Chorus notes under EMTN programme

Debt Issuance24 November 2025CNUCommunication Services

View on NZX PDF 1 PDF 2 PDF 3 PDF 4 PDF 5

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand

Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

25 November 2025

Chorus notes under EMTN programme

Please find attached the following documents in respect of Chorus Limited’s (CNU)
wholesale notes issue under the 2025 Euro Medium Term Notes (EMTN) programme:

1. ASX Appendix 2A
2. Information Memorandum
3. Pricing Supplement – EUR400 million under the EMTN programme, and
4. Trust Deed.

Authorised by:

Drew Davies
Chief Operating Officer

ENDS

For further information:

Andrew Hopkinson Treasurer
Mobile: +64 (27) 249 5678
Email: Andrew.Hopkinson@chorus.co.nz

Aleida White
Head of Investor Relations
Mobile: 64 (21) 155 8837
Email: Aleida.White@chorus.co.nz

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Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
1 / 6
Announcement Summary
Entity name
CHORUS LIMITED
Announcement Type
New announcement
Date of this announcement
Tuesday November 25, 2025
The +securities to be quoted are:
Please refer to the response to Q2.3d for further information about the type of securities to be quoted and the
circumstances of the issue.

These new securities are wholesale debt securities issued under an existing euro medium term note programme.
Total number of +securities to be quoted
ASX +security
codeSecurity description
Number of +securities to
be quotedIssue date
New class - code
to be confirmed
EUR 400,000,000 3.529% fixed rate medium term
notes due 2032
40,00026/11/2025
Refer to next page for full details of the announcement
Other

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
2 / 6
Part 1 - Entity and announcement details
1.1 Name of entity
CHORUS LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix
2A of the ASX Listing Rules.
1.2 Registered number type
ARBN
Registration number
152485848
1.3 ASX issuer code
CNU
1.4 The announcement is
1.5 Date of this announcement
25/11/2025
New announcement

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
3 / 6
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
Please refer to the response to Q2.3d for further information about the type of securities to be quoted and the
circumstances of the issue.
2.2 The +class of +securities to be quoted is:
2.3c Have these +securities been offered under a +disclosure document or +PDS?
2.3d Please provide any further information needed to understand the circumstances in which you are applying to
have these +securities quoted on ASX, including why the issue of the +securities has not been previously
announced to the market in an Appendix 3B
These new securities are wholesale debt securities issued under an existing euro medium term note programme.
2.4 Any on-sale of the +securities to be quoted within 12 months of their date of issue will comply with the
secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12
months in a manner that would breach section 707(3) or 1012C(6)
No
New +securities in a class that is not yet quoted on ASX ("new class")
Other

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
4 / 6
Part 3C - number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix
3B
New +securities
ASX +security code
New class - code to be confirmed
+Security description
EUR 400,000,000 3.529% fixed rate medium term notes
due 2032
+Security type
Wholesale debt securities
ISIN code
XS3227367110
CFI
DTFNFB
FISN
CHORUS LIMITED/1EMTN 20321129
Issue date
26/11/2025
Details of wholesale debt securities
+Security currency
EUR - Euro
Total principal amount of class
EUR 400,000,000.000000
Face value
EUR 10,000.000000
Number of +securities
40000
Interest rate type
Fixed
Frequency of interest payments per year
Annual
First interest payment date
26/11/2026
Interest rate per annum
3.529 %
Maturity date
26/11/2032
Class type description
BVMAWU
s128F of the Income Tax Assessment Act status applicable to the +security
Not applicable
Please provide any further information relating to the principal terms of the +securities
For the purposes of this Appendix 2A (due to an ASX system limitation), Chorus has been required to reduce
the face value of the securities above from EUR 100,000 to EUR 10,000 and increase the number of total
securities from 4,000 to 40,000. Please refer to the Information Memorandum and the Pricing Supplement
released on ASX as at today's date (25 November 2025) for further information regarding the securities,
including the face value of each security being set at EUR 100,000.

