensure they
remain informed about the status of the policy and framework.
Spark’s principal business risks
Principal risk profiles are updated twice yearly. The last update was
finalised in May 2025. The principal risk themes identified were:
• Protecting Spark and its customers from a major cyber-attack or
data breach
Evolving external threats, legislation, and high expectations from
customers and stakeholders mean robust security and privacy
roadmaps and strong governance (including oversight from the
ARMC and the Leadership Squad), continue to be needed to ensure
that significant risks are managed. The Cyber Security Tribe is
responsible for critical operational controls to ensure standards and
compliance are upheld. Our Digital Trust team sets privacy
frameworks and standards that Agile units need to apply to
maintain appropriate operational controls for privacy. Spark also has
a data retention policy, which sets out considerations and, in
sensitive datasets, rules for data retention. Adherence audits for
compliance with the data retention policy are performed by the
Internal Audit team.
External reviews and certifications help to ensure that comprehensive
security measures exist for the critical elements of our cyber security
framework. These reviews include security maturity assessments and
security device configuration audits to ensure our processes meet
expected standards. Importantly, external security maturity
assessments also help ensure that our security maturity roadmap
continues to evolve in line with the changing global threat landscape,
providing independent validation that our uplift initiatives remain
relevant and resilient.
• Ensuring the performance and resilience of Spark’s network,
infrastructure, and ICT technology
Spark continues to invest in the resilience and adaptability of its
network and technology platforms, recognising their critical role in
enabling customer experience, operational efficiency, and long-term
sustainability. This also includes long-term physical risk to
infrastructure from climate change. The delivery of large-scale
technology programmes, such as the nationwide roll out of 5G, is
underpinned by proven methodologies that help manage the risks
associated with introducing new technologies while ensuring
continuity of existing systems.
As part of Spark’s evolving technology delivery model, the transition
of critical processes to global partners is enabling access to
innovation, cost efficiencies, and scarce technical resources. This
transition introduces new operational risks, particularly in relation to
Risk management
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69
Risk management
incident response across Spark’s network and IT stack. To mitigate
these risks, Spark has retained key internal capabilities, network-
facing tools and a portion of its Network Operations Centre (NOC)
and triage team onshore. In addition, the Leadership Squad actively
monitors partner performance to ensure service standards are met
and outcomes are delivered, supporting accountability and service
continuity.
• Understanding market conditions and the economic
environment to respond with balanced judgement
Spark continues to operate in a subdued economic environment,
with weak business investment, cautious consumer spending, and
low productivity growth affecting performance across customer
segments. In Enterprise and Government, reduced and deferred
project work, price sensitivity, and fleet shrinkage have impacted
demand. In Consumer and SME, competitive pressure and
demographic shifts have contributed to increased churn and
slower growth.
In response, Spark has implemented a range of strategic and
operational adjustments to support resilience and performance.
These include cost optimisation initiatives – such as operating model
redesign, AI and automation, and digitisation of customer journeys
– that strengthen Spark’s ability to maintain service standards while
improving efficiency. A robust governance framework and formal
delivery methodology ensure initiatives are well-tested, with
progress tracked to enable timely course correction.
The Leadership Squad continues to enhance its forecasting and
planning processes to improve visibility of business performance
and cash flow. Spark also actively monitors global developments,
including geopolitical risks, and is assessing potential impacts to
ensure the business remains responsive and well-positioned.
• Delivering planned AI and business system transformation
objectives
Delivering AI and business system transformation remains a key
enabler of Spark’s strategic objectives. Progress continues in line
with expectations, supported by skilled delivery teams and a strong
pipeline of initiatives focused on enhancing operational efficiency
and customer experience. Spark is maintaining momentum, while
balancing speed of implementation with quality and effectiveness to
ensure benefits are realised.
As AI technologies evolve rapidly, Spark has strengthened its
governance approach to ensure safe, ethical, and responsible
deployment. This includes updated policies, oversight mechanisms,
and awareness initiatives to manage risks, such as accuracy,
intellectual property, and responsible use.
A key risk in business system transformation is managing change
across Spark and its customers, particularly during the migration
from legacy products and technologies. This requires careful
coordination to minimise disruption and maintain customer
experience. Spark is actively managing these risks through close
alignment between delivery teams and business leads, supported
by tools and processes that guide decision-making and ensure
delivery quality.
• Achieving revenue growth
As Spark continues to pursue revenue growth, it faces a range of
challenges across both traditional and emerging revenue streams.
In Mobile and Broadband services, competitive pressure and market
maturity remain key considerations. Meanwhile, newer areas such as
Cloud, Data Centres, and Digital Services are subject to evolving
customer needs, technological change, and market dynamics.
To navigate these conditions, Spark’s Board and Leadership Squad
remains focused on ensuring the business has the right strategy,
product set, and operating model to execute effectively across its
customer segments. This includes ongoing investment in innovation
and product development, as well as enhancements to platforms
and systems that support competitive positioning.
Performance across Spark’s Enterprise, Government, Consumer, and
SME segments is closely monitored, with tailored approaches to
address the unique challenges and opportunities within each. The
Leadership Squad continues to track key metrics and market signals
to inform decision-making and ensure Spark remains responsive to
changing conditions.
Spark’s approach balances risk and opportunity, aiming to deliver
long-term revenue growth with a focus on core connectivity, while
maintaining agility in a dynamic operating environment.
• Ensuring the capability, skills and culture to deliver performance
outcomes
Spark has transformed its operating model to support long-term
performance and strategic ambitions. This includes organisational
structure changes and strategic partnerships aimed at improving
efficiency and scalability, accessing innovation, and aligning
capability with future needs. Management has identified the skills
required to support delivery and is aligning internal and external
resources accordingly.
While necessary, these changes have been reflected in a lower
people engagement score in FY25. The Leadership Squad is
focused on reinforcing Spark’s purpose and ambition, supported
by investment in people and culture to maintain engagement and
retention.
The shift to a blended onshore and offshore delivery model
introduces risks around service quality, continuity, and team
alignment. Spark is actively managing these through governance
and operational forums that support planning, transition, and delivery.
Initial impacts to customer experience have improved as offshore
teams gained familiarity with processes, and ongoing oversight
remains important to ensure expected outcomes are achieved.
Business continuity and crisis management
The Business Continuity and Crisis Management Policy protects
customers from the impact of disruptive events and ensures
value-generating activities are resilient and comply with relevant
external standards, for example, Civil Defence and 111 obligations.
Spark’s framework is benchmarked to ISO 22301 and ISO 22313,
which are acknowledged as leading practice standards for business
continuity. It is overseen by the ARMC in a similar way to the
Managing Risk Policy and Framework. An internal governance
committee consisting of Portfolio Leads from across Spark, oversees
and supports the implementation and maintenance of Business
Continuity programme activities across the Spark Group. Regular
reviews of the framework are performed by the Service Resilience
and Risk and Internal Audit teams to ensure it is effective. External
reviews and testing of key elements of the framework such as the
Level One Crisis Management Plan and team, are also done to
validate the effectiveness of the framework. In FY25 Spark
conducted an externally facilitated L1 crisis simulation for a major
cyber event. Our continued investment in network resiliency, as
outlined on page 30, also demonstrates application of the
framework in practice.
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Risk management
Financial
statements
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Financial statements
Financial statements
73
Notes to the Financial statements
77
Section 1 General information
1.1About this report77
1.2Key estimates and assumptions77
1.3Significant transactions and events78
1.4Sale of Connexa investment78
1.5Discontinuing operation held for sale79
Section 2 Financial performance information
2.1Segment information
80
2.2Operating revenues and other gains
81
2.3Operating expenses
84
2.4Finance income, finance expense, depreciation,
amortisation and net investment income
85
2.5Non–GAAP measures
86
Section 3 Assets
3 .1Receivables and prepayments
89
3.2Inventories
92
3.3Long–term investments
93
3.4Right–of–use assets
94
3.5Leased customer equipment assets
95
3.6Property, plant and equipment
96
3.7Intangible assets
98
Section 4 Liabilities and equity
4 .1Payables, accruals and provisions
100
4.2Lease liabilities
101
4.3Debt
103
4.4Capital risk management
104
4.5Equity and dividends
105
Section 5 Financial instruments
5 .1Derivatives and hedge accounting
107
5.2Financial risk management
111
Section 6 Other information
6 .1Income tax
114
6.2Employee share schemes
116
6.3Related party transactions
117
6.4Subsidiaries
118
6.5Reconciliation of net earnings to net cash flows from
operating activities
119
6.6Commitments and contingencies
119
Independent auditor’s report
120
Financial statements
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72
Financial statements
Statement of profit or loss and other comprehensive income
YEAR ENDED 30 JUNE
20252024
2
NOTES$M$M
Operating revenues and other gains
1
2.2 3,725 3,820
Operating expenses
1
2.3 (2,672) (2,679)
Earnings before finance income and expense, income tax, depreciation, amortisation
and net investment income (EBITDAI)2.5 1,053 1,141
Finance income2.4 31 30
Finance expense2.4 (149) (144)
Depreciation and amortisation2.4 (590) (512)
Net investment income2.4 2 (8)
Net earnings before income tax 347 507
Income tax expense
1
6.1 (95) (196)
Net earnings from continuing operations 252 311
Net earnings from discontinuing operation1.5 8 5
Total net earnings 260 316
Other comprehensive income
Items that will not be reclassified to profit or loss:
Revaluation of long-term investments designated at fair value through
other comprehensive income3.3 5 (20)
Items that may be reclassified to profit or loss:
Translation of foreign operations – (1)
Change in hedge reserves net of tax5.1 (36) 1
Other comprehensive income (31) (20)
Total comprehensive income 229 296
Earnings per share
Basic earnings per share (cents) from continuing operations
1
13.6 17.0
Basic earnings per share (cents) from discontinuing operation 0.4 0.3
Basic earnings per share (cents) from continuing and discontinuing operations
1
14.0 17.3
Diluted earnings per share (cents) from continuing operations
1
13.6 17.0
Diluted earnings per share (cents) from discontinuing operation 0.4 0.3
Diluted earnings per share (cents) from continuing and discontinuing operations
1
14.0 17.3
Weighted average ordinary shares (millions) - used for basic earnings per share 1,847 1,825
Dilutive potential ordinary share (options) – –
Weighted average ordinary shares (millions) - used for diluted earnings per share 1,847 1,825
See accompanying notes to the financial statements.
1. FY25 balances have been impacted by the sale of the remaining Connexa investment and the transformation costs associated with Spark’s SPK-26 Operate Programme,
see notes 1.4 and 2.5 for further details.
2. Certain comparative information has been re-presented due to the data centre business being classified as a discontinuing operation in FY25, see note 1.5 for
further details.
Financial statements
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Statement of financial position
AS AT
30 JUNE 2025
AS AT
30 JUNE 2024
NOTES$M$M
Current assets
Cash 34 59
Short-term receivables and prepayments
1, 2
3.1 939 915
Short-term derivative assets5.1 – 1
Inventories3.2 83 89
Taxation recoverable6.1 114 6
Assets classified as held for sale1.5 268 –
Total current assets 1,438 1,070
Non-current assets
Long-term receivables and prepayments
1
3.1 387 515
Long-term derivative assets5.1 11 25
Long-term investments
1
3.3 76 206
Deferred tax assets6.1 11 17
Right-of-use assets
2
3.4 555 487
Leased customer equipment assets3.5 59 70
Property, plant and equipment
2
3.6 1,184 1,394
Intangible assets
2
3.7 804 851
Total non-current assets 3,087 3,565
Total assets 4,525 4,635
Current liabilities
Short-term payables, accruals and provisions4.1 536 550
Short-term derivative liabilities5.1 7 –
Short-term lease liabilities
2
4.2 107 96
Current debt4.3 412 414
Liabilities classified as held for sale1.5 4 –
Total current liabilities 1,066 1,060
Non-current liabilities
Long-term payables, accruals and provisions4.1 49 56
Long-term derivative liabilities5.1 60 78
Long-term lease liabilities
2
4.2 760 646
Non-current debt4.3 1,070 1,205
Total non-current liabilities 1,939 1,985
Total liabilities 3,005 3,045
Equity
Share capital 994 810
Reserves (43) (414)
Retained earnings 569 1,194
Total equity 1,520 1,590
Total liabilities and equity 4,525 4,635
See accompanying notes to the financial statements.
1. FY25 balances have been impacted by the sale of the remaining Connexa and Hutchison investments, see notes 1.3 and 1.4 for further details.
2. FY25 balances have been impacted by the data centre business being classified as held for sale, see note 1.5 for further details.
On behalf of the Board
Justine Smyth, CNZM Jolie Hodson, MNZM
Chair Chief Executive
Authorised for issue on 20 August 2025
74
Financial statements
Statement of changes in equity
SHARE
CAPITAL
RETAINED
EARNINGS
HEDGE
RESERVES
SHARE–BASED
COMPEN–
SATION
RESERVE
REVALUATION
RESERVE
FOREIGN
CURRENCY
TRANSLATION
RESERVETOTAL
YEAR ENDED 30 JUNE 2025NOTES$M$M$M$M$M$M$M
Balance at 1 July 2024 810 1,194 12 4 (407) (23) 1,590
Total net earnings – 260 – – – – 260
Other comprehensive income – – (36) – 5 – (31)
Total comprehensive income – 260 (36) – 5 – 229
Contributions by, and distributions to, owners:
Dividends1.3, 4.5 – (484) – – – – (484)
Supplementary dividends4.5 – (37) – – – – (37)
Tax credit on supplementary dividends – 37 – – – – 37
Dividend reinvestment plan1.3 182 – – – – – 182
Issuance of shares under share schemes 3 – – – – – 3
Transfer in relation to the disposal of investment
1
1.3 – (402) – – 402 – –
Other transfers (1) 1 – (1) – 1 –
Total transactions with owners 184 (885) – (1) 402 1 (299)
Balance at 30 June 2025 994 569 (24) 3 – (22) 1,520
1. Transfer of revaluation losses previously recognised through other comprehensive income to retained earnings following the disposal of Spark's investment in
Hutchison on 25 June 2025. See note 1.3 for more details.
SHARE
CAPITAL
RETAINED
EARNINGS
HEDGE
RESERVES
SHARE–BASED
COMPEN–
SATION
RESERVE
REVALUATION
RESERVE
FOREIGN
CURRENCY
TRANSLATION
RESERVETOTAL
YEAR ENDED 30 JUNE 2024NOTES$M$M$M$M$M$M$M
Balance at 1 July 2023 965 1,371 11 2 (387) (22) 1,940
Total net earnings – 316 – – – – 316
Other comprehensive income – – 1 – (20) (1) (20)
Total comprehensive income – 316 1 – (20) (1) 296
Contributions by, and distributions to, owners:
Dividends4.5 – (494) – – – – (494)
Supplementary dividends4.5 – (48) – – – – (48)
Tax credit on supplementary dividends – 48 – – – – 48
Share buy–back (159) – – – – – (159)
Issuance of shares under share schemes 4 – – 3 – – 7
Other transfers – 1 – (1) – – –
Total transactions with owners (155) (493) – 2 – – (646)
Balance at 30 June 2024 810 1,194 12 4 (407) (23) 1,590
See accompanying notes to the financial statements.
Spark New Zealand Annual Report FY25Hello tomorrow
75
Statement of cash flows
YEAR ENDED 30 JUNE
20252024
NOTES$M$M
Cash flows from operating activities
Receipts from customers 3,694 3,711
Receipts from interest 29 28
Payments to suppliers and employees (2,711) (2,653)
Payments for income tax (186) (189)
Payments for interest on debt (90) (80)
Payments for interest on leases (50) (46)
Payments for interest on leased customer equipment assets (6) (7)
Net cash flows from operating activities6.5 680 764
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 2 34
Proceeds from sale of businesses 8 4
Proceeds from sale of long-term investment1.3, 1.4 309 –
Proceeds from long-term investment1.3 17 7
Receipts from finance leases – 1
Receipts from loans receivable 3 10
Payments for purchase of business, net of cash acquired (2) (5)
Payments for, and advances to, long-term investment – (1)
Payments for purchase of property, plant and equipment, intangible assets (excluding spectrum)
and capacity (430) (582)
Payments for assets classified as held for sale (2) –
Payments for purchase of spectrum intangible assets (10) (8)
Payments for capitalised interest (7) (10)
Net cash flows from investing activities (112) (550)
Cash flows from financing activities
Net (repayments of)/proceeds from debt4.4 (197) 510
Payments for dividends1.3 (302) (494)
Payments for share buy-back – (159)
Receipts from lease incentive 22 –
Payments for leases (92) (78)
Payments for leased customer equipment assets (24) (34)
Net cash flows from financing activities (593) (255)
Net cash flows (25) (41)
Opening cash position 59 100
Closing cash position 34 59
See accompanying notes to the financial statements.
76
Financial statements
1
Section 1
General information
1.1 About this report
Reporting entity
These financial statements are for Spark New Zealand Limited
(the Company) and its subsidiaries (together Spark or the Group).
Spark is a major supplier of telecommunications and digital
services in New Zealand. Spark provides a full range of
telecommunications, information technology, media and other
digital products and services, including: mobile services;
broadband services; IT products; IT services; voice services;
procurement and partner services; high-tech and data centres.
The Company is incorporated and domiciled in New Zealand,
registered under the Companies Act 1993 and is an FMC reporting
entity under the Financial Markets Conduct Act 2013. The Company
is listed on the New Zealand Stock Exchange (NZX) and the
Australian Securities Exchange (ASX) and the address of its
registered office is at 50 Albert Street, Auckland 1010, New Zealand.
Basis of preparation
The financial statements have been prepared in accordance with
Generally Accepted Accounting Practice in New Zealand (NZ GAAP).
They comply with New Zealand equivalents to IFRS Accounting
Standards (NZ IFRS) and other applicable Financial Reporting
Standards, as appropriate for profit-oriented entities. The financial
statements also comply with IFRS Accounting Standards (IFRS).
The measurement basis adopted in the preparation of these
financial statements is historical cost, modified by the revaluation
of certain investments and financial instruments, as identified in the
accompanying notes. These financial statements are expressed in
New Zealand dollars, which is Spark's functional and presentation
currency. All financial information has been rounded to the nearest
million, unless otherwise stated. The accompanying notes include
results from the continuing operations only, unless otherwise
stated. Certain comparative information has been updated to
conform with the current year's presentation.
The material accounting policies applied in the preparation of
these financial statements are set out in the accompanying notes
where an accounting policy choice is provided by NZ IFRS. A policy
is also included when it is new, has changed, is specific to Spark's
operations or is material. Where NZ IFRS does not provide an
accounting policy choice, Spark has applied the requirements of
NZ IFRS but a detailed accounting policy is not included.
New and amended standards
In FY25, Spark has adopted amendments issued for NZ IAS 1
Presentation of Financial Statements: Disclosures for Current and
Non-current Liabilities, and Non-current Liabilities with Covenants
which clarify the criteria for classifying liabilities and liabilities with
covenants as current or non-current. Spark's classification of
liabilities did not change as a result of these amendments.
Spark has also adopted the amendments to FRS 44 New Zealand
Additional Disclosures: Disclosure of Fees for Audit Firms’ Services
which require an entity to describe the services provided by its
audit or review firm and to disclose the fees incurred by the entity
for those services using prescribed categories. These disclosures
are included in note 2.3.
NZ IFRS 18 Presentation and Disclosure in Financial Statements
(NZ IFRS 18) will replace NZ IAS 1 Presentation of Financial
Statements and may have a material impact on Spark’s disclosures.
NZ IFRS 18 has been issued but is not yet effective until periods
commencing on or after 1 January 2027.
NZ IFRS 18 sets out the requirements for the presentation and
disclosure of information in financial statements, and will not
change net profit reported, but how results are presented on the
statement of profit or loss and other comprehensive income and
what information is disclosed in the notes. Spark is yet to determine
the disclosure impacts of this standard and whether it will adopt it
prior to the year ending 30 June 2028. The key changes of NZ IFRS
18 are expected to be:
• A more structured statement of profit or loss and other
comprehensive income, including new subtotals, and income
and expenses classified into five categories (operating, investing,
financing, discontinued operations and income tax).
• Non-GAAP management performance measures are required to
be disclosed in the financial statements and subject to audit.
• New disclosures are required for items currently labelled as
‘other’, with enhanced guidance on how to group information
within the financial statements.
There are no other new standards, amendments or interpretations
that have been issued and are not yet effective, that are expected
to have a significant impact on the financial statements of Spark.
1.2 Key estimates and assumptions
The preparation of these financial statements requires Management
to make estimates and assumptions. These affect the amounts of
reported revenues and expenses and the measurement of assets
and liabilities as at 30 June. Actual results could differ from these
estimates.
The principal areas of judgement and estimation for Spark in
preparing these financial statements are found in the following
notes:
• Note 2.2 Operating revenues and other gains
• Note 3.1 Receivables and prepayments
• Note 3.4 Right-of-use assets
• Note 3.6 Property, plant and equipment
• Note 3.7 Intangible assets
• Note 4.2 Lease liabilities
General information
NOTES TO THE FINANCIAL STATEMENTS
Spark New Zealand Annual Report FY25Hello tomorrow
77
NOTES TO THE FINANCIAL STATEMENTS: GENERAL INFORMATION
1.3 Significant transactions and events
The following significant transactions and events affected the
financial performance and financial position of Spark for the year
ended 30 June 2025 or subsequent to balance date:
Dividends (see note 4.5)
• Dividends paid during the year ended 30 June 2025 in relation
to the H2 FY24 second-half dividend (ordinary dividend of 14 cents
per share) and H1 FY25 first-half dividend (ordinary dividend of
12.5 cents per share) totalled $484 million or 26.5 cents per share.
Of this, $182 million was reinvested through the dividend
reinvestment plan with the shares issued at a 3% discount for H2
FY24 and at a 2% discount for H1 FY25, to the prevailing market
price around the time of issue.
Debt programme (see notes 4.3 and 5.2)
• On 28 November 2024, Spark extended the term of its $100 million
committed revolving sustainability linked loan (SLL) facility with
Commonwealth Bank of Australia by three years, to mature on
30 November 2027. Spark’s SLL has a dual focus on the Group’s
environmental and gender diversity performance. For the SLL
extension, the gender representation target has been replaced
with a median gender pay gap target. The environmental targets
remain unchanged.
• On 28 November 2024, Spark established a $100 million
committed revolving facility with Commonwealth Bank of
Australia, which matured on 28 May 2025 and was not renewed.
• On 24 April 2025, Spark extended the term of its $200 million
committed standby revolving credit facility by one year, to
mature on 30 April 2028.
Long-term investments (see notes 1.4, 2.5, 3.1 and 3.3)
• On 28 February 2025, Spark completed the sale of its remaining
stake (~17%) in the mobile towers business, Connexa, and the
associated shareholder loans to global investment group CDPQ, for
net proceeds of $309 million, being $313 million cash inflow less
$4 million transaction costs. See notes 1.4 and 2.5 for further details.
• On 23 June 2025, Spark announced that it had accepted an offer
from Hutchison Telecommunications (Amsterdam) BV, an indirect
wholly owned subsidiary of CK Hutchison Holdings Limited, to
sell its 10% shareholding in Hutchison Telecommunications
(Australia) Limited (Hutchison) at AU$0.032 per share. The transfer
of shares completed on 25 June 2025, with NZ$48 million cash
proceeds received on 17 July 2025. As at 30 June 2025, Spark
recognised a receivable of $47 million for the payment due (see
note 3.1) and transferred the cumulative revaluation losses
previously recognised through other comprehensive income to
retained earnings in the statement of changes in equity.
• Spark received $17 million in FY25 from Southern Cross Cables
Holdings Limited investment in the form of a capital reduction.
Capital expenditure (see notes 2.5, 3.4, 3.6 and 3.7)
• Spark's additions to property, plant and equipment, intangible
assets, assets classified as held for sale and capacity right-of-use
assets (excluding spectrum, goodwill, assets fully funded by
customers or vendors and other non-cash additions that may be
required by NZ IFRS) were $429 million, details of which are
provided in notes 2.5, 3.4, 3.6 and 3.7 and on page 19 of this
Annual Report.
Transformation costs (see note 2.3, 2.5)
• Transformation costs of $53 million were incurred in the
implementation of Spark’s SPK-26 Operate Programme. The
objectives of this programme are to enter into new technology
delivery partnerships, redesign the organisational operating
model and deliver labour and operating cost reductions.
The costs incurred largely related to labour, severances, and
advisory costs.
Data centre business sale (see note 1.5)
• On 12 August 2025 Spark announced it entered into an
agreement to sell a 75% interest in its data centre business to
Pacific Equity Partners.
• The transaction values the business at up to $705 million
(comprising a base enterprise value of $575 million and up to a
further $130 million of earn-out enterprise value). Spark expects
to receive cash proceeds of approximately $486 million at
completion (with final net proceeds subject to completion
adjustments) and additional deferred cash proceeds of up to
approximately $98 million contingent on the achievement of
certain performance-based objectives by 31 December 2027.
• The transaction is subject to regulatory and customary consents
including Overseas Investment Office approval, with a targeted
completion date of 31 December 2025.
• As at 30 June 2025 the data centre business has been classified
as a discontinuing operation held for sale (see note 1.5).
1.4 Sale of Connexa investment
The sale of the remaining Connexa investment on 28 February 2025 resulted in a net gain of $71 million as set out below:
2025
YEAR ENDED 30 JUNENOTES$M
Cash inflow arising from sale of investment313
Less: incremental transaction costs (4)
Net cash flow on sale of investment309
Less: disposal of investment3.3 (65)
Less: disposal of shareholder loans3.1 (173)
Net gain on sale of investment 71
78
Financial statements
1
1.5 Discontinuing operation held for sale
Data centre business
As disclosed in note 1.3, following the announcement on 12 August 2025 to sell a 75% interest in the data centre business to Pacific Equity
Partners, the business has been classified as a discontinuing operation held for sale.
This discontinuing operation was previously part of the data centres segment which has been reclassified to the other products segment.
The discontinuing operation’s net earnings are as follows:
20252024
$M$M
Operating revenues and other gains 46 41
Product costs (1) (1)
Labour (7) (5)
Other operating expenses
Network support costs (1)–
Accommodation costs (12) (13)
Earnings before finance income and expense, income tax, depreciation, amortisation and net investment
income (EBITDAI) from discontinuing operation 25 22
Depreciation and amortisation expense
Depreciation and amortisation - property, plant and equipment and intangible assets (13) (14)
Depreciation - right-of-use assets (1) (1)
Net earnings before income tax from discontinuing operation 11 7
Income tax expense (3) (2)
Net earnings from discontinuing operation 8 5
The major classes of assets and liabilities comprising the discontinuing operation classified as held for sale are as follows:
2025
YEAR ENDED 30 JUNENOTES$M
Short-term receivables and prepayments 18
Right-of-use assets3.4 3
Property, plant and equipment3.6 236
Intangible assets3.7 11
Total assets classified as held for sale 268
Lease liabilities4.2 4
Total liabilities classified as held for sale 4
No write-down was recognised in the statement of profit or loss on classification of the above assets and liabilities to held for sale as the
estimated selling price is expected to exceed the carrying value. At the time these financial statements were authorised for issue, the
transaction had not yet completed and as such a final estimate of the gain or loss on sale has not yet been made.
The net cash flows generated/(incurred) by the discontinuing operation are as follows:
20252024
YEAR ENDED 30 JUNE$M$M
Net cash flows from operating activities 22 20
Net cash flows from investing activities (50) (43)
Net cash flows from financing activities (1) (1)
Net cash flows from discontinuing operation (29) (24)
Spark New Zealand Annual Report FY25Hello tomorrow
79
NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
Section 2 Financial performance
information
2.1 Segment information
The segment results disclosed are based on those reported to the Chief Executive and are how Spark reviews its performance.
Spark's material assets and operations are in New Zealand, therefore no separate geographical information is provided.
Spark's segments are measured based on product margin, which includes product operating revenues and direct product costs.
The segment results exclude other gains, labour, other operating expenses, finance income and expense, depreciation and amortisation,
net investment income and income tax expense, as these are assessed at an overall Group level by the Chief Executive.
Comparative segment results
Spark has made minor reclassifications of segment revenues and costs between IT products, IT services, and other products to more
accurately reflect how these products are viewed. In addition, a major part of the data centre business included within other products
segment has been classified as a discontinuing operation in FY25 and the comparative information has been re-presented to reflect this.
See note 1.5 for more details. The remaining part of the data centres segment has been classified within the other products segment.
There is no change to the overall Spark reported result because of these reclassifications.
20252024
YEAR ENDED 30 JUNE
OPERATING
REVENUES
$M
PRODUCT
COSTS
$M
PRODUCT
MARGIN
$M
OPERATING
REVENUES
$M
PRODUCT
COSTS
$M
PRODUCT
MARGIN
$M
Mobile 1,453 (457) 996 1,474 (484) 990
Broadband 608 (331) 277 613 (325) 288
IT products 522 (265) 257 528 (253) 275
Voice 150 (68) 82 180 (81) 99
IT services 144 (49) 95 156 (42) 114
Procurement and partners 538 (473) 65 548 (483) 65
High-tech 84 (39) 45 79 (34) 45
Other products
1
124 (49) 75 140 (46) 94
Segment results from continuing operations 3,623 (1,731) 1,892 3,718 (1,748) 1,970
1. See note 2.2 for a description of other products.
Reconciliation from segment product margin to consolidated net earnings before income tax
20252024
YEAR ENDED 30 JUNE $M$M
Segment results 1,8921,970
Other gains
2
102102
Labour (439)(507)
Other operating expenses
3
(502)(424)
Earnings before finance income and expense, income tax, depreciation, amortisation and net
investment income (EBITDAI) 1,0531,141
Finance income 3130
Finance expense (149)(144)
Depreciation and amortisation (590)(512)
Net investment income 2(8)
Net earnings before income tax from continuing operations 347507
2. See note 2.2 for a description of other gains.
3. See note 2.3 for a break down of other operating expenses.
80
Financial statements
2
2.2 Operating revenues and other gains
The accounting policies specific to Spark’s operating revenues are outlined below:
Contracts with customers
Spark records revenue from contracts with customers in accordance with the five steps in NZ IFRS 15:
1. Identify the contract with a customer
2. Identify the performance obligations in the contract
3. Determine the transaction price, which is the total consideration provided by the customer
4. Allocate the transaction price amount to the performance obligations in the contract based on their relative stand-alone selling prices
5. Recognise revenue when or as the performance obligation is satisfied.
Spark often provides products and services in bundled arrangements (for example, a broadband modem together with a broadband
service). Where multiple products or services are sold in a single arrangement, revenue is recognised in relation to each distinct good or
service. A product or service is distinct where, amongst other criteria, a customer can benefit from it on its own or together with other
resources that are readily available. Revenue is allocated to each distinct product or service in proportion to its stand-alone selling price
and recognised when, or as, control is transferred to the customer.
Generally, control for products is transferred and revenue recognised at the point in time it is delivered to the customer and for services,
control is transferred, and revenue recognised, over time as the service is provided. Revenue for performance obligations satisfied over
time is recognised using the 'resources consumed by customers' method or the 'time-elapsed' method, as these best depict the transfer
of goods or services to customers.
