Capital Change Notice

Capital Change Notice







This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of options to acquire
ordinary shares under SPK's Transformation Delivery Incentive Scheme ("TDI Scheme").
Section 1: Issuer information
Name of issuer Spark New Zealand Limited
NZX ticker code SPK
Class of financial product Options to acquire ordinary shares
ISIN (If unknown, check on NZX website) NZTELE0001S4
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 623,425 (convertible into ordinary shares
on a 1:1 ratio)
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

If, on vesting, all options are exercised,
0.03% of the ordinary shares in Spark NZ
(based on the number of ordinary shares
currently on issue)
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
The holder’s options will vest on the
achievement of certain performance
conditions as determined by the Board.
On vesting, each options entitles the
holder to subscribe for one ordinary share
in Spark NZ at nil cash consideration.
Options are otherwise on the terms of the
TDI Scheme.
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of options under the TDI scheme
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
5,734,089 options
1,889,322,507 ordinary shares
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 9 September 2025
and NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Terms and details of the issue are set out
in the TDI Scheme Rules. Options cannot
be exercised within a 2 year period.
Options may not be transferred, assigned
or otherwise disposed of. The ordinary
shares issued on vesting and exercise of
options will rank pari passu with existing
ordinary shares.
Date of issue/acquisition/redemption
2
22/09/2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
N/A
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Paige Howard-Smith, Company Secretary
Contact person for this announcement Paige Howard-Smith
Contact phone number +64 9 306 4697
Contact email address paige.howard-smith@spark.co.nz
Date of release through MAP

22/09/2025




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).