2025 Notice of Annual Meeting and Proxy Form

1
LETTER FROM THE CHAIR
3 October 2025
On behalf of the Board of directors I am pleased to
invite you to the 2025 Annual Meeting of Spark New
Zealand Limited (“Spark”), which will be held at the
Conference Centre, Ground Floor, 50 Albert Street,
Auckland at 9.30 am on Friday 7 November 2025 (New
Zealand time). Please note this is a new venue.
Shareholders are also able to attend the Annual Meeting
online via the Virtual Meeting portal at virtualmeeting.
co.nz/spark2025 or by telephone from New Zealand
by dialling 0800 449 170 or from Australia by dialling
1800 896 574. Please read the procedural notes for
further detail.
Items of Business
1. Chairperson’s Address
2. Chief Executive Officer’s Review
3. Resolutions
To consider, and if thought fit, pass the
following resolutions:
1. Re-election of Lindsay Wright: That Lindsay Wright
(appointed as a director of Spark by the Board with
9.30 am, Friday 7 November 2025
effect from 1 August 2025) who retires and is eligible for
re-election, is re-elected as a director of Spark.
2. Re-election of Tarek Robbiati: That Tarek Robbiati
(appointed as a director of Spark by the Board with
effect from 1 October 2025) who retires and is eligible
for re-election, is re-elected as a director of Spark.
3. Re-election of Vince Hawksworth: That Vince
Hawksworth (appointed as a director of Spark by the
Board with effect from 1 October 2025) who retires
and is eligible for re-election, is re-elected as a director
of Spark.
4. Re-election of Jolie Hodson: That Jolie Hodson, who
retires by rotation and is eligible for re-election, is re-
elected as a director of Spark.
5. Re-election of Justine Smyth: That Justine Smyth, who
retires by rotation and is eligible for re-election, is
re-elected as a director of Spark.
6. Auditor’s remuneration: That the directors of Spark
are authorised to fix the auditor’s remuneration for the
ensuing year.
The Resolutions above are to be considered as ordinary
resolutions and, to be passed, require the approval of more
than 50% of the votes of those shareholders entitled to
vote and voting on the resolutions.
For more information on the resolutions, please see the
Explanatory Notes below.
4. Shareholder Questions
By Order of the Board of Spark New Zealand Limited
Justine Smyth
Chair, Spark New
Zealand Limited
3 October 2025
2025 Notice of
Annual Meeting