Performance obligations, where Spark acts as an agent, includes some third-party media services and certain cloud, security and service
management contracts. Contracts with a significant financing component include those that have goods that were purchased on interest-
free payment terms of greater than 12 months.
The nature of the various performance obligations in our contracts with customers and when revenue is recognised is outlined below:
PERFORMANCE OBLIGATIONS
FROM CONTRACTS WITH CUSTOMERS
TIMING OF SATISFACTION
OF THE PERFORMANCE OBLIGATION AND PAYMENT
Mobile services, broadband services, media services, cloud,
security and service management services, managed data services
and rental of equipment
As the service is provided (usually monthly). Generally billed and
paid on a monthly basis.
Usage, other optional or non-subscription services, and pay-per-
use services
As the service is provided. Generally billed and paid on a
monthly basis
Fixed modems, mobile handsets and other distinct goodsWhen control is passed to the customer, generally when the
customer takes possession of the goods. For goods sold in packages
or on interest-free terms, customers usually pay in equal instalments
over 6 to 36 months.
Installation or set-up services (where distinct)As the service is provided. Generally billed and paid following
the provision of the service.
Network infrastructureAs the goods or services are provided. Generally billed when
milestones are completed and revenue recognised when the
milestones are completed or once control of goods passes to
the customer.
Spark New Zealand Annual Report FY25Hello tomorrow
81
NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
2.2 Operating revenues and other gains (continued)
20252024
YEAR ENDED 30 JUNENOTE $M$M
Operating revenues
Mobile 1,453 1,474
Broadband 608 613
IT products 522 528
Voice 150 180
IT services 144 156
Procurement and partners 538 548
High-tech 84 79
Other products 124 140
3,623 3,718
Other gains
Net gain on sale of Connexa investment1.4 71 –
Net gain on sale and acquisition of property, plant and equipment and intangible assets 8 62
Net gain on lease modifications and terminations 24 36
Net (loss)/gain on sale of long-term businesses (1) 4
102 102
Total operating revenues and other gains from continuing operations 3,725 3,820
Other products
Included in other products is revenue from mobile infrastructure, exchange building sharing arrangements and data centres.
Other gains
For the year ended 30 June 2025, other gains included net gain on the sale of Connexa investment of $71 million, the sale of property,
plant and equipment, together with the fair value of vendor funded equipment and software to support revenue growth opportunities of
$8 million, net gain from lease modifications and terminations of $24 million (primarily relates to property and exchange sites) and a
$1 million net loss on disposal of Digital Island Limited.
For the year ended 30 June 2024, other gains included the net gain on the sale of property, plant and equipment, together with the fair
value of vendor funded equipment to support revenue growth opportunities (primarily in relation to mobile and data centre network
equipment and other assets) of $62 million, net gains from lease modifications and terminations of $36 million (primarily relates to mobile
sites), and a net gain on sale of business hubs of $4 million.
82
Financial statements
2
2.2 Operating revenues and other gains (continued)
Key estimates and assumptions
Determining the transaction price
Determining the transaction price of Spark’s contracts requires judgement in estimating the amount of revenue we expect to be
entitled to for delivering the performance obligations within a contract. The transaction price is the amount of consideration that
is enforceable and to which we expect to be entitled in exchange for the goods and services we have promised to our customer.
We determine the transaction price by considering the terms of the contract and business practices that are customary within
that product, as well as adjusting the transaction price for estimated variable consideration and for any effects of the time value
of money. The 'expected value' or 'most likely' amount methods are used to determine variable consideration and any amount
where it is determined that it is highly probable a revenue reversal will not subsequently occur is included in the transaction
price. In making this determination consideration is given to the likelihood and potential magnitude of the revenue reversal, as
well as factors outside of Spark’s influence, the time when the uncertainty is expected to be resolved and Spark’s experience with
similar types of contracts. Judgement is required to determine the discount rate underlying any time value of money calculations,
as well as whether the financing component in a contract is significant. Discounts, rebates, refunds, credits, price concessions,
incentives, penalties and other similar items are reflected in the transaction price at contract inception.
Determining the stand-alone selling price and the allocation of the transaction price
Determining the stand-alone selling price of performance obligations and the allocation of the transaction price between
performance obligations involves judgement. The transaction price is allocated to performance obligations based on the relative
stand-alone selling prices of the distinct goods or services in the contract. The best evidence of a stand-alone selling price is the
observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar
customers. If a stand-alone selling price is not directly observable, we estimate the stand-alone selling price taking into account
reasonably available information relating to the market conditions, entity-specific factors and the class of customer. In determining
the stand-alone selling price, we allocate revenue between performance obligations based on expected minimum enforceable
amounts to which Spark is entitled. Any amounts above the minimum enforceable amounts are recognised as revenue as they
are earned.
Distinct goods and services
We make judgements in determining whether a promise to deliver goods or services is considered distinct. We account for
individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other
items in the bundled package and if the customer can benefit from it). The consideration is allocated between separate products
and services in a bundle based on their stand-alone selling prices.
Timing of satisfaction of performance obligations
We make judgements in determining whether performance obligations are satisfied over time or at a point in time, as well as the
methods used for measuring progress towards completed satisfaction of performance obligations. Refer to page 81 for Spark's
accounting policy on timing of satisfaction of performance obligations.
Spark New Zealand Annual Report FY25Hello tomorrow
83
NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
2.3 Operating expenses
20252024
YEAR ENDED 30 JUNE$M$M
Product costs 1,731 1,748
Labour
1
439 507
Other operating expenses
Network support costs 78 73
Computer costs 132 115
Accommodation costs 84 83
Advertising, promotions and communication 58 54
Bad debts 19 15
Other
1
131 84
Total other operating expenses 502 424
Total operating expenses from continuing operations 2,672 2,679
1. These FY25 balances include transformation costs of $53 million ($3 million in labour and $50 million in other operating costs which were mostly severances) incurred
in the implementation of Spark’s SPK-26 Operate Programme, see note 1.3 for more details.
Pension contributions
Labour costs include post-employment benefits (KiwiSaver and Superannuation) of $15 million (30 June 2024: $16 million).
Cost of inventories recognised as an expense
The cost of inventories recognised as an expense in relation to broadband modems, mobile devices and other accessories was
$330 million (30 June 2024: $354 million).
Lease expenses
Expenses relating to short-term leases and leases of low-value assets were $8 million (30 June 2024: $7 million).
Donations
Donations for the year ended 30 June 2025 were $1,931,000 and comprised Spark's donation to Spark Foundation of $1,894,000
and payroll giving and other donations of $37,000 (30 June 2024: $2,181,000, comprised Spark's donation to the Spark Foundation
of $2,099,000 and other donations of $82,000). Spark made no donations to political parties in the years ended 30 June 2025 and
30 June 2024.
Auditor’s remuneration
20252024
YEAR ENDED 30 JUNE$’000$’000
Audit of financial statements
Audit and review of financial statements
1
1,361 1,283
Other non-audit and non-review services
Audit or review related services
2
57 62
Other assurance services and other agreed upon procedures engagements
3
87 44
Other services
4
72 17
Total fees paid to auditor 1,577 1,406
1. The audit fee includes fees for both the annual audit of the financial statements and the review of the interim financial statements.
2. Audit or review related services consist of the audit of telecommunications-related regulatory disclosures of $57k.
3. Other assurance services relate to assurance over the Group's greenhouse gas emissions of $67k and sustainability linked loan of $20k.
4. Other services relate to HR Business Partner training programme of $45k, CPO Vantage Programme of $5k and CFO Vantage Programme of $5k as well as
administrative and other advisory services of $17k for the Corporate Taxpayer Group of which Spark, alongside a number of organisations, is a member.
84
Financial statements
2
2.4 Finance income, finance expense, depreciation, amortisation
and net investment income
20252024
YEAR ENDED 30 JUNENOTES$M$M
Finance income
Finance lease interest income 8 8
Other interest income 23 22
31 30
Finance expense
Finance expense on debt (79) (75)
Lease interest expense4.2 (51) (48)
Leased customer equipment interest expense (6) (8)
Other interest and finance expenses (20) (23)
(156) (154)
Plus: interest capitalised
1
7 10
(149) (144)
Depreciation and amortisation expense
Depreciation – property, plant and equipment3.6 (274) (221)
Depreciation – right–of–use assets3.4 (103) (88)
Depreciation – leased customer equipment assets3.5 (27) (33)
Amortisation – intangible assets3.7 (186) (170)
(590) (512)
Net investment income
Share of associates' and joint ventures' net losses3.3 (6) (17)
Interest income on loans receivable from associates and joint ventures 8 12
Impairment of investments – (2)
Net disposal and remeasurement of equity-accounted investments – (1)
2 (8)
1. Interest was capitalised on property, plant and equipment and intangible assets under development for the year ended 30 June 2025 at an annualised rate of 5.7%
(30 June 2024: 5.7%).
Spark New Zealand Annual Report FY25Hello tomorrow
85
NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
2.5 Non–GAAP measures
Spark uses non-GAAP financial measures that are not prepared in accordance with NZ IFRS. Spark believes that these non-GAAP financial
measures provide useful information to readers to assist in the understanding of the financial performance, financial position or returns
of Spark. These measures are also used internally to evaluate performance of products, to analyse trends in cash-based expenses, to
establish operational goals and allocate resources. However, they should not be viewed in isolation, nor considered as a substitute for
measures reported in accordance with NZ IFRS, as they are not uniformly defined or utilised by all companies in New Zealand or the
telecommunications industry.
Earnings before finance income and expense, income tax, depreciation, amortisation and net investment
income (EBITDAI)
Spark calculates EBITDAI from continuing operations by taking net earnings from continuing operations, adding back finance expense,
depreciation and amortisation and income tax expense, subtracting finance income and adjusting for net investment income (which includes
Spark’s share of net profits or losses from associates and joint ventures, interest income on loans receivable from associates and joint ventures,
net impact on remeasurement of equity-accounted investments and dividend income). A reconciliation of Spark’s EBITDAI from continuing
operations is provided below and based on amounts taken from, and consistent with, those presented in these financial statements.
20252024
YEAR ENDED 30 JUNENOTES$M$M
Net earnings from continuing operations reported under NZ IFRS 252 311
Less: finance income2.4 (31) (30)
Add back: finance expense2.4 149 144
Add back: depreciation and amortisation2.4 590 512
Add/(Less): net investment income2.4 (2) 8
Add back: income tax expense6.1 95 196
EBITDAI from continuing operations 1,053 1,141
86
Financial statements
2
2.5 Non–GAAP measures (continued)
Adjusted EBITDAI and adjusted net earnings
Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes one-off significant items (such
as gains, expenses and impairments) individually greater than $25 million. In the year ended 30 June 2025, the net gain on sale of the
remaining Connexa investment of $71 million, the transformation costs associated with Spark’s SPK-26 Operate Programme amounted
to $53 million and any associated tax impacts were deemed significant to adjust. In the year ended 30 June 2024, the tax effects resulting
from the government change to tax depreciation rules for buildings effective for Spark from 1 July 2024 of $26 million was deemed a
significant item to adjust.
20252024
YEAR ENDED 30 JUNENOTES$M$M
EBITDAI from continuing operations 1,053 1,141
EBITDAI from discontinuing operation1.5 25 22
Less: net gain on sale of Connexa investment1.4 (71) –
Add: transformation costs1.3 53 –
Adjusted total EBITDAI 1,060 1,163
Net earnings from continuing operations reported under NZ IFRS 252 311
Net earnings from discontinuing operation reported under NZ IFRS1.5 8 5
Less: net gain on sale of Connexa investment1.4 (71) –
Add: transformation costs1.3, 2.3 53 –
Add: tax effect of transformation costs6.1 (15) –
Add: tax effects resulting from the zero-rating of tax depreciation on buildings effective for Spark
from 1 July 20246.1 – 26
Adjusted total net earnings 227 342
Capital expenditure
Capital expenditure is the additions to property, plant and equipment and intangible assets (excluding spectrum, goodwill, acquisitions,
assets fully funded by customers or vendors and other non-cash additions that may be required by NZ IFRS, such as decommissioning
costs) and additions to capacity right-of-use assets where such additions are paid up front.
20252024
YEAR ENDED 30 JUNENOTES$M$M
Additions to property, plant and equipment3.6 311 387
Additions to intangible assets3.7 157 213
Additions to assets classified as held for sale3.6 5 –
Additions to capacity right-of-use assets3.4 3 10
Total additions 476 610
Less: assets fully funded by customers or vendors3.6, 3.7 (47) (50)
Less: spectrum additions3.7 – (23)
Less: addition to intangible assets on acquisition
1
– (11)
Less: other – (8)
Capital expenditure 429 518
1. Acquisition of Adroit Holdings Limited and Circle Investments Limited in FY24.
Spark New Zealand Annual Report FY25Hello tomorrow
87
NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
2.5 Non–GAAP measures (continued)
Net debt
Net debt at hedged rates, the primary net debt measure Spark monitors, includes non-current debt at the value of hedged cash flows due
to arise on maturity, plus current debt, less any cash. Net debt at carrying value includes the non-cash impact of fair value hedge
adjustments and any unamortised discount.
Net debt at hedged rates is a non-GAAP measure and is not defined in accordance with NZ IFRS but is a measure used by management.
A reconciliation of net debt at hedged rates and net debt at carrying value is provided in note 4.4.
Net tangible assets
Net tangible assets per share is a non-GAAP financial measure that is not defined in NZ IFRS. Total assets include assets held for sale and
right-of-use assets. Total liabilities include liabilities classified as held for sale and lease liabilities.
The calculation of Spark's net tangible assets per share and its reconciliation to the statement of financial position is presented below:
20252024
YEAR ENDED 30 JUNENOTE$M$M
Total assets 4,525 4,635
Less: intangible assets (804) (851)
Less: total liabilities (3,005) (3,045)
Net tangible assets 716 739
Number of shares outstanding (in millions)4.5 1,889 1,814
Net tangible assets per share$0.38$0.41
88
Financial statements
3
Section 3 Assets
3.1 Receivables and prepayments
20252024
AS AT 30 JUNE$M$M
Short-term receivables and prepayments
Trade receivables 422 431
Short-term prepayments 108 135
Short-term unbilled revenue 294 278
Short-term contract costs 52 47
Short-term finance lease receivables 13 6
Other short-term receivables
1, 2
50 18
939 915
Long-term receivables and prepayments
Long-term unbilled revenue 99 111
Long-term prepayments 105 66
Long-term contract costs 84 91
Long-term finance lease receivables 96 75
Long-term loans receivable
2
3 166
Other long-term receivables – 6
387 515
1. Other short-term receivables include $47 million for the sale of shares in Hutchison, received on 17 July 2025, see note 1.3 for further details.
2. FY25 balances have been impacted by the sale of the remaining Connexa investment, see note 1.4 for further details.
Amounts are stated at their net carrying value, including expected credit loss allowance provisions. The fair value of finance lease
receivables is estimated to be $116 million (30 June 2024: $72 million) and the carrying amount of all other receivables, measured at
amortised cost, are approximately equivalent to their fair value.
Spark New Zealand Annual Report FY25Hello tomorrow
89
NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3.1 Receivables and prepayments (continued)
Contract costs
Contract costs include costs to obtain a contract and costs to fulfil a contract. These costs are expected to be recovered and are therefore
initially deferred to the statement of financial position and then recognised within operating expenses on a systematic basis that is
consistent with the transfer to the customer of the goods or services to which the asset relates. The following summarises changes in
those balances:
20252024
COSTS TO
OBTAIN A
CONTRACT
COSTS TO
FULFIL A
CONTRACTTOTAL
COSTS TO
OBTAIN A
CONTRACT
COSTS TO
FULFIL A
CONTRACTTOTAL
YEAR ENDED 30 JUNENOTES$M$M$M$M$M$M
Opening balance as at 1 July 26 112 138 21 119 140
Additions 9 51 60 13 52 65
Transferred to leased customer equipment assets3.5 – – – – (4) (4)
Transferred to intangible assets3.7 – – – – (4) (4)
Transferred to property, plant and equipment3.6 – – – – (1) (1)
Amortisation recognised in operating expenses (6) (56) (62) (8) (50) (58)
Closing balance as at 30 June 29 107 136 26 112 138
Short-term contract costs 6 46 52 6 41 47
Long-term contract costs 23 61 84 20 71 91
Key estimates and assumptions
Determining the costs incurred to obtain or fulfil a contract that meet the deferral criteria within NZ IFRS 15 requires significant
judgement. Further, where such costs can be deferred, determining the appropriate amortisation period to recognise the costs
within operating expenses requires management judgement, including assessing the expected average customer tenure for
consumer customers and the expected contract term for enterprise customers. The amortisation period of the contract costs
ranges from 2 years to 11 years.
Expected credit loss allowance provision
Movements in the loss allowance provision are as follows:
20252024
YEAR ENDED 30 JUNE$M$M
Opening balance as at 1 July 20 17
Charged to expenses 22 17
Bad debts recovered (3) (2)
Utilised(17)(12)
Closing balance as at 30 June 22 20
90
Financial statements
3
3.1 Receivables and prepayments (continued)
Spark has applied the simplified approach to providing for expected credit losses, which requires the recognition of a lifetime expected
loss provision for trade receivables, unbilled revenue, contract costs, and finance lease receivables. The calculation of the allowance
provision incorporates Spark's previous collection history and forward-looking information, such as forecasted economic conditions.
The expected credit loss allowance provision has been determined as follows:
CURRENT≤ 1 MONTH> 1 MONTHTOTAL
AS AT 30 JUNE 2025$M$M$M$M
Expected loss rate1.6%0.5%15.6%1.9%
Gross carrying amount 892 198 45 1,135
Expected credit loss allowance provision 14 1 7 22
Short-term loss allowance provision 10 1 7 18
Long-term loss allowance provision 4 – – 4
AS AT 30 JUNE 2024$M$M$M$M
Expected loss rate1.2%1.4%8.8%1.6%
Gross carrying amount 1,107 74 68 1,249
Expected credit loss allowance provision 13 1 6 20
Short-term loss allowance provision 8 1 6 15
Long-term loss allowance provision 5 – – 5
The composition of the credit loss allowance provision between receivable types is as follows:
20252024
AS AT 30 JUNE$M$M
Trade receivables 10 8
Unbilled revenue 9 7
Contract costs 2 3
Finance lease receivables 1 1
Loans receivable– 1
Expected credit loss allowance provision 22 20
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of
recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could
generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be
subject to enforcement activities to comply with the Group’s procedures for recovery of amounts due.
Key estimates and assumptions
The expected credit loss allowance provision is determined based on assumptions about the risk of default and expected loss
rates of customers and other counterparties. Spark uses judgement in making these assumptions and selecting the inputs to the
impairment calculation based on Spark's past collection history, existing market conditions, as well as forward-looking estimates
at the end of the reporting period. Forward-looking estimates include assessment of forecasted changes to interest rates,
unemployment rates and Gross Domestic Product in New Zealand.
Spark New Zealand Annual Report FY25Hello tomorrow
91
NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3.1 Receivables and prepayments (continued)
Finance lease receivables
Spark has a number of leases for space in exchange buildings, including as a lessor for space in Spark exchanges and a lessee for space in
Chorus exchanges. These leases include a legal right of offset, as Spark and Chorus settle the payments on a net basis and are therefore
shown as a net finance lease receivable or net lease liability on the statement of financial position.
In FY25, Spark assigned its leases for the Victoria Street Auckland office building to a third party. In FY23, Spark assigned its ground leases
for the mobile site assets sold to Connexa. This resulted in Spark recording finance lease receivables equal to the lease liabilities for these
leases. Spark is unwinding these balances over the remaining term to the next right of renewal, at which point these will be novated.
In addition, Spark subleases a number of office building floors. Where subleases are for the whole of the remaining non-cancellable term
of the head lease, these are classified as a finance lease.
The profile of lease net receipts is set out below:
20252024
UNDISCOUNTEDDISCOUNTEDUNDISCOUNTEDDISCOUNTED
AS AT 30 JUNE$M$M$M$M
Less than one year
1
20 13 11 4
Between one and five years 51 26 30 5
More than five years 129 70 135 71
Net finance lease receivables 200 109 176 80
Plus short-term portion of finance lease receivables in liability position – – – 1
Total finance lease receivables 200 109 176 81
Less unearned finance income (91) – (95) –
Present value of finance lease receivables 109 109 81 81
Short-term finance lease receivables 13 6
Long-term finance lease receivables 96 75
1. The discounted balance as at 30 June 2025 has less than $1 million of sublease receivable assets, offset by less than $1 million liability relating to the Chorus finance
lease receivable (30 June 2024: $5 million sublease receivable asset, offset by a $1 million liability relating to the Chorus finance lease receivable).
The lease with Chorus, where Spark is the lessor, has multiple rights of renewals and the full lease term has been used in the majority of
the calculation of the financial lease receivable at lease inception, as it was likely that because of the specialised nature of the buildings,
the lease would be renewed to the maximum term.
3.2 Inventories
20252024
AS AT 30 JUNE$M$M
Goods held for resale 83 89
Total inventories 83 89
92
Financial statements
3
3.3 Long–term investments
20252024
AS AT 30 JUNEMEASUREMENT BASIS$M$M
Shares in HutchisonFair value through other comprehensive income– 41
Investment in associates and joint venturesEquity method 73 161
Other long-term investmentsCost 3 4
76 206
Spark held a 10% interest in Hutchison, which was quoted on the Australian Securities Exchange (ASX) and its fair value was measured
using the observable bid share price as quoted on the ASX, classified as being within Level 1 of the fair value hierarchy. On 25 June 2025,
Spark sold its 10% shareholding in Hutchison for AU$0.032 per share, with $48 million cash proceeds received on 17 July 2025. As at
30 June 2025, the investment was remeasured to $47 million using this share price (30 June 2024: AU$0.028) and recognised as a
receivable, see note 1.3 for further details. The increase in fair value of $5 million was recognised in other comprehensive income (30 June
2024: $20 million decrease).
Investment in associates and joint ventures
Spark's investment in associates and joint ventures at 30 June 2025 consists of the following:
NAMETYPECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY
Flok LimitedAssociate New Zealand38%Hardware and software development
Hourua LimitedJoint VentureNew Zealand50%Delivering the Public Safety Network
Pacific Carriage Holdings Limited, Inc.AssociateUnited States41%A holding company
Rural Connectivity Group LimitedJoint VentureNew Zealand33%Rural broadband
Southern Cross Cables Holdings LimitedAssociateBermuda41%A holding company
TNAS LimitedJoint VentureNew Zealand50%Telecommunications development
On 28 February 2025, Spark sold its remaining ~17% interest in FrodoCo Holdings Limited, the holding company for Connexa, to global
investment group CDPQ. See note 1.4 for further details on the sale of this investment in associate.
All investments in associates and joint ventures are measured using the equity method. Changes in the aggregate carrying amount of
Spark's investment in associates and joint ventures were as follows:
20252024
ASSOCIATESJOINT VENTURESTOTALASSOCIATESJOINT VENTURESTOTAL
YEAR ENDED 30 JUNE$M$M$M$M$M$M
Opening balance as at 1 July 143 18 161 168 19 187
Additional investments during the year – – – – 1 1
Disposals (65) – (65) (3) – (3)
Return of capital (17) – (17) (7) – (7)
Share of net losses (5) (1) (6) (15) (2) (17)
Closing balance as at 30 June 56 17 73 143 18 161
Spark has suspended equity accounting for Pacific Carriage Holdings Limited Inc and Southern Cross Cables Holdings Limited (together
‘Southern Cross’) as their carrying values were reduced to nil. Spark has no obligation to fund Southern Cross deficits or repay dividends.
For the year ended 30 June 2025, Spark's share of Southern Cross profits was not recognised because of the existence of historic
cumulative Southern Cross deficits. In the current year Southern Cross profit was $53 million (30 June 2024: $46 million).
Spark New Zealand Annual Report FY25Hello tomorrow
93
NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3.4 Right–of–use assets
Spark is a lessee for a large number of leases, including:
• Property – Spark leases a number of office buildings and retail stores. Some of these leases have rights of renewal that are reasonably
certain to be exercised and therefore may have long expected lease terms
• Capacity arrangements – Spark enters into a number of indefeasible right-of-use capacity arrangements for cable capacity
• Mobile sites – Spark has entered into a number of agreements to allow the operation of mobile network infrastructure throughout
New Zealand
• Motor vehicles – Spark leases motor vehicles for use in sales, field operations and maintenance of infrastructure equipment
• IT storage and compute – Spark leases IT capacity infrastructure to process, store, and manage data for use in providing services to
customers
• Other – Spark leases equipment that is held at Spark premises and used to provide services to customers.
Movements in right-of-use assets are summarised below:
PROPERTYCAPACITY
MOBILE
SITES
MOTOR
VEHICLES
IT STORAGE
AND COMPUTEOTHERTOTAL
YEAR ENDED 30 JUNE 2025NOTES$M$M$M$M$M$M$M
Opening net book value132 197 78 5 72 3 487
Additions and acquisitions105 3 38 – 36 3 185
Disposals(22)– (1)(1)– – (24)
Assets classified as held for sale1.5(3)– – – – – (3)
Remeasurements
1
4.26 1 5 – 1 1 14
Depreciation charge
2
1.5, 2.4(36)(25)(10)(2)(29)(2)(104)
Closing net book value182 176 110 2 80 5 555
PROPERTYCAPACITY
MOBILE
SITES
MOTOR
VEHICLES
IT STORAGE
AND COMPUTEOTHERTOTAL
YEAR ENDED 30 JUNE 2024NOTES$M$M$M$M$M$M$M
Opening net book value186 212 65 3 21 1 488
Additions and acquisitions10 10 13 4 60 – 97
Transferred from leased customer
equipment assets3.5– – – – 4 4 8
Disposals(3)– – – – – (3)
Remeasurements
1
4.2(29)– 7 1 7 – (14)
Depreciation charge
2
1.5, 2.4(32)(25)(7)(3)(20)(2)(89)
Closing net book value132 197 78 5 72 3 487
1. Remeasurements to property in FY25 and FY24 primarily relate to modifications for corporate property and mobile site leases. The increase/(decrease) in the
right-of-use assets for corporate property leases is substantially offset by an increase/(decrease) in property lease liabilities (see note 4.2).
2. Depreciation includes charges for continuing and discontinuing operations.
All capacity additions for the years ended 30 June 2025 and 30 June 2024 were fully paid on control being obtained and therefore
deemed capital expenditure, which is a non-GAAP measure, as defined and reconciled in note 2.5.
Income from subleasing right-of-use assets for the year ended 30 June 2025 was $1 million (30 June 2024: $2 million).
94
Financial statements
3
3.4 Right–of–use assets (continued)
Key estimates and assumptions
At inception of a contract Spark assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess
whether a contract conveys the right to control the use of an identified asset, Spark assesses whether:
• The contract involves the use of an identified asset
• Spark has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use
• Spark has the right to direct the use of the asset
At inception or on reassessment of a contract that contains a lease component, Spark allocates the consideration in the contract
to each lease component on the basis of their relative stand-alone prices. Spark recognises a right-of-use asset at the lease
commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is
located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of
the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are
determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically assessed for
impairment losses and adjusted for certain remeasurements of the lease liability.
3.5 Leased customer equipment assets
Spark acts as the intermediate party (as a lessee and a lessor) in a number of lease arrangements for customer premises equipment. Such
arrangements may also include an initial sale and leaseback transaction. A sale and leaseback transaction contains a genuine sale if control
of an asset is transferred under NZ IFRS 15. For Spark’s back-to-back lease arrangements we have assessed that a sale does not occur, as
control over the equipment remains with Spark instead of passing to the buyer-lessor. Spark also acts as a lessor, where there is no
intermediate party, for customer premises equipment.
Spark as the seller-lessee or lessor (when the lease is an operating lease) continues to recognise the leased customer equipment asset,
which is initially measured at cost. The assets are subsequently depreciated using the straight-line method based on their estimated useful
lives. Movements in leased customer equipment assets are summarised below:
20252024
YEAR ENDED 30 JUNENOTES$M$M
Opening net book value70 77
Additions17 32
Transferred to right-of-use assets3.4– (8)
Transferred from contract costs3.1– 4
Disposals (1)(2)
Depreciation charge(27)(33)
Closing net book value59 70
AS AT 30 JUNE
Cost210 205
Accumulated depreciation and impairment losses(151)(135)
Closing net book value59 70
Leased customer equipment assets are leased to customers under operating leases. Revenue received from these arrangements and
other operating leases for the year ended 30 June 2025, including from discontinuing operation, were $62 million (30 June 2024:
$62 million).
Spark New Zealand Annual Report FY25Hello tomorrow
95
NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3.6 Property, plant and equipment
TELECOMMUNI–
CATIONS
EQUIPMENT
AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS
WORK IN
PROGRESSTOTAL
YEAR ENDED 30 JUNE 2025NOTES$M$M$M$M$M$M
Opening net book value792 59 260 85 198 1,394
Additions and acquisitions
1
– – – – 316 316
Assets classified as held for sale1.5(98)(9)(88)(1)(40)(236)
Transfers238 – 30 95 (363)–
Disposals– – – (1)(2)(3)
Depreciation charge
2
1.5, 2.4(222)– (26)(39)– (287)
Closing net book value710 50 176 139 109 1,184
AS AT 30 JUNE 2025
Cost3,581 50 508 572 109 4,820
Accumulated depreciation and impairment losses(2,871)– (332)(433)– (3,636)
Closing net book value710 50 176 139 109 1,184
TELECOMMUNI–
CATIONS
EQUIPMENT
AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS
WORK IN
PROGRESSTOTAL
YEAR ENDED 30 JUNE 2024NOTES$M$M$M$M$M$M
Opening net book value 732 61 256 61 154 1,264
Additions and acquisitions
1
– – – – 387 387
Transfers 244 (2) 29 73 (344) –
Disposals (5) – – (18) – (23)
Transfer from contract costs3.1 – – – – 1 1
Depreciation charge
2
1.5, 2.4 (179) – (25) (31) – (235)
Closing net book value 792 59 260 85 198 1,394
AS AT 30 JUNE 2024
Cost 3,479 59 622 504 198 4,862
Accumulated depreciation and impairment losses (2,687) – (362) (419) – (3,468)
Closing net book value 792 59 260 85 198 1,394
1. Included in additions is $44 million (30 June 2024: $42 million) of assets fully funded by customers or vendors.
2. Depreciation includes charges for continuing and discontinuing operations.
96
Financial statements
3
3.6 Property, plant and equipment (continued)
Joint arrangement
Spark has a joint arrangement relating to the construction and operation of the Tasman Global Access fibre-optic submarine cable
between Australia and New Zealand. As at 30 June 2025, the carrying values of Spark's share of property, plant and equipment and
capacity right-of-use assets in the joint operation were $10 million and $19 million, respectively (30 June 2024: $11 million and
$20 million, respectively).
Key estimates and assumptions
Spark's property, plant and equipment is measured at cost and depreciation is charged on a straight-line basis over the assets'
estimated useful lives. Determining the appropriate useful life of property, plant and equipment requires management
judgement, including the expected period of service potential, the likelihood technological advances will make the asset
obsolete, the likelihood of Spark ceasing to use it and the effect of government regulation.