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
5 / 6
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities to be
quoted or provide the information by separate announcement.
Please refer to the Information Memorandum, Pricing Supplement and Trust Deed released on ASX as at today's date (25
November 2025).

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
6 / 6
Part 4 - Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity will
comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the
+securities subject of this application)
ASX +security code and description
Total number of
+securities on issue
CNUHC : 3.625% NOTES MAT 07-SEP-2029 MIN CONS $5HT NC50,000
CNU : ORDINARY FULLY PAID FOREIGN EXEMPT NZX433,887,294
CNUHB : 0.875% NOTES MAT 05-DEC-2026 MIN CONS $5HT NC30,000
New class - code to be confirmed : EUR 400,000,000 3.529% fixed rate medium term notes
due 2032
40,000
4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
CNUAM : WARRANT EXPIRING VARIOUS DATES EX VARIOUS PRICES10,277,345
CNUAK : DEBT SECURITY CIP1376,711,053
CNUAI : EQUITY SECURITY CIP2306,423,177
CNUAO : DEBT SECURITY CIP2104,852,093
CNUAN : EQUITY SECURITY CIP1376,711,053

---

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

Important: You must read the following before continuing. The following applies to the Information
Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or
making any other use of the Information Memorandum. In accessing the Information Memorandum, you agree to
be bound by the following terms and conditions, including any modifications to them any time you receive any
information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES
AND THE GUARANTEES THEREOF HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OF THE U.S. OR OTHER JURISDICTION AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR,
MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS.

ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of the Representation: In order to be eligible to view this Information Memorandum or make an
investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of
Regulation S under the Securities Act). This Information Memorandum is being sent at your request and by
accepting the electronic mail and accessing this Information Memorandum, you shall be deemed to have
represented to us that you are not a U.S. person, the electronic mail address that you gave us and to which this
electronic mail has been delivered is not located in the U.S. and that you consent to delivery of such Information
Memorandum by electronic transmission.

You are reminded that this Information Memorandum has been delivered to you on the basis that you are a person
into whose possession this Information Memorandum may be lawfully delivered in accordance with the laws of
jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Information
Memorandum to any other person. The materials relating to any offering of Notes under the Programme to which
this Information Memorandum relates do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law.

This Information Memorandum has been sent to you in electronic format. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Dealers (as defined in this Information Memorandum) or any person who controls any or
any director, officer, employee or agent of either of them or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the Information Memorandum distributed to you in
electronic format and the hard copy version available to you on request from any of the Dealers.

You are responsible for protecting against viruses and other destructive items. Your use of this electronic mail is at
your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items
of a destructive nature.

INFORMATION MEMORANDUM

- ii -

CHORUS LIMITED
(incorporated with limited liability in New Zealand)
Guaranteed by
Chorus New Zealand Limited
(incorporated with limited liability in New Zealand)
U.S.$2,000,000,000
Euro Medium Term Note Programme
___________________________________
Under the Euro Medium Term Note Programme described in this Information Memorandum (the "Programme"),
Chorus Limited (the "Issuer" or "Chorus") may from time to time issue notes (the "Notes") unconditionally and
irrevocably guaranteed by Chorus New Zealand Limited (the "Original Guarantor") and any other Guarantors (as
defined below) from time to time.
For the listing of any Notes which are agreed at the time of issue thereof to be listed on the Australian Securities
Exchange operated by ASX Limited (ABN 98 008 624 691) ("ASX"), application will be made by the Issuer to the
ASX. There is no assurance that the application to the ASX for listing of the Notes will be approved. Any Notes
which are listed on the ASX will not be transferred through, or registered on, the Clearing House Electronic Sub-
Register System ("CHESS") operated by ASX Settlement Pty Limited (ABN 49 008 504 532) and will not be
"Approved Financial Products" for the purposes of that system. Interests in the Notes will instead be held in, and
transferred through, Euroclear and/or Clearstream, Luxembourg, and/or in relation to any Tranche (as defined
below) of Notes, any other clearing system as may be agreed with the Issuer. The Programme also permits Notes
to be issued on the basis that they will not be admitted to listing, trading, and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such
other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.
The relevant Pricing Supplement (as defined below) in respect of any Tranche of Notes will specify whether or not
such Notes will be listed or quoted.
The ASX assumes no responsibility for the correctness of any of the statements made, opinions expressed or
reports contained in this Information Memorandum, or the merits of the investments to which this Information
Memorandum relates. Listing of any Notes on the ASX is not to be taken as an indication of the merits of the Issuer,
the subsidiaries and associated companies of the Issuer, the Programme or the Notes.
The Programme has been rated BBB by S&P Global Ratings Australia Pty Ltd (“S&P Global”) and Baa2 by Moody’s
Investors Service Pty Limited (“Moody’s”). Tranches of Notes may be rated or unrated. Where a Tranche of Notes
is to be rated, the applicable rating(s) will be specified in the relevant Pricing Supplement. Such rating will not
necessarily be the same as the ratings assigned to the Programme. A rating is not a recommendation to buy, sell
or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating
agency.
Credit ratings are for distribution only to a person (a) who is not a "retail client" within the meaning of section 761G
of the Corporations Act 2001 of Australia (the "Australian Corporations Act") and is also a sophisticated investor,
professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or Part 7.9 of
the Australian Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with
applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not
entitled to receive this Information Memorandum and anyone who receives this Information Memorandum must not
distribute it to any person who is not entitled to receive it.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK
by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the