2
EXPLANATORY NOTES
Resolution 1: Re-election of Ms Lindsay Wright
Under NZX Listing Rule 2.7.1 a Director appointed by the Board must not hold office (without
re-election) past the next annual meeting following the Director’s appointment. Ms Lindsay
Wright has been appointed as a non-executive director with effect from 1 August 2025.
Ms Lindsay Wright accordingly retires and offers herself for re-election at the 2025 Annual
Meeting. Ms Lindsay Wright is considered by the Board to be independent.
Term of Office: Appointed with effect from 1 August 2025.
Board Committees: Chair of the Audit and Risk Management Committee and member of the
Nominations and Corporate Governance Committee.
Biography: Lindsay has more than 35 years of executive experience in the financial services
sector, both within New Zealand and internationally. Her senior management roles at leading
global asset management firms have equipped her with substantial expertise in commercial
operations including business development and stakeholder management, strategy,
investment management, finance, capital markets, and risk and capital management. Lindsay
also brings extensive governance experience spanning 14 years, serving on boards of both listed and private companies. She
currently holds directorships with NZX Limited (serving as Audit and Risk Management Committee (ARMC) Chair), Milford
Asset Management (as ARMC Chair), and ASX-listed Navigator Global Investments. Her previous board appointments include
Kiwibank and the Guardians of New Zealand Superannuation, where she was Deputy Board Chair and Audit Committee Chair.
Resolution 2: Re-election of Mr Tarek Robbiati
Under NZX Listing Rule 2.7.1 a Director appointed by the Board must not hold office (without
re-election) past the next annual meeting following the Director’s appointment. Mr Tarek
Robbiati has been appointed as a non-executive director with effect from 1 October 2025.
Mr Tarek Robbiati accordingly retires and offers himself for re-election at the 2025 Annual
Meeting. Mr Tarek Robbiati is considered by the Board to be independent.
Term of Office: Appointed with effect from 1 October 2025.
Board Committees: Member of the Audit and Risk Management Committee and member of
the Nominations and Corporate Governance Committee.
Biography: Tarek is a highly regarded global telecommunications, technology and financial
services leader, best known for his strategic business transformation leadership roles within
large-scale organisations. He has a strong commercial background, and deep strategic
knowledge of the telecommunications industry having held executive roles at several global
telcos, including as CFO at Sprint Corporation, and Group Managing Director at Telstra
International Group. Tarek is currently CFO at NYSE listed Pure Storage, and a director on
the Board of Digicel (as ARMC Chair). His extensive listed company governance experience includes serving on the Boards of
TelstraClear New Zealand, Hewlett Packard Enterprise Financial Services, CSL Limited Hong Kong, and Australia-Japan Cable
Limited Bermuda.
Resolution 3: Re-election of Mr Vince Hawksworth
Under NZX Listing Rule 2.7.1 a Director appointed by the Board must not hold office (without
re-election) past the next annual meeting following the Director’s appointment. Mr Vince
Hawksworth has been appointed as a non-executive director with effect from 1 October 2025.
Mr Vince Hawksworth accordingly retires and offers himself for re-election at the 2025 Annual
Meeting. Mr Vince Hawksworth is considered by the Board to be independent.
Term of Office: Appointed with effect from 1 October 2025.
Board Committees: Member of the Human Resources and Compensation Committee and
member of the Nominations and Corporate Governance Committee.
Biography: Vince has over 18 years’ Chief Executive experience in utility and infrastructure
businesses across New Zealand and Australia, having most recently served as Chief Executive
of Mercury Energy, and prior to that of Trustpower New Zealand. He is highly skilled in
infrastructure investment, management of large-scale customer bases, and people and culture
leadership. Vince is currently a director on the Board of Powerco, a Board Trustee of the
Starship Foundation, and an Advisor to Datagrid New Zealand.