The estimated useful lives of Spark's property, plant and equipment are as follows:
Telecommunications equipment
Links and cables 9 – 50 years
Network transport 2 – 15 years
Mobile radio access network 5 – 25 years
Customer premises equipment 3 – 5 years
International cable and satellite 10 – 15 years
Buildings
Buildings 15 – 53 years
Furniture and fittings 3 – 20 years
Air conditioning 5 – 20 years
Power systems 3 – 25 years
Batteries 5 – 15 years
Other
Motor vehicles 6 years
Computer equipment 2 – 8 years
Internal IT system assets 3 – 15 years
The assessment of assets for impairment is based on a large number of factors, such as changes in current competitive
conditions, expectations of growth in the telecommunications industry, the discontinuance of services, the expected future cash
flows an asset is expected to generate and other changes in circumstances that indicate an impairment exists. Key judgements
include rates of expected revenue growth or decline, expected future margins and the selection of an appropriate discount rate
for valuing future cash flows.
Spark New Zealand Annual Report FY25Hello tomorrow
97
NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3.7 Intangible assets
SOFTWARE
SPECTRUM
LICENCES
OTHER
INTANGIBLESGOODWILL
WORK IN
PROGRESSTOTAL
YEAR ENDED 30 JUNE 2025NOTE$M$M$M$M$M$M
Opening net book value 352 163 15 244 77 851
Additions and acquisitions
1
– – – – 157 157
Assets classified as held for sale 1.5 – – – (10) (1) (11)
Transfers 192 – 1 – (193) –
Disposals – – (3) (4) – (7)
Amortisation charge (163) (18) (5) – – (186)
Closing net book value 381 145 8 230 40 804
AS AT 30 JUNE 2025
Cost 1,957 355 73 278 40 2,703
Accumulated amortisation and impairment losses (1,576) (210) (65) (48) – (1,899)
Closing net book value 381 145 8 230 40 804
SOFTWARE
SPECTRUM
LICENCES
OTHER
INTANGIBLESGOODWILL
WORK IN
PROGRESSTOTAL
YEAR ENDED 30 JUNE 2024NOTE$M$M$M$M$M$M
Opening net book value 314 158 10 234 90 806
Additions and acquisitions
1
– – – 10 203 213
Transfers 184 23 13 – (220) –
Transfer from contract costs3.1 – – – – 4 4
Disposals (2) – – – – (2)
Amortisation charge (144) (18) (8) – – (170)
Closing net book value 352 163 15 244 77 851
AS AT 30 JUNE 2024
Cost 1,766 355 79 292 77 2,569
Accumulated amortisation and impairment losses (1,414) (192) (64) (48) – (1,718)
Closing net book value 352 163 15 244 77 851
1. Included in additions is $3 million (30 June 2024: $8 million) of assets fully funded by customers or vendors. Total software capitalised in the year ended 30 June 2025
includes $97 million (30 June 2024: $84 million) of internally generated assets. Other software capitalised in the year includes software licences and externally
supplied labour.
Key estimates and assumptions
Intangible assets are amortised over their useful lives on a straight-line basis, except goodwill, which is tested for impairment
annually. Determining the appropriate useful life of an intangible asset requires management judgement, including assessing the
expected period of service potential, the likelihood technological advances will make it obsolete and the likelihood of Spark
ceasing to use it.
The estimated useful lives of Spark's intangible assets are as follows:
Spectrum licences 2 - 21 years
Software 2 - 16 years
Customer contracts and brands 5 - 10 years
Other intangible assets 2 - 100 years
98
Financial statements
3
3.7 Intangible assets (continued)
Goodwill
Goodwill by cash-generating unit (CGU) is presented below:
20252024
AS AT 30 JUNE$M$M
Mobile 47 34
Broadband 3 3
IT Products 110 117
IT Services 50 53
High-tech 20 20
Digital Island– 17
230 244
On 28 February 2025, Spark sold its subsidiary Digital Island Limited, excluding Digital Island’s mobile services business which has been
transferred to Spark. $4 million of goodwill was disposed as part of the sale and the remaining $13 million relating to the retained mobile
business was transferred to the mobile CGU in Spark.
Goodwill from IT products and IT services of $10 million relating to the data centre business has been classified as assets held for sale
during FY25, see note 1.5 for further details.
During the years ended 30 June 2025 and 30 June 2024, no impairment arose as a result of the assessment of the carrying value of
goodwill. Headroom currently exists in each CGU and, based on the sensitivity analysis performed, no reasonably possible changes in the
assumptions would cause the carrying amount of the CGUs to exceed their recoverable amounts.
Key estimates and assumptions
Goodwill is assessed annually for impairment using a value-in-use model, which estimates the future cash flows, based on the
FY25 Board-approved business plan, applied to the next three years, with key assumptions being forecast earnings and capital
expenditure for each CGU. The forecast financial information is based on both past experience and future expectations of CGU
performance. The key inputs and assumptions used in performing an impairment assessment that require judgement include
revenue forecasts, operating cost projections, customer numbers and customer churn, discount rates, growth rates and future
technology paths.
Nil terminal growth was applied to all CGUs and a pre-tax discount rate of 11.0% was utilised for the year ended 30 June 2025
(30 June 2024: 11.3%). Management considers that the risk aspects, prospects and exposure are sufficiently similar to apply
these rates across all CGU's.
Spark New Zealand Annual Report FY25Hello tomorrow
99
NOTES TO THE FINANCIAL STATEMENTS: LIABILITIES AND EQUITY
Section 4 Liabilities and equity
4.1 Payables, accruals and provisions
20252024
AS AT 30 JUNE$M$M
Short-term payables, accruals and provisions
Trade accounts payable and accruals 321 299
Revenue billed in advance 111 112
Accrued personnel costs 29 36
Accrued interest 4 6
GST payable 36 51
Short-term sale and leaseback liabilities 18 26
Short-term provisions 8 12
Other short-term payables and accruals 9 8
536 550
Long-term payables, accruals and provisions
Long-term sale and leaseback liabilities 31 34
Long-term provisions 3 15
Other long-term payables and accruals 15 7
49 56
Trade accounts payable and sale and leaseback liabilities are financial instruments held at amortised cost.
Provisions
The following table summarises movements in provisions in the year:
SPARK SPORT
PROVISION
MAKE-GOOD
PROVISIONS TOTAL
YEAR ENDED 30 JUNE 2025$M$M$M
Opening balance as at 1 July 23 4 27
Additional provisions made in the year 1 1 2
Amounts utilised during the year (18) (1) (19)
Unwinding of discount 1 – 1
Closing balance at 30 June 7 4 11
Short-term provisions 7 1 8
Long-term provisions – 3 3
100
Financial statements
4
4.2 Lease liabilities
PROPERTYCAPACITY
MOBILE
SITES
MOTOR
VEHICLES
IT STORAGE
AND COMPUTEOTHERTOTAL
YEAR ENDED 30 JUNE 2025$M$M$M$M$M$M$M
Opening lease liability balance 162 2 488 5 79 5 741
Leases entered into during the year 148 – 38 – 37 3 226
Disposals (4) – (8) – – – (12)
Liabilities classified as held for sale (4) – – – – – (4)
Interest expense 12 – 33 – 6 – 51
Principal repayments (53) (1) (60) (3) (32) (2) (151)
Remeasurements
1
6 1 8 – 1 – 16
Balance at the end of the year 267 2 499 2 91 6 867
Short-term lease liabilities 40 – 34 1 30 2 107
Long-term lease liabilities 227 2 465 1 61 4 760
Lease liabilities - non-cancellable commitments
2
251 2 499 2 91 6 851
PROPERTYCAPACITY
MOBILE
SITES
MOTOR
VEHICLES
IT STORAGE
AND COMPUTEOTHERTOTAL
YEAR ENDED 30 JUNE 2024$M$M$M$M$M$M$M
Opening lease liability balance 220 2 529 3 20 2 776
Leases entered into during the year10 – 13 4 61 – 88
Transferred from sale and leaseback liabilities – – – – 4 4 8
Disposals(3) – (1) – – – (4)
Interest expense8 – 36 – 3 1 48
Principal repayments(45)(1)(60)(3)(17)(2)(128)
Remeasurements
1
(28)1 (29)1 8 – (47)
Balance at the end of the year162 2 488 5 79 5 741
Short-term portion of finance lease receivable1 – – – – – 1
Total lease liability balance163 2 488 5 79 5 742
Short-term lease liabilities37 – 30 2 25 2 96
Long-term lease liabilities126 2 458 3 54 3 646
Lease liabilities – non-cancellable commitments
2
277 2 496 5 85 5 870
1. Remeasurements in FY25 and FY24 primarily relate to modifications for corporate property and mobile site leases. For corporate properties, the increase/(decrease) in
lease liabilities is substantially offset by an increase/(decrease) in property right-of-use assets (see note 3.4). For mobile site remeasurements, there is not an equal
adjustment to right-of-use assets as the majority of these adjustments relate to Connexa leases which have a smaller right-of-use asset due to the sale and leaseback
transaction.
2. Relates to the discounted lease liability for future minimum rental commitments for non-cancellable periods of leases, excluding rights of renewal, which are at Spark's
option, including leases committed to that have not yet commenced.
Spark New Zealand Annual Report FY25Hello tomorrow
101
NOTES TO THE FINANCIAL STATEMENTS: LIABILITIES AND EQUITY
4.2 Lease liabilities (continued)
Key estimates and assumptions
Spark recognises a lease liability at the lease commencement date. The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that
rate cannot be readily determined, Spark's incremental borrowing rate. Generally Spark uses its incremental borrowing rate as
the discount rate, with adjustments for the type and term of the lease.
Lease payments included in the measurement of the lease liability which comprise:
• Fixed payments, including in-substance fixed payments
• Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date
• Amounts expected to be payable under a residual value guarantee
• The exercise price under a purchase option that Spark is reasonably certain to exercise
• Lease payments in an optional renewal period if Spark is reasonably certain to exercise an extension option
The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if
there is a change in Spark's estimate of the amount expected to be payable under a residual value guarantee or if Spark changes
its assessment of whether it will exercise a purchase or extension option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use
asset or it is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Spark has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of
12 months or less and leases of low-value assets. Spark recognises the lease payments associated with these leases within
operating expenses on a straight-line basis over their lease terms.
102
Financial statements
4
4.3 Debt
Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is classified and
measured at amortised cost plus, for hedged liabilities that are in a fair value hedging relationship, adjustments for fair value changes
attributable to the risk being hedged. Any difference between cost and redemption value (including fair value changes) is recognised in
the statement of profit or loss over the period of the borrowings, using the effective interest rate method.
20252024
AS AT 30 JUNENOTEFACILITYCOUPON RATEMATURITY
$M$M
Current debt
Commercial paperVariable< 3 months 150 208
150 208
Supplier financing arrangements
1
Variable< 30/06/2029 32 21
32 21
Bank funding
Commonwealth Bank of Australia
2
100 million NZDVariable30/11/2024 – 100
Bank of New Zealand100 million NZDVariable30/05/2025 – 85
MUFG Bank Ltd.
2
125 million NZDVariable30/11/2025 125 –
125 185
Foreign currency Medium Term Notes
Australian Medium Term Notes - 100 million AUD1.90%05/06/2026 105 –
105 –
Total current debt4.4 412 414
Non-current debt
Supplier financing arrangements
1
Variable< 30/06/2029 28 49
28 49
Bank funding
MUFG Bank Ltd.
2
125 million NZDVariable30/11/2025 – 125
Commonwealth Bank of Australia
2
100 million NZDVariable30/11/2027 70 –
70 125
Domestic notes
125 million NZD3.94%07/09/2026 124 117
100 million NZD
3
4.37%29/09/2028 100 100
125 million NZD5.21%18/09/2029 129 124
175 million NZD5.45%18/09/2031 182 174
535 515
Foreign currency Medium Term Notes
Australian Medium Term Notes - 100 million AUD1.90%05/06/2026 – 102
Australian Medium Term Notes - 150 million AUD4.00%20/10/2027 160 156
Australian Medium Term Notes - 125 million AUD2.60%18/03/2030 123 116
Norwegian Medium Term Notes - 1 billion NOK
4
3.07%19/03/2029 154 142
437 516
Total non-current debt4.4 1,070 1,205
Total debt 1,482 1,619
1. With respect to arrangements with outstanding liabilities during the year, including those entered into in prior years, financing providers have paid suppliers a total of
$109 million, Spark has accrued interest of $5 million and made payments against these arrangements of $54 million, resulting in a closing liability of $60 million as at
30 June 2025 (30 June 2024: financers have paid suppliers $120 million, Spark has accrued interest of $4 million and made payments against these arrangements of
$54 million, resulting in a closing liability of $70 million). Amounts paid under these arrangements are presented in the statement of cash flows within financing
activities. These supplier financing arrangements have extended payment terms ranging from two to six years from initial supplier financing arrangement
commencement dates, generally with monthly repayments. There are no security nor guarantees provided relating to these arrangements.
2. These facilities are sustainability linked loans. Spark will receive lower interest rates for the next annual period if it achieves annual sustainability targets or pay higher
rates on the loans for the next annual period if it falls short of these annual targets.
3. This bond is a sustainability linked bond. The bond includes an increase to interest rate if the sustainability target is not achieved at 30 June 2026.
4. Norwegian krone.
Spark New Zealand Annual Report FY25Hello tomorrow
103
NOTES TO THE FINANCIAL STATEMENTS: LIABILITIES AND EQUITY
4.3 Debt (continued)
Changes in Spark’s short-term and long-term financing are disclosed in note 1.3 of these financial statements.
None of Spark's debt is secured and all debt ranks equally with other liabilities. There are no financial covenants over Spark's debt,
however, there are certain triggers in the event of default, as defined in the various debt agreements. There have been no events of default
over Spark's debt in the years ended 30 June 2025 and 30 June 2024.
The fair value of total debt based on market observable prices was $1,489 million compared to a carrying value of $1,482 million as at
30 June 2025 (30 June 2024: fair value of $1,635 million compared to a carrying value of $1,619 million).
4.4 Capital risk management
Spark manages its capital considering shareholders' interests, the value of Spark’s assets and the Company’s credit rating. The Board
is focused on the Company retaining a strong balance sheet, targeting metrics consistent with its current S&P Global credit ratings.
At 30 June 2025, Spark's net debt to EBITDAI (including lease liabilities) ratio was 2.2x. As a result of the Hutchison investment sale
proceeds received in July 2025 and the expected sale of the data centre business, which was announced in August 2025, Spark expects
that its net debt to EBITDAI ratio will reduce by 0.5x by the end of H1 FY26.
As at 30 June 2025, the Company’s S&P Global credit ratings for long-term and short-term debt was, respectively, A- and A-2 with outlook
negative (30 June 2024: A- and A-2 with outlook stable).
Net debt
A reconciliation of net debt at hedged rates (a non-GAAP measure) and net debt at carrying value is provided below:
20252024
AS AT 30 JUNE$M$M
Cash (34) (59)
Current debt at face value 417 418
Non-current debt at face value 1,085 1,267
Net debt at face value 1,468 1,626
To retranslate debt balances at swap rates where hedged by currency swaps 7 10
Net debt at hedged rates
1
1,475 1,636
Non-cash adjustments
Impact of fair value hedge adjustments
2
79
Unamortised discount (4) (7)
Net debt at carrying value 1,478 1,638
1. Net debt at hedged rates is the value of hedged cash flows due to arise on maturity.
2. Fair value hedge adjustments arise on domestic notes in fair value hedges and foreign currency medium term notes in dual fair value and cash flow hedges.
These have no impact on the cash flows to arise on maturity.
104
Financial statements
4
4.4 Capital risk management (continued)
A reconciliation of movements in net debt is provided below:
CASH FLOWSNON–CASH MOVEMENTS
YEAR ENDED 30 JUNE 2025
AS AT 1 JULY
2024
$M
PROCEEDS
$M
PAYMENTS
$M
INTEREST
AMORTISATION
$M
FAIR VALUE
CHANGES
$M
FOREIGN
EXCHANGE
MOVEMENT
$M
OTHER
$M
AS AT 30 JUNE
2025
$M
Cash(59)(16,466)16,491––––(34)
Current debt 4142,219(2,358)(1)––138412
Non-current debt 1,20510,163(10,221)–433(123)1,070
Derivatives78–––(45)(3)–30
Net debt at carrying value 1,638 (4,084) 3,912 (1) (2) – 15 1,478
CASH FLOWSNON–CASH MOVEMENTS
YEAR ENDED 30 JUNE 2024
AS AT 1 JULY
2023
$M
PROCEEDS
$M
PAYMENTS
$M
INTEREST
AMORTISATION
$M
FAIR VALUE
CHANGES
$M
FOREIGN
EXCHANGE
MOVEMENT
$M
OTHER
$M
AS AT 30 JUNE
2024
$M
Cash(100)(19,625)19,666––––(59)
Current debt 2362,101(1,947)13–20414
Non-current debt 81613,729(13,373)–104191,205
Derivatives97–––(14)(4)(1)78
Net debt at carrying value 1,049 (3,795) 4,346 1 (1) – 38 1,638
4.5 Equity and dividends
Share capital
Movements in the Company’s issued ordinary shares were as follows:
20252024
YEAR ENDED 30 JUNENUMBERNUMBER
Shares at the beginning of the year 1,814,155,480 1,845,000,906
Cancelled shares acquired under the on-market share buy-back programme – (31,803,206)
Dividend reinvestment plan 74,185,274 –
Issuance of shares under share schemes and other transfers 981,753 957,780
Shares at the end of the year 1,889,322,507 1,814,155,480
All issued shares are fully paid and have no par value. Shareholders of ordinary shares have the right to vote at any general meeting of the Company.
Dividends
1
20252024
YEAR ENDED 30 JUNE
CENTS PER
SHARE$M
CENTS PER
SHARE$M
Previous year second half-year dividend 14.0 254 13.5 249
First half-year dividend 12.5 230 13.5 245
Total dividends in the year 26.5 484 27.0 494
Second half-year dividend declared subsequent to balance date not provided for12.5236 14.0 254
1. Dividends paid disclosed above exclude supplementary dividends. For the year ended 30 June 2025, supplementary dividends paid were $37 million (30 June 2024:
$48 million).
Spark New Zealand Annual Report FY25Hello tomorrow
105
NOTES TO THE FINANCIAL STATEMENTS: LIABILITIES AND EQUITY
4.5 Equity and dividends (continued)
Events after balance date
On 19 August 2025 the Board approved the payment of a second-half ordinary dividend of 12.5 cents per share or approximately
$236 million. This ordinary dividend will be 75% imputed. In addition, supplementary dividends totalling approximately
$14 million will be payable to shareholders who are not resident in New Zealand. In accordance with the Income Tax Act 2007,
Spark will receive a tax credit from Inland Revenue equivalent to the amount of supplementary dividends paid.
H1 FY25 H2 FY25
ORDINARY DIVIDENDS ORDINARY DIVIDENDS
Dividends declared
Ordinary shares 12.5 cents 12.5 cents
American Depositary Shares
1
35.64 US cents 37.35 US cents
Imputation
Percentage imputed75%75%
Imputation credits per share 3.6458 cents 3.6458 cents
Supplementary dividend per share
2
1.6544 cents 1.6544 cents
‘Ex’ dividend dates
New Zealand Stock Exchange20/03/202509/09/2025
Australian Securities Exchange20/03/202509/09/2025
American Depositary Shares 21/03/202509/09/2025
Record dates
New Zealand Stock Exchange21/03/202510/09/2025
Australian Securities Exchange21/03/202510/09/2025
American Depositary Shares 21/03/202510/09/2025
Payment dates
New Zealand and Australia 04/04/202503/10/2025
American Depositary Shares 14/04/202513/10/2025
1. Spark’s American Depositary Shares, each representing five ordinary Spark shares and evidenced by American Depositary Receipts (ADRs), are traded over-the-counter
in the United States. This is a Level 1 ADR programme that is sponsored by Bank of New York Mellon. For H2 FY25 these are based on the exchange rate at 13 August
2025 of NZ$1 to US$0.5976 and a ratio of five ordinary shares per one American Depositary Share. The actual exchange rate used for conversion is determined in the
week prior to payment when the Bank of New York Mellon performs the physical currency conversion.
2. Supplementary dividends are paid to non-resident shareholders.
Dividend reinvestment plan
The company has a dividend reinvestment plan under which shareholders can elect to receive dividends in additional shares. The
dividend reinvestment plan has been suspended.
106
Financial statements
5
Section 5 Financial instruments
5.1 Derivatives and hedge accounting
20252024
DERIVATIVE
ASSETS
DERIVATIVE
LIABILITIES
DERIVATIVE
ASSETS
DERIVATIVE
LIABILITIES
AS AT 30 JUNE$M$M$M$M
Designated in a cash flow hedge– (26)26 –
Designated in a fair value hedge11 (1)– (10)
Designated in a dual fair value and cash flow hedge– (40)– (68)
11 (67)26 (78)
Short-term derivatives– (7)1 –
Long-term derivatives11 (60)25 (78)
Spark’s derivatives are held at fair value, calculated using discounted cash flow models and observable market rates of interest and foreign
exchange prices. This represents a level two measurement under the fair value measurement hierarchy, being inputs other than quoted
prices included within level one that are observable for the asset or liability. As at 30 June 2025 and 30 June 2024, no derivative financial
assets or derivative financial liabilities have been offset in the statement of financial position. The potential for offsetting of any derivative
financial instruments is $10 million (30 June 2024: $11 million), which if applied would result in a reduction of derivative assets and
derivative liabilities.
Hedge accounting
Derivatives are hedge accounted when they are designated into an effective hedge relationship as a hedging instrument. The nature and
the effectiveness of the hedge accounting relationship will determine where the gains and losses on remeasurement are recognised.
Derivatives are designated as:
• Fair value hedges, where the derivative is used to manage interest rate risk in relation to debt.
• Cash flow hedges, where the derivative is used to manage the variability in cash flows of highly probable forecast transactions.
• Dual fair value and cash flow hedges, where the derivative is used to hedge the interest rate risk on foreign debt and the variability
in cash flows due to movements in foreign exchange rates.
At inception, each hedge relationship is formalised in hedge documentation. Hedge accounting is discontinued when the hedge
instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. Spark determines the existence of an
economic relationship between the hedging instrument and the hedged item based on the currency, amount and timing of respective
cash flows, reference interest rates, tenors (time to maturity), repricing dates, maturities and notional amounts. Spark assesses whether the
derivative designated in each hedging relationship is expected to be, and has been, effective in offsetting the changes in cash flows of
the hedged item using the hypothetical derivative method.
Derivatives in hedge relationships are designated based on a hedge ratio of 1:1. In these hedge relationships the main source of
ineffectiveness is the effect of the counterparty and Spark's own credit risk on the fair value of the derivatives, which is not reflected in
the change in the fair value of the hedged item attributable to changes in foreign exchange and interest rates.
Cash flow hedges
Cross-currency interest rate swaps and interest rate swaps are jointly designated in cash flow hedges to manage interest and foreign
exchange rate risk on debt. The hedged cash flows will affect Spark's statement of profit or loss and other comprehensive income as
interest and principal amounts are repaid over the remaining term of the debt.
Interest rate swaps are designated in cash flow hedges to manage the interest rate exposure of highly probable forecast variable rate
debt and aggregate variable interest rate exposures created by swapping local or foreign currency floating-rate (variable) debt into
fixed-rate debt.
Spark also enters into forward exchange contracts to hedge forecast foreign currency purchases, the majority expected to be made within
12 months. The related cash flows are recognised in the statement of profit or loss and other comprehensive income over this period.
Spark New Zealand Annual Report FY25Hello tomorrow
107
NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL INSTRUMENTS
5.1 Derivatives and hedge accounting (continued)
A reconciliation of movements in the hedge reserves, net of tax, is outlined below:
20252024
YEAR ENDED 30 JUNE$M$M
Opening balance as at 1 July 12 11
Loss recognised in other comprehensive income (48) (9)
Amount reclassified to finance expense 9 9
Amount reclassified to property, plant and equipment, intangible assets and inventory 3 1
Total movements to other comprehensive income (36) 1
Closing balance as at 30 June (24) 12
Included within the closing balance at 30 June 2025 is $3 million relating to the cost of hedging reserve (30 June 2024: $4 million). The
movement in the hedge reserves includes $45 million in the change in fair value of cross-currency and domestic interest rate swaps less
$13 million associated deferred tax and $4 million for forward foreign exchange contracts (30 June 2024: $1 million for forward foreign
exchange contracts).
Fair value hedges
Interest rate swaps are designated in a fair value hedge to manage interest rate risk in relation to debt. The gain or loss from remeasuring
the interest rate swaps and debt at fair value is recognised in the statement of profit or loss and other comprehensive income. During the
year ended 30 June 2025, there has been no material ineffectiveness on fair value hedging relationships (30 June 2024: no material
ineffectiveness) and as a result, no material changes have been recognised in profit and loss.
Dual fair value and cash flow hedges
Spark has Australian dollar (AUD) and Norwegian krone (NOK) denominated debt. As part of Spark's risk management policy, cross-
currency interest rate swaps (CCIRSs) are entered into to convert all of the proceeds of the debt issuances to New Zealand dollars and
convert the foreign currency fixed rate of the debt issuance to a New Zealand dollar floating rate. To mitigate profit or loss volatility, the
CCIRSs were designated into a dual fair value and cash flow hedge relationship. The foreign currency basis element of the CCIRSs are
excluded from the designation and are separately recognised in other comprehensive income in a cost of hedging reserve.
For fair value hedges, the gain or loss from remeasuring the CCIRSs and debt at fair value is recognised in the statement of profit or loss
and other comprehensive income. For cash flow hedges, gains or losses deferred in the cash flow hedge reserve will be reclassified to
Spark's statement of profit or loss and other comprehensive income as interest and principal amounts are repaid over the remaining term
of the debt.
The change in fair value of the hedging instruments relating to the foreign currency basis component of the CCIRSs are recognised in
other comprehensive income and accumulated in a cost of hedging equity reserve. Subsequently, the cumulative amount is transferred to
profit or loss at the same time as the hedged item impacts profit or loss.
108
Financial statements
5
5.1 Derivatives and hedge accounting (continued)
The details of the hedging instruments are as follows:
NOTIONAL
AMOUNT OF
HEDGING
INSTRUMENT
STATEMENT
OF FINANCIAL
POSITION
LINE ITEM
CARRYING AMOUNT OF
THE HEDGING INSTRUMENT
LIFE–TO–DATE
CHANGE–IN–
VALUE USED FOR
CALCULATING
HEDGE
INEFFECTIVE–
NESSASSETSLIABILITIES
AS AT 30 JUNE 2025$M$M$M
Cash flow hedges
Interest rate swaps NZD 1b Derivatives – (22) (22)
Forward foreign exchange contracts NZD 110m Derivatives – (4) (4)
Fair value hedges
Interest rate swaps NZD 425m Derivatives 11 (1) 10
Fair value and cash flow hedges
Cross-currency swaps AUD 100m Derivatives – (2) (2)
Cross-currency swaps AUD 150m Derivatives – (6) (6)
Cross-currency swaps AUD 125m Derivatives – (13) (13)
Cross-currency swaps NOK 1b Derivatives – (19) (19)
11 (67) (56)
NOTIONAL
AMOUNT OF
HEDGING
INSTRUMENT
STATEMENT
OF FINANCIAL
POSITION
LINE ITEM
CARRYING AMOUNT OF
THE HEDGING INSTRUMENT
LIFE–TO–DATE
CHANGE–IN–
VALUE USED FOR
CALCULATING
HEDGE
INEFFECTIVE–
NESSASSETSLIABILITIES
AS AT 30 JUNE 2024$M$M$M
Cash flow hedges
Interest rate swaps NZD 1b Derivatives 25 – 25
Forward foreign exchange contracts NZD 96m Derivatives 1 – 1
Fair value hedges
Interest rate swaps NZD 425m Derivatives – (10) (10)
Fair value and cash flow hedges
Cross-currency swaps AUD 100m Derivatives – (6) (6)
Cross-currency swaps AUD 150m Derivatives – (11) (11)
Cross-currency swaps AUD 125m Derivatives – (19) (19)
Cross-currency swaps NOK 1b Derivatives – (32) (32)
26 (78) (52)
Spark New Zealand Annual Report FY25Hello tomorrow
109
NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL INSTRUMENTS
5.1 Derivatives and hedge accounting (continued)
The details of hedged items are as follows:
STATEMENT OF FINANCIAL
POSITION LINE ITEM
CARRYING AMOUNT OF
THE HEDGED ITEM
ACCUMULATED AMOUNT OF
FAIR VALUE HEDGE ADJUSTMENTS
ON THE HEDGED ITEM INCLUDED
IN THE CARRYING AMOUNT OF
THE HEDGED ITEM
LIFE–TO–DATE
CHANGE–IN–
VALUE USED FOR
CALCULATING
HEDGE
INEFFECTIVE–
NESSASSETSLIABILITIESASSETSLIABILITIES
AS AT 30 JUNE 2025$M$M$M$M$M
Cash flow hedges
Aggregated variable interest rate exposure – – – – – 22
Committed foreign exchange transactions – – – – – 4
Fair value hedges
Domestic Notes Non–current debt – (435) 1 (11) (10)
Fair value and cash flow hedges
Australian Medium Term Notes (AUD 100m) Current debt – (105) 3 – 2
Australian Medium Term Notes (AUD 150m) Non–current debt – (160) 1 – 6
Australian Medium Term Notes (AUD 125m) Non–current debt – (123) 12 – 13
Norwegian Medium Term Notes (NOK 1b) Non–current debt – (154) 9 – 19
– (977) 26 (11) 56
STATEMENT OF FINANCIAL
POSITION LINE ITEM
CARRYING AMOUNT OF
THE HEDGED ITEM
ACCUMULATED AMOUNT OF
FAIR VALUE HEDGE ADJUSTMENTS
ON THE HEDGED ITEM INCLUDED
IN THE CARRYING AMOUNT OF
THE HEDGED ITEM
LIFE–TO–DATE
CHANGE–IN–
VALUE USED FOR
CALCULATING
HEDGE
INEFFECTIVE–
NESSASSETSLIABILITIESASSETSLIABILITIES
AS AT 30 JUNE 2024$M$M$M$M$M
Cash flow hedges
Aggregated variable interest rate exposure – – – – – (25)
Committed foreign exchange transactions – – – – – (1)
Fair value hedges
Domestic Notes Non–current debt – (415) 10 – 10
Fair value and cash flow hedges
Australian Medium Term Notes (AUD 100m) Non–current debt – (102) 8 – 6
Australian Medium Term Notes (AUD 150m) Non–current debt – (156) 7 – 11
Australian Medium Term Notes (AUD 125m) Non–current debt – (116) 21 – 19
Norwegian Medium Term Notes (NOK 1b) Non–current debt – (142) 12 – 32
– (931) 58 – 52
110
Financial statements
5
5.2 Financial risk management
a) Market risk
Spark is exposed to market risk primarily from changes in foreign
currency exchange rates and interest rates. Spark employs risk
management strategies, including the use of derivative financial
instruments, to manage these exposures through a Board-
approved treasury policy, which provides the framework within
which treasury-related activities are conducted.
Spark manages the concentration of exposures using well-defined
market and credit risk limits and through timely reporting to senior
management. All contracts have been entered into with high-credit
quality financial institutions. The risk associated with these
transactions is that the fair value or cash flows of financial instruments
will change due to movements in market rates or, in the case of
default by a counterparty, through the cost of replacement at the
current market rates.