INFORMATION MEMORANDUM

- iii -

meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any
rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as
it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document required
by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (as amended,
the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
EU MiFID II Product Governance/Target Market – The Pricing Supplement in respect of any Notes may include
a legend entitled "EU MiFID II Product Governance/Target Market" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
UK MiFIR Product Governance/Target Market – The Pricing Supplement in respect of any Notes may include a
legend entitled "UK MiFIR Product Governance/Target Market" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any distributor should take
into consideration the target market assessment; however, a distributor subject to the UK MiFIR Product
Governance Rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MIFIR Product Governance Rules.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act 2001
of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore
(the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the Notes issued or to be issued under the Programme are ‘prescribed capital
markets products’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products), unless otherwise stated in the Pricing Supplement in respect of any
Notes.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may
affect the abilities of the Issuer and the Original Guarantor to fulfil their respective obligations under the
Notes are discussed under "Risk Factors" below.

Arranger
Citigroup
Dealers
Citigroup HSBC MUFG
31 October 2025

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CONTENTS
Page
IMPORTANT NOTICES ......................................................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE ............................................................. 4
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................. 5
OVERVIEW ............................................................................................................................ 6
RISK FACTORS ................................................................................................................... 10
FORMS OF THE NOTES ..................................................................................................... 25
TERMS AND CONDITIONS OF THE NOTES ..................................................................... 30
FORM OF PRICING SUPPLEMENT ................................................................................... 71
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .. 86
USE OF PROCEEDS ........................................................................................................... 88
DESCRIPTION OF THE ISSUER AND THE ORIGINAL GUARANTOR ............................ 89
DESCRIPTION OF THE CHORUS GROUP'S BUSINESS ................................................. 91
MANAGEMENT OF THE CHORUS GROUP .................................................................... 106
TAXATION .......................................................................................................................... 111
SUBSCRIPTION AND SALE .............................................................................................. 113
GENERAL INFORMATION ................................................................................................ 119
DEFINED TERMS .............................................................................................................. 121