3
Resolution 4: Re-election of Ms Jolie Hodson
Re-election of Ms Jolie Hodson: That Ms Jolie Hodson (appointed as a director of Spark
by the Board with effect from 23 September 2019) who retires and is eligible for re-
election, is re-elected as a director of Spark.
Executive director Ms Jolie Hodson retires by rotation pursuant to NZX Listing Rule 2.7.1
and offers herself for re-election. Ms Jolie Hodson is considered by the Board not to
be independent.
Term of Office: Appointed 23 September 2019 and last re-elected at the 2022 Annual
Meeting.
Board Committees: None.
Biography: Jolie became Chief Executive Officer (CEO) on 1 July 2019 and joined
the Board in September 2019. As CEO Jolie is responsible for ensuring the company
has a sound strategy and builds a team around her that is able to deliver the digital
infrastructure, products and services, and innovation that supports Spark’s customers
and Aotearoa to win big in a digital world. Jolie joined Spark in 2013 as Chief Financial Officer (CFO), and held the roles
of CEO Spark Digital and Customer Director before being appointed CEO on 1 July 2019. Prior to joining Spark Jolie
worked for 20 years in a range of senior roles for the Lion Group and Deloitte.
Resolution 5: Re-election of Ms Justine Smyth, CNZM
Re-election of Ms Justine Smyth: That Ms Justine Smyth (appointed as a director of
Spark by the Board with effect from 1 December 2011) who retires and is eligible for re-
election, is re-elected as a director of Spark.
Non-executive director Ms Justine Smyth retires by rotation pursuant to NZX Listing
Rule 2.7.1 and offers herself for re-election. Ms Justine Smyth’s intention is to serve for a
period of up to 12 months to ensure a successful transition to a new Chair and to support
ongoing stability for Spark as it embarks on its new strategy.
Ms Justine Smyth is considered by the Board to be independent.
NZX Corporate Governance Code commentary on factors to be considered when
determining director independence include whether the director has been a director of
the entity for a period of 12 years or more; and whether a director derives a substantial
portion of their annual revenue from the issuer. Ms Smyth has been a director for 13.7
years, and Chair for 6.9 years as at 30 June 2025. In addition, Ms Smyth’s Spark director
fees and distributions from Spark shares were a substantial portion of her revenue during FY25. The Board (other than
Ms Smyth) considers that Ms Smyth is “independent”, as it is satisfied that neither factor materially affects Ms Smyth’s
capacity to bring an independent view to decisions in relation to Spark.
Term of Office: Appointed 1 December 2011 and last re-elected at the 2022 Annual Meeting.
Board Committees: Member of the Human Resources and Compensation Committee and Chair of the Nominations and
Corporate Governance Committee.
Biography: Justine joined the Board in December 2011 and became Chair in 2017. She has extensive experience in
governance, mergers and acquisitions, taxation, and the financial performance of large corporate enterprises as well as
small and medium enterprises (SMEs). Her background is in finance and business management, having been a Partner
with Deloitte and Group Finance Director at Lion Nathan. Justine is currently Chair of Mondiale VGL Limited and the
Breast Cancer Foundation New Zealand and a former director of Auckland International Airport Limited. Justine has a
Bachelor of Commerce from the University of Auckland and is a Fellow of Chartered Accountants of Australia and New
Zealand and a Chartered Fellow of the Institute of Directors. In 2020 Justine was appointed a Companion of the New
Zealand Order of Merit for services to governance and women.
Resolution 6: Fixing the remuneration of the auditor, Deloitte
Pursuant to section 207T of the Companies Act 1993, Deloitte is automatically reappointed at the Annual Meeting as auditor
of Spark. The proposed resolution is to authorise the directors under section 207S of the Companies Act 1993 to fix the
remuneration of the auditor, Deloitte, for the ensuing year.
Deloitte was first appointed as auditor in 2020.
Mr Jason Stachurski was the lead audit partner for the financial year ending 30 June 2025. In line with the audit partner rotation
policy Ms Melissa Collier has been appointed the lead audit partner for the financial year ending 30 June 2026.
In August 2025 the Audit and Risk Management Committee assessed and confirmed the independence of Deloitte after
consideration of the External Audit Independence Policy criteria.

