Notice of annual meeting and proxy/voting form
Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand
Email: company.secretary@chorus.co.nz
STOCK EXCHANGE ANNOUNCEMENT
1 October 2025
Notice of annual meeting and proxy/voting form
Chorus’ notice of meeting and proxy/voting form to be sent to shareholders are
attached. The notice of meeting and proxy/voting form will also be available on
Chorus’ website at :
https://company.chorus.co.nz/investors/services/your-shareholding/annual-
meetings
Chorus Limited’s 2025 annual meeting of shareholders will be held as a virtual
meeting online through Computershare’s meeting platform
https://meetnow.global/nz on Wednesday 5 November at 10am (New Zealand
time).
All shareholders will be able to participate in the meeting, vote and ask questions.
For further information regarding how to attend the annual meeting and
participate online, please refer to the attached notice of meeting and the virtual
meeting guide available at www.computershare.com/vm-guide-nz .
Authorised by:
Kristel McMeekin
General Counsel
ENDS
For further information:
Aleida White
Head of Investor Relations
Phone: +
64 21 155 8837
Email: aleida.white@chorus.co.nz
Victoria Luong
Media and engagement advisor
Phone +64 22 490 2591
Email: Victoria.Luong@chorus.co.nz
---
Notice of Annual Meeting 2025
Where
Online:
via Computershare’s online
meeting platform:
https://meetnow.global/nz
When
Wednesday
5 November 2025
commencing at 10am
(New Zealand time)
Chorus Limited’s 2025 Annual Meeting of shareholders
will be held as a virtual meeting (online).
Important dates
All times are given in New Zealand time unless otherwise
specified.
3 November 2025, 10am
Latest time for receipt of Proxy Forms
3 November 2025, 5pm
Record date for voting entitlements for the Annual Meeting
5 November 2025, 10am
Annual Meeting
Auditor Fees and Expenses
4. That the Board be authorised to fix the fees and
expenses of KPMG as auditor.
See Explanatory Note 2.
By order of the Board
Kristel McMeekin
General Counsel
1 October 2025
Shareholders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolutions:
Election and re-election of Directors
1. That Ms Sue Bailey be re-elected as a Chorus director.
2. That Mr Will Irving be re-elected as a Chorus director.
3. That Mr Mark Cross be re-elected as a Chorus director.
See Explanatory Note 1.
Business
You are encouraged to read this Notice (including
the Explanatory Notes and Procedural Notes) and the
instructions on the Proxy/Voting Form carefully.
NOTICE OF
ANNUAL MEETING
2025
Notice of Annual Meeting 2025
Sue Bailey
Joined: 31 October 2019
Last elected: 2022 Annual Meeting
Status: Independent
Chorus role: Non-executive director / Chair
of the People, Performance and Culture
Committee
Experience: Sue is an experienced
director with a career of more than 30
years in telecommunications spanning
fixed telephony, mobile and broadband
services. Responsibilities included product
and brand marketing, customer lifecycle
management, strategy and leading large
scale transformation.
Member of the Australian Institute of
Company Directors.
Previous roles: Member of the Executive
leadership team – Optus. CEO – Virgin
Mobile Australia. Senior Vice President –
Virgin Mobile USA.
Current roles outside Chorus: Director and
People, Safety and Environment Committee
Chair – Careflight.
Will Irving
Joined: 26 October 2022
Last elected: 2022 Annual Meeting
Status: Independent
Chorus role: Non-executive
director / member of the Audit and Risk
Management Committee
Experience: Will has more than 25 years of
telecommunications industry experience
having held a range of senior roles in the
telecommunications industry in Australia
ranging across strategy, wholesale, small
and medium business customer sales and
service, and as a lawyer.
Previous roles: Interim CEO – Telstra
InfraCo; Group Executive – Telstra
Wholesale; Group Managing Director –
Telstra Business. Prior to his commercial
management roles, Will was Group General
Counsel of Telstra.
Current roles outside Chorus: Chief
Strategy and Transformation Officer – NBN
Co Limited (company established to design,
build and operate Australia’s wholesale
broadband access network).
Mark Cross
Joined: 1 November 2016
Last elected: 2022 Annual Meeting
Status: Independent
Chorus role: Chair (October 2022)
Experience: Mark is an experienced director
with more than 20 years of international
experience in corporate finance and
investment banking.
Chartered Fellow Institute of Directors NZ,
Member of Chartered Accountants A&NZ,
Member, Australian Institute of Company
Directors.
Previous roles: Chair – Milford Asset
Management; Director – Z Energy,
Genesis Energy, Argosy Property.
Current roles outside Chorus: Director and
Audit & Risk Management Committee Chair
– Xero; Board member and investment
committee chair – Accident Compensation
Corporation (ACC); Director and Audit &
Risk Committee Chair – Fisher & Paykel
Healthcare; Chair – Vocus (Australia).