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IMPORTANT NOTICES
Each of the Issuer and the Original Guarantor accepts responsibility for the information contained
in this Information Memorandum and declares that, having taken all reasonable care to ensure
that such is the case, the information contained in this Information Memorandum is, to the best of
its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms
and Conditions of the Notes" (the "Conditions") and any other terms and conditions not contained
herein will be set out in a document specific to such Tranche called a pricing supplement (the
"Pricing Supplement"). This Information Memorandum must be read and construed together
with any supplements hereto and, in relation to any Tranche of Notes which is the subject of a
Pricing Supplement, must be read and construed together with the relevant Pricing Supplement.
The Issuer and the Original Guarantor have confirmed to the Dealers named under "Subscription
and Sale" below that this Information Memorandum contains all information which is (in the
context of the Programme, the issue, offering and sale of the Notes and the guarantee of the
Notes) material; that such information is true and accurate in all material respects and is not
misleading in any material respect; that any opinions, predictions or intentions expressed herein
are honestly held or made and are not misleading in any material respect; that this Information
Memorandum does not omit to state any material fact necessary to make such information,
opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale
of the Notes and the guarantee of the Notes) not misleading in any material respect; and that all
proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not
contained in or not consistent with this Information Memorandum or any other document entered
into in relation to the Programme or any information supplied by the Issuer or the Original
Guarantor or such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by the Issuer,
the Original Guarantor or any Dealer.
None of the Dealers, the Trustee nor any of their respective affiliates have authorised the whole
or any part of this Information Memorandum and none of them makes any representation or
warranty or accepts any responsibility as to the accuracy or completeness of the information
contained in this Information Memorandum. Neither the delivery of this Information Memorandum
or any Pricing Supplement nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Information
Memorandum is true subsequent to the date hereof or the date upon which this Information
Memorandum has been most recently amended or supplemented or that there has been no
adverse change, or any event reasonably likely to involve any adverse change, in the prospects
or financial or trading position of the Issuer or the Original Guarantor since the date thereof or, if
later, the date upon which this Information Memorandum has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct
at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Information Memorandum and any Pricing Supplement and the offering,
sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this Information Memorandum or any Pricing Supplement comes are required
by the Issuer, the Original Guarantor and the Dealers to inform themselves about and to observe
any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of this Information Memorandum or any Pricing Supplement and
other offering material relating to the Notes, see "Subscription and Sale". In particular, the Notes
and the guarantees thereof have not been and will not be registered under the United States
Securities Act of 1933 (as amended) (the "Securities Act") and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within
the United States or to U.S. persons.

- 2 -

Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an
invitation to subscribe for or purchase any Notes and should not be considered as a
recommendation by the Issuer, the Original Guarantor, the Dealers, the Trustee or any of them
that any recipient of this Information Memorandum or any Pricing Supplement should subscribe
for or purchase any Notes. Each recipient of this Information Memorandum or any Pricing
Supplement shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuer and the Original Guarantor.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time
under the Programme will not exceed U.S.$2,000,000,000 (and for this purpose, any Notes
denominated in another currency shall be translated into U.S. dollars at the date of the agreement
to issue such Notes (calculated in accordance with the provisions of the amended and restated
programme agreement dated 31 October 2025 ("Programme Agreement"))). The maximum
aggregate principal amount of Notes which may be outstanding and guaranteed at any one time
under the Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Programme Agreement.
In this Information Memorandum, unless otherwise specified, references to a "Member State" are
references to a Member State of the European Economic Area, references to "U.S.$" or "U.S.
dollars" are to the lawful currency of the United States of America from time to time, references
to "EUR" or "euro" are to the currency introduced at the start of the third stage of European
economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98
of 3 May 1998 on the introduction of the euro, as amended, references to "£" or "GBP" are to the
lawful currency of the United Kingdom from time to time, and references to "NZD", "NZ$" and
"New Zealand dollars" are to New Zealand dollars.
References to the "Chorus Group" are to the Issuer and its wholly-owned subsidiaries, including
the Original Guarantor, and references to the "Crown" are to His Majesty the King acting in right
of New Zealand. References to "premises" in connection with the Chorus Group's network are
to a single building or structure located on a defined geographical site (such as may be evidenced
by a certificate of title), which has a unique physical address recognised by New Zealand Post
Limited ("NZ Post"), and is occupied by or could readily be occupied by a potential end-user.
The Issuer has prepared audited consolidated financial statements as at and for the years ended
30 June 2024 and 30 June 2025. The Original Guarantor has not published, and does not
propose to publish, any separate financial statements.
Certain figures and percentages included in this Information Memorandum have been subject to
rounding adjustments; accordingly, figures and percentages shown for the same category
presented in different tables may vary slightly and figures and percentages shown as totals in
certain tables may not be an arithmetic aggregation of the figures or percentages which precede
them.
This Information Memorandum is not, and is not intended to be, a disclosure document within the
meaning of section 9 of the Australian Corporations Act, or a Product Disclosure Statement for
the purposes of Chapter 7 of the Australian Corporations Act. No action has been taken by the
Issuer or any Guarantor that would permit a public offering of Notes in Australia. In particular,
this Information Memorandum has not been lodged with the Australian Securities and
Investments Commission ("ASIC"). It is not intended to be used in connection with any offer for
which such disclosure is required and does not contain all the information that would be required
by those provisions if they applied. It is not to be provided in Australia to any "retail client" as
defined in section 761G of the Australian Corporations Act. None of the Issuer or the Guarantors
are licensed to provide financial product advice in respect of the Notes or the Guarantee. Cooling-
off rights do not apply to the acquisition of the Notes.
This Information Memorandum is not, and is not intended to be, a Product Disclosure Statement
for the purposes of Financial Markets Conduct Act 2013 of New Zealand. No action has been
taken by the Issuer or any Guarantor that would permit a public offering of Notes in New Zealand.
In particular, this Information Memorandum has not been lodged with the New Zealand Registrar
of Financial Services Providers. It is not intended to be used in connection with any offer for

