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.”
When was it filed?
19 August 2025
Where is the original?
NZX announcement
Spark New Zealand Limited logo

Spark New Zealand Limited FY25 Results

Full Year Results19 August 2025SPKCommunication Services

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

M

a

r

k

e

t

-

l

e

a

d

i

n

g


s

o

l

u

t

i

o

n

s


t

h

a

t


c

o

n

n

e

c

t


a

n

d


e

n

a

b

l

e


N

e

w


Z

e

a

l

a

n

d

e

r

s

,

i

n

c

l

u

d

i

n

g


b

u

s

i

n

e

s

s

e

s


a

n

d


g

o

v

e

r

n

m

e

n

t

I

n

v

e

s

t

m

e

n

t


a

n

d


i

n

n

o

v

a

t

i

o

n


i

n


n

e

t

w

o

r

k


t

e

c

h

n

o

l

o

g

y


t

h

a

t


e

n

a

b

l

e

s


c

u

s

t

o

m

e

r

s


a

n

d

u

n

d

e

r

p

i

n

s


N

e

w


Z

e

a

l

a

n

d

’

s


d

i

g

i

t

a

l


e

c

o

n

o

m

y

A


h

i

g

h

-

p

e

r

f

o

r

m

i

n

g


a

n

d


i

n

c

l

u

s

i

v

e




c

u

l

t

u

r

e


t

h

a

t


d

e

v

e

l

o

p

s


a

n

d



e

m

p

o

w

e

r

s


o

u

r


p

e

o

p

l

e

S

u

s

t

a

i

n

a

b

l

e


b

u

s

i

n

e

s

s


p

r

a

c

t

i

c

e

s


t

h

a

t

p

r

o

t

e

c

t


a

n

d


g

r

o

w


o

u

r


l

i

c

e

n

c

e


t

o


o

p

e

r

a

t

e

a

n

d


m

a

r

k

e

t


l

e

a

d

e

r

s

h

i

p

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 %)

For running header don't delete

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

For running header don't delete

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.

For running header don't delete

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

For running header don't delete

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.

For running header don't delete

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.

For running header don't delete

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%

For running header don't delete

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.

For running header don't delete

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.

For running header don't delete

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.

For running header don't delete

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.

For running header don't delete

Governance

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.

For running header don't delete

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).

For running header don't delete

Governance

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.

For running header don't delete

Governance

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

Spark New Zealand Annual Report FY25Hello tomorrow

63

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).

For running header don't delete

64

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

For running header don't delete

66

Governance

Sustainability governance at Spark
Spark New Zealand Annual Report FY25Hello tomorrow

67

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

For running header don't delete

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

Spark New Zealand Annual Report FY25Hello tomorrow

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.

For running header don't delete

70

Risk management

Financial
statements

Spark New Zealand Annual Report FY25Hello tomorrow

71

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

For running header don't delete

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

Spark New Zealand Annual Report FY25Hello tomorrow

73

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

For running header don't delete

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

---

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

[TRUNCATED]

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.