Currency risk
Nature of the risk
Currency risk is the risk that eventual New Zealand dollar net cash
flows from transactions undertaken by Spark will be adversely
affected by changes in foreign currency exchange rates.
Exposure and risk management
Spark’s total net exposure (from non-derivative financial
instruments) to foreign currency as at 30 June 2025 is $578 million
(30 June 2024: $565 million). This includes $163 million long-term
debt principal denominated in NOK (30 June 2024: $154 million)
and $405 million long-term debt principal denominated in AUD
(30 June 2024: $411 million). The remaining exposure is primarily
trade payables and other receivables denominated in United
States dollars (USD).
Spark manages currency risk arising from foreign currency debt
through hedging. Spark’s long-term debt issued in NOK and AUD
is fully hedged using cross-currency interest rate swaps to convert
foreign currency cashflows into floating-rate New Zealand dollar
exposures.
Currency risk from capital and operational expenditure in foreign
currencies (and related trade payables) has been substantially
hedged by entering into forward exchange contracts.
Sensitivity to foreign currency movements
As at 30 June 2025, a movement of 10% in the New Zealand dollar
would (after hedging) impact the statement of profit or loss by
less than $2 million (30 June 2024: less than $1 million) and the
statement of changes in equity by $9 million to $15 million
(30 June 2024: $8 million to $13 million). This analysis assumes a
movement in the New Zealand dollar across all currencies and only
includes the effect of foreign exchange movements on monetary
financial instruments.
Interest rate risk
Nature of the risk
Interest rate risk is the risk that fluctuations in interest rates impact
Spark’s cash flows, financial performance or the fair value of its
holdings of financial instruments.
Exposure and risk management
Spark is exposed to interest rate risk from its financing activities,
which primarily include loans and debt issuance either at fixed or
floating rates. For floating-rate exposures Spark employs the use of
derivative financial instruments to reduce its exposure to
fluctuations in interest rates, with the objective to minimise the cost
of net borrowings and to minimise the impact of interest rate
movements on interest expense and net earnings.
Cross-currency interest rate swaps are used to convert foreign
currency debt into floating-rate New Zealand dollar exposures.
Interest rate swaps are used to convert floating-rate exposures into
fixed-rate exposures and vice versa. As a result, Spark’s interest rate
exposure is limited to New Zealand only.
Sensitivity to interest rate movements
As at 30 June 2025, a movement in interest rates of 25 basis points
would (after hedging) impact the statement of profit or loss by less
than $1 million (30 June 2024: less than $1 million) and the
statement of changes in equity by $4 million to $5 million (30 June
2024: $4 million to $5 million).
Spark New Zealand Annual Report FY25Hello tomorrow
111
NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL INSTRUMENTS
5.2 Financial risk management (continued)
b) Credit risk
Nature of the risk
Credit risk arises in the normal course of Spark’s business on cash,
receivables and derivative financial instruments if a counterparty
fails to meet its contractual obligations.
Exposure and risk management
Spark is exposed to credit risk if customers and counterparties fail
to make payments in respect of:
• Payment of trade and other receivables as they fall due; and
• Contractual cash flows of derivative assets held at fair value.
Spark’s assets subject to credit risk as at 30 June 2025 were
$1,158 million (30 June 2024: $1,314 million).
Spark considers the probability of default upon initial recognition
of cash, receivables and derivative assets and whether there has
been a significant and ongoing increase in credit risk at the end of
each reporting period. To assess this, Spark compares the risk of
default occurring on these assets at the reporting date, with the risk
of default at the date of initial recognition. Available, reasonable
and supportive forward-looking information is considered,
especially the following indicators:
• External credit rating (as far as available);
• Actual or expected significant adverse changes in business,
financial or economic conditions that are expected to cause a
significant change to the customer or counterparty's ability to
meet their obligations; and
• Significant changes in the value of the collateral supporting the
obligation or in the quality of third-party guarantees or credit
enhancements.
Spark considers a financial asset to have low credit risk when the
asset is held with a high-credit quality financial institution or with a
party that has a strong financial position with no past due amounts.
Spark manages its exposure using a credit policy that includes
limits on exposures with significant counterparties that have been
set and approved by the Board and are monitored on a regular
basis. Spark places its cash and derivative financial instruments
with high-credit quality financial institutions and does not have
significant concentration of risk with any single financial institution.
Spark has finance lease receivables which are deemed low credit
risk. Concentration of credit risk for trade and other receivables is
limited because of Spark’s large customer base.
Spark has certain derivatives and debt arrangements that are
subject to bilateral credit support agreements that require Spark or
its counterparties to post collateral funds to support the value of
certain derivatives subject to certain agreed threshold amounts.
As at 30 June 2025, no collateral was posted (30 June 2024: nil).
Letters of credit and guarantees may be held over some receivable
amounts. The carrying amounts of financial assets represent the
maximum credit exposure.
c) Liquidity risk
Nature of the risk
Liquidity risk represents Spark's ability to meet its contractual
obligations as they fall due.
Exposure and risk management
Spark uses cash, debt and derivative financial instruments to
manage liquidity and evaluates its liquidity requirements on an
ongoing basis. In general, Spark generates sufficient cash flows
from its operating activities to meet its financial liabilities. As at
30 June 2025, Spark had current assets of $1,438 million and
current liabilities of $1,066 million (30 June 2024: current assets
of $1,070 million and current liabilities of $1,060 million). Positive
operating cash flows enable working capital to be managed to
meet short-term liabilities as they fall due.
In the event of any shortfalls Spark has the following financing
programmes:
• An undrawn committed standby facility of $200 million with a
number of creditworthy banks (30 June 2024: $200 million).
• Committed bank facilities of $425 million with $195 million
drawn as at 30 June 2025 (30 June 2024: $525 million facilities
with $310 million drawn).
• Undrawn committed bank overdraft facilities of $15 million
with New Zealand banks (30 June 2024: $15 million).
There are no compensating balance requirements associated
with these facilities.
Spark's liquidity policy is to maintain unutilised committed facilities
of at least 110% of the next 12 months’ forecast peak net funding
requirements, including coverage for short-term capital market
issues and uncommitted facilities. Spark's funding policy requires
that no more than 30% of long-term debt (including undrawn and
standby facilities) can mature within the next 12 months, which has
been met.
112
Financial statements
5
5.2 Financial risk management (continued)
c) Liquidity risk (continued)
Maturity analysis
The following table provides an analysis of Spark's remaining contractual cash flows relating to financial liabilities. Contractual cash flows
include contractual undiscounted principal and interest payments.
CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS
AS AT 30 JUNE 2025$M$M$M$M$M$M$M
Non-derivative financial liabilities
Trade accounts payable and accruals321321321 – – – –
Sale and leaseback liabilities 49 53 17 14 12 10 –
Lease liabilities 867 1,170 77 72 134 319 568
Debt1,482 1,667 382 148 182 768 187
Derivative financial liabilities
Interest rate swaps (net settled) 23 13 3 3 4 3 –
Cross-currency interest rate swaps (gross
settled)
Inflows – (623) (6) (119) (15) (483) –
Outflows 40 663 14 120 23 506 –
Forward exchange contracts (gross settled)
Inflows – (97) (74) (13) (10) – –
Outflows 4 101 76 13 12 – –
2,786 3,268 810 238 342 1,123 755
CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS
AS AT 30 JUNE 2024$M$M$M$M$M$M$M
Non-derivative financial liabilities
Trade accounts payable and accruals 299 299 299 – – – –
Sale and leaseback liabilities 60 66 19 15 23 9 –
Lease liabilities 742 1,025 65 63 118 283 496
Debt 1,619 1,911 554 42 185 666 464
Derivative financial liabilities
Interest rate swaps (net settled) 10 (10) (5) (3) (1) (1) –
Cross-currency interest rate swaps (gross
settled)
Inflows – (636) (6) (11) (126) (353) (140)
Outflows 68 717 21 19 142 395 140
Forward exchange contracts (gross settled)
Inflows – (11) (11) – – – –
Outflows – 11 11 – – – –
2,798 3,372 947 125 341 999 960
Spark New Zealand Annual Report FY25Hello tomorrow
113
NOTES TO THE FINANCIAL STATEMENTS: OTHER INFORMATION
Section 6 Other information
6.1 Income tax
Income tax expense
The income tax expense is determined as follows:
20252024
YEAR ENDED 30 JUNE$M$M
Statement of profit or loss and other comprehensive income
Current income tax
Current year income tax expense (excluding adjusting items) (90) (146)
Current year income tax expense on adjusting items
1
15 –
Adjustments in respect of prior periods (2) (10)
Deferred income tax
Depreciation, provisions, accruals, tax losses and other adjustments (excluding adjusting items) (15) (42)
Adjustments in respect of prior periods (3) 2
Income tax expense from continuing operations recognised in the statement of profit or loss and other
comprehensive income (95) (196)
1. This is the tax effect of the $53 million of transformation costs associated with Spark's SPK-26 Operate Programme.
Reconciliation of income tax expense
20252024
YEAR ENDED 30 JUNE$M$M
Net earnings before income tax from continuing operations 347 507
Tax at current rate of 28% (97) (142)
Adjustments to taxation
Non-assessable gains on sale
1
20 –
Other non-assessable items (4) (11)
Tax effects of non-New Zealand profits (9) (9)
Tax effects of tax depreciation on buildings– (26)
Adjustments in respect of prior periods (5) (8)
Total income tax expense from continuing operations
2
(95) (196)
1. FY25 includes the tax effect of the $71 million net gain on sale of investment in Connexa.
2. Incudes the tax effect of the net gain on sale of Connexa and transformation costs included in net earnings before tax from continuing operations. The total tax expense
on an adjusted (non-GAAP) basis for FY25 was $113 million (FY24: nil).
114
Financial statements
6
6.1 Income tax (continued)
Investment Boost
As part of its 2025 Budget, the New Zealand Government announced the Investment Boost incentive, designed to encourage investment
in new business assets by providing an immediate 20% deduction of the cost of new depreciable assets, including commercial buildings
that are acquired or that become available for use (for the first time) in New Zealand from 22 May 2025. It is an optional incentive with
limited exclusions that applies alongside the existing tax depreciation regime. The incentive is expected to accelerate Spark’s tax
deductions on eligible expenditure from FY26.
Pillar Two legislation
As a large multinational enterprise (MNE) with annual revenue in excess of €750 million, Spark is within the scope of the OECD Pillar Two
initiative (Pillar Two) and the associated Global Anti-Base Erosion (GloBE) rules that enforce Pillar Two. Spark has performed an assessment
of its potential exposure to GloBE top-up taxes utilising the GloBE temporary safe harbour thresholds (Safe Harbour) and has concluded
there is no material impact on its consolidated financial position as at 30 June 2025 (FY25). This position is expected to remain through to
FY28, being the current duration of the Safe Harbour period. Spark’s related FY25 GloBE reporting obligations (related to Australia and the
United Kingdom) are not due until 31 December 2026.
Deferred tax assets and liabilities
Deferred tax assets and liabilities are offset in the statement of financial position and presented as a net deferred tax asset. The
movements in the deferred tax assets and liabilities are provided below:
FIXED ASSETSLEASES
PROVISIONS &
ACCRUALSOTHERTOTAL
ASSETS/(LIABILITIES)$M$M$M$M$M
Opening balance as at 1 July 2024 (88) 106 11 (12) 17
Amounts recognised in the statement of profit or loss and other
comprehensive income
Relating to the current period – 2 (3) (14) (15)
Adjustments in respect of prior periods (2) (6) 2 3 (3)
Amounts recognised in equity relating to the current year – – – 12 12
Closing balance as at 30 June 2025 (90) 102 10 (11) 11
FIXED ASSETSLEASES
PROVISIONS &
ACCRUALSOTHERTOTAL
ASSETS/(LIABILITIES)$M$M$M$M$M
Opening balance as at 1 July 2023 (62) 123 21 (27) 55
Amounts recognised in statement of profit or loss and other
comprehensive income
Relating to the current period (26) (16) (16) 16 (42)
Adjustments in respect of prior periods – (1) 6 (3) 2
Amounts recognised in equity relating to the current year – – – 2 2
Closing balance as at 30 June 2024 (88) 106 11 (12) 17
Spark has not recognised the tax effect of accumulated unrestricted losses and temporary differences amounting to AU$461 million at
30 June 2025 based on the relevant corporation tax rate of Australia (30 June 2024: AU$461 million). These losses and temporary differences
may be available to be carried forward to offset against future taxable income. However, utilisation is contingent on the production of
taxable profits over a significant period of time and is subject to compliance with the relevant taxation authority requirements.
Spark has a negative 53 million imputation credit account balance as at 30 June 2025 due to the timing of dividend and tax payments
(30 June 2024: negative 67 million). The imputation credit account had a positive balance as at 31 March 2025.
Spark has a $114 million taxation recoverable at 30 June 2025 (30 June 2024: $6 million). This reflects higher provisional tax payments
(including for imputation credit account purposes) and lower than expected taxable earnings in the period to offset those payments.
Spark New Zealand Annual Report FY25Hello tomorrow
115
NOTES TO THE FINANCIAL STATEMENTS: OTHER INFORMATION
6.2 Employee share schemes
Spark operates a share-based compensation plan that is equity settled as outlined below.
Share option scheme
From September 2019, members of the Leadership Squad (including the CEO) and selected senior leaders have been granted options
under the Spark Long-Term Incentive (LTI) scheme. Under the scheme participants are granted options at the start of the three-year vesting
period. The number of options granted equals the gross LTI value divided by the volume weighted average price of Spark New Zealand
shares for the 20 days prior to the grant date. Subject to satisfaction of the performance hurdle and continued employment, at vesting
each option converts to a Spark share based on a zero exercise price. If the target is not met (or the participant leaves Spark employment)
then the options simply lapse, with exceptions for redundancy, death and disablement. Spark enables participants to meet tax obligations
through PAYE by authorising the sale of a sufficient number of shares on their behalf.
Vesting of the LTI grants are contingent on participants’ continued employment with Spark for three years from grant date (subject to
exceptions) and the Company achieving the specified performance hurdles. The performance hurdle targets are set annually and for grant
issued in 2021 this was the Company’s cost of equity plus 1% compounding annually. For grants issued in 2022, 2023, and 2024, 75% of
the allocated shares will vest based on the performance hurdle target of the Company's cost of equity plus 1.5% compounding annually
and 25% will vest based on performance against environmental and diversity targets. Options with an intrinsic value of $8 million (30 June
2024: $13 million) remain outstanding at 30 June 2025 and have a weighted average remaining life of 1.4 years (30 June 2024: 1.3 years).
Information regarding options awarded under this scheme is as follows:
20252024
OPTIONSOPTIONS
NUMBER OF
OPTIONS
NUMBER OF
OPTIONS
Opening balance as at 1 July 3,220,983 2,926,064
Granted 1,738,184 1,313,428
Vested (14,119) –
Lapsed (1,596,720) (1,018,509)
Closing balance as at 30 June 3,348,328 3,220,983
Percentage of total ordinary shares0.18%0.18%
The fair value of the employee services received in exchange for the grant of equity instruments is recognised as an expense, with a
corresponding entry in equity. The total charge recognised for this scheme for the year ended 30 June 2025 was $1.5 million (30 June
2024: $1.6 million). As at 30 June 2025, $2.1 million of share scheme awards remain unvested and not expensed (30 June 2024:
$2.5 million). This expense, measured at its fair value based on a valuation model, will be recognised over the remaining vesting period of
the awards. On 21 September 2024, the options granted in September 2021 lapsed.
The grants issued in 2022 were not exercised and lapsed in FY25 with the exception of 14,119 options which vested in accordance with
the scheme rules following the disposal of a subsidiary company. The weighted average share price at the date of exercise for share
options during the period was $2.81. The aggregate of the estimated fair values of the options granted in September 2024 is $2 million
(options granted in September 2023: $2 million).
116
Financial statements
6
6.3 Related party transactions
Related parties of Spark include the associate and joint venture companies listed in note 3.3 and key management personnel
detailed below.
Interest of directors in certain transactions
A number of the Company's directors are also directors of other companies and any transactions undertaken with these entities have
been entered into on a commercial basis.
Transactions with associate and joint venture companies
Spark's FY25 and FY24 transactions with associates and joint ventures are on normal commercial terms and include the following:
• Spark provided network operations and management services to Southern Cross in respect of its operations in New Zealand
• Spark made payments to Southern Cross in connection with capacity it has purchased on Southern Cross’ network
• Spark made payments to Southern Cross for operational expenditure relating to cable maintenance
• Southern Cross returned capital to Spark through a capital reduction and in FY24 fully repaid the shareholder loan
• During FY24, Spark made payments to Adroit Holdings Limited for operational expenditure relating to environmental IoT services and
hardware and received payments for IoT warehousing until the full acquisition of the entity on 19 October 2023
• Spark received revenue from Rural Connectivity Group for the sale of mobile backhaul equipment
• Spark made payments to Rural Connectivity Group for its share of the joint venture's operating costs
• Spark received payments from Hourua Limited for milestones delivered for the Public Safety Network and for use of Spark's corporate
office space
• Spark made payments to Connexa for access to mobile towers, this includes lease and operating charges. Spark also received payments
from Connexa for transition services, rental recovery, maintenance, site build and interest on shareholder loans until the sale of
investment on 28 February 2025.
The outstanding balances are unsecured and there have been no guarantees provided or received.
Balances and amounts in respect of these transactions with associate and joint venture companies excluding Connexa are set out in the
table below:
20252024
AS AT AND FOR THE YEAR ENDED 30 JUNE$M$M
Revenues 11 18
Expenses (7) (11)
Capacity acquired and other capital expenditure
1
(9) (10)
Receivables 1 3
Payables (5)–
1. As at 30 June 2025, Spark has committed to purchases of $19 million for cable capacity from Southern Cross (30 June 2024: $22 million).
Given the significant nature of the balances and transactions with Connexa until 28 February 2025, these are separately disclosed below:
20252024
AS AT AND FOR THE YEAR ENDED 30 JUNE$M$M
Revenues
1
21 28
Expenses (11) (15)
Receivables
2
– 172
Lease liabilities
3
– (447)
Revenue billed in advance– (4)
1. Including interest income on shareholder loans.
2. In the comparatives, receivables include shareholder loans to Connexa, including one non-interest bearing loan, and one interest bearing loan set at a market rate at
the time of drawdown.
3. Related party lease liabilities have an initial term of 15 years with options for right of renewal which have not been included in the measurement of the lease liability.
Payments made for related party lease liabilities in the year until the sale date were $33 million (30 June 2024: $47 million).
Spark New Zealand Annual Report FY25Hello tomorrow
117
NOTES TO THE FINANCIAL STATEMENTS: OTHER INFORMATION
6.3 Related party transactions (continued)
Key management personnel compensation
20252024
YEAR ENDED 30 JUNE$’000$’000
Directors’ remuneration
1
1,371 1,371
Salary and other short-term benefits 5,911 6,363
KiwiSaver 157 212
Share-based compensation 814 784
8,253 8,730
1. Excludes Chief Executive remuneration.
The table above includes remuneration of the Chief Executive and the other members of the Leadership Squad, including amounts paid
to members of the Leadership Squad who left during the year ended 30 June or were in acting Leadership Squad positions. Like other
Spark employees, members of the Leadership Squad also receive product and service concessions. In addition, where members of the
Leadership Squad are KiwiSaver members, they receive contributions towards their KiwiSaver schemes.
6.4 Subsidiaries
Subsidiaries are all entities over which Spark has control. The significant subsidiary companies of Spark and their activities are as follows:
NAMECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY
Computer Concepts LimitedNew Zealand100%IT infrastructure and cloud services
Entelar Group LimitedNew Zealand100%
Telecommunications and IT infrastructure build and maintenance
services, and distribution and supply chain services
Gen-i Australia Pty LimitedAustralia
1
100%
Provides international wholesale and outsourced telecommunications
services
MATTR LimitedNew Zealand 98%Software company focused on decentralised identity and verifiable data
Qrious LimitedNew Zealand100%Data analytics business
Revera LimitedNew Zealand100%IT infrastructure and data centre provider
Spark Finance LimitedNew Zealand100%A Group finance company
Spark New Zealand Trading LimitedNew Zealand100%Telecommunications and digital services company
TCNZ (Bermuda) LimitedNew Zealand100%A holding company
Teleco Insurance LimitedBermuda
1
100%A Group insurance company
Telecom New Zealand USA LimitedUnited States
1
100%Provides international wholesale telecommunications services
Telecom Southern Cross LimitedNew Zealand100%A holding company
1. These foreign incorporated entities are tax resident in New Zealand.
Digital Island Limited was sold on 28 February 2025, excluding its mobile services business which was transferred to Spark.
The financial year end of all significant subsidiaries is 30 June.
118
Financial statements
6
6.5 Reconciliation of net earnings to net cash flows from operating activities
20252024
YEAR ENDED 30 JUNENOTES$M$M
Net earnings for the year 260 316
Adjustments to reconcile net earnings to net cash flows from operating activities
Depreciation and amortisation1.5, 2.4 604 527
Bad and doubtful accounts3.1 22 17
Deferred income tax 18 38
Share of associates' and joint ventures' net losses2.4, 3.3 6 17
Interest income on loans receivable from associates and joint ventures2.4 (8) (12)
Impairment of investments2.4 – 2
Net disposal and remeasurement of equity-accounted investments2.4 – 1
Net gain on sale and acquisition of property, plant and equipment and intangible assets2.2 (8) (62)
Net gain on lease modifications and terminations2.2 (24) (36)
Net gain on sale of Connexa investment1.4, 2.2 (71) –
Net loss/(gain) on sale of long-term businesses2.2 1 (4)
Other 5 13
Changes in assets and liabilities net of effects of non-cash and investing and financing activities
Movement in receivables and related items 13 (84)
Movement in inventories 6 (8)
Movement in current taxation (108) (31)
Movement in payables and related items (36) 70
Net cash flows from operating activities 680 764
6.6 Commitments and contingencies
Capital and other commitments
As at 30 June 2025, capital expenditure contracted for, but not yet incurred, was $821 million (30 June 2024: $684 million) with
$323 million due in the year ending 30 June 2026. Commitments principally relate to telecommunications network equipment, data centre
infrastructure and cable capacity.
As at 30 June 2025, Spark had other supplier commitments of $1,361 million (30 June 2024: $879 million), with $569 million due in the
year ending 30 June 2026. Commitments include mobile handsets, subscription services, modems, licences, service and maintenance
renewals, technology delivery partnerships, and power purchase agreements.
Contingencies
No ongoing claims, investigations or inquiries are expected to have a significant effect on Spark's financial position or profitability.
Spark New Zealand Annual Report FY25Hello tomorrow
119
To the Shareholders of Spark New Zealand Limited
Opinion
We have audited the consolidated financial statements of Spark New Zealand Limited and its subsidiaries (the
‘Group’), which comprise the consolidated statement of financial position as at 30 June 2025, and the
consolidated statement of profit and loss and other comprehensive income, statement of changes in equity
and statement of cash flows for the year then ended, and notes to the consolidated financial statements,
including material accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 73 to 119, present fairly, in all
material respects, the consolidated financial position of the Group as at 30 June 2025, and its consolidated
financial performance and cash flows for the year then ended in accordance with New Zealand Equivalents to
IFRS Accounting Standards (‘NZ IFRS’) as issued by the External Reporting Board and IFRS Accounting
Standards (‘IFRS’) as issued by the International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International
Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of
our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code
of Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other assignments for Spark New Zealand Limited in relation to regulatory audit
requirements, other assurance related services (such as trustee reporting, Greenhouse Gas Emissions limited
assurance and agreed upon procedures in relation to the sustainability linked loans) and non-assurance
services (such as HR Business Partner training programme, CPO Vantage Programme, CFO Vantage
Programme as well as administrative and other advisory services provided to the Corporate Taxpayers Group,
of which the Group is a member). These services have not impaired our independence as auditor of the
Company and Group. In addition to this, the Chief Executive has both a sister and brother-in-law that are
partners at Deloitte. These Deloitte partners are not involved in the provision of any services to the Group and
its subsidiaries, and this matter has not impacted our independence. Also, the firm, its partners and employees
deal with the Group on normal terms within the ordinary course of trading activities of the business of the
Company and its subsidiaries. The firm has no other relationship with, or interest in, the Group.
Audit materiality
We consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the
Group that in our judgement would make it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we also
assess whether other matters that come to our attention during the audit would in our judgement change or
influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in planning the
scope of our audit work and in evaluating the results of our work.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements of the current period. These matters were addressed in the context of
our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Independent auditor’s report
120
Independent auditor’s report
Key audit matterHow our audit addressed the key audit matter
Revenue recognition
The Group recognised total revenues excluding other gains of
$3,623m (2024: $3,718m) including:
• Mobile $1,453m (2024: $1,474m)
• Broadband $608m (2024: $613m)
• Procurement and partners $538m (2024: $548m)
• Voice $150m (2024: $180m)
• IT products $522m (2024: $528m)
• IT services $144m (2024: $156m)
• High-tech $84m (2024: $79m)
• Other products $124m (2024: $140m)
Revenue recognition is considered to be a key audit matter.
For Mobile and Broadband revenue, and to a lesser extent other
revenue streams, there is an inherent risk around the accuracy and
occurrence of revenue recognition given the complexity of
systems and the large volume of data processed; moreover,
judgement is required for multiple element arrangements. This risk
is most pronounced for new or changing product plans and prices.
IT products and IT services require significant management
judgements and estimates, particularly for larger contracts,
which are bespoke and cover several accounting periods.
The judgements and estimates that significantly impact the
accuracy of revenue recognition for these contracts include:
• identifying the separate performance obligations;
• assessing whether the performance obligations are satisfied
at a point in time or over time; and
• determining the amount and appropriate method of measuring
the costs of fulfilling the performance obligations or, where
appropriate, the completeness and valuation of provisions
against contracts that are expected to be loss-making.
Disclosures relating to revenue recognition and the revenue
stream breakdown can be found in Note 2.2. Operating
revenues and other gains.
Our audit approach included both controls testing and substantive
procedures. For our procedures on the design and operating
effectiveness of controls over significant IT systems, we involved our
IT specialists.
Our audit procedures included:
Across Mobile, Voice and Broadband, and IT products and IT
services revenue streams:
• Assessing the appropriateness of the revenue recognition policies
for the products and services offered by the Group, which
included but were not limited to:
• challenging the Group’s assessment for each performance
obligation about whether the customer can benefit from the
product or service on its own or together with readily available
resources;
• assessing the allocation of the transaction price to the
performance obligations by comparing the stand-alone selling
price assigned to observed market prices or estimated prices;
and
• examining the stages at which revenue for each performance
obligation is recognised.
Mobile, Voice and Broadband:
• testing the design and implementation, and the operating
effectiveness of automated controls and interfaces between
relevant IT applications, measurement and billing of revenue, and
the recording of entries in the general ledger. We also tested the
access controls and change management controls over the
relevant billing systems;
• testing the design and implementation, and the operating
effectiveness of manual controls over the initiation, authorisation,
recording and processing of revenue transactions. This included
evaluating process controls over authorising new price plans and
rate changes and the adjustments to the relevant billing systems;
• testing the design and implementation of revenue recognition
controls, including rating and billing during the year as it relates to
new or changing product plans;
• recalculating revenue recognised to evaluate that the processing
by the relevant telecommunication system is materially correct;
• reviewing new product plans in the current year to understand
each of the performance obligations in the bundled offering;
• for new product plans that provide a bundle of services, assessing
whether the customer can benefit from the product or service on
its own or together with readily available resources; and
• assessing the recognition and timing of costs to acquire and costs
to fulfil customer contracts.
Spark New Zealand Annual Report FY25Hello tomorrow
121
Key audit matterHow our audit addressed the key audit matter
IT products and IT services:
• testing IT products and IT services contracts for appropriate
revenue recognition and provisioning for contracts that were
expected to be loss-making. We considered the future forecast
profitability and the contractual terms to assess the recoverability
of the contract-specific assets and to determine whether any
contracts required loss provisions; and
• testing a sample of revenue transactions recorded during the year
by agreeing to supporting evidence, which included cash receipts,
customer contracts, and invoices. We focussed our work on
contracts which we regarded as higher risk because of the nature
of the contract and the stage of delivery.
Carrying value of property, plant & equipment and intangible
assets excluding goodwill
The Group has property, plant & equipment of $1,184m (2024:
$1,394m) and intangible assets excluding goodwill of $574m
(2024: $607m).
There are a number of areas where judgements significantly
impact the carrying value of property, plant & equipment and
intangible assets excluding goodwill, and their respective
depreciation and amortisation profiles. These areas are as follows:
• the impact of planned or unexpected replacement technology
which will impact the way in which an asset is used or is
expected to be used;
• the determination whether to capitalise or expense costs,
particularly for capitalised labour;
• the useful economic life of the asset; and
• the timely transfer and commencement of depreciation of
assets transferred from work in progress.
Changes in these judgements may have a significant impact on
the results of the Group. Due to the significance of these
judgements and the materiality of these assets to the Group’s
Statement of Financial Position, this is considered a key audit matter.
Refer to Notes 3.6 Property, plant and equipment and 3.7
Intangible assets.
Our audit procedures included the following:
• testing of the design and implementation of controls over the
acquisition and disposal of assets;
• assessing the appropriateness of capitalisation of costs incurred
on capital projects, by examining a sample of additions to identify
whether the expenditure meets the definition of an asset in
accordance with the applicable accounting standards;
• assessing the reasonableness of the internal labour rates used to
capitalise internal labour;
• assessing the appropriateness of the date from which assets
commenced being depreciated;
• assessing the application of the Group’s annual asset life review.
This included assessing judgements made by the Group on:
• the appropriateness of asset lives applied in the calculation of
depreciation and amortisation;
• the nature and impact of changes on the business from Spark’s
strategy, including which specific assets are impacted; and
• the extent of the impact of these changes on the carrying value
of identified property, plant and equipment and software
intangible assets.
• assessing the allocated useful economic lives, by comparing to
industry benchmarks and our knowledge of the business and its
operations; and
• reviewing Board minutes and performing enquiries with various
management personnel around the prevailing risks of
technological obsolescence and assessing their impact on the
useful lives/impairment risk of existing assets.
122
Independent auditor’s report
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
Other information
The directors are responsible on behalf of the Group for the other information. The other information
comprises the information in the Annual Report that accompanies the consolidated financial statements and
the audit report as well as the Climate-related Disclosures Report FY25.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If so, we are required to report that fact. We have nothing to report in this regard.
Directors’
responsibilities for the
consolidated financial
statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
directors determine is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
for the audit of the
consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs and ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located on
the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Restriction on use
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that
we might state to the Company’s shareholders those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company’s shareholders as a body, for our audit work, for this report,
or for the opinions we have formed.
Jason Stachurski, Partner for Deloitte Limited
Auckland, New Zealand
20 August 2025
This audit report relates to the consolidated financial statements of Spark New Zealand Limited (the ‘Company’) for the year ended 30 June 2025 included on the
Company’s website. The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to report on the integrity of
the Company’s website. We accept no responsibility for any changes that may have occurred to the consolidated financial statements since they were initially presented
on the website. The audit report refers only to the consolidated financial statements named above. It does not provide an opinion on any other information which may
have been hyperlinked to/from these consolidated financial statements. If readers of this report are concerned with the inherent risks arising from electronic data
communication they should refer to the published hard copy of the audited consolidated financial statements and related audit report dated 30 June 2025 to confirm the
information included in the audited consolidated financial statements presented on this website.