- 3 -

which such disclosure is required and does not contain all the information that would be required
by those provisions if they applied.
Certain statements contained in this Information Memorandum, including those set out under
"Risk Factors" and "Description of the Chorus Group's Business", and those incorporated by
reference, constitute "forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms "believe", "estimate",
"anticipate", "intend", "may", "will" or "should" or in each case their negative, or other variations
or comparable terminology. Such forward-looking statements involve risks, uncertainties and
other factors which may cause the actual results, performance or achievements of the Chorus
Group, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such risks,
uncertainties and other factors include, among others, general economic and business conditions,
industry trends, competition, changes in government regulation, currency fluctuations, changes
in operating strategy or development, political and economic uncertainty and other risks described
in "Risk Factors". There can be no assurance that the results and events contemplated by the
forward-looking statements contained in this Information Memorandum will, in fact, occur. These
forward-looking statements speak only as at the date of this Information Memorandum. The
Issuer and the Original Guarantor will not undertake any obligation to release publicly any
revisions to these forward-looking statements to reflect events, circumstances or unanticipated
events occurring after the date of this Information Memorandum except as required by law or by
any appropriate regulatory authority.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named
as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation
Manager(s)) in the relevant Pricing Supplement may over-allot Notes or effect transactions,
to the extent permitted by applicable laws, regulations and rules, and other than in the
circumstances where such action would reasonably be expected to affect the price of the
Notes traded within Australia or New Zealand or on a "financial market", as defined in the
Australian Corporations Act, operated within Australia and with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on
or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end
no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes
and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance
with all applicable laws and rules.