Election and re-election of Directors
– director information
Notice of Annual Meeting 2025
Explanatory Notes
Explanatory Note 1: Election and re-election of
Directors
The NZX Listing Rules provide that a director of an issuer
must not hold office (without re-election) past the third
annual meeting following the director’s appointment or
three years, whichever is longer.
Accordingly, Sue Bailey, Will Irving and Mark Cross, who
were last elected at the 2022 Annual Meeting, are retiring
from office at this year’s Annual Meeting and offer themselves
for re-election.
Ms Bailey, Mr Irving and Mr Cross are standing with the full
support of the Board. The Board unanimously recommends
that shareholders vote in favour of their re-election.
Explanatory Note 2: Auditor fees and expenses
KPMG are currently Chorus’ auditors and will be
automatically reappointed under the Companies Act 1993.
Under the Companies Act, auditor fees and expenses must
be fixed in the manner determined at the Annual Meeting.
Shareholder approval is, therefore, sought to authorise the
Board to fix the fees and expenses of KPMG as auditor.
Attending the Annual Meeting
- instructions
Computershare meeting platform https://meetnow.global/nz
To access the meeting virtually, click ‘Go’ under the Chorus
meeting and then click ‘JOIN MEETING NOW’. By using the
meeting platform, you will be able to watch the meeting,
vote on the resolutions and ask questions online using your
smartphone, tablet or desktop device. Please refer to the
Virtual Meeting Guide available at www.computershare.
com/vm-guide-nz for further information on how to
participate online. You will need the latest version of
Chrome, Safari or Edge to access the meeting. Please ensure
your browser is compatible.
If you have any questions, or need assistance with the online
process, please contact Computershare on +64 9 488 8777
between 8.30am and 5pm Monday to Friday.
Audio will stream through the selected device, so
shareholders will need to ensure that they have the volume
control on their headphones or device turned up.
Shareholders can still appoint a proxy to vote for them, as
they otherwise would, by following the instructions on the
Proxy/Voting Form and this Notice of Annual Meeting.
Details of how to participate ‘virtually’ are provided in the
Virtual Meeting Guide, at www.computershare.com/vm-
guide-nz with instructions for accessing the virtual meeting.
Shareholders are encouraged to review this guide prior to
the Annual Meeting.
Shareholders will require their CSN/Shareholder Number,
which can be found on their Proxy/Voting Form, for
verification purposes.
The Board has determined that each of Ms Bailey, Mr Irving
and Mr Cross is an independent director.
A biographical background of each director standing for
re-election is set out on the previous page.
Procedural Notes
Voting entitlements
The persons who will be entitled to vote on the resolutions
at the Annual Meeting are those persons who are Chorus
shareholders at 5pm on Monday, 3 November 2025.
Casting your vote
You may cast your vote using one of the following options:
1. At the Annual Meeting:
If you wish, you can vote at the Annual Meeting online
at: https://meetnow.global/nz
For more information about voting at the Annual
Meeting, please refer to the Virtual Meeting Guide, at
www.computershare.com/vm-guide-nz
2. Appoint a proxy to vote: You may appoint a proxy or
corporate representative (if the shareholder is a body
corporate) to attend the Annual Meeting, to act generally
at the meeting and to vote on your behalf. Your proxy
does not need to be a Chorus shareholder. To do this,
you should complete the Proxy/Voting Form. It must be
returned to the share registrar by 10am on Monday,
3 November 2025. You may return your Proxy/Voting
Form by:
• Completing the Proxy/Voting Form and posting it to
the share registrar; or
• Completing the Proxy/Voting Form online at
www.investorvote.co.nz
Proxy/Voting forms
The Proxy/Voting Form allows you to vote either for or
against, or abstain from, the resolutions notified in the
Notice of Meeting.
If you appoint a Chorus director as your proxy to vote on
your behalf, then any undirected proxies granted to the
director will be voted in favour of the relevant resolutions.
Notice of Annual Meeting 2025
ARBN 152 485 848
If, in appointing a proxy, you have inadvertently not named
someone to be your proxy, or your named proxy does not
attend the Annual Meeting, the Chair of the meeting will
be your proxy and will vote in accordance with your
express direction.
Chorus directors are not able to speak at the Annual
Meeting on behalf of a shareholder who appoints them as
their proxy. If you wish to be heard at the meeting you
should either participate online or appoint a proxy other
than a Chorus director.
To assist shareholders wishing to exercise their voting rights
at the Annual Meeting (whether online or by proxy), the
Proxy/Voting Form accompanying this Notice of Meeting
has been personalised with individual shareholder details.
The Proxy/Voting Form shows your current shareholding.