Spark New Zealand Annual Report FY25Hello tomorrow
123
Appendix
For running header don't delete
124
Appendix
Appendix
Spark’s managing risk framework
roles and responsibilities
Activity performed
Board
& ARMC
Leadership
Squad Risk
Legal
(Digital
Trust)
Org Unit
Leads
Centre of
Excellence
leads
Policy
owners
All Spark
people
Approves Spark’s strategy
✔
Approves the Managing Risk Policy
✔
Monitors the managing risk framework
✔
Reviews principal risk dashboard (quarterly)
✔
Performs other items from its charter
✔
Prepares strategy and annual plan
✔
QBR process and next 90-day priorities
✔
Coaches and guides Leads
✔
Owner for principal risks
✔
Designs and continuously improves the managing
risk framework
✔
Helps the business apply the framework
✔
Profiles the principal and next 90-day risks for LS
and ARMC
✔
Helps Leads to capture their risks for the QBR
Memo
✔
Executes Internal Audit plan (objective assurance)
✔
Designs and continuously improves the
empowerment framework
✔
Creates empowerment & functional guidance kits
✔
Oversees essential policies and webpage
✔
Creates and delivers training modules
✔
Use the Empowerment and Managing
Risk Frameworks
✔
Understand and adhere with the essential policies
✔
Maintain view of risks for OKRs and fill in QBR
Memo
✔
Provide input into principal risk process
✔
Escalate risks to LS or Risk Team (if required)
✔
Review risk sections in QBR packs across Spark
✔
Maintain view of risks for their OKRs and fill in QBR
✔
Support Leads to manage identified risks
✔
Provide input into principal risks
✔
Maintain policy and guidance material
✔
Complete assessments of effectiveness
✔
Participate in policy owner working groups
✔
Follow this framework and the essential policies
✔
Make informed decisions after assessing the
benefits and risks
✔
Spark New Zealand Annual Report FY25Hello tomorrow
125
Spark's managing risk framework roles and responsibilities
As an integrated report we have included disclosure on our ESG performance throughout this report. Pages 10 and 11 detail our integrated
reporting value creation model, aligned to the ‘capitals’ which each align to individual sections in the report.
This report is prepared in accordance with the International <IR> Framework and with the Global Reporting Initiative (GRI) Core Option.
We publish a summary of our approach to sustainability at Spark on our website. https://www.spark.co.nz/sustainability/
Materiality
At Spark we follow the GRI materiality principle and processes (set out in GRI 3: Material Topics 2021) to identify and prioritise topics that
substantively influence the assessments and decisions of stakeholders or have a significant environmental, social, or economic impact. We also
consider the materiality principles of the Integrated Reporting International <IR> Framework, considering whether a matter could substantively
affect Spark's ability to create value in the short, medium, or long term.
We refresh our materiality analysis annually, as part of our integrated reporting process. Our assessment of material topics includes analysis of
stakeholder feedback, review of international industry peers and sector research, and engagement with external stakeholders. In previous
years we have also engaged an external sustainability consultancy to independently review our materiality prioritisation. Internally, we consult
with a range of employees, including members of our strategy, finance, community, corporate relations, risk, legal, and HR teams, to determine
Spark’s view of topics meeting the GRI materiality principle criteria.
The purpose of our annual materiality review is to ensure we are capturing all topics that are material to our stakeholders, with a particular focus
on identifying emerging topics. We have updated our materiality matrix for FY25. This reflects feedback from various stakeholders, which has
highlighted the increasing importance of data ethics, including data governance and sovereignty, with the increased profile and application of
AI technologies. In the previous year, changes included increasing the importance of disaster crisis response and the role of digital technology
in addressing sustainability challenges.
Our materiality matrix maps our material topics, with our assessment of the significance of economic, environmental and social impacts
mapped on the horizontal ‘x’ axis, and the scale of influence on stakeholder assessments and decisions mapped on the ‘y’ vertical axis,
reflecting feedback and questions received from stakeholders related to our ESG reporting.
Sustainability appendix
• Financial performance and operational excellence
• Digital equity: access, skills and wellbeing
• Digital Trust: Privacy, data ethics
• Responsible AI (Artificial Intelligence)
• Cybersecurity
• High-performance culture
• Building partnerships for a better Aotearoa
• Resilient infrastructure and climate adaptation
• Disaster and crisis response
• Employee health, safety, wellbeing
• Competition and regulation
• Diversity and inclusion
• Ethical business practices
• Responsible supply chain and procurement practices
• Operational efficiency, emissions and waste
• Role of digital technology in addressing
sustainability challenges
• Product stewardship and circular economy
• Responsible and safe use of our products
and services
• Community investment
• Impact of infrastructure on the environment
• Ta x
SIGNIFICANCE OF ECONOMIC, ENVIRONMENTAL AND SOCIAL IMPACTS
INFLUENCE ON STAKEHOLDER ASSESSMENTS AND DECISIONS
Sustainability appendix
126
Sustainability appendix
Our most material sustainability issues
Topic Topic description and scope Reference
Resilient infrastructure and
climate adaptation
The resilience of our infrastructure. Our long-term adaptation to
climate change.
Our network and technology
Pages 28 – 31
–Refer to Climate-related
Disclosures Report
Employee health, safety, wellbeingProviding a safe and healthy working environment, including
physical and mental wellbeing, and supporting people and teams
impacted by organisational change.
Our people
Pages 40 – 45
Cyber security The security of our networks and products and the security support
we provide to our business customers.
Our customers
Pages 24 – 27
Digital trust: privacy, data ethicsHow we collect, use, store, and share personal information and how
we keep it safe. Building trust in our products and services.
Our customers
Pages 24 – 27
Responsible AIEthical and responsible use of AI, including AI governance.Our customers
Pages 24 – 27
Digital equity: access, skills,
wellbeing
This includes digital access and removing barriers to people getting
connected; digital skills and career pathways into the technology
sector; and digital safety and wellbeing – a broad focus area that
ranges from the impacts of social media all the way through to
protecting our customers from objectionable content and scams.
Our communities
Pages 36 – 39
Disaster and crisis response The role of telecommunications in responding to natural disasters
and crisis events.
Our network and technology
Pages 28 – 31
High performance cultureCreating a high-performance culture that offers our people the
opportunity to develop and grow in an inclusive, agile environment.
Our people
Pages 40 – 45
Financial performance and
operational excellence
Executing our business strategy to build financial capital. Our performance
Pages 16 – 19
Financial statements
Pages 71 – 123
Building partnerships for a better
Aotearoa
How we partner and collaborate with our communities, guided by
the principles of Te Tiriti.
Our communities
Pages 36 – 39
Our people
Pages 40 – 45
Spark New Zealand Annual Report FY25Hello tomorrow
127
Sustainability appendix
Stakeholder engagement
Spark engages with a broad range of stakeholders as detailed in the table below. We have also engaged a small number of stakeholders
specifically for developing and improving our non-financial reporting and as part of our reporting materiality process. In selecting the
stakeholders we engage with, we are guided by the definition set out in GRI 101: “entities or individuals that can reasonably be expected to be
significantly affected by the organisation’s activities, products or services; or whose actions can reasonably be expected to affect the ability of
the organisation to implement its strategies or achieve its objectives.”
Stakeholder groupHow we engage
Spark employees• Regular engagement surveys and use of ‘sounding boards’ on large programmes of work
• Comprehensive programme of internal communications and engagement from Leadership Squad
(through roadshows and online channels)
• Engagement with cross-section of employees in the preparation of this report
ShareholdersRegular engagement with investors including:
• Semi-annual earnings announcements, together with semi-annual post result investor briefings
• Annual meeting that allows shareholders a chance to meet and ask questions directly of the Spark Board
and Leadership Squad
• Regular investor roadshows
• Periodic investor strategy briefings
Suppliers• Ongoing conversations with our suppliers – both informal and formal
• Annual supplier ESG survey of high risk / priority suppliers
Customers• Regular feedback from customers on their experiences with us and their views of Spark as a business
through our Net Promotor Score methodology and through our Voice of the Customer programme
• Meetings with customers on sustainability topics, sharing sustainability focus areas and exploring
opportunities to work together
Government• Engagement with central Government on issues related to the telecommunications industry, infrastructure
investment, environmental sustainability, and digital equity
• Engagement with local government to manage the process and impacts of infrastructure investment
Media• Responding to media enquiries and through a proactive programme of engagement with key members of
New Zealand’s media
Local communities• We engage with local communities, iwi, and hapū affected by our activities, in particular where we are
building new network infrastructure
• Through our Marae Digital Connectivity programme we have deployed hardware and connectivity to over
650 marae, and established relationships with hapū across the country
• Through Te Korowai Tupu we have a range of partners that help us support impactful initiatives that uplift
Hapori Māori
Community partners• Spark Foundation works in partnership with community partners on an ongoing basis
Industry organisations• Engagement with a number of industry organisations, representing the telecommunications and
technology sector, community groups, and the New Zealand business community
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Sustainability appendix
128
External initiatives Spark subscribes to or endorses
• Spark is a founding member of the Climate Leaders Coalition
(CLC). The CLC is a group of CEOs who have collectively
committed to voluntary action on climate change, measuring and
publicly reporting on their emissions, and setting an absolute
target for reducing emissions in line with the Paris Agreement.
• Spark has committed to a voluntary Product Stewardship
scheme for mobile phones, which is actioned by the Re:Mobile
initiative. See page 35.
• Spark’s Corporate Relations and Sustainability Director Leela
Ashford is part of the Ministry for the Environment’s Climate
Business Advisory Group, and the Department of Internal
Affairs’ Independent Reference Group, which maintains
oversight of the operation of the Digital Child Exploitation
Filtering System (DCEFS).
Spark was an active member of the following
associations in FY25:
• International Telecommunication Union (Radiocommunication
Sector membership)
• 3rd Generation Partnership Project (3GPP)
• Infrastructure New Zealand
• Global System for Mobile Communication Association (GSMA)
• New Zealand Internet Task Force
• Telecommunications Forum (TCF)
• NZTech (including Internet of Things Alliance and AI
Industry Forum)
• Tech Users Association New Zealand (TUANZ)
• Business NZ
• Sustainable Business Council (SBC)
• Global Women (including Champions for Change)
• Joint Audit Cooperation (JAC) initiative
• Digital Equity Coalition Aotearoa (DECA) (membership through
Spark Foundation)
Spark New Zealand Annual Report FY25Hello tomorrow
129
3G third-generation mobile network as defined by the International Telecommunications Union.
4G fourth-generation mobile network as defined by the International Telecommunications Union.
5G fifth-generation mobile network as defined by the International Telecommunications Union.
5G standalone a network that has a 5G core as well as 5G on mobile towers rather than non-standalone 5G which uses a
combination of existing 4G LTE architecture with a 5G radio access network (RAN).
ADR an American Depositary Receipt.
ARMC the Audit and Risk Management Committee.
ARPU average revenue per user.
ASX the Australian Securities Exchange.
CCL Computer Concepts Limited.
Company Spark New Zealand Limited.
EBITDAI earnings before finance income and expense, income tax, depreciation, amortisation, and net investment income.
GRI the Global Reporting Initiative.
Group the Group in relation to these financial statements, which are prepared for Spark New Zealand Limited (the
Company) and its subsidiaries (together the Group).
HRCC the Human Resources and Compensation Committee.
iNPS interaction net promoter score, a measure of customer satisfaction.
IoT the internet of things.
IFRS International Financial Reporting Standards.
LT E long-term evolution, as known as 4G.
LT I long-term incentive, which is part of the Spark Leadership Squad and CEO’s remuneration.
Millimeter waves millimeter waves, also known as extremely high frequency (EHF), is a band of radio frequencies that has wavelengths
between 1 mm and 10 mm. These frequencies can carry massive amounts of data at very high speeds. That makes
them ideal for accommodating the massive increase in data demanded from new 5G use cases such as augmented/
virtual reality, cloud gaming, video analytics and other cloud-compute capabilities.
Network slicing allows the operator to ‘slice’ its network to support different types of services through each ‘slice’. Multiple slices can
be tuned independently to meet different quality of service parameters. For example, one slice may simply need a
standard speed connection to enable office email, another might be tuned to support very low data Internet of
Things devices, while another slice may need high reliability and ultra-low latency to support robotics.
NOMs the Nominations and Corporate Governance Committee.
NPS Net Promoter Score.
NZ GAAP Generally Accepted Accounting Practice in New Zealand.
Glossary
Glossary
130
Glossary
NZ IAS New Zealand International Accounting Standard.
NZ IFRS New Zealand Equivalent to International Financial Reporting Standards.
NZX NZX Limited.
OTN Optical Transport Network (OTN) - the high speed backbone of Spark’s network, stretching from the Far North to the
bottom of the South Island. The OTN uses light signals through optical fibre cables to carry all of Spark's data traffic
up and down the country through diverse paths, ensuring resilient, fast connectivity for all users.
PSTN Public Switched Telephone Network.
QBR Quarterly Business Review
SME Small and Medium Enterprise
Southern Cross Southern Cross Cables group of companies, which consists of two sister companies, Southern Cross Cables Holdings
Limited and Pacific Carriage Holdings Limited and their subsidiaries.
STI Short-Term Incentive, which is part of Spark Leadership Team and CEO remuneration.
TRIFR Total Recordable Incident Frequency Rate per million Spark employee hours worked
TSR Total Shareholder Return and is a measure of share price appreciation and dividends paid over a given period.
Spark New Zealand Annual Report FY25Hello tomorrow
131
Registered office
Level 1
50 Albert Street
Auckland 1010
New Zealand
Ph +64 4 471 1638 or 0800 108 010
Company secretary
Paige Howard-Smith
For more information
For enquiries about transactions, changes of address or dividend payments contact the share registries below.
New Zealand registry
MUFG Corporate Markets
A division of MUFG Pension & Market
Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1142
PO Box 91976
Auckland 1142
Ph +64 9 375 5998 (investor enquiries)
spark@cm.mpms.mufg.com
nz.investorcentre.mpms.mufg.com
Australian registry
MUFG Corporate Markets
A division of MUFG Pension & Market
Services
Level 12
680 George Street
Sydney NSW 2000
Australia
Locked Bag A14
Sydney South NSW 1235
Australia
Ph +61 1300 554 484 (investor enquiries)
spark@cm.mpms.mufg.com
au.investorcentre.mpms.mufg.com
United States registry
Computershare Investor Services
P.O. Box 43078
Providence, RI02940-3078
United States of America
Overnight/certified/registered delivery:
Computershare
150 Royall Street, Suite 101
Canton, MA 02021
United States of America
Ph +1 888 BNY ADRS (+1 888 269 2377) or
+1 201 680 6825 (from outside the
United States)
shrrelations@cpushareownerservices.com
www.computershare.com/investor
Spark New Zealand Limited
ARBN 050 611 277
For enquiries about Spark’s operating and financial performance contact:
investor-info@spark.co.nz
Investor Relations
Spark New Zealand Limited
Private Bag 92028
Auckland 1142
New Zealand
investors.sparknz.co.nz
insightcreative.co.nz
SPARK086
Contact details
Contact details
132
Contact details
Spark New Zealand Limited
Annual Report FY25
investors.sparknz.co.nz
ARBN 050 611 277
---
SparkNewZealand
FY25 Results Summary
Jolie Hodson, Chief Executive Officer
Stewart Taylor, Chief Financial Officer
20 August 2025
Disclaimer
02
Spark
FY25 Results Summary
TheinformationinthisannouncementhasbeenpreparedbySparkNewZealand
Limited.
Theinformationinthisannouncementisprovidedforgeneralpurposesonlyand
doesnotconstitutefinancial,legal,tax,investmentorotheradviceora
recommendationtopurchaseorinvestinsecuritiesinSparkNewZealand.
Thisannouncementmayincludeforward-lookingstatementsaboutSparkNew
ZealandandtheenvironmentinwhichSparkNewZealandoperates,including
indicationsof,andguidanceon,futureeventsandfinancialperformance.Such
forward-lookingstatementsarebasedonthebeliefsofandassumptionsmadeby
managementalongwithinformationcurrentlyavailableatthetimesuchstatements
weremade.
Anyforward-lookingstatementsinthisannouncementarenotguaranteesor
predictionsoffutureperformance,andinvolveknownandunknownrisks,
uncertaintiesandotherfactors,manyofwhicharebeyondSparkNewZealand’scontrol,
andwhichmaycauseactualresultstodiffermateriallyfromthoseprojectedinthis
announcement.SparkNewZealandgivesnorepresentation,warrantyorassurancethat
actualresultsorperformancewillnotmateriallydifferfromtheforward-looking
statements,andunduerelianceshouldnotbeplacedonsuchstatements.
Factorsthatcouldcauseactualresultsorperformancetodiffermateriallyfromthoseexpressed
orimpliedintheforward-lookingstatementsincludetheoutcomeofSparkNewZealand’s
anticipatedrevenuegrowthand/orcostreductionstrategies,economicconditionsandthe
regulatoryenvironmentinNewZealand,competitioninthemarketsinwhichSparkNew
Zealandoperates,andotherfactorsortrendsaffectingtheindustriesinwhichSparkoperates
generally,alongwiththerisksdetailedinSparkNewZealand’sfilingswithNZXandASXfrom
timetotime.
Additionally,anyforward-lookingstatementsassumenomaterialadverseevents,significant
one-offexpenses,majoraccountingadjustments,otherunforeseeablecircumstances,orfuture
acquisitionsordivestments.
ExceptasrequiredbylaworthelistingrulesofthestockexchangesonwhichSparkNew
Zealandislisted,SparkNewZealandisundernoobligationtoupdateanyforward-looking
statementswhetherasaresultofnewinformation,futureeventsorotherwise.
Thispresentationcontainscertainfinancialinformationandmeasuresthatarenon-GAAP
financialinformation.AlthoughSparkNewZealandbelievesthenon-GAAPfinancialinformation
andfinancialmeasuresprovideusefulinformationtousersinmeasuringthefinancial
performanceandconditionofSparkNewZealand,youarecautionednottoplaceundue
relianceonanynon-GAAPfinancialinformationorfinancialmeasuresincludedinthis
presentation.
FY25resultssummary
FY25 result within updated guidance
Stabilising our performance
Significant transformation on track
Resetting our business and cost base for a stronger future
Strategy and capital management reset
Setting a path for sustainable value creation
FY25GuidanceFY25Outcome
Adjusted
EBITDAI
$1,040m-$1,100m$1,060m
Capex~$415m-$435m$429m
Dividend25.0 cps25.0 cps
•New five-year strategy focuses Spark on core
business of connectivity
•Revised Capital Management Framework to deliver
sustainable dividend paid out of free cash flow
03
Spark
FY25 Results Summary
1Market momentum in core business
2Simplified portfolio
3Transformed cost base
4Realising value from data centre business
FY25financialsnapshot
Adjusted revenue
(1)(3)
$3,700million
4.2%decrease vs. FY24
Reported revenue
(2)
$3,725million
2.5%decrease vs. FY24
Adjusted EBITDAI
(3) (4)
$1,060million
8.9% decrease vs. FY24
Reported EBITDAI
(2) (4)
$1,053million
7.7%decrease vs. FY24
Adjusted NPAT
(3)
$227million
33.6% decrease vs. FY24
Reported NPAT
$260million
17.7%decrease vs. FY24
(1)
Operating revenues and other gains
(2)
Reported revenue and EBITDAI exclude the results of
the data centre business which has been classified as a
discontinuing operation in the Financial Statements (see
Appendix for further detail).
(3)
Adjusted revenue and EBITDAI include the data centre business and exclude the
Connexa transaction gain on sale ($71m) and transformation costs ($53m) associated
with the cost out programme. In addition, FY24 NPAT has been adjusted to include
the data centre business results and exclude the $26 million impact of the
government change to tax depreciation rules. See Appendix 1 for further details.
(4)
Earnings before finance income and expense, income tax, depreciation, amortisation and net
investment income (EBITDAI) and capital expenditure (CAPEX) are non-Generally Accepted
Accounting Principles (non-GAAP) performance measures that are defined in note 2.5 of
Spark’s Annual Report. Free cash flow is also a non-GAAP measure and is defined on page 7 of
Spark’s detailed KPIs.
(5)
ROIC is calculated as net operating profit (EBITDAI less depreciation and amortisation) after tax
(at 28%) as a percentage of Invested Capital (total debt including leases plus equity)
Capex
(4)
$429million
17.2%decrease vs. FY24
Free cash flow
(4)
$330million
Flat vs. FY24
FY25 final dividend
Final dividend of 12.5cps, taking total
FY25dividendto25.0 cps
Overall return on invested capital ROIC
(5)
of 8.7%
04
Spark
FY25 Results Summary
Significant transformation on track
Wehavetakenaction totransformour business and cost base –withmorestilltodo
What we said we would do
What we’ve done so far
See slides
Telcocore
Drive momentum in core business
•Grew consumer and SME pay monthly connections and ARPU (when excluding
impact of insurance)
•Prepaid connection decline stabilising in H2 25
•Stabilised connections in Enterprise & Government (E&G)
7-11
Portfolio
Review non-core assets and simplify
Enterprise & Government(E&G)
•Divested Connexa and HTAL shareholdings, generating $356 million
(1)
in proceeds
•Integrated B2B subsidiaries into E&G division and simplified portfolios
12
Costbase
Expand cost-out programme to deliver
higher savings over multiple years
•Created new technology delivery model, supported by four global partnerships
•Realised $85 million in cost savings in H2 25 vs H2 24
•On track to deliver annualised benefits of $110m-$140m by FY27
(2)
13-15
Realising value
Secure a capitalpartner forour
data centrebusiness
•Sale of 75% stake in data centre business expected to deliver initial cash proceeds
of ~$486 million
(3)
at completion, while retained 25% stake supports long-term
shareholder value creation (subject to regulatory and customary consents)
17-20
05
Spark
FY25 Results Summary
(1)
$309 million from Connexa transaction (net of transaction costs),
$47 million from HTAL transaction received 17 July 2025
(2)
Subject to no material adverse change in operating outlook
(3)
Final net proceeds subject to completion adjustments
Newfive-year strategy
Refocusing on our core connectivity business to grow competitive advantage and shareholder returns
06
Spark
FY25 Results Summary
See slides 30-35 for strategy summary
Mobile
40%
30%
25%
5%
Mobile
52%
28%
15%
5%
07
Spark
FY25ResultsSummary
Connectivityisour corebusiness
Mobile
Other connectivity
1
Cloud and IT
70%
revenue
Data centres
80%
grossmargin
Mobile and connectivity is central to growth and our priority for investment
In FY25 connectivitycontributed:
(1)
Other connectivity includes broadband, manageddataandnetworks, collaboration,IoT, andvoice
Mobileperformanceoverview
Consumer and SME Pay Monthly
Increasing ARPU excluding insurance, combined with modest connection growth
•Connection growthreflectsbalance ofcompeting in market and ARPU optimisation
•Underlying ARPU continues to improve –H2 ARPU up ~3% excluding insurance
1
,
driven by connection ARPU, handset demand, and December price increases
•Offset by reduction in insurance revenue –impact will not reoccur in FY26
Consumer Prepaid
ARPU grew, connections declined in competitive market
•Spark connection decline in H1 driven by price competition in low-spend environment,
while Skinny continues to grow
•December plan refresh and price increases maintained ARPU –with further improved
offers creating positive trading momentum
Enterprise & Government (E&G)
Connections stabilised in H2, competitive pressure on ARPU remains
•Connections stabilised in H2 25
•Net positive connections from customer bids in H2 25
•Rate of ARPU reduction slowed in H2 from H1, however competitive market
conditions remain
08
Spark
FY25ResultsSummary
FY24FY25% change
ConnectionsandARPU–ConsumerandSME
Paymonthlyconnections
1,193k1,199k0.5%
Prepaid connections
1,173k1,112k(5.2%)
PaymonthlyARPU
$44.93$44.68(0.6%)
Prepaid ARPU
$15.99$16.100.7%
ConnectionsandARPU–EnterpriseandGovernment
Connections
324k318k(1.9%)
ARPU
$30.44$26.22(13.9%)
MobileServiceRevenue
Total
(2)
$1,010m$987m(2.3%)
ConsumerandSME
$869m$861m(0.9%)
Enterpriseand Government
$120m$100m(16.7%)
(1)
Compared to H2 24
(2)
Total includes wholesale
Performance impacted by removal of insurance and price competition in E&G and consumer prepaid, while pay monthly remains strong
09
Spark
FY25ResultsSummary
Market growth improving and Spark growing in H2
Spark
41.4%
One NZ
35.5%
2degrees
21.2%
MVNO
1.9%
(+0.4%)
(+0.3%)
(-0.3%)
(-0.4%)
Spark remains the #1 provider by some distance, with positive momentum as market growth improves
(1)
All comparisons are market share estimates sourced from IDC as at 30 June 2025
(2)
Comparing FY24 to FY25
(3)
Comparing H2 FY25 to H1 FY25
Total mobile market performance
(1)
•Total FY25 mobile market growth was 1.2%, lower than IDC
estimated growth of 3%
(2)
•Second half growth of 1.9% an improvement on a flat H1
(3)
Spark mobile and share performance
•Spark’s total mobile service revenues grew 1.0% from H1 25 to H2 25
–resulting in a small market share decline of 0.4% over this time
•Positively, Spark’s market share stabilised in the fourth quarter, in a
growing market
10
Spark
FY25ResultsSummary
Driving mobile momentum into FY26
ConsumerPayMonthly
Focus: driving connection and ARPU growth with
brand and product investment
•Pay monthly big data plans –introduced end
October, with acquisition up ~7% vs. prior
comparable period
•Plan ARPU continues to grow –will be further
supported by 1 August ‘25 $2-$5 price increases
•Pipeline of new products –Kids Plan launched,
satellite-to-mobile in H2 26
ConsumerPrepaid
Focus: maintain stable ARPU, while upweighting
competitive responses
•Plan refresh completed in December ‘24 has
maintained ARPU
•Connection decline stabilising in H2 25
•Improvement in net connections post the
introduction of new market offers
EnterpriseandGovernment
Focus: hold customer base, and compete to win on
more than price to mitigate ARPU impact
•Connections rebased with change in Enterprise&
Government workforces –decline stabilising in H2
•Retained >95% of top 50 customers
•Won ~7k new connections to be on-boarded in Q1
FY26 –Summerset, Deloitte, New Zealand Red Cross
Initiatives implemented in FY25 are lifting performance into FY26 Q1
$44.45
$43.82
$44.21
$45.08
$1.06
$0.54
$0.04
$0.04
H1 24H2 24H1 25H2 25
Pay Monthly ARPU
Insurance
$16.09
$15.88
$16.21
$16.00
H1 24H2 24H1 25H2 25
Prepaid ARPU
300k
310k
320k
330k
340k
H1 24H2 24H1 25H2 25
E&G Connections
ConnectivityandIT performancesummary
FY24FY25% change
Connectivity revenues
Broadband
$613m$608m(0.8%)
Managed data and networks$223m$201m(9.9%)
Voice$180m$150m(16.7%)
Collaboration$80m$86m7.5%
IoT$46m$48m4.3%
IT revenues
Cloud
$225m$235m4.4%
IT services$156m$144m(7.7%)
11
Spark
FY25ResultsSummary
Connectivity
•Broadband connections declined 3.8% in a low-spend environment –focused on
increased bundling with mobile in FY26 to support volumes
•Broadband revenue stabilised to largely flat following a 2.3% decline at H1 –we
remain focused on margin improvement as fibre company costs are passed through
•Managed data and networks revenue declined in line with long-term trend of
customers migrating from legacy products to modern, lower ARPU alternatives
•Legacy voice revenues declined in line with long-term trend
•Collaboration revenues increased due to growth in cloud contact centres and
meeting room upgrades
•IoT revenue grew as connections increased 16% to 2.38 million
IT
•Cloud revenues grew as public cloud uptake continued to increase
•IT services declined as challenging economic conditions dampened demand
Broadband revenues stabilised, public cloud continued to grow, IT services remained challenging
Reviewofnon-core assetscompleted
12
Spark
FY25ResultsSummary
AssetOutcome
Shareholdings
Connexa
•Sale of remaining stake (~17%)to global investment group CDPQ for $309 million net of transaction costs
•Valued Connexa on a consistent basis with previous NZ mobile tower EBITDAI multiples
•Proceeds used to reduce net debt and to be partially returned to shareholders through the H2 25 dividend
Hutchison
Telecommunications
(Australia) Limited (HTAL)
•Sale of 10% stake in HTAL delivered NZ$47 million in proceeds in July 2025
•Offer of A$0.032 per share a 45% premium
1
to the upper end of the Independent Valuation range, and a
39% premium to the three-month VWAP
2
•Proceeds used to reduce net debt
Southern Cross (SC)
•Maintain stake in near term as SC pursues self-funded expansion investments within the active subsea cable
market
Enterprise and Government
subsidiaries and products
CCL and Qrious•Product portfolios and operating models simplified, and businesses integrated into Spark
Digital Island •Divested non-mobile business to support simplification
Product portfolio•Legacy security and network product simplification on track to complete Q1 26
Other subsidiaries
MATTR•Process commenced to introduce new investors
Targeted divestments completed or underway to simplify portfolio and further strengthen the balance sheet
(1)
The Independent Valuation included the value of the sale of the TPG fibre assets to Vocus
(2)
Volume weighted average price on the ASX prior to the announcement of the takeover offer
Newtechnologydelivery modelintroduced
Technology layer
Network
Cloud
IT
Strategicpartner
Reduces networkoperating costswhile acceleratingAI and
automation capabilitiesforbettercustomerexperiences
Providescompellinghybridcloudoffering forcustomers,
modernisesSpark’s hybrid cloudenvironment,acceleratesAI
uptake,and improves overallcloudeconomics
Reduces IToperatingcosts, whileacceleratingdeliveryof
digitalandAI-drivencustomerexperiences
13
Spark
FY25ResultsSummary
Reduces IToperatingcosts, andensuresSpark’sIT
environmentsare continuously updated
Leveragingfourstrategicglobal partnershipstotransformcostbaseand customerexperiences
Sparkretainsitscriticalassetsand infrastructureandcontrol over all componentsofcompetitive advantage–
such asfuture network planning, criticalincidentoversight,technology architecture,anditsproductdesignand innovationroadmap
Spark a leader inAIandautomation capabilityin New Zealand
14
Spark
FY25ResultsSummary
Capability accelerating with agentic AI and global partnerships, supporting cost-out and customer experience
Existing AIcapability
Strategy
andtalent
Predictive models
and Gen AI
Responsible
AI
High-value
use cases
Data
capability
People
•Improved productivity: agenticAItool,SparkGPT,anassistantforemployees–providingrapidaccesstoinformationand
takingautomatedactiontoreducemanualwork
Customers
•Shorter wait times: customer care teams enabled by call summarisation (saving ~1.5-2 mins per call) and AI assistants –
answering ~20k team questions a month and reducing queries to back-office teams by 60%
•Faster to market: predictive models automating and personalising customer comms, reducing campaign-to-market time
from weeks to hours, and identifying sales priorities to best serve customers and grow revenue
Network
•Reduced resolution times: real-time network performance monitoring that detects anomalies and advanced fault
management that automates incident analysis and reduces customer experience impacts
ScalingSparkGPTtoreducecycle
time ofkeyprocesses,improving
speedand efficiency
Augmenting careteamswith
AgenticAIagentsthatsolve
queriesandissues faster–
immediatefocusonservice
and billing
ScalenetworkAIandautomation
–reducingmanualfaulthandling
byup to30%
FY26focus
Enterprise-wide
tech enablement
Global
partnerships
15
Spark
FY25ResultsSummary
Expanded cost reduction programme on track
FY26 labour and opex reduction
FY25 labour and opex reduction
•At H1 25 Spark communicated an expanded cost-reduction target of
$80m-$100m from H2 24 to H2 25
•This was delivered through:
o$61 million reduction in labour costs (30 June ~1,300 FTE reduction YoY)
o$4m reduction in other opex costs
o$20m reduction in product costs –including network and IT costs
$85m reduction in H2 25 delivered through labour, other opex, and product costs reductions
$61m
$85m
$4m
$20m
LabourOther opexProduct costsTotal cost savings
H2 25 vs H2 24 YoY cost reductions
•FY26 targeting $30m-$50m net labour cost reduction, withother opex broadly
flat to FY25 (plus additional $10m adjustment from deconsolidation of data
centres from H2)
•Drivers of cost reductions:
oBenefit of FY25 FTE reductions of ~1,300
oImpact of labour inflation net of ongoing simplification
oPartnershipbenefits offset by some increase in opex
oImpact of inflationary cost pressures net of further opex savings
(1)
Subject to no material adverse change in operating outlook
•On track to deliver annualised savings of $110m-$140m by end FY27
1
$908m
$848m–
$868m
$10m
$30m-$50m
FY25 ActualDCs deconsolidationFY26 labour and
other opex
FY26 Target
Year-on-year labour costs and other opex reductions
Sustainability performance continues to mature
16
Spark
FY25ResultsSummary
Rising national grid emissions factorcontributed to FY25 emissions increase
•Underlying performance improvements, with electricity consumption down 4.9%
•The winter energy crisis (causedby reducedhydro generation)drove the grid emissions factor up –
contributing to an 11% YoY increase inscope 1 and 2 emissions, which are tracking 42% above our
SBTi 2030 emissions reduction target pathway
Renewable partnership will decouple reported electricityemissions from national grid factor
•Ten-year renewable energy partnership with Genesis Energy commenced in Q3, when the Lauriston
Solar Farm began generation
•EnablesSparkto reduce reported electricity emissions by linkingto new renewable generation –
totalling a 3,954 tCO2e reduction in H2 (market-based)
Spark continues to support digital equity and safety
•Skinny Jump now supporting close to 34,000 households in need with subsidised broadband
•5G now in 130 locations, covering over half of the population
•Close to 1.3 million SMS scam texts blocked on Spark’s network since October 2024
(1)
Science Based Target initiative
Spark remainscommitted to its FY30 SBTi
1
emissions reduction target and is taking meaningful steps to work towards it
Datacentre
strategyupdate
Spark
FY25ResultsSummary
Agreement reached to sell a 75% stake in data centre business
High quality data centre partner secured
•Pacific Equity Partners (PEP) has joined Spark as an investment partner for its data centre
business –securing a funding pathway to build out the planned 130MW+ development pipeline
Realising value in the short and long term
•The partnership realises value for data centre assets in the short term, while enabling Spark to
continue participating in the growing market through a 25% retained stake –creating further
value for shareholders over the long term
Strong multiple compared to similar transactions
•Transaction values ‘DC Co’ at $705m
1
, and represents an EV/EBITDA multiple of 30.8x
2
based on
FY25 pro-forma EBITDA
•Spark expects to receive initial cash proceeds of ~$486m
3
at completion, with additional
deferred cash proceeds of up to ~$98 million contingent on the achievement of performance-
based objectives by the end of the CY27 (totaling ~$583m if the full earn-out is achieved)
Enables capital investment focus on core business
•Proceeds will be used to reduce group net debt
•Once the transaction is complete and DC Co’s standalone funding facilities are in place, Spark’s
annual capital contribution to fund the development pipeline is expected to be modest
•‘DC Co’ created to hold all data centre assets and
operations (including resource consents),funded
through a mix of equity and debtat completion
•DC Co will have its own Board, management team, and
debt financing facilities (non-recourse to Spark)
•Spark expects to spend $50m-$70m capex in H1 26 prior
to assumed transaction completion date
4
•DC Co will be equity accounted fromcompletion –
estimated to be 1 January 2026
4
•Earnings and cashflow generated by DC Co will be
reinvested in the growth of the business
18
Spark
FY25ResultsSummary
(1
) Headline enterprise value comprising base enterprise value of $575 million and up to a further $130 million of
earn-out enterprise value
(2)
Assumes FY25 pro forma EBITDA of $22.9m for Spark data centre business within the transaction perimeter
Spark continues to participate in high growth market through retained 25% stake
DC Co –transaction features
(3)
Final net proceeds subject to completion adjustments
(4)
Timing is an estimate only. The transaction is subject to regulatory and customary consents including Overseas
Investment Office approval, with a targeted completion date of 31 December 2025
DC Co has a leading New Zealand data centre platform
(1)Spark estimate
(2)RecurringrevenueasatH125
(3)Basedonatotalcontractvalueweightedaverageofremainingleaseyearsasat31-Mar-25includingrenewalrights
(4)TheGenesisrenewable energypartnership,andRECmatching,isexpectedtocoverallcurrentsiteswiththeexception of
TakaniniPod 2andtheUniversityofWaikatowhicharerecentadditionstotheportfolio
19
Spark
FY25ResultsSummary
Leading
NewZealanddata
centreplatform
Significant
development
pipeline
Attractive
market dynamics
Trackrecordof
securingglobal
cloudcontracts
Highquality
customer
relationships
Strongfocuson
sustainability
11
datacentrefacilities across
NZ,withthree scaleAKL
campuses
~7 hectares
ofdevelopment land
ownedor under agreement
~32%p.a.