- 4 -

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be incorporated in, and form part of, this Information Memorandum:
(a) Chorus' annual audited consolidated financial statements and related notes as at, and for
the financial year ended, 30 June 2024 (including the audit report issued in respect
thereof), as contained on pages 21 to 65 of Chorus' Annual Report for the year ended 30
June 2024, which has been provided to the ASX;
(b) Chorus' annual audited consolidated financial statements and related notes as at, and for
the financial year ended, 30 June 2025 (including the audit report issued in respect
thereof), as contained on pages 25 to 70 of Chorus' Annual Report for the year ended 30
June 2025, which has been provided to the ASX;
(c) the most recently published annual audited consolidated financial statements, and any
interim consolidated financial statements, and related notes of Chorus published and
provided to the ASX subsequently to the date of this Information Memorandum from time
to time; and
(d) each relevant Pricing Supplement,
except that (i) any forecast financial information, or analysis and/or opinions relating to forecast
financial information, contained in the documents referred to at (a) to (c) above shall not be
incorporated by reference in, nor form part of, this Information Memorandum, and (ii) any
statement contained in this Information Memorandum or in a document which is incorporated by
reference in this Information Memorandum shall be deemed to be modified or superseded to the
extent that it is inconsistent with any statement contained in a subsequent such document.
Any information or other documents themselves incorporated by reference, either expressly or
implicitly, in the documents incorporated by reference in this Information Memorandum shall not
form part of this Information Memorandum.
Following the publication of this Information Memorandum a supplement may be prepared by the
Issuer. Statements contained in any such supplement (or contained in any document
incorporated by reference therein) shall, to the extent applicable (whether expressly, by
implication or otherwise), be deemed to modify or supersede statements contained in this
Information Memorandum or in a document which is incorporated by reference in this Information
Memorandum. Any statement so modified or superseded shall not, except as so modified or
superseded, constitute a part of this Information Memorandum.
Copies of documents incorporated by reference in this Information Memorandum can be obtained
from the offices of the Principal Paying Agent c/o Citibank, N.A., Dublin Branch, 1 North Wall
Quay Dublin.
Internet site addresses in this Information Memorandum are included for reference only and the
contents of any such internet sites are not incorporated by reference into, and do not form part of,
this Information Memorandum.
The Issuer and the Original Guarantor will, in the event of any significant new factor, material
mistake or inaccuracy relating to information included in this Information Memorandum which is
capable of affecting the assessment of any Notes, prepare a supplement to this Information
Memorandum or publish a new Information Memorandum for use in connection with any
subsequent issue of Notes or may provide supplemental or additional information in a Pricing
Supplement in connection with the issue of a particular Tranche of Notes.

- 5 -

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency,
subject as set out herein. A summary of the terms and conditions of the Programme and the
Notes appears below. The applicable terms of any Notes will be agreed between the Issuer and
the relevant Dealer prior to the issue of the Notes and will be set out in the Conditions of the Notes
endorsed on, attached to, or incorporated by reference into, the Notes, as modified and
supplemented by the applicable Pricing Supplement attached to, or endorsed on, such Notes, as
more fully described under "Forms of the Notes" below.
The aggregate principal amount of Notes outstanding and guaranteed at any time will not exceed
U.S.$2,000,000,000 or its equivalent in other currencies, subject to increase as described below.
For the purpose of calculating the U.S. dollar equivalent of the aggregate nominal amount of
Notes issued under the Programme from time to time, the maximum aggregate principal amount
of Notes outstanding and guaranteed at any one time under the Programme will not exceed
U.S.$2,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into U.S. dollars at the date of the agreement to issue such Notes (calculated in
accordance with the provisions of the Programme Agreement)). The maximum aggregate
principal amount of Notes which may be outstanding and guaranteed at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Programme Agreement.

- 6 -

OVERVIEW

The following is an overview of the principal features of the Notes and is qualified in its
entirety by the detailed information appearing elsewhere in this Information Memorandum
and, in particular, under "Terms and Conditions of the Notes". Potential purchasers of Notes
are urged to read this Information Memorandum in its entirety. Terms used in this overview
and not otherwise defined shall have the meaning given to them in the "Terms and
Conditions of the Notes".

Issuer: Chorus Limited, a limited liability company incorporated
under the Companies Act 1993 of New Zealand with
company number 3454251 and having its registered office
at Level 10, 1 Willis Street, Wellington 6011, New Zealand.
Chorus Limited is the listed holding company of Chorus
New Zealand Limited.

Original Guarantor:
Chorus New Zealand Limited, a limited liability company
incorporated under the Companies Act 1993 of New
Zealand with company number 3454256 and having its
registered office at Level 10, 1 Willis Street, Wellington
6011, New Zealand. Chorus New Zealand Limited is the
operating company in the Chorus Group.

Guarantors: The Original Guarantor and such additional or alternative
subsidiaries of the Issuer as may be appointed from time
to time. The terms of the amended and restated trust deed
dated 29 June 2022 (the "Trust Deed") provide for the
mandatory accession as Guaranteeing Subsidiaries of
each Material Subsidiary (as defined in the Trust Deed) of
the Issuer as a Guarantor of Notes under the Programme
and the release of a Guarantor at the option of the Issuer
upon certification to the Trustee. As at the date of this
Information Memorandum, the Original Guarantor is the
sole Guarantor of Notes issued under the Programme.