4
PROCEDURAL NOTES
This year shareholders may attend the Annual Meeting
either in person or virtually via an online portal or
by telephone.
Attending in Person
If you wish to vote in person, you should attend the Annual
Meeting where you will be issued with a voting card. Please
bring your Proxy Form with you to the meeting (enclosed
with this notice) to assist with your registration.
Online Participation
Shareholders may also attend the Annual Meeting virtually
via an online portal, where they can watch the Annual
Meeting, vote and ask questions during the Annual
Meeting. Shareholders attending virtually will require their
Holder Number for verification purposes. Shareholders
attending virtually will be able to ask questions during the
Annual Meeting via the “Ask a Question” functionality or
via telephone. Spark’s virtual Annual Meeting portal can be
found at virtualmeeting.co.nz/spark2025. If you require
any help using the online portal prior to or during the
annual meeting, from New Zealand please dial 0800 200
220 or from Australia please dial 1800 990 363. A user
guide can be found under the Annual Meeting section of
our website at investors.sparknz.co.nz.
Telephone Participation
Shareholders who participate by phone will be able to hear
the meeting, ask questions and vote at the appropriate
times during the meeting. Voting will be conducted at
the conclusion of the meeting. Please follow the voting
instructions provided by the call facilitator.
To participate in the Annual Meeting by telephone in New
Zealand please dial 0800 449 170 or from Australia please
dial 1800 896 574.
Shareholders attending by phone will require their unique
PIN for verification purposes. Your unique PIN can be
found at the top of the Proxy Form that accompanies this
notice. Please disregard the PIN on your Proxy Form if you
will be attending the meeting in person or virtually via the
online portal.
American Depository Receipts (ADR) Holders
ADR holders are able to attend the meeting online as
a registered visitor and can view the live webcast (see
further instructions below) but unfortunately are not able
to vote or ask questions via the online portal. ADR holders
are encouraged to vote via the ADR proxy vote process
facilitated by the Bank of New York Mellon, as the ADR
depositary bank, and your securities bank/broker.
To view the webcast, go to
virtualmeeting.co.nz/spark2025.
Voting Entitlements
Only shareholders whose names are registered on
the Spark share register at 5.00 pm on Wednesday
5 November 2025 (New Zealand time) are entitled
to vote, and only shares registered in the names of
those shareholders at that time may be voted at the
Annual Meeting.
Proxy Voting
If you cannot attend the Annual Meeting and choose not to
participate by telephone or virtually via the Annual Meeting
portal, you are encouraged to appoint a proxy to attend
and vote on your behalf.
Appointing a proxy
Shareholders entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend and vote on their
behalf. A body corporate that is a shareholder may appoint
a person to attend the meeting as its representative in the
same manner that it would appoint a proxy. A proxy need
not be a Spark shareholder.
The Chair of the meeting or any other director is willing
to act as proxy for any shareholder who appoints him or
her for that purpose. The Chair of the meeting and the
directors of Spark intend to vote all discretionary proxies,
for which they have authority to vote, in favour of all of
the resolutions.
If, in appointing your proxy, you do not name a person
as your proxy (either online or on your Proxy Form), or
your proxy does not attend the Annual Meeting, the Chair
of the meeting will be your proxy and may vote only in
accordance with your express direction.
A proxy is able to vote on motions from the floor and/
or any resolutions put before the meeting to amend the
resolutions stated in this notice.
Shareholders can appoint a proxy by completing the
enclosed Proxy Form and returning it to MUFG Pension &
Market Services by email or mail so that it is received no
later than 9.30am on Wednesday 5 November 2025 as set
out in the Proxy Form.
Online proxy voting
Alternatively, shareholders can elect to lodge their proxy
appointment online by visiting vote.cm.mpms.mufg.com/
SPK.

Holders on the New Zealand register will be required to
enter their CSN/Holder Number and Authorisation Code
(FIN) to complete the online validation process to securely
appoint a proxy online.
Holders on the Australian register will be required to enter
their Holder Number (HIH SRN) and postcode or country
of residence to complete the online validation process to
securely appoint a proxy online.
All online or postal proxy appointments must be received
by MUFG Pension & Market Services via mail or email no
later than 9.30am on Wednesday 5 November 2025 (New
Zealand time).