CAGRforNZDC
capacitydemandover
nextfiveyears
(1)
30%
ofdatacentrerevenue
attributabletoglobal
cloudproviders
(2)
~270
Customersacross
International,Govt,
Enterprise,SMEs
10-year
Genesis Energy partnership
providing access to
renewable electricity
23 MW
builtcapacitywith88%
contractedutilisation
Resource Consents
securedforTakanini Pod3
andNorth Shore
developments
CloudandAI driving
demand,as NZ catches
upto globaltrends
15-yearWALE
(3)
forglobalcloud/ content
providerdata centre
contracts
<1.5%
historic churn across data
centrecustomer base
100%
renewableelectricity tobe
matchedtoDC sitesfrom
FY26
4
Market continues to grow as cloud and AI uptake increases demand for data storage and compute in New Zealand
Data centre business continued to grow in FY25
Overall performance
•Continued revenue growth, with high levels of utilisation at 88%
•Revenue and gross margin growth supported by scaling utilisation,
customer wins, and price increases
Takanini Campus
•Pod 1 & 2 capacity close to 100%
contracted/committed
•Resource consent received for Pod 3 (new 15MW
data centre) –finalising design, with Stage 1
completion targeted for FY28
•2.6 ha of land contracted in July 2025, enabling
future expansion of Pods 4 and 5
20
Spark
FY25ResultsSummary
(1)
Note like-for-like revenue changed from previous reporting as Data Centres
previously reported under Cloud and those branded CCL were consolidated
Development pipeline increased to 130MW+ and revenue and margin grew through scaling utilisation and new customer wins
(3)
Basedon masterplans for Takanini Pods 4 and 5
which suggest capacity could be increased by 12MW
Aotea Campus
•1MW expansion progressing on time
and budget
•New customer wins onboarded in H2
FY25, includingfour global
cloud/content providers
North Shore Campus
•Resource consent for data centre
approved in June 2024
•4.0 ha site acquisition settled July2025
for planned initial 40MW development
Development pipeline increased to 130MW+
(3)
FY24FY25% change
Revenue
(1) (2)
$45m$50m11.1%
Grossmargin
(2)
$43m$47m9.3%
(2)
These results reflect the data centre business owned by
Spark in FY25 and differ from DC Co when divested
Capitalmanagementreset
Spark
FY25ResultsSummary
Capitalmanagementreset
Maintainingfinancial strength
•Focused on a strong balance sheet, targeting metrics consistent with current credit rating
Investment and portfolio management
•Investments and M&A for growth must meet Spark’s hurdle rates (see following slide)
•New definitions of capex introduced:
•BAU capex –all capital investment in the core business (excluding spectrum)
•Strategic capex –any capital investment outside the core business, for example data centres
Sustainable shareholder returns
•Changes to Dividend Policy support a sustainable dividend, paid out of Free Cash Flow (FCF), including:
oNew definition of FCF includes the impact of changes in working capital and capital expenditure used to operate the core business
oFCF continues to exclude spectrum and strategic capex (definition outlined above)
oPayout ratio updated to 70-100% of FCF, to provide flexibility if needed in the future
When applied to FY26, the dividend will be based on 100% of free cash flow
(1)
22
Spark
FY25ResultsSummary
(1)
Subject to no material adverse change in operating outlook
Renewed capital managementdiscipline
Capitalallocationfor shareholdervaluecreation
01
02
03
Maintainingfinancialstrength
Focused on a strong balance sheet, targeting metrics consistent with current credit rating
Investmentandportfoliomanagement
BAU capex –used to to sustain and grow the core business organically (excluding spectrum)
Strategic capex –capital investment outside the core business that meet Spark’s hurdle rates
Investment and M&A for growth must meet hurdle rates
Sustainableshareholderreturns
Dividend payout ratio of 70-100% of Free Cash Flow (FCF)
Dividend Reinvestment Plan utilised when appropriate, currently suspended
Growth in return on invested capital
Definitions
•Free Cash Flow: Reported EBITDAI, less adjusting items and non-cash gains or losses; BAU capex; interest costs; tax; lease costs; impact of changes in working capital, and
excluding strategic and spectrum capex
•Strategic Capex: capex that is allocated to key strategic projects outside the core business that is expected to meet specific return thresholds (for example, data centres)
Hurdle rates: NPV positive and ROIC greater
than cost of capital
Long-run capex to revenue ratio of 10-12%
CapitalManagementFramework
23
Spark
FY25ResultsSummary
Updated Capital Management Framework introduced for FY26 onwards
Financialsummary
Spark
FY25ResultsSummary
FY25financialsummary
25
Spark
FY25ResultsSummary
REPORTED
1
FY24
REPORTED
1
FY25
CHANGEADJUSTED
2
FY24
ADJUSTED
2
FY25
CHANGE
Operating revenues and other gains
3,8203,725(2%)3,8613,700(4%)
Operating expenses
(2,679)(2,672)0%(2,698)(2,640)2%
EBITDAI
1,1411,053(8%)1,1631,060(9%)
Net financing cost
(114)(118)(4%)(114)(118)(4%)
Depreciation and amortisation
(512)(590)(15%)(527)(604)(15%)
Net investment income/(expense)
(8)2NM(8)2NM
Net earnings before tax expense
507347(32%)514340(34%)
Tax expense
(196)(95)52%(172)(113)34%
Net earnings after tax expense
311252(19%)342227(34%)
Net earnings from discontinuing operation5860%---
Total net earnings after tax expense316260(18%)342227(34%)
Capital expenditure
(518)(429)17%(518)(429)17%
Free cash flow
---330330-
EBITDAI margin29.9%28.3%(1.6%)pts30.1%28.6%(1.5%)pts
Effective tax rate
38.7%27.4%
(11.3%)pts
33.5%33.2%
0.3%pts
Capex to operating revenues & other gains
(13.6%)(11.5%)
2.1%pts
(13.4%)(11.6%)
1.8%pts
Total earnings per share (cents)
17.314.0(19%)18.712.3(34%)
Total dividend per share (cents)
27.525.0(9%)27.525.0(9%)
Return on invested capital
(3)
11.9%8.7%(3.2%)pts---
(1)
Reported revenue and EBITDAI exclude the results of the data centre
business which has been classified as a discontinuing operation in
the Financial Statements (see Appendix for further detail).
(2)
Adjusted revenue and EBITDAI include the data centre business and exclude theConnexatransaction gain on
sale ($71m) and transformation costs ($53m) associated with the cost out programme. In addition, FY24 NPAT
has been adjusted to include the data centre business results and exclude the $26 million impact of the
government change to tax depreciation rules. See Appendix 1 for further details.
(3)
ROIC is calculated as net operating profit
(EBITDAI less depreciation and amortisation)
after tax (at 28%) as a percentage of Invested
Capital (total debt including leases plus equity).
FY25 financial summary
Adjusted result
•Adjusted revenue and EBITDAI include the data centre business, and exclude
theConnexatransaction gain on sale ($71m) and transformation costs ($53m)
associated with the cost out programme
•In addition, the adjusted FY24 NPAT excludes the $26 million impact of the
Government’s changes to tax depreciation on buildings
•Adjusted operating revenue and other gains of $3,700m was $161m lower
than FY24
•Operating expenses of $2,640m were $58m lower than FY24, due to lower
volumes of products sold and H2 cost out initiatives
•As a result, adjusted EBITDAI of $1,060m was $103m lower than FY24
•Adjusted EBITDAI includes other gains of $31m, down 70% from the $102m
reported in FY24
•Adjusted NPAT of $227m is $115m lower than FY24
26
Spark
FY25ResultsSummary
FY25 adjusted EBITDAI of $1,060m within updated guidance
Reported result
•Reported revenue and EBITDAI exclude the data centrebusiness,
classified as a discontinuing operation; and include the Connexa
transaction gain on sale ($71m) and transformation costs ($53m)
associated with the cost out programme
•Reported operating revenue and other gains of $3,725m was $95m
lower than FY24
•Reported EBITDAI of $1,053m was $88m lower than FY24
•Net financing costs of $118m increased slightly from FY24 due to higher
average net debt, despite the effective interest rate decreasing
•Tax expense of $95m reduced by $101m from FY24 due to:
oa combination oflower earnings;
othe FY25 $71m non-taxable gain on the Connexatransaction; and
othe $26m additional tax in the prior year relating to the
government’s changes to tax depreciation on buildings
•This resulted in alower FY25 effective tax rateof 27.4% vs 38.7% in FY24
•Reported NPAT of $260m was $56m lower than FY24
Capitalexpenditure
•$429m of total capex in FY25 is 17.2% lower than FY24 and represents
11.6% of adjusted revenue –within 10%-12% target range
•Capital expenditure in FY25 included:
oContinued investment in mobile core and radio access network (RAN)
delivering greater network capacity, coverage, and reliability
oInvestment in IT systems focused on automation and enterprise
platform integration to drive efficiency
oFixed network and international cable capacity supporting greater
resilience and capacity
•In line with revised Capital Management Framework, from FY26 capex
will be reclassified into BAU and strategic, with the latter excluded from
Free Cash Flow (see pages 22 and 23 for further details)
27
Spark
FY25ResultsSummary
Existing capex categories
New capex categories applied to FY25
Strategic
1
BAU
Disciplined capital spending in FY25
(1)
When applied to FY25, the only capital spend considered strategic was data centre investment. All other capex is considered BAU.
$359m
$350m
$401m
$159m
$79m
$28m
$23m
$0m
$100m
$200m
$300m
$400m
$500m
$600m
FY24FY25FY25
Spark CAPEX
MaintenanceGrowthSpectrum
Freecashflow
28
Spark
FY25ResultsSummary
Adjusted free cash flow calculation
FY24
($m)
FY25
($m)
Change
($m)
Change
(%)
Reported EBITDAI1,1411,053(88)(8%)
Add EBITDAI from discontinuing
operations
2225314%
Less adjusting items and non-cash gains(78)(48)3038%
EBITDAI for free cash flow1,0851,030(55)(5%)
Less
Cash paid on maintenance capital
expenditure
(350)(293)5716%
Cash paid on interest(105)(117)(12)(11%)
Cash paid on tax payments(189)(186)32%
Cash paid on leases(111)(104)76%
Total cash payments on items above(755)(700)557%
Free cash flow (FY25 definition)33033000%
Total change in working capital –
increase in cash/(decrease in cash)
(20)1131NM
Additional BAU capex(191)(81)11058%
Free cash flow (new definition)119260141NM
•FY25 FCF of $330mis steadyon FY24, as maintenance capex was
reduced to offset EBITDAI reduction
•As outlined on slide 22, in future years the calculation of FCF will be
updated to include:
oThe impact of changes in working capital; and
oThe new definition of BAU capex
•The new definition of FCF excludes spectrum and strategic capex and
will be used to determine the calculation of the dividend each year
•Strategic capex is defined as capex allocated to key strategic projects
outside the core business expected to meet Spark’s hurdle rate (see
slides 22 and 23)
Impact of lower EBITDAI offset by lower cash maintenance capex
Debtanddividends
29
Spark
FY25ResultsSummary
•At 30 June 2025 net debt at hedged rates was $1,475m:
oBased on gross debt at hedged rates of $1,509m and cash
of $34m
oAfter including the impact of leases and the captive finance
book (in line with S&P methodology) net debt was $2,127m
•Net Debt/EBITDA at 30 June 2025 was 2.2x compared to 2.3x at
31 December 2024 and 2.1x at 30 June 2024
oExpect Net Debt/EBITDA ratio to reduce by ~0.5x post
HTALand once data centre transaction completes
•FY25 total divided of 25cps in line with updated guidance,
including some of the proceeds from the Connexa sale which
completed in H2 25
•Given the anticipated receipt of proceeds from the data centre
transaction and subsequent reduction in net debt, the Dividend
Reinvestment Plan has been suspended for the final FY25
dividend
FY25 net debtreduced through Connexa proceeds, with further improvement to come from FY26 transactions
1.8x
2.1x
2.3x
2.2x
1.7x
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
$m
$500m
$1,000m
$1,500m
$2,000m
$2,500m
$3,000m
H1 24FY24H1 25FY25H1 26PF
Spark Debt Profile
Net debt ex leasesLeasesNet Debt/EBITDA
SPK-30Strategy
Spark
FY25ResultsSummary
31
Spark
FY25ResultsSummary
32
Spark
FY25ResultsSummary
33
Spark
FY25ResultsSummary
34
Spark
FY25ResultsSummary
35
Spark
FY25ResultsSummary
Outlookandguidance
Spark
FY25ResultsSummary
FY25 ActualFY26Guidance
(incl. data centres)
(3)
FY26Guidance
(excl. data centres)
(4)
Adjusted EBITDAI$1,060m
(2)
$1,020m -$1,080m$1,010m -$1,070m
Total capex$429mFY26 onwards –new definitions of capex listed below
BAU capex-$380m -$410m$380m -$410m
Strategic capex (data centres)-$50m-$70m (committed capex to data centres)
(6)
Free cash flow (old definition) $330mFY26 onwards –new definition of FCF listed below
Free cash flow (new definition)
(5)
-$290m -$330m$290m -$330m
Dividend25.0 cps100% of FCF100% of FCF
FY26Guidance
(1)
37
Spark
FY25ResultsSummary
(1)
Subject to no material adverse change in operating outlook
(2)
Adjusted EBITDAI excludes Connexa gain on sale and transformation costs
(3)
FY26 Guidance (incl data centres) is provided on the basis that the data centres business continues to be owned
100% through FY26
(4)
FY26 Guidance (excluding data centres) assumes that the data centres transaction completes on 31 December 2025
and for the whole of H2 26 data centres is accounted for as an associate (i.e. earnings below the EBITDAI line). Any
gain on sale from the data centres transaction is excluded from the adjusted EBITDAI
(5)
New definition of free cash flow -Reported EBITDAI, less adjusting items and non-cash gains/losses; BAU capex; interest
costs; tax; lease costs; impact of changes in working capital, and excluding strategic and spectrum capex
(6)
Spark has committed to $50m-$70m of capex in H1 26 associated with the data centres business –this is planned as part
of the data centres transaction when it completes, but will not be included in the free cash flow calculation
Appendix
FY25 reported and adjusted earnings reconciliation
(1)
Add back the data centre business from discontinuing operation to the profit and loss
(2)
Adjustment for FY24 government change to tax depreciation rules on buildings
FY24FY25
$m
Reported per
Financial
Statements
Data centre
business
(1)
added back
Results
inc. data
centres
PY
one-off tax
adjustment
(2)
Adjusted
(inc. DCs
and PY
adjustment)
Reported per
Financial
Statements
Data centre
business
1
added
back
Results
inc. data centres
FY25 adjusting
items
(3)
Adjusted
(inc. DCs and
excl. Connexa
gain &
transform. costs)
Operating revenues
and other gains3,820413,8613,8613,725463,771(71)3,700
Operating expenses(2,679)(19)(2,698)(2,698)(2,672)(21)(2,693)53(2,640)
EBITDAI1,141221,16301,1631,053251,078(18)1,060
Net finance income(114)(114)(114)(118)(118)(118)
Depreciation and amortisation(512)(15)(527)(527)(590)(14)(604)(604)
Net investment income(8)(8)(8)222
Net earnings before tax5077514051434711358(18)340
Net tax expense(196)(2)(198)26(172)(95)(3)(98)(15)(113)
Net earnings from continuing
operations3115316263422528260(33)227
Net earnings from discontinuing
operation5(5)008(8)00
Net earnings 3160316263422600260(33)227
•The data centre business has been classified in the Financial Statements as a discontinuing operation held for sale at 30 June 2025 in accordance with the requirements of
NZ GAAP. As a result, the revenue and expense items for both FY25 and FY24 have been separated from continuing operations of Spark and disclosed separately in the
profit and loss in the financial statements as net earnings after tax from discontinuing operations.
•To assist in comparability, and reporting in a manner consistent with market guidance, the discontinuing operations have beenadded back to the profit and loss in the
adjusted earnings calculations. The attached table provides a reconciliation Reported to Adjusted earnings.
(3)
Adjusted to exclude theConnexa transaction gain on sale ($71m) and
transformation costs ($53m) associated with the cost out programme
39
Spark
FY25ResultsSummary
FY25 debt key metrics
Net debt
FY24
($m)
H1 25
($m)
FY25
($m)
Net debt at hedged rates$1,636$1,796$1,475
Net debt at hedged rates including lease liabilities
1
$2,438$2,735$2,392
Debt ratios
Borrowing costs (annualised)6.4%5.6%5.6%
Weighted average debt maturity (years)3.7 years3.1 years3.1 years
Debt servicing
2
2.1x2.3x2.2x
Gearing60%66%61%
Interest cover9x7x
3
8x
(1)
Prior historical periods restated for the additional leaseback liability on customer leases
(2)
Debt servicing is calculated as (Net debt at hedge rates including lease liabilities -captive finance adjustments)/(Adjusted
EBITDAI -captive finance adjustments) which Spark estimates aligns to S&P’s credit rating calculation
(3)
H1 25 interest cover is calculated using the H1 25 earnings and interest costs
40
Spark
FY25ResultsSummary
---
Spark New Zealand
Group result - reported
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Operating revenues and other gains2,5211,9431,9561,8641,9161,8093,8203,725(95)(2.5%)
Operating expenses(1,485)(1,269)(1,437)(1,242)(1,510)(1,162)(2,679)(2,672)70.3%
EBITDAI
1,036 674 519 622 406 647 1,141 1,053
(88)(7.7%)
Finance income161614161516303113.3%
Finance expense(43)(56)(63)(81)(75)(74)(144)(149)(5)(3.5%)
Depreciation and amortisation(244)(251)(244)(268)(293)(297)(512)(590)(78)(15.2%)
Net investment income(1)2(3)(5)-2(8)210NM
Net earnings before income tax76438522328453294507347(160)(31.6%)
Tax income / (expense)100(116)(69)(127)(23)(72)(196)(95)10151.5%
Net earnings from continuing operations86426915415730222311252(59)(19.0%)
Net earnings from discontinuing operations11233558360.0%
Total net earnings for the period86527015616033227316260(56)(17.7%)
Capital expenditure excluding spectrum (250)(265)(286)(232)(252)(177)(518)(429)8917.2%
Reported EBITDAI margin41.1%34.7%26.5%33.4%21.2%35.8%29.9%28.3%(1.6pp)
Reported effective tax rate(13.1%)30.1%30.9%44.7%43.4%24.5%38.7%27.4%(11.3pp)
Capital expenditure to operating revenues and other gains(9.9%)(13.6%)(14.6%)(12.4%)(13.2%)(9.8%)(13.6%)(11.5%)2.1pp
Reported basic EPS
1
(cents) from continuing operations
46.114.58.48.71.612.017.013.6(3.4) (20.0%)
Reported diluted EPS (cents) from continuing operations46.014.58.48.81.612.017.013.6(3.4) (20.0%)
Reported basic EPS (cents) from discontinuing operations0.10.10.10.20.20.30.30.40.1 33.3%
Reported diluted EPS (cents) from discontinuing operations0.10.10.10.30.20.30.30.40.1 33.3%
1
Earnings per share
Group result - adjusted
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Adjusted operating revenues and other gains1,9501,9581,9761,8851,9391,7613,8613,700(161)(4.2%)
Adjusted operating expenses(1,440)(1,275)(1,446)(1,252)(1,491)(1,149)(2,698)(2,640)582.1%
Adjusted EBITDAI
510 683 530 633 448 612 1,163 1,060
(103)(8.9%)
Finance income161614161516303113.3%
Finance expense(43)(56)(63)(81)(75)(74)(144)(149)(5)(3.5%)
Depreciation and amortisation(248)(256)(251)(276)(300)(304)(527)(604)(77)(14.6%)
Adjusted net investment income(1)(3)(3)(5)-2(8)210NM
Adjusted net earnings before income tax23438422728788252514340(174)(33.9%)
Adjusted income tax expense(69)(116)(70)(102)(32)(81)(172)(113)5934.3%
Adjusted net earnings for the period16526815718556171342227(115)(33.6%)
Capital expenditure excluding spectrum (250)(265)(286)(232)(252)(177)(518)(429)8917.2%
Free cash flows excluding spectrum1153744628477253330330--%
Adjusted EBITDAI margin26.2%34.9%26.8%33.6%23.1%34.8%30.1%28.6%(1.5pp)
Adjusted effective tax rate29.5%30.2%30.8%35.5%36.4%32.1%33.5%33.2%(0.3pp)
Capital expenditure to adjusted operating revenues and other gains(12.8%)(13.5%)(14.5%)(12.3%)(13.0%)(10.1%)(13.4%)(11.6%)1.8pp
Adjusted basic EPS
1
(cents)
8.814.48.610.13.19.218.712.3(6.4) (34.2%)
Adjusted diluted EPS (cents)8.814.38.510.23.19.218.712.3(6.4)(34.2%)
1
Earnings per share
Declared Dividends
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
Ordinary dividends (cents per share)13.5013.5013.5014.0012.5012.5027.5025.00(2.50)(9.1%)
Total dividend (cents per share)13.5013.5013.5014.0012.5012.5027.5025.00(2.50)(9.1%)
Reported revenue, expenses, EBITDAI and NPAT exclude the results of the data centre business which has been classified as a discontinuing operation in the Financial Statements.
FY25 vs FY24
Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes one-off significant items (such as gains, expenses and impairments) individually greater than $25
million. In the year ended 30 June 2025, the net gain on sale of the remaining Connexa investment of $71 million, the transformation costs associated with Spark’s SPK-26 Operate Programme amounted to $53
million and any associated tax impacts were deemed significant to adjust. In the year ended 30 June 2024, the tax effects resulting from the government change to tax depreciation rules for buildings effective
for Spark from 1 July 2024 of $26 million was deemed a significant item to adjust. Adjusted revenue, expenses, EBITDAI and NPAT include the results of the data centre business which has been classified as a
discontinuing operation in the Financial Statements.
FY25 vs FY24
FY25 vs FY24
Spark New Zealand
Group operating revenues and other gains
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25
FY24FY25
Connectivity$m$m$m$m$m$m$m$m$m
%
Mobile service revenue4805005105004914961,010987(23)(2.3%)
Mobile non-service revenue25223823922524821846446620.4%
Total mobile7327387497257397141,4741,453(21)(1.4%)
Voice 12210994867872180150(30)(16.7%)
Broadband
1
313313309304302306613608(5)(0.8%)
Managed data and networks
2
11011211211110299223201(22)(9.9%)
Collaboration
2
394040404442808667.5%
Total connectivity1,3161,3121,3041,2661,2651,2332,5702,498(72)(2.8%)
Other
Cloud
2,3
105103109116118117225235104.4%
IT Services
3
879980767272156144(12)(7.7%)
Procurement and partners319265339209332206548538(10)(1.8%)
Data centres
3
1715222325254550511.1%
High-tech313435444143798456.3%
Other products7110168686357136120(16)(11.8%)
Total other6306176535366515201,1891,171(18)(1.5%)
Adjusted operating revenues1,9461,9291,9571,8021,9161,7533,7593,669(90)(2.4%)
Other gains429198323810231(71)(69.6%)
Adjusted operating revenues and other gains1,9501,9581,9761,8851,9391,7613,8613,700(161)(4.2%)
Adjusting items - Net gain on sale/divestment of Connexa584(1)---71-7171NM
Operating revenues from discontinuing operations(13)(14)(20)(21)(23)(23)(41)(46)(5)(12.2%)
Reported operating revenues and other gains2,5211,9431,9561,8641,9161,8093,8203,725(95)(2.5%)
1
Wireless broadband revenues and connections are included in broadband revenues and connections.
--
2
The total of these three products falls under IT products as referenced in the financial statements.
Group operating expenses
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
Product costs$m$m$m$m$m$m$m$m$m
%
Total mobile(255)(231)(253)(231)(251)(206)(484)(457)275.6%
Voice(51)(47)(43)(38)(36)(32)(81)(68)1316.0%
Broadband(164)(164)(161)(164)(162)(169)(325)(331)(6)(1.8%)
Managed data and networks
1
(64)(64)(67)(66)(59)(58)(133)(117)1612.0%
Collaboration
1
(15)(15)(17)(18)(19)(18)(35)(37)(2)(5.7%)
Cloud
1
(39)(33)(38)(47)(61)(50)(85)(111)(26)(30.6%)
IT services
1
(14)(19)(14)(28)(23)(26)(42)(49)(7)(16.7%)
Procurement and partners(292)(225)(315)(168)(307)(166)(483)(473)102.1%
Data centres(1)(1)(1)(1)(2)(1)(2)(3)(1)(50.0%)
High-tech(8)(11)(13)(21)(19)(20)(34)(39)(5)(14.7%)
Other product costs(46)(43)(22)(23)(26)(21)(45)(47)(2)(4.4%)
Total product costs(949)(853)(944)(805)(965)(767)(1,749)(1,732)171.0%
Labour(269)(242)(279)(233)(271)(172)(512)(443)6913.5%
Other operating expenses
Network support costs(45)(20)(40)(33)(52)(27)(73)(79)(6)(8.2%)
Computer costs(57)(52)(52)(63)(74)(58)(115)(132)(17)(14.8%)
Accommodation costs(23)(26)(29)(29)(29)(26)(58)(55)35.2%
Electricity - data centres
2
(2)(2)(2)(2)(3)(4)(4)(7)(3)(75.0%)
Electricity - non data centres(15)(15)(17)(17)(16)(18)(34)(34)--%
Advertising, promotions and communication(33)(23)(33)(21)(31)(27)(54)(58)(4)(7.4%)
Bad debts(4)(5)(7)(8)(10)(9)(15)(19)(4)(26.7%)
Other(43)(37)(43)(41)(40)(41)(84)(81)33.6%
(222)(180)(223)(214)(255)(210)(437)(465)(28)(6.4%)
Adjusted operating expenses(1,440)(1,275)(1,446)(1,252)(1,491)(1,149)(2,698)(2,640)582.1%
Spark Sport provision(52)(2)-------NM
Transformation costs----(29)(24)-(53)(53)NM
Operating expenses from discontinuing operations7891010111921210.5%
Reported operating expenses(1,485)(1,269)(1,437)(1,242)(1,510)(1,162)(2,679)(2,672)70.3%
2
Estimated electricity costs to run Spark Group's dedicated data centres.