Risk Factors: Investing in Notes issued under the Programme involves
certain risks. The principal risk factors that may affect the
abilities of the Issuer and the Guarantors to fulfil their
respective obligations under the Notes are discussed
under "Risk Factors" below.

Arranger: Citigroup Global Markets New Zealand Limited.

Dealers: Citigroup Global Markets New Zealand Limited, The
Hongkong and Shanghai Banking Corporation Limited
(incorporated in the Hong Kong SAR, acting through its
New Zealand branch) and MUFG Securities Asia Limited,
and any other Dealer appointed from time to time by the
Issuer and the Guarantors either generally in respect of
the Programme or in relation to a particular Tranche of
Notes.

Trustee: The Law Debenture Trust Corporation p.l.c.

Principal Paying Agent: Citibank, N.A., London Branch.

Registrar: Citibank, N.A., London Branch.

Listing and Trading: For the listing of any Notes which are agreed at the time
of issue thereof to be listed on the ASX, application will be
made by the Issuer to the ASX. There is no assurance
that the application to the ASX for the listing of the Notes
will be approved. Notes which are listed on the ASX will

- 7 -

not be transferred through, or registered on, the CHESS
operated by ASX Settlement Pty Limited (ABN 49 008 504
532) and will not be "Approved Financial Products" for the
purposes of that system.
The Programme also permits Notes to be issued on the
basis that they will not be admitted to listing, trading and/or
quotation by any competent authority, stock exchange
and/or quotation system or to be admitted to listing, trading
and/or quotation by such other or further competent
authorities, stock exchanges and/or quotation systems as
may be agreed with the Issuer.
The relevant Pricing Supplement in respect of the issue of
any Notes will specify whether or not such Notes will be
listed, quoted and/or admitted to trading on a stock or
securities exchange.
Clearing Systems: Euroclear and/or Clearstream, Luxembourg and/or, in
relation to any Tranche of Notes, any other clearing
system as may be specified in the relevant Pricing
Supplement.

Initial Programme Amount: Up to U.S.$2,000,000,000 (or its equivalent in other
currencies) aggregate principal amount of Notes
outstanding and guaranteed at any one time.

Issuance in Series: Notes will be issued in Series. Each Series may comprise
one or more Tranches issued on different issue dates.
The Notes of each Series will all be subject to identical
terms, except that the issue date and the amount of the
first payment of interest may be different in respect of
different Tranches. The Notes of each Tranche will all be
subject to identical terms in all respects save that a
Tranche may comprise Notes of different denominations.

Forms of Notes: The Notes will be issued in bearer or registered form as
specified in the applicable Pricing Supplement. Notes
may be issued in bearer form only ("Bearer Notes") or in
registered form only ("Registered Notes"), as described
in the "Forms of the Notes". Each Tranche of Notes will
initially be in the form of either a Temporary Global Note,
a Permanent Global Note or a Registered Global Note in
each case as specified in the relevant Pricing Supplement.
Each Global Note which is not intended to be issued in
new global note form (a "Classic Global Note" or "CGN"),
as specified in the relevant Pricing Supplement, will be
deposited on or around the relevant issue date with a
depositary or a common depositary for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant
clearing system and each Global Note which is intended
to be issued in new global note form (a "New Global Note"
or "NGN"), as specified in the relevant Pricing
Supplement, will be deposited on or around the relevant
issue date with a common safekeeper for Euroclear and/or
Clearstream, Luxembourg. Each Temporary Global Note
will be exchangeable for a Permanent Global Note or, if so
specified in the relevant Pricing Supplement, for Definitive
Notes. If the TEFRA D Rules are specified in the relevant
Pricing Supplement as applicable, certification as to non-
U.S. beneficial ownership will be a condition precedent to
any exchange of an interest in a Temporary Global