5
Shareholder Questions
We want to make it as easy as possible for shareholders to
ask questions at the Annual Meeting. Shareholders present
at the Annual Meeting or attending virtually via the online
portal or by telephone will have the opportunity to ask
questions during the Annual Meeting.
Shareholders who cannot attend the
Annual Meeting
If you cannot attend the Annual Meeting but would
like to ask a question you can submit a question by
completing the shareholder question section on the
Proxy Form and returning it to MUFG Pension & Market
Services, or online by going to vote.cm.mpms.mufg.
com/SPK. After completing the online validation process
choose “Questions”. Shareholder questions will need to
be submitted by 5.00 pm Friday 31 October 2025 (New
Zealand Time).
Online Questions
Shareholders attending the online Annual Meeting will
be able to submit questions via the “Ask a Question”
functionality in the online portal. Questions can be
submitted via the online portal 30 minutes before the
meeting begins or at any time during the Annual Meeting.
We encourage shareholders to submit questions as early
as possible to ensure that as many questions as possible
are received and addressed at the appropriate time during
the meeting.
Please note in order to “Ask a Question” via the online
portal shareholders must have completed the registration
process to vote in order to validate themselves
as a shareholder and make the “Ask a Question”
functionality available.
Telephone Questions
Shareholders are also able to ask questions by telephone.
This is a great option for shareholders who may be less
confident navigating a computer or may find typing a
question challenging. Asking a question by telephone
also allows the opportunity for follow up questions to be
asked in real-time. To ask a question by telephone in New
Zealand please dial 0800 449 170 or from Australia please
dial 1800 896 574. We recommend shareholders wanting
to ask questions by telephone dial into the Annual Meeting
as early as possible. To queue for a question please dial
*1. The operator will announce your name and invite
you to ask your question at the appropriate time during
the meeting.
Webcast
The Annual Meeting will be webcast live on the internet. To
view the webcast, go to virtualmeeting.co.nz/spark2025.

6
Venue & Parking (new venue)
Spark’s Annual Meeting will be held at:
The Conference Centre, Ground Floor, 50 Albert Street, Auckland, New Zealand
Parking around Spark City
Auckland’s CBD is well served by rail and bus services. There are a number of buses that stop near to Spark’s
building on Albert and Queen Street. It is also a short walk from the Britomart Transport Centre. For full route,
timetable and fare information call Auckland Transport Contact Centre on 09 366 6400 or 0800 103 080.
Or visit AT online at at.govt.nz/bus-train-ferry.
6

---

Proxy Form 2025
Online
vote.cm.mpms.mufg.com/SPK
Scan & Email
meetings.nz@cm.mpms.mufg.com
Mail
MUFG Pension & Market Services
PO Box 91976
Victoria St West
Auckland 1142
New Zealand
Scan this QR code
with your smartphone
and vote online

Unique PIN
(for telephone attendance)
NZ: 0800 449 170
AU: 1800 896 574
General Enquiries
0800 737 100 (within NZ) | 1300 554 474 (within AU)
+64 9 375 5998 (international) | spark@cm.mpms.mufg.com
The Annual Meeting of Spark New Zealand Limited (“Spark”) will be held in the Conference Centre, Ground Floor, 50 Albert
Street, Auckland at 9.30am on Friday 7 November 2025 (New Zealand time).
Shareholders can attend the Annual Meeting online via the Virtual Meeting portal at virtualmeeting.co.nz/spark2025.
Alternatively, shareholders can attend by telephone from New Zealand by dialling 0800 449 170 or from Australia by dialling
1800 896 574. If you are attending online, you will require your Holder Number for verification purposes. If you are attending
by telephone, you will require your unique PIN that can be found at the top of the Proxy Form. Please dial-in at least five
minutes prior to the start time.
Shareholders who appoint a proxy to vote on their behalf can still attend the Annual Meeting via the Virtual Meeting portal,
although those shareholders will be unable to vote if a proxy is so appointed.
For your proxy to be effective it must be received by MUFG Pension & Market Services by 9.30am on 5 November 2025
(New Zealand time).
If you do not plan to attend the Annual Meeting in person,
participate by telephone or online via the Virtual Meeting
portal, you are encouraged to appoint a proxy to attend
and vote on your behalf. The Chair of the meeting or any
other director of Spark is willing to act as proxy for any
shareholder who appoints him or her for that purpose. If,
in appointing your proxy, you do not name a person as
your proxy (either online or on this Proxy Form), the Chair
of the meeting will be your proxy and may vote only in
accordance with your express direction, and any undirected
votes will (subject to restrictions (if any) set out in the NZX
Listing Rules) be voted in accordance with the Chair’s
discretion.
Proxy Form for the 2025 Annual Meeting
Appointment of proxy
Direct your proxy vote by making the appropriate election,
either online or on this Proxy Form, in respect of each item
of business. If you do not make an election in respect of a
resolution, your proxy may vote as they choose provided
they are not prohibited from voting on that resolution. If
you make more than one election in respect of a resolution,
your vote will be invalid on that resolution. A proxy is able
to vote on motions from the floor and/or any resolutions
put before the meeting to amend the resolutions stated in
the notice.
The Chair of the meeting and the directors of Spark intend
to vote all discretionary proxies, for which they have
authority to vote, in favour of the resolutions.
No shareholders are prohibited from voting on the
resolutions and all shareholders will vote together as one
class.
Voting of your holding
Individual
Where the holding is in one name, the security holder
must sign.
Joint holding
Where the holding is in more than one name, either of the
joint shareholders (or the duly authorised attorney)
may sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy
of the power of attorney under which it was signed (if not
previously provided to MUFG Pension & Market Services),
and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.
Company
If this Proxy Form is completed for a company it 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.
Attending the meeting
If you wish to vote in person, you should attend the Annual
Meeting. Please bring this Proxy Form with you to the
Annual meeting to assist with your registration.
A corporation may appoint a person to attend the Annual
Meeting as its representative in the same manner as that in
which it could appoint a proxy.
Signing instructions for Proxy Forms
Go online to vote.cm.mpms.mufg.com/SPK to appoint and give directions to your proxy or turn over to
complete the form.