Group FTEs
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
FTE permanent4,9765,1895,3565,0724,4563,7925,0723,792(1,280)(25.2%)
FTE contractors 182143977094557055(15)(21.4%)
Total FTE5,1585,3325,4535,1424,5503,8475,1423,847(1,295)(25.2%)
FY25 vs FY24
FY25 vs FY24
3
Spark has made minor reclassifications of segment revenues and costs between IT products, IT services, and data centres to more accurately reflect how these products are viewed. There is no change to the overall
Spark reported result because of these changes.
FY25 vs FY24
1
Spark has made minor reclassifications of segment revenues and costs between IT products, IT services, and data centres to more accurately reflect how these products are viewed. There is no change to
the overall Spark reported result because of these changes.
Spark New Zealand
Gross margin by product
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Total mobile47750749649448850899099660.6%
Voice7162514842409982(17)(17.2%)
Broadband149149148140140137288277(11)(3.8%)
Managed data and networks
1
4648454543419084(6) (6.7%)
Collaboration
1
242523222524454948.9%
Cloud
1
667071695767140124(16) (11.4%)
IT services
1
73806648494611495(19) (16.7%)
Procurement and partners2740244125406565--%
Data centres
1
161421222324434749.3%
High-tech2323222322234545--%
Other products2558464537369173(18)(19.8%)
Adjusted product gross margin
997 1,076 1,013 997 951 986
2,0101,937(73)(3.6%)
Other gains429198323810231(71) (69.6%)
Adjusted gross margin
1,001 1,105 1,032 1,080 974 994
2,1121,968(144) (6.8%)
Gross margin from discontinuing operations
1314202023 22
40455 12.5%
Gain on sale/divestment of Connexa
584(1)--- 71
-7171NM
Reported gross margin
1,598 1,118 1,052 1,100 997 1,087
2,1522,084(68)(3.2%)
Finance expense & income
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Finance expense
Finance expense on debt(22)(28)(33)(42)(41)(38)(75)(79)(4) (5.3%)
Other interest and finance expenses(7)(5)(8)(15)(10)(10)(23)(20)3 13.0%
Lease interest expense(15)(24)(24)(24)(25)(26)(48)(51)(3) (6.3%)
Leased customer equipment interest expense(4)(3)(4)(4)(3)(3)(8)(6)2 25.0%
(48)(60)(69)(85)(79)(77)(154)(156)(2) (1.3%)
Capitalised interest546443107(3) (30.0%)
(43)(56)(63)(81)(75)(74)(144)(149)(5) (3.5%)
Finance income
Finance lease interest income44444488--%
Other interest income121210121112222314.5%
161614161516303113.3%
Depreciation and amortisation expense
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Depreciation and amortisation expense
Depreciation - property, plant and equipment(114)(113)(112)(123)(147)(138)(235)(285)(50) (21.3%)
Depreciation - right-of-use assets(36)(39)(42)(47)(50)(55)(89)(105)(16) (18.0%)
Depreciation - leased customer equipment assets(19)(17)(17)(16)(13)(14)(33)(27)6 18.2%
Amortisation - intangible assets(79)(87)(80)(90)(90)(97)(170)(187)(17) (10.0%)
Adjusted depreciation and amortisation expense(248)(256)(251)(276)(300)(304)(527)(604)(77) (14.6%)
Depreciation and amortisation expense from discontinuing operations4578771514(1) (6.7%)
Reported depreciation and amortisation expense(244)(251)(244)(268)(293)(297)(512)(590)(78) (15.2%)
Net investment income
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
Net investment income$m$m$m$m$m$m$m$m$m%
Share of associates' and joint ventures' net losses(3)(9)(8)(9)(6)-(17)(6)11 64.7%
Interest income on loans receivable from associates and joint ventures266662128(4) (33.3%)
Impairment of investments---(2)--(2)-2 100.0%
Net disposal and remeasurement of equity accounted investments--(1)---(1)-1 100.0%
Adjusted net investment income(1)(3)(3)(5)-2(8)210NM
Net gain on dilution of the investment in the Connexa group-5----- --NM
Reported net investment income(1)2(3)(5)-2(8)210NM
FY25 vs FY24
FY25 vs FY24
FY25 vs FY24
1
Spark has made minor reclassifications of segment revenues and costs between IT products, IT services, and data centres to more accurately reflect how these products are viewed. There is no change to the
overall Spark reported result because of these changes.
FY25 vs FY24
Spark New Zealand
Core Connectivity
Analysis & KPIs - Mobile
Consumer & SMEH1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
Pay monthly
Connections (k)1,1461,1751,1891,1931,2021,1991,1931,19960.5%
ARPU ($)44.3644.4945.5144.3644.2545.1244.9344.68(0.25)(0.6%)
Prepaid
Connections (k)1,1181,1731,2101,1731,1061,1121,1731,112(61)(5.2%)
ARPU ($)17.2616.9116.0915.8816.2116.0015.9916.100.110.7%
Total Consumer & SME mobile service revenue ($m)410427438431428433869861(8)(0.9%)
Enterprise & Government
Pay monthly
Connections (k)325334336324317318324318(6)(1.9%)
ARPU ($)32.1631.0530.4929.4526.68 25.8130.4426.22(4.22) (13.9%)
Total Enterprise & Government mobile service revenue ($m)626262585149120100(20)(16.7%)
Wholesale & other
1
Mobile service revenue ($m)811101112142126523.8%
Total mobile service revenue4805005105004914961,010987(23)(2.3%)
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
Total mobile$m$m$m$m$m$m$m$m$m
%
Mobile service revenue4805005105004914961,010987(23) (2.3%)
Mobile non-service revenue
2
25223823922524821846446620.4%
Total mobile revenue7327387497257397141,4741,453(21) (1.4%)
Mobile product costs
3
(255)(231)(253)(231)(251)(206)(484)(457)275.6%
Mobile gross margin47750749649448850899099660.6%
Mobile gross margin %65.2%68.7%66.2%68.1%66.0% 71.1%67.2%68.5%1.3pp
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
000's000's000's000's000's000's000's000's000's
%
Pay monthly connections1,4711,5091,5251,5171,519 1,5171,5171,517--%
Prepaid connections1,1181,1731,2101,1731,106 1,1121,1731,112(61) (5.2%)
Internal connections44444343(1) (25.0%)
Total mobile connections
4
2,5932,6862,7392,6942,629 2,6322,6942,632(62) (2.3%)
Total ARPU ($)31.3030.7830.6630.0330.17 30.4130.3530.29(0.06) (0.2%)
1
Includes MVNO revenue, but excludes other customer segment mobile revenue which is now captured in non-service revenue.
2
Mobile non-service revenue includes handset sales and mobile interconnect.
3
Includes handset, interconnect and cellphone tower access costs.
4
Mobile connections excluding MVNO connections but including legacy machine to machine and SIM based SmartWatch connections and internal connections.
Analysis & KPIs - IoT
1
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
000's000's000's000's000's000's000's000's000's
%
Total IoT connections1,1601,4611,7992,0482,2502,3762,0482,37632816.0%
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m
%
Total IoT revenue141620262523464824.3%
IoT product costs(6)(9)(9)(17)(13)(13)(26)(26)--%
IoT gross margin8711912102022210.0%
IoT gross margin %57.1%43.8%55.0%34.6%48.0%43.5%43.5%45.8%2.4pp
1
IoT is defined as core connectivity but is currently classified within the High-tech product in revenue and expenses.
FY25 vs FY24
FY25 vs FY24
FY25 vs FY24
FY25 vs FY24
FY25 vs FY24
Spark New Zealand
Other connectivity
Analysis & KPIs - Voice
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
000's000's000's000's000's000's000's000's000's
%
POTS and ISDN11291695949395939(20)(33.9%)
VoIP6059535148495149(2)(3.9%)
Voice over wireless148866565(1)(16.7%)
Total voice connections1861581301161039311693(23)(19.8%)
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25
FY24 FY25
$m$m$m$m$m$m$m$m$m
%
Total voice revenue12210994867872180150(30)(16.7%)
Voice product costs
1
(51)(47)(43)(38)(36)(32)(81)(68)13 16.0%
Voice gross margin
7162514842 409982
(17)(17.2%)
Voice gross margin %58.2%56.9%54.3%55.8%53.8% 55.6%55.0%54.7% (0.3pp)
1
Includes voice access (baseband), interconnect, and international calling costs.
Analysis & KPIs - Broadband
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
000's000's000's000's000's000's000's000's000's
%
Copper7964544336264326(17)(39.5%)
Fibre423426427428424422428422(6)(1.4%)
Wireless202209214216218213216213(3)(1.4%)
Total broadband connections704699695687678661687661(26)(3.8%)
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m
%
Total broadband revenue313313309304302306613608(5)(0.8%)
Broadband product costs
2
(164)(164)(161)(164)(162)(169)(325)(331)(6) (1.8%)
Broadband gross margin149149148140140137
288277
(11)(3.8%)
Broadband gross margin %47.6%47.6%47.9%46.1%46.4%44.8%47.0%45.6%(1.4pp)
2
Includes broadband access (UBA/UCLL/Fibre) and modem costs.
Analysis & KPIs - Managed data and networks
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m
%
Managed data and networks revenue11011211211110299223201(22)(9.9%)
Managed data and networks product costs
3
(64)(64)(67)(66)(59)(58)(133)(117)1612.0%
Managed data and networks gross margin4648454543419084(6)(6.7%)
Managed data and networks gross margin %41.8%42.9%40.2%40.5%42.2%41.4%40.4%41.8%1.4pp
3
Includes wide area network access, international data, network backhaul and videoconferencing platform costs.
Analysis & KPIs - Collaboration
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m
%
Collaboration revenue394040404442808667.5%
Collaboration product costs(15)(15)(17)(18)(19)(18)(35)(37)(2)(5.7%)
Collaboration gross margin242523222524454948.9%
Collaboration gross margin %61.5%62.5%57.5%55.0%56.8%57.1%56.3%57.0%0.7pp
Voice connections by typeFY25 vs FY24
FY25 vs FY24
FY25 vs FY24
FY25 vs FY24
Broadband connections by technologyFY25 vs FY24
FY25 vs FY24
Spark New Zealand
Other
Analysis & KPIs - Data centres
1
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Data centre revenue
2
1715222325254550511.1%
Data centre product cost(1)(1)(1)(1)(2)(1)(2)(3)(1)(50.0%)
Data centre gross margin161421222324434749.3%
Data centre gross margin%94.1%93.3%95.5%95.7%92.0%96.0%95.6%94.0%(1.6pp)
Data centre KPIsH1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
Data centre capacity built (in MW)111122222223222314.5%
Data centre capacity under construction (in MW)1111111-1-(1)(100.0%)
Data centre development pipeline (in MW)19197070118130701306085.7%
Total capacity (in MW)41419393141153
93
1536064.5%
Weighted average lease term with options (WALE)
3
16.916.916.415.915.414.916.215.1(1.1) (6.8%)
Contracted utilisation dedicated data centres
4
84%84%88%88%88%87%88%88%-%
Target power usage effectiveness (PUE)N/AN/A1.21.21.21.21.2 1.2 --%
PUE - Legacy data centre assets1.541.561.571.571.601.601.57 1.60 (0.03)(1.9%)
4
Includes contracted and reserved racks at dedicated data centres and exchanges.
Analysis & KPIs - Cloud
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Cloud revenue
1
105103109116118117225235104.4%
Cloud product costs
1
(39)(33)(38)(47)(61)(50)(85)(111)(26) (30.6%)
Cloud gross margin667071695767140124(16)(11.4%)
Cloud gross margin%62.9%68.0%65.1%59.5%48.3%57.3%62.2%52.8%(9.4pp)
Analysis & KPIs - IT services
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Service management revenue
1
767968646155132116(16) (12.1%)
Security revenue1120121211172428416.7%
Service management and security revenue879980767272156144(12)(7.7%)
Service management and security product costs(14)(19)(14)(28)(23)(26)(42)(49)(7)(16.7%)
Service management and security gross margin738066484946
11495
(19)(16.7%)
Service management and security gross margin %83.9%80.8%82.5%63.2%68.1%63.9%73.1%66.0%(7.1pp)
Analysis & KPIs - Procurement and partners
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Procurement and partners revenue319265339209332206548538(10)(1.8%)
Procurement and partners product costs(292)(225)(315)(168)(307)(166)(483)(473)102.1%
Procurement and partners gross margin2740244125406565--%
Procurement and partners gross margin %8.5%15.1%7.1%19.6%7.5%19.4%11.9%12.1%0.2pp
FY25 vs FY24
FY25 vs FY24
FY25 vs FY24
FY25 vs FY24
2
Spark has made minor reclassifications of segment revenues and costs between IT products, IT services, and data centres to more accurately reflect how these products are viewed. There is no change to the
overall Spark reported result because of these changes.
3
Based on a total contract value weighted average of remaining lease years for global cloud/content provider contracts. Prior periods have been restated to reflect a change in reporting methodology, now
considering the remaining contract terms rather than the contract length at commencement.
FY25 vs FY24
1
This represents a total data centre view, the majority of which has been classified a discontinuing operation in the Financial Statements.
1
Spark has made minor reclassifications of segment revenues and costs between IT products, IT services, and data centres to more accurately reflect how these products are viewed. There is no change to the
overall Spark reported result because of these changes.
1
Spark has made minor reclassifications of segment revenues and costs between IT products, IT services, and data centres to more accurately reflect how these products are viewed. There is no change to the
overall Spark reported result because of these changes.
Spark New Zealand
Statement of cash flows
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Cash flows from operating activities
Receipts from customers 1,975 1,815 1,972 1,739 1,977 1,717 3,7113,694(17)(0.5%)
Receipts from interest 16 13 13 15 15 14 282913.6%
Payments to suppliers and employees (1,460) (1,270) (1,519) (1,134) (1,566) (1,145)(2,653) (2,711)(58)(2.2%)
Payments for income tax (120) (70) (101) (88) (78) (108)(189)(186)31.6%
Payments for interest on debt (23) (32) (31) (49) (46) (44)(80)(90)(10)(12.5%)
Payments for interest on leases (15) (22) (23) (23) (24) (26)(46)(50)(4)(8.7%)
Payments for interest on leased customer equipment assets (4) (3) (4) (3) (3) (3)(7)(6)114.3%
Net cash flows from operating activities 369 431 307 457 275 405 764680(84)(11.0%)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 1 10 14 20 2 - 342(32)(94.1%)
Proceeds from sale of business 894 (1) - 4 - 8 484100.0%
Proceeds from long-term investments - - - 7 - 326 7326319NM
Receipts from finance leases 1 2 1 - - - 1-(1)(100.0%)
Receipts from loans receivable - 11 10 - 3 - 103(7)(70.0%)
Payments for purchase of business, net of cash acquired - - (2) (3) (2) - (5)(2)360.0%
Payments for, and advances to, long-term investments (2) (1) (1) - - - (1)-1100.0%
Payments for purchase of property, plant and equipment, intangibles
(excluding spectrum) and capacity
(246) (229) (347) (235) (228) (204)(582)(432)15025.8%
Payments for spectrum intangible assets - (6) - (8) - (10)(8)(10)(2)(25.0%)
Payments for capitalised interest (5) (4) (6) (4) (4) (3)(10)(7)330.0%
Net cash flows from investing activities 643 (218) (331) (219) (229) 117 (550)(112)43879.6%
Cash flows from financing activities -
Net proceeds from/(repayments of) debt (517) 54 489 21 190 (387)510(197)(707)NM
Payments for dividends (234) (252) (249) (245) (160) (142)(494)(302)19238.9%
Payments for share buy-back - (146) (159) - - - (159)-159100.0%
Payments for leases (31) (33) (38) (40) (44) (48)(78)(92)(14)(17.9%)
Receipts from lease incentive - - - - 22 - -2222NM
Payments for leased customer equipment assets (15) (22) (20) (14) (11) (13)(34)(24)1029.4%
Net cash flows from financing activities (797) (399) 23 (278) (3) (590)(255)(593)(338)NM
Net cash flows 215 (186) (1) (40) 43 (68)(41)(25)1639.0%
Opening cash position 71 286 100 99 59 102 10059(41)(41.0%)
Closing cash position
1
286 100 99 59 102 34 5934(25)(42.4%)
Analysis & KPIs - Free cash flows and movement in working capital
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Reported EBITDAI 1,036 674 519 622 406 647 1,141 1,053 (88)(7.7%)
EBITDAI from discontinuing operations 6 6 11 11 13 12 22 25 3 13.6%
Adjusting items and non cash other gains(536) (11) (20) (58) 6 (54) (78) (48) 30 38.5%
EBITDAI for free cash flow
506 669 510 575 425 605 1,085 1,030 (55)(5.1%)
Less
Cash paid on maintenance capital expenditure (200) (128) (261) (89) (169) (124) (350) (293) 57 16.3%
Cash paid on interest (26) (44) (45) (60) (58) (59) (105) (117) (12)(11.4%)
Cash paid on tax payments (120) (70) (101) (88) (78) (108) (189) (186) 3 1.6%
Cash paid on leases (45) (53) (57) (54) (43) (61) (111) (104) 7 6.3%
Total cash payments on items above (391) (295) (464) (291) (348) (352) (755) (700) 55 7.3%
Free cash flow 115 374 46 284 77 253 330 330 - -%
Change in working capital
Change in receivables 59 (126) 27 (78) 80 (57) (51) 23 74 NM
Change in payables (3) 53 (20) 65 41 (50) 45 (9) (54)NM
Change in inventory (1) 28 (27) 18 (25) 32 (9) 7 16 NM
Change in contract assets (3) (30) (8) 12 (6) 4 4 (2) (6)NM
Change in prepayments (excluding CAPEX) (22) 31 (45) 36 (66) 58 (9) (8) 1 11.1%
Total change in working capital - (increase)/decrease 30 (44) (73) 53 24 (13) (20) 11 31 NM
Cash paid on growth capital expenditure (51) (105) (92) (140) (57) (70) (232) (127) 105 45.3%
Free cash flow including working capital and growth cash capex 94 225 (119) 197 44 170 78 214 136 NM
Analysis & KPIs - Reconciliation to new free cash flow definition
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
$m$m$m$m$m$m$m$m$m%
Adjusted free cash flow (FY25 definition) 115 374 46 284 77 253 330 330 - -%
Include: Working capital 30 (44) (73) 53 24 (13) (20) 11 31 NM
Additional BAU cash capex - - - - - -
0
- - - NM
Adjusted free cash flow (new definition)
145 330 (27) 337 101 240
310 341 31 10.0%
FY25 vs FY24
FY25 vs FY24
1
H1 FY25 closing cash position includes cash of $100m and cash classified as assets held for sale of $2m.
FY25 vs FY24
Spark New Zealand
Group capital expenditure (Capex)
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
Maintenance Capex
1
$m$m$m$m$m$m$m$m$m%
Cloud(11)(8)(24)(13)(9)(2)(37)(11)2670.3%
Fixed network & International cable capacity(35)(58)(55)(10)(37)(26)(65)(63)23.1%
IT systems(62)(54)(80)(67)(73)(75)(147)(148)(1) (0.7%)
Mobile network(77)(21)(65)(24)(91)(29)(89)(120)(31) (34.8%)
Property(11)(12)(7)(4)(4)(3)(11)(7)436.4%
Other(4)(6)(4)(6)(1)-(10)(1)9 90.0%
Total maintenance capex excluding spectrum(200)(159)(235)(124)(215)(135)(359)(350)92.5%
Growth Capex
1
5G Acceleration & SA Readiness -(42)(32)(74)(23)(28)(106)(51)55 51.9%
Data centres(50)(64)(19)(22)(14)(14)(41)(28)1331.7%
Converged Tech---(12)--(12)-12 100.0%
Total growth capex excluding spectrum(50)(106)(51)(108)(37)(42)(159)(79)8050.3%
Total capex excluding spectrum(250)(265)(286)(232)(252)(177)(518)(429)8917.2%
Mobile spectrum--(23)---(23)-23 100.0%
Total capex including spectrum(250)(265)(309)(232)(252)(177)(541)(429)11220.7%
Cash Capex
Growth(51)(105)(92)(140)(57)(70)(232)(127)105 45.3%
Maintenance(200)(128)(261)(89)(169)(124)(350)(293)5716.3%
Total cash capex excluding spectrum(251)(233)(353)(229)(226)(194)(582)(420)162 27.8%
1
From FY26 maintenance and growth capex will be classified as BAU and strategic capex as illustrated below.
Group capital expenditure (Capex) - updated to align to new capital management framework
H1 FY23 H2 FY23 H1 FY24 H2 FY24 H1 FY25 H2 FY25FY24FY25
BAU Capex$m$m$m$m$m$m$m$m$m%
Cloud(11)(8)(24)(13)(9)(2)(37)(11)2670.3%
Fixed network & International cable capacity(35)(58)(55)(10)(37)(26)(65)(63)23.1%
IT systems(62)(54)(80)(67)(73)(75)(147)(148)(1) (0.7%)
Mobile network(77)(21)(65)(24)(91)(29)(89)(120)(31) (34.8%)
Property(11)(12)(7)(4)(4)(3)(11)(7)436.4%
Other(4)(6)(4)(6)(1)-(10)(1)9 90.0%
5G Acceleration & SA Readiness -(42)(32)(74)(23)(28)(106)(51)55 51.9%
Converged tech---(12)--(12)-12 100.0%
Total BAU capex excluding spectrum(200)(201)(267)(210)(238)(163)(477)(401)7615.9%
Strategic Capex
Data centres(50)(64)(19)(22)(14)(14)(41)(28)1331.7%
Total capex excluding spectrum(250)(265)(286)(232)(252)(177)(518)(429)8917.2%
Mobile spectrum--(23)---(23)-23 100.0%
Total capex including spectrum(250)(265)(309)(232)(252)(177)(541)(429)11220.7%
Cash Capex
BAU(201)(169)(334)(207)(212)(162)(541)(374)16730.9%
Strategic(50)(64)(19)(22)(14)(32)(41)(46)(5) (12.2%)
Total cash capex excluding spectrum(251)(233)(353)(229)(226)(194)(582)(420)162 27.8%
FY25 vs FY24
Capital expenditure is the additions to property, plant and equipment and intangible assets (excluding goodwill, acquisitions and other non-cash additions that may be required by NZ IFRS, such as
decommissioning costs) and additions to capacity right-of-use assets where such additions are paid upfront.
FY25 vs FY24
Capital expenditure is the additions to property, plant and equipment and intangible assets (excluding goodwill, acquisitions and other non-cash additions that may be required by NZ IFRS, such as
decommissioning costs) and additions to capacity right-of-use assets where such additions are paid upfront.
Spark New Zealand
Reconciliation of reported to adjusted net earnings
FY25
Operating revenues and other gains
3,72546(71)3,700
Operating expenses
(2,672)(21)53(2,640)
Total EBITDAI
1,05325(18)1,060
Net finance income
(118)
0
-(118)
Depreciation and amortisation
(590)(14)-(604)
Net investment income
2--2
Total net earnings before tax
34711(18)340
Net tax expense
(95)(3)(15)(113)
Net earnings
2528(33)227
FY24
Operating revenues and other gains
3,82041-3,861
Operating expenses
(2,679)(19)-(2,698)
Total EBITDAI
1,14122-1,163
Net finance income
(114)--(114)
Depreciation and amortisation
(512)(15)-(527)
Net investment income
(8)--(8)
Total net earnings before tax
5077-514
Net tax expense
(196)(2)26(172)
Net earnings
311526342
3
Adjustment for tax effects of zero-rating of tax depreciation on buildings.
Reported (continuing operations)
Discontinuing operations
1
Adjusting items
3
Total adjusted
1
The data centre business has been classified as a discontinuing operation in FY25, see note 1.5 of the financial statements for further details.
2
Adjustments for the gain on sale of Connexa of $71m other gains and the $53m one-off costs in association with the implementation of SPK-26 Operate Programme.
Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes one-off significant items (such as gains, expenses and impairments) individually greater
than $25 million. In the year ended 30 June 2025, the net gain on sale of the remaining Connexa investment of $71 million, the transformation costs associated with Spark’s SPK-26 Operate
Programme amounted to $53 million and any associated tax impacts were deemed significant to adjust. In the year ended 30 June 2024, the tax effects resulting from the government change to tax
depreciation rules for buildings effective for Spark from 1 July 2024 of $26 million was deemed a significant item to adjust. Adjusted revenue, expenses, EBITDAI and NPAT include the results of the
data centre business which has been classified as a discontinuing operation in the Financial Statements.
Reported (continuing operations)
Discontinuing operations
1
Adjusting items
2
Total adjusted
---
Corporate Governance
Statement FY25
2
Spark New Zealand Annual Corporate Governance Statement FY25
The Board and management of Spark New Zealand Limited (Spark) are committed to
maintaining high standards of corporate governance. Spark’s governance structures and
processes are regularly reviewed and assessed by the Board to ensure that they are
consistent with international best practice.
Spark is required to report against the NZX Corporate Governance Code (NZX Code)
and as part of its commitment to best practice governance, has elected to take into
consideration and substantially complies with the ASX Corporate Governance Council’s
Principles and Recommendations (the Fourth Edition).
This statement is a snapshot view of Spark’s practices, processes and policies measured
against the principles of the NZX Code for the period from 1 July 2024 to 30 June 2025.
It was approved by the Board on 19 August 2025 and is accurate as at that date.
Annual Corporate Governance
Statement FY25
Justine Smyth, CNZM
Chair
Recommendation 1.1
The Board should document minimum standards of ethical behaviour
to which the issuer’s directors and employees are expected to adhere
(a code of ethics).
Spark has an integrated company-wide compliance framework.
A Code of Ethics (which applies to all employees) and Directors’ Code
of Ethics, together set out the standards by which our people are
expected to conduct themselves.
These Codes provide guidance on decision-making and set out to
instill a culture of acting lawfully, ethically, and responsibly. The Code
of Ethics contains links to Spark’s core policies, and details our values
and expected behaviours. It also sets out Spark’s approach to conflicts
of interest, bribery and corruption, gifts and hospitality, confidentiality,
use of assets and information, and compliance with laws. Also set out
in the codes are Spark’s compliance escalation procedures that are
designed to be used to report breaches of Spark’s legal obligations,
the Codes themselves, or other Spark policies. Any breaches can be
reported either through Spark’s ‘Honesty Box’ confidential whistle-
blowing online portal or direct to the CEO or Digital Trust team.
Training on Spark’s Code of Ethics and how to apply these is
compulsory for all employees and delivered through a series of online
modules within Spark’s learning management system. This training
forms part of the onboarding journey for new employees, and annual
completion of the module for existing employees is required to
maintain compliance. We reinforce this training through regular
reminders from People Leaders and broader internal communication
across the business. The module content is reviewed annually and
updated to reflect any code/policy changes, if necessary. We also
embed relevant aspects of the Code into Spark ‘plays’. Plays are
one-page online guides on how to carry out common activities at
Spark. The Directors’ Code of Ethics is provided to new directors as
part of their induction.
Recommendation 1.2
An issuer should have a financial product dealing policy which
applies to employees and directors.
Spark’s Insider Trading Policy and Disclosure Policy (together with the
associated procedures for implementation) are two core policies that
address the treatment of material information and trading in Spark
and other issuers’ financial products while in possession of material
information.
These policies apply to all directors, senior managers and employees
of the Spark group of companies.
The Code of Ethics, Directors’ Code of Ethics, Insider
Trading Policy and the Disclosure Policy can be found at:
spark.co.nz/governance
3
Spark New Zealand Annual Corporate Governance Statement FY25
“Directors should set high standards of ethical behaviour,
model this behaviour and hold management accountable for these
standards being followed throughout the organisation.”
PRINCIPLE 1:
Ethical Standards
“To ensure an effective board, there should be a balance of
independence, skills, knowledge, experience and perspectives.”
Recommendation 2.1
The Board of an issuer should operate under a written charter which
sets out the roles and responsibilities of the Board. The Board charter
should clearly distinguish and disclose the respective roles and
responsibilities of the Board and management.
The Board of Directors is elected by shareholders to protect and
enhance the value of the assets of Spark in the interests of Spark and
its shareholders. The Board has statutory responsibility for the affairs
and activities of Spark, which in practice is achieved through
delegation to the Chief Executive Officer (CEO) and those who are
charged with the day-to-day leadership and management of Spark.
The CEO has formally delegated certain authorities to direct reports
and has established an empowerment (delegated authority)
framework that sets out decision rights at Spark.
More information regarding the respective roles and responsibilities
of the Board and management is set out in the Board Charter.
The Board regularly reviews and assesses Spark’s governance
structures and processes to ensure that they are consistent with
international best practice in both form and substance.
PRINCIPLE 2:
Recommendation 2.2
Every issuer should have a procedure for the nomination and
appointment of directors to the Board.
The procedures for the appointment and removal of directors are
governed by Spark’s constitution, the Companies Act 1993 and
relevant stock exchange listing rules.
Recommendations for nominations of new directors are generally made
by the Nominations and Corporate Governance Committee (NOMs)
and considered by the Board as a whole. External consultants are from
time to time used to access a wide base of potential candidates and
to review and provide input on the suitability of candidates for
appointment.
When recommending a candidate to act as director, the NOMs takes
into account factors including the candidate’s experience, qualifications,
and personal qualities. In doing so Spark will undertake appropriate
checks, including as to the candidate’s character, education, criminal
record, and bankruptcy history. The NOMs will review the candidate’s
skills and experience relative to the Board skills matrix to determine
whether they will augment the existing Board skillset and assess their
availability to commit themselves to the role.
If the Board appoints a new Director during the financial year, that
person will stand for election by shareholders at the next annual
meeting. Shareholders are provided with relevant information on the
candidates standing for election in the notice of meeting.
Recommendation 2.3
An issuer should enter into written agreements with each newly
appointed director establishing the terms of their appointment.
Each Director has a signed letter of appointment or employment
agreement setting out the terms of their appointment, including their
duties, terms, conditions of appointment, expectations of the role, and
remuneration. Spark directors have no fixed term of office but are
subject to the retirement provisions contained in Spark’s constitution
and relevant stock exchange listing rules.