If, at 5pm on 3 November 2025, your shareholding is
different from that shown on the Proxy/Voting Form, it will
be updated by Chorus’ share registry, Computershare
Investor Services Limited.
Method of voting
Voting on all resolutions put before the Annual Meeting will
be by poll. Results of the voting will be available after the
conclusion of the meeting, and will be notified on the NZX
and ASX.
Voting Thresholds
Items of business 1 to 4 are ordinary resolutions and required
to be passed by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
Questions for the Annual Meeting
Any eligible Shareholder/proxy attending virtually can ask
questions via the Computershare meeting platform (refer to
the Virtual Meeting Guide for more information).
If you wish to submit written questions prior to the Annual
Meeting to be considered at the Annual Meeting, please
email or post them to Kristel McMeekin, General Counsel,
at the following addresses:
Kristel McMeekin
General Counsel
Chorus Limited
PO Box 632
Wellington 6140
Email: company.secretary@chorus.co.nz
Share Registrar
Chorus’ share registrar in New Zealand and Australia is
Computershare.
You can manage your shareholding online via the
Computershare investor centre. To change your address,
update your payment instructions and to view your
investment portfolio including transactions, please visit
www.investorcentre.com/nz
The addresses for the share registrar are:
New Zealand
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Phone: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Australia
Computershare Investor Services Pty Limited
GPO Box 3329
Melbourne 3001
Australia
Freephone: 1 800 501 366
Fax: +61 3 9473 2500
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Presentations
A copy of the presentations from the Annual Meeting will
be available for viewing on Chorus’ website after the
conclusion of the Annual Meeting.
Procedural Notes continued
---
VIRTUAL MEETING
All shareholders will have the opportunity to attend and participate in the 2025 Annual Meeting which will be held as
a virtual meeting only. The virtual meeting will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting Guide
available at www.computershare.com/vm-guide-nz for further information on how to participate online.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
For any assistance with the online process, please contact Computershare
on +64 9 488 8777 between 8.30am and 5pm Monday to Friday.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign this form.
Joint Holding
At least one joint shareholder should sign this form (on behalf of all joint
shareholders). If different joint shareholders purport to appoint different proxies,
the vote of the proxy appointed by the first named joint shareholder will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a certified copy of
the power of attorney and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or attorney. Persons
who sign on behalf of a company must be acting with the company’s express or
implied authority.
Comments & Questions
If you have any comments or questions for Chorus, please write them on a
separate sheet of paper and return them with this form, or email
company.secretary@chorus.co.nz.
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this,
enter the name of your proxy in the space allocated in ‘Step 1’ of this form.
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If
you appoint a Chorus director as your proxy to vote on your behalf, then any
undirected proxies granted to the director will be voted in favour of the relevant
resolutions (unless specifically prohibited from voting on a particular resolution).
If you mark more than one box on an item of business your vote will be invalid
on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other Chorus director, is willing to act as proxy
for any shareholder who wishes to appoint her or him to vote on their behalf. To
appoint the Chair of the meeting or a director as your proxy enter ‘the Chair’ or
the name of the director you wish to appoint in the space allocated in ‘Step 1’
of this form.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the Annual Meeting, the Chair of the
meeting will be your proxy and will vote in accordance with your express direction.
Attending the Meeting Virtually
You can attend the meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz. By using the meeting platform, you will
be able to watch the meeting, vote and ask questions online using your
smartphone, tablet or desktop device. Please refer to the Virtual Meeting Guide
available at www.computershare.com/vm-guide-nz for further information on
how to participate online.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint
a proxy online.
Chorus Limited (Chorus) Annual Meeting Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10 am (New Zealand time) Monday, 3 November 2025.
ARBN 152 485 848
Go online or turn over to complete the form
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
appointof
or failing him/herof
I/We being a shareholder/s of Chorus Limited
Signature of Shareholder(s) This section must be completed.
SIGN
Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions
STEP 2
Please note: If you do not mark a box your proxy may vote as they choose. If you appoint a Chorus director as your proxy to vote on your behalf,
then any undirected proxies granted to the director will be voted in favour of the relevant resolutions (unless specifically prohibited from voting on a
particular resolution).
Resolutions
Election and re-election of Directors
Item 1
That Ms Sue Bailey be re
-elected as a Chorus director.
Item 2
That Mr Will Irving be re
-elected as a Chorus director.
Item 3
That Mr Mark Cross be re
-elected as a Chorus director.
Auditor Fees and Expenses
Item 4
That the Board be authorised to fix the fees and expenses of KPMG as auditor.
Proxy
DiscretionFor
Against
Abstain
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at Chorus’ Annual Meeting of shareholders to be
held online at https://meetnow.global/nz on Wednesday, 5 November 2025 at 10 am (New Zealand time)
and at any adjournment of that meeting.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
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.
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