Proxy/Corporate Representative Form
I/We being a shareholder/s of Spark
hereby appoint ______________________________ of ______________________________ email address:___________________
or failing him/her _____________________________of ______________________________ email address:___________________
as my/our proxy to act generally at the Annual Meeting on my/our behalf and to vote in accordance with the following
directions (or if no directions have been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in
the NZX Listing Rules) at the Annual Meeting of Spark to be held in the Conference Centre, Ground Floor, 50 Albert Street,
Auckland at 9.30am on Friday 7 November 2025 (New Zealand time), and, simultaneously, to be held virtually via telephone
and the Virtual Meeting portal and at any adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chair
of the Meeting’ or any other director of Spark.
Step 1: Appoint a proxy to vote on your behalf
Step 2: Resolutions – Proxy voting instructions
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on that resolution
and your votes will not be counted in computing the required majority.
Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or by telephone or online via the Virtual Meeting portal) will
have the opportunity to ask questions during the Annual Meeting. If you cannot attend the Annual Meeting and choose not to
participate by telephone or online via the Virtual Meeting portal but would like to ask a question, you can submit a question
online by going to vote.cm.mpms.mufg.com/SPK and completing the online validation process or by completing the
question section below and returning it to MUFG Pension & Market Services. Shareholder questions will need to be submitted
by 5pm on Friday 31 October 2025 (New Zealand time). The Board will address and answer questions at the Annual Meeting.
Question:
Sign: Signature of security holder(s) This section must be completed.
Security holder 1
Security holder 2
Security holder 3
or duly authorised officer or attorney
or duly authorised officer or attorney
or duly authorised officer or attorney
Contact Name _________________________Contact Daytime Telephone ________________________
Date ________________
Electronic Investor Communications:
If you received the Notice of Meeting & Proxy Form by mail and wish to receive your future investor communications by
email please provide your email address above.
Resolutions
Item 1 That Ms Lindsay Wright is re-elected as a director of Spark.
Item 2 That Mr Tarek Robbiati is re-elected as a director of Spark.
Item 3 That Mr Vince Hawksworth is re-elected as a director of Spark.
Item 4 That Ms Jolie Hodson is re-elected as a director of Spark.
Item 5 That Ms Justine Smyth is re-elected as a director of Spark.
Item 6 That the directors of Spark are authorised to fix the auditor’s remuneration.
For
Against
Proxy
Discretion
Abstain