Board composition
and performance
The Board Charter can be found at:
spark.co.nz/governance
4
Spark New Zealand Annual Corporate Governance Statement FY25
Recommendation 2.4
Every issuer should disclose information about each director in its
annual report or on its website, including:
a. a profile of experience, length of service and ownership interests;
b. the director’s attendance at board meetings; and
c. the Board’s assessment of the director’s independence, including
a description as to why the Board has determined the director to
be independent if one of the factors listed in table 2.4 applies to
the director, along with a description of the interest, relationship
or position that triggers the application of the relevant factor.
A biography of each Board member can be found on Spark’s website,
see spark.co.nz/leadership, with key information about each Board
member also outlined on page 20 of the FY25 Annual Report.
The Board skills matrix that outlines the qualifications, capabilities,
geographical location, tenure, and gender of each member of the
Board can be found in the Governance section of the FY25 Annual
Report.
Board and Committee meeting attendance can be found on page 57
of the FY25 Annual Report.
The Board’s statement regarding Director independence can be found
on page 56 of the FY25 Annual Report.
Recommendation 2.5
An issuer should have a written diversity policy which includes
requirements for the Board or a relevant committee of the Board to
set measurable objectives for achieving diversity (which, at a
minimum, should address gender diversity) and to assess annually
both the objectives and the entity’s progress in achieving them. An
Issuer within the S&P/NZX20 Index at the commencement of its
reporting period should have a measurable objective for achieving
gender diversity in relation to the composition of its Board, that is to
have not less than 30% of its directors being male, and not less than
30% of its directors being female, within a specified period. An issuer
should disclose its diversity policy or a summary of it.
Spark’s Board believes that diverse teams and diversity of thought are
essential for driving strategic growth, enhancing customer experience,
and improving overall business performance.
Spark’s commitment to diversity, equity, and inclusion is a strategic
business priority, and there is an ongoing focus on attracting, retaining,
and progressing a diverse range of people across the business. We
have measurable ambitions to improve female representation, lift
Māori and Pasifika participation, and reduce our median gender pay
gap, and these are reported on annually.
For our people, Diversity and Inclusion at Spark is symbolised through
the Blue Heart programme, which celebrates the many cultures and
communities that our people are a part of, and supports them to build
their own cultural competency through a range of learning and
professional development opportunities.
Spark’s Diversity and Inclusion Policy sets out the requirement for the
Board to set and review measurable objectives for achieving diversity
each year. As a baseline for measurable objectives for diversity of
Board composition, the policy requires Spark has an objective of, or in
excess of, that the composition of the Board is not to have less than
30% of its directors being male and not less than 30% of its directors
being female, within a specified period.
The Human Resources and Compensation Committee (HRCC)
annually reviews and reports to the Board on the relative proportion
of gender diversity that makes up Spark’s workforce and recommends
objectives to the Board, assesses progress towards these objectives
and ensures transparency through disclosures in the Annual Report.
Further details on ‘Diversity, equity and inclusion’ at Spark, and
reporting on our workforce demographics, can be found in the ‘Our
People’ section of the FY25 Annual Report.
PRINCIPLE 2:
Board composition
and performance (continued)
A copy of Spark’s Diversity and
Inclusion policy can be found at:
spark.co.nz/governance
5
Spark New Zealand Annual Corporate Governance Statement FY25
PRINCIPLE 2:
Board composition
and performance (continued)
Recommendation 2.6
Directors should undertake appropriate training to remain current on
how to best perform their duties as directors of an issuer.
The Board introduces new directors to management and business
operations through tailored induction programmes designed to meet
individual requirements. Directors receive regular updates on
pertinent industry developments and company matters, which include
site visits to Spark facilities and briefings from key members of the
Leadership Squad or external experts. The Board expects all directors
to undertake continuous education so that they may appropriately and
effectively perform their duties.
Recommendation 2.7
The Board should have a procedure to regularly assess director, board
and committee performance.
The Board regularly discusses governance and performance and
annually reviews its own performance as a whole against the Board
Charter and each Committee’s performance against its Charter. The
Chair meets with directors to discuss the performance of each director
individually.
Board evaluations are undertaken annually to seek director and
Leadership Squad feedback on a range of matters relating to Board
performance, including its role and composition and engagement
with management, shareholders and stakeholders. The collective
results of the evaluation are then reported to the Board by the Chair
and discussed individually with directors. The last Board evaluation
review was undertaken in June 2025.
Recommendation 2.8
A majority of the Board should be independent directors.
Spark’s Board Charter requires that a majority of directors be
independent. When assessing independence, the Board will consider
whether a Director is free of material relationships with Spark (other
than as a director) and other entities, and people who could influence,
or could reasonably be perceived to influence, the Director’s capacity
to exercise independent judgement and act in the best interests of
Spark and Spark’s shareholders generally. The mere existence of a
relationship with Spark, or a customer or supplier, may not necessarily
mean that the Director is not independent. Rather, the Board will
assess each relationship on a case-by-case basis to determine whether
it is material and might compromise the independence, or perceived
independence, of the director. The Board will also consider the tenure
of each Director when assessing independence and succession
planning.
Recommendation 2.9
An issuer should have an independent chair of the Board.
The Chair is elected by the Board. The Chair’s role is to manage and
provide leadership to the Board and to facilitate the Board’s interface
with the CEO. The current Chair, Justine Smyth, is a Non-executive and
Independent Director as required by the Board Charter. The Board
does not have a Deputy Chair.
Recommendation 2.10
The chair and the CEO should be different people.
The Board supports the separation of the roles of Chair and the CEO.
The current CEO Jolie Hodson, is an Executive Director.
6
Spark New Zealand Annual Corporate Governance Statement FY25
Spark’s Board establishes committees to assist in the execution of the
Board’s responsibilities. Board committees do not act or make
decisions on behalf of the Board unless specifically mandated by prior
Board authority to do so.
The current committees of the Board are:
• Audit and Risk Management Committee (ARMC);
• Human Resources and Compensation Committee (HRCC); and,
• Nominations and Corporate Governance Committee (NOMs).
Other committees may be established from time to time to consider
matters of special importance or to exercise the delegated authority of
the Board.
Recommendation 3.1
An issuer’s audit committee should operate under a written charter.
An audit committee should only comprise non-executive directors of
the issuer. One member of the committee should be both independent
and have an adequate accounting or financial background. The chair of
the audit committee should be an independent director and not the
chair of the Board.
The Board has delegated responsibility to the ARMC for reviewing
Spark’s principal risks on an at least annual basis. This ensures an
established risk management framework that:
• includes policies and procedures to effectively identify, treat, and
monitor principal business risks;
• assesses the effectiveness of the risk management system and
ensures it is fit for purpose; and
• monitors compliance with the risk management framework.
The ARMC is also tasked with ensuring the quality, credibility, and
objectivity of Spark’s accounting processes, including financial
reporting. The ARMC will discuss interim financial statements with the
Leadership Squad, including whether the reporting is consistent with
the Committee members’ information and knowledge and whether it
is adequate for shareholder needs.
The ARMC is comprised solely of non-executive directors. The current
Chair of the ARMC is Gordon MacLeod, who is an Independent
Director with an accounting and financial background and is not the
Chair of the Board.
The members of the ARMC and their key skills and capabilities can be
found on pages 55 to 57 of the FY25 Annual Report.
Recommendation 3.2
Employees should only attend audit committee meetings at the
invitation of the audit committee.
Spark management and employees can only attend ARMC meetings
at the invitation of the Committee.
Recommendation 3.3
An issuer should have a remuneration committee which operates
under a written charter (unless this is carried out by the whole Board).
At least a majority of the remuneration committee should be
independent directors. Management should only attend remuneration
committee meetings at the invitation of the remuneration committee.
The HRCC is responsible for reviewing Spark’s remuneration policy
and practices, as well as Spark’s overall human resources strategy,
structure, policy, and practices. The remuneration of directors is
reviewed by the HRCC – taking account of Spark’s size and complexity
and the responsibilities, skills, performance, and experience of the
directors – with recommendations made to the Board for approval.
The HRCC is comprised of a majority of independent directors.
Spark management and employees can only attend HRCC meetings
at the invitation of the Committee.
Recommendation 3.4
An issuer should establish a nomination committee to recommend
director appointments to the Board (unless this is carried out by the
whole Board), which should operate under a written charter. At least
a majority of the nomination committee should be independent
directors.
The NOMs role is to identify and recommend to the Board, individuals
for nomination as members of the Board, and its committees (taking
into account such factors as it deems appropriate, including experience,
qualifications, judgement, and personal qualities); and to develop and
review Spark’s corporate governance principles, and make
recommendations to the Board. The NOMs is also responsible for
reviewing Board succession planning.
The NOMs is comprised of a majority of independent directors.
“The Board should use committees where this will enhance its
effectiveness in key areas, while still retaining board responsibility.”
PRINCIPLE 3:
Board committees
7
Spark New Zealand Annual Corporate Governance Statement FY25
Recommendation 3.5
An issuer should consider whether it is appropriate to have any other
Board committees as standing committees. All committees should
operate under written charters. An issuer should identify the members
of each of its committees, and periodically report member attendance.
Each Board Committee has a Charter summarising the role, rights,
responsibilities and membership requirements for that Committee.
The Board reviews the charters of the Board committees annually and
their performance against those charters, with the last review
conducted in October 2024.
The Board is responsible for appointing committee members and
chairs according to the skills, experience, and other qualities they
bring to the Committee. All Board committees are comprised of a
majority of independent directors. A Committee Chair is entitled to
invite persons to attend Committee meetings as deemed necessary.
Specific Committee memberships and attendance information are
outlined on page 57 of the FY25 Annual Report.
Recommendation 3.6
The Board should establish appropriate protocols that set out the
procedure to be followed if there is a ‘control transaction’ for the issuer
including the procedure for any communication between the issuer’s
Board and management and the bidder. The Board should disclose
the scope of independent advisory reports to shareholders. These
protocols should include the option of establishing an independent
control transaction committee, and the likely composition and
implementation of an independent control transaction committee.
Spark’s Board has put in place Takeover Response Guidelines that set
out the procedures and protocols to be followed if there is a control
transaction offer for Spark, including with regards to communication
between insiders and the bidder, the preparation of an independent
advisor’s report, and establishment of a Bid Response Sub-committee.
PRINCIPLE 3:
Board committees (continued)
The Board committee charters can be found at:
spark.co.nz/governance
8
Spark New Zealand Annual Corporate Governance Statement FY25
Recommendation 4.1
An issuer’s Board should have a written continuous disclosure policy.
Spark is committed to providing timely, orderly, consistent and
credible information consistent with legal and regulatory requirements.
Pursuant to its Disclosure Policy, Spark has an appointed Disclosure
Officer to authorise all financial market communications. Together with
the Company Secretary, the Disclosure Officer is responsible for
overseeing Spark’s disclosure practices and ensuring that all material
information is lodged promptly and without delay with the relevant
stock exchanges, and ensuring that the Board is kept informed of the
nature and quality of the information being disclosed to the market.
Authorised spokespeople are restricted to reduce the risk of
inconsistent communications and to ensure that public comments are
within the bounds of information already in the public domain and/or
information that is not materially price sensitive.
Recommendation 4.2
An issuer should make its code of ethics, Board and committee
charters and the policies recommended in the NZX Code, together
with any other key governance documents, available on its website.
Spark’s website has a dedicated governance section that contains
Spark’s policies that outline its core governance structures and
processes. This includes the Code of Ethics, Board Charter (and the
charters of the various committees), Disclosure Policy, Insider Trading
Policy, Diversity and Inclusion Policy, Director and Executive
Remuneration Policies and other principal corporate governance
documents: spark.co.nz/governance
Recommendation 4.3
Financial reporting should be balanced, clear and objective.
Spark’s financial reports are prepared in a manner that is balanced,
clear and objective. The financial statements in the Annual Report are
prepared in accordance with NZ GAAP and comply with NZ IFRS.
The Board requires that, prior to its approval of financial statements,
the CEO and CFO make a declaration that, in their opinion, Spark’s
financial records have been properly maintained and that the financial
statements comply with the appropriate accounting standards and
give a true and fair view of the financial position and performance of
Spark; and that their opinion has been formed on the basis of a sound
system of risk management and internal control, which is operating
effectively.
Recommendation 4.4
An issuer should provide non-financial disclosure at least annually,
including considering environmental, social sustainability and
governance factors and practices. It should explain how operational
or non-financial targets are measured. Non-financial reporting should
be informative, include forward looking assessments, and align with
key strategies and metrics monitored by the Board.
In addition to the published financial statements, Spark’s FY25 Annual
Report provides information on Spark’s performance on a number of
non-financial matters, including environmental, social and governance
commitments. Spark’s FY25 Annual Report applies the Integrated
Reporting International <IR> Framework and with the Global
Reporting Initiative (GRI) standards. For FY25 Spark has also published
a stand-alone Climate-related Disclosures Report which has been
prepared in compliance with the Aotearoa New Zealand Climate
Standards (NZ CS 1, NZ CS 2 and NZ CS 3) issued by the External
Reporting Board (XRB). The Climate-related Disclosures Report also
integrates our FY25 Greenhouse Gas Inventory Report. Spark’s FY25
Modern Slavery and Human Rights Statement is also published
alongside this Corporate Governance Statement as part of our FY25
annual reporting disclosures.
“The Board should demand integrity in financial and
non-financial reporting, and in the timeliness and balance
of corporate disclosures.”
PRINCIPLE 4:
Reporting and disclosure
9
Spark New Zealand Annual Corporate Governance Statement FY25
Recommendation 5.1
An issuer should have a remuneration policy for the remuneration of
directors. An issuer should recommend director remuneration to
shareholders for approval in a transparent manner. Actual director
remuneration should be clearly disclosed in the issuer’s annual report.
The HRCC is responsible for Spark’s remuneration policy and practices
and is also ultimately responsible for ensuring Spark meets legislative
and regulatory requirements as they relate to remuneration matters.
Spark is committed to ensuring that the remuneration of directors is
transparent, fair, and reasonable. The total fees available to be paid to
directors are subject to shareholder approval.
Non-executive Director remuneration is determined with consideration
of the size and complexity of Spark and relative market activity. From
time-to-time, independent consultants are engaged for benchmarking
purposes to ensure that the remuneration of Spark’s non-executive
directors is appropriate and comparable to that of similar companies
in New Zealand and, as relevant, Australia. Non-executive directors are
also expected to purchase and hold an amount of Spark shares within
the first three years of their appointments.
Jolie Hodson, as an Executive Director, does not receive any
director fees.
Further details on Non-executive Director remuneration can be found
in the Remuneration Report on page 53 of the FY25 Annual Report.
Further details on directors’ Spark shareholdings can be found on
pages 59 and 60 of the FY25 Annual Report.
Recommendation 5.2
An issuer should have a remuneration policy for remuneration of
executives which outlines the relative weightings of remuneration
components and relevant performance criteria.
The Leadership Squad’s remuneration consists of a fixed remuneration
component and at-risk short-term and long-term incentives. Spark’s
short-term incentive (STI) rewards senior leaders for the achievement
of annual performance objectives, with payments awarded from a
fixed cash pool that is set based on overall Spark performance against
financial and/or non-financial annual performance objectives. Spark
believes that senior leaders should have part of their remuneration
linked to the long-term performance of Spark.
For the Leadership Squad and a select group of senior leaders, a
long-term incentive, which vests after three years contingent on
continued employment and Spark achieving a performance hurdle,
forms part of their remuneration packages. Leadership Squad
members will also participate in our one-off FY27 transformation
delivery incentive.
Further details on Leadership Squad remuneration can be found in the
Remuneration Report on page 50 of the FY25 Annual Report.
Recommendation 5.3
An issuer should disclose the remuneration arrangements in place for
the CEO in its annual report. This should include disclosure of the base
salary, short-term incentives and long-term incentives and the
performance criteria used to determine performance-based payments.
The CEO’s remuneration package reflects the scope and complexity of
the role and is set by the Board, with reference to the remuneration of
CEOs of similarly sized organisations. For FY25 the CEO’s
remuneration package comprises a fixed cash component, an at-risk
short-term incentive and an at-risk long-term incentive. The CEO will
also participate in our one-off FY27 transformation delivery incentive.
The CEO’s annual cash-based short-term incentive is subject to the
achievement of specific performance objectives set by the Board
based on Spark’s strategy and business plan for the respective financial
year. The CEO’s annual long-term incentive will be granted as options
under Spark’s long-term incentive (LTI), contingent on continued
employment and Spark achieving a performance hurdle. The CEO is
also expected to purchase and hold an amount of Spark shares.
Further details on CEO remuneration can be found in the
Remuneration Report on page 50 of the FY25 Annual Report.
For more details on Director and Executive remuneration please see
the Remuneration Report in the FY25 Annual Report.
“The remuneration of directors and executives should
be transparent, fair and reasonable.”
PRINCIPLE 5:
Remuneration
A copy of Spark’s Director Remuneration Policy and Executive
Remuneration Policy can be found at: spark.co.nz/governance
10
Spark New Zealand Annual Corporate Governance Statement FY25
Recommendation 6.1
An issuer should have a risk management framework for its business
and the issuer’s Board should receive and review regular reports.
An issuer should report the material risks facing the business and how
these are being managed.
Spark’s Agile organisation design and practices empower its people to
make decisions and manage the risks associated with achieving Spark’s
strategy and business objectives. Strong corporate governance,
including a highly effective and integrated risk management framework,
helps Spark people to make good business decisions that create
stakeholder value.
Spark’s Managing Risk Policy and Framework is benchmarked to the
COSO ERM 2017, a leading enterprise risk management standard,
and is designed on the principles that managing risk creates, protects,
and enhances value. It is embedded in decision-making processes
and accountability structures so that uncertainty and risks can be
managed effectively. It is iterative and responsive to change so that it
remains effective when external and internal forces require Spark to
adapt its priorities and operating models.
The ARMC plays an important role and is responsible for ensuring that
Management has established a risk management framework. Spark’s
Risk team is accountable for designing and managing this framework
and provides the ARMC with regular updates about its performance
and evolution. The framework is structured around the three lines of
defence model, ensuring that risk ownership, oversight and
independent assurance are clearly delineated across Spark.
The ARMC reviews management’s principal risk profile (Spark’s
material risks) bi-annually. It also receives reports on the effectiveness
of the implementation and operation of the policies and systems
designed to manage risk. The ARMC receives quarterly reporting from
the Risk, Internal Audit and Fraud Lead that discusses progress against
the approved Risk, Internal Audit and Fraud Plan. Information reported
includes the priorities, updates about the evolution of the Managing
Risk Framework, findings from its internal audit reviews, updates about
the status of previously raised items, and fraud risk management.
The ARMC receives an annual assessment to confirm the Managing
Risk Framework is designed and operating effectively. The last
assessment was undertaken by Spark’s Risk team in August 2024.
Every five years Spark also has its Managing Risk Framework externally
reviewed to ensure it continues to be fit for purpose and is operating
effectively. The next review is scheduled to be completed by
November 2027.
A summary of Spark’s Managing Risk Framework and Spark’s identified
principal business risk themes and mitigations are outlined in the ‘Risk
management’ section of the FY25 Annual Report.
Recommendation 6.2
An issuer should disclose how it manages its health and safety risks
and should report on its health and safety risks, performance and
management.
Spark is committed to fostering a workplace where our people,
partners, and suppliers are accountable and empowered to work
together to protect and promote the health, safety, and wellbeing of
all. To achieve this Spark has established four pillars of health and
safety: a clearly defined Health and Safety framework; active hazard
and risk management; development of an employee-driven safety
culture; and the right resources and processes to deliver on the
framework. Integral to the framework is the health and safety
Information System, which shapes and monitors key performance
indicators across the business, focussing on Spark’s strategic
objectives, targets, and managing critical hazards and risks. The Board
and Leadership Squad are both integrally involved in health and safety
strategic planning, implementation, and monitoring. Spark has also
integrated wellbeing into its health and safety approach to make sure
that we consider the full range of factors that contribute to healthy and
safe working lives at Spark. This framework is a key part of building
safe, healthy, and inclusive environment for our people.
Further details regarding Spark’s health and safety performance can
be found in the ‘Our People’ section of the FY25 Annual Report.
“Directors should have a sound understanding of the material risks
faced by the issuer and how to manage them. The Board should
regularly verify that the issuer has appropriate processes that identify
and manage potential and material risks.”
PRINCIPLE 6:
Risk management
A copy of Spark’s Managing Risk Policy can be
found at: spark.co.nz/governance
11
Spark New Zealand Annual Corporate Governance Statement FY25
Recommendation 7.1
The Board should establish a framework for the issuer’s relationship
with its external auditors. This should include procedures:
(a) for sustaining communication with the issuer’s external auditors;
(b) to ensure that the ability of the external auditors to carry out their
statutory audit role is not impaired, or could reasonably be
perceived to be impaired;
(c) to address what, if any, services (whether by type or level) other
than their statutory audit roles may be provided by the auditors to
the issuer; and
(d) to provide for the monitoring and approval by the issuer’s audit
committee of any service provided by the external auditors to the
issuer other than in their statutory audit role.
Oversight of Spark’s external audit arrangements is the responsibility
of the ARMC. The External Auditor Independence Policy and ARMC
Charter, together, establish a framework for Spark’s engagement with
the external auditor. The objective of this framework is to ensure that
audit independence is maintained, both in fact and appearance, such
that Spark‘s external financial reporting is viewed as being highly
reliable and credible.
The ARMC is responsible for the appointment of Spark’s external
auditor, its terms of engagement, and the level of fees incurred
(subject to shareholder approval). The ARMC Charter outlines the
nature of the services permitted to be performed and those not
permitted to be performed by the external auditor.
The ARMC Charter requires that the Committee annually assesses and
confirm to the Board the independence of the external auditor after
consideration of the External Auditor Independence Policy criteria.
Regular rotation of the external audit firm is not mandated, however,
rotation of the key audit partner of Spark is required, and occurs every
five years.
Procedures for communication between the ARMC, the External
Auditor and Management are set out in the ARMC Charter.
Recommendation 7.2
The external auditor should attend the issuer’s Annual Meeting to
answer questions from shareholders in relation to the audit.
Representatives of Spark’s external auditor are available at Spark’s
annual meeting to answer shareholder questions about the conduct of
the audit and the content of the External Auditor’s reports.
Recommendation 7.3
Internal audit functions should be disclosed.
The Spark Internal Audit Team’s primary objective is to assist the Board
and CEO to exercise good governance by providing independent
assurance on Spark’s control and risk management processes. The
ARMC approves the appointment and oversees the performance of
Spark’s Risk, Internal Audit and Fraud Lead, who is accountable for
leading Internal Audit and reports directly to the Chair of the ARMC.
The Internal Audit Charter defines the objectives, scope, independence,
responsibilities, and authority. Internal Audit is independent from the
activities and operations it audits and has unrestricted access to
Spark’s records and employees.
Internal Audit regularly performs audits across Spark. It works to an
annual Risk, Internal Audit and Fraud Plan that outlines the risk themes,
objectives, and key results over the plan year. The ARMC approves this
plan and ensures that the Internal Audit is appropriately staffed and
that its scope of work is appropriate for the key risks facing Spark.
Priorities for each quarter are approved following consultation with the
ARMC and other relevant stakeholders, such as members of the
Leadership Squad.
“The Board should ensure the quality and independence
of the external audit process.”
PRINCIPLE 7:
Auditors
12
Spark New Zealand Annual Corporate Governance Statement FY25
The Audit and Risk Management Committee Charter and
the External Auditor Independence Policy can be found at:
spark.co.nz/ governance
Spark is committed to promoting a fair and transparent market through
comprehensive continuous disclosure, and ensuring our shareholders
are able to exercise their rights in an informed manner.
Spark’s Disclosure Policy and associated procedures governs
communications with shareholders and other stakeholders. All material
information is lodged promptly and without delay with the relevant
stock exchanges. Once lodged, the information will also be published
on Spark’s investor website, and shared with local media and other
market commentators where appropriate. Spark may make available
on its website any other relevant information made available to
investors/analysts (e.g. presentation materials).
Recommendation 8.1
An issuer should have a website where investors and interested
stakeholders can access financial and operational information and key
corporate governance information about the issuer.
Spark’s website is an important avenue of communication with
shareholders and other stakeholders. Spark maintains a dedicated
investor website (investors.sparknz.co.nz) which contains market
releases, financial information, current and past annual reports,
investor presentations and webcasts, dividend and share price
histories, notices of meeting, biographies of Spark directors and
Leadership Squad, investor contacts, important calendar dates, and
other information about Spark.
Recommendation 8.2
An issuer should allow investors the ability to easily communicate with
the issuer, including by designing its shareholder meeting
arrangements to encourage shareholder participation and by
providing shareholders the option to receive communications from
the issuer electronically.
Spark provides shareholders with the option to receive communications
from, and send communications to, Spark electronically.
Spark is committed to maintaining multiple channels of shareholder
communications and engagement, which currently includes:
1. Semi-annual earnings announcements via audio conference;
2. Semi-annual post-results briefings with investors in New Zealand
and Australia;
3. Regular ad hoc one-on-one and group investor and analyst
meetings;
4. An annual meeting with virtual participation via webcast and audio;
5. An Annual Report, Corporate Governance Statement, Modern
Slavery and Human Rights Statement, and Climate-related
Disclosures report;
6. Investor briefing days (where appropriate); and
7. Regular international investor roadshows.
Spark remains committed to maintaining its investment profile in key
investment markets in the United State (US), United Kingdom (UK),
Asia and Australasia to ensure that its strategies and opportunities are
understood, and the market is fully informed.
All Spark shareholders are encouraged to participate in the annual
meeting, including in person and virtually via an online annual
meeting platform or audio conference, where shareholders can vote,
ask questions, and watch the meeting via webcast. Shareholders can
also electronically appoint and direct proxies to vote on their behalf at
the annual meeting.
The annual meeting webcast will be archived on the Spark investor
website after the meeting.
Recommendation 8.3
Quoted equity security holders should have the right to vote on major
decisions which may change the nature of the issuer in which they are
invested.
Spark is committed to ensuring that each shareholder who invests in
Spark has the right to vote on major decisions that may change the
nature of the company. All of Spark’s shareholders have the right to one
vote per share, and voting at the annual meeting is conducted by poll.
“The Board should respect the rights of shareholders and foster
constructive relationships with shareholders that encourage them
to engage with the issuer.”
PRINCIPLE 8:
Shareholder rights and relations
13
Spark New Zealand Annual Corporate Governance Statement FY25
Recommendation 8.4
If seeking additional equity capital, issuers of quoted equity securities
should offer further equity securities to existing equity security holders
of the same class on a pro rata basis, and on no less favourable terms,
before further equity securities are offered to other investors.
Spark did not undertake any equity capital raises over the 12 months
to 30 June 2025.
Recommendation 8.5
The Board should ensure that the notice of annual or special meeting
of quoted equity security holders is posted on the issuer’s website as
soon as possible and at least 20 working days prior to the annual
meeting.
Spark’s Annual Meeting of Shareholders was held as a hybrid meeting
on Friday, 1 November 2024. The Notice of Annual Meeting was
published on Thursday, 3 October 2024.
PRINCIPLE 8:
Shareholder rights and relations
(continued)
14
Spark New Zealand Annual Corporate Governance Statement FY25
ARMC
Audit and Risk Management Committee
HRCC
Human Resources and Compensation Committee
LTI
Long-Term Incentive Scheme, which is part of Spark
Leadership Squad and CEO remuneration
NOMs
Nominations and Corporate Governance Committee
NZ GAAP
Generally Accepted Accounting Practice in New Zealand
NZ IFRS
New Zealand equivalents to International Financial
Reporting Standards
Spark
Spark New Zealand Limited
STI
Short-Term Incentive Scheme, which is part of Spark
Leadership Squad and CEO remuneration
There are terms used in this document that may be unfamiliar.
These are what each mean:
Glossary
15
Spark New Zealand Annual Corporate Governance Statement FY25
Spark New Zealand Limited
Private Bag 92028
Auckland 1142
New Zealand
spark.co.nz
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Modern Slavery and
Human Rights Statement FY25
Modern slavery is one of a number of important
human rights topics Spark considers. We have
chosen to report our modern slavery disclosures
in the broader context of human rights.
Our governance, policies, and approach are shared across human
rights topics. This is detailed in our Human Rights and Modern Slavery
Framework on pages 8 – 9.
We report key modern slavery actions on pages 16 – 23. This includes
how we address impacts in our supply chain and in our operations.
We also report specific actions against a number of other human rights
topics related to the downstream impacts of our products and
services. See pages 22 – 23.
This report focuses on the potential human rights impacts that have been
identified through our due diligence processes. See pages 14 – 15.
We recognise human rights is a broad and complex topic, and that we
need to continue to mature and review the effectiveness of our
approach. See page 24.
Spark Modern Slavery and
Human Rights Statement FY25
Mandatory criteria of the Modern Slavery Act
CriterionReference
Identify the reporting entityPage 2: About this statement
Describe the reporting entity’s structure, operations
and supply chains
Page 2: About this statement
Pages 6 – 7: Spark’s operations
Page 26: Spark Group structure and subsidiaries
Describe the risks of modern slavery practices in the operations
and supply chains of the reporting entity and any entities it owns
or controls
Pages 14 – 15: Due diligence
Pages 16 – 23: Addressing potential impacts
Describe the actions taken by the reporting entity and any entity it
owns or controls to assess and address those risks, including due
diligence and remediation processes
Pages 14 – 15: Due diligence
Pages 16 – 23: Addressing potential impacts
Describe how the reporting entity assesses the effectiveness of
these actions
Pages 24 – 25: Reviewing effectiveness and reporting
Describe the process of consultation with any entities that the
reporting entity owns or controls (a joint statement must also describe
consultation with the entity giving the statement)
Page 2: About this statement
Pages 10 – 12: Policies and governance
Page 26: Spark Group structure and subsidiaries
About this Statement
This Modern Slavery and Human Rights Statement
is made on behalf of Spark New Zealand Limited
(‘Spark’ and its subsidiaries, the ‘Spark Group’)
for the period from 1 July 2024 to 30 June 2025.
Spark New Zealand Limited is the parent entity of
the Spark Group. Spark is publicly listed, and our
issued shares are quoted on the New Zealand
Stock Exchange (NZX) and Australian Securities
Exchange (ASX). (NZX: SPK, ASX: SPK).
Spark is a reporting entity for the purposes of the Modern Slavery Act
2018. Spark engaged and consulted with the relevant companies we
own or control (the Spark Group) in the development of this Statement.
As of 30 June 2025, the Spark Group comprised 28 controlled entities.
See Appendix 1 for a full list of Spark subsidiaries.
We have integrated high-level disclosure on our broader human rights
impacts alongside our detailed Modern Slavery Statement reporting.
This Statement has been published in accordance with the requirements
of the Australian Modern Slavery Act 2018. This Statement was
approved by the Board on 19 August 2025.
Key modern slavery actions
Upstream impacts in our supply chain
• Mapping our global supply chain
• Spark’s supplier code of conduct
• Supplier risk assessment
• Supplier audit programme
16
Direct impacts in our operations
• Our direct workforce
• Our indirect workforce
21
Other human rights risks
Downstream impacts of our products
and services
• Privacy
• Impacts of emerging technologies – data
ethics and governance
• Risk in our customer base
• Digital equity
22
Contents
About this statement2
CEO message4
Modern slavery and human rights: timeline of key actions5
About Spark6
Our human rights and modern slavery framework8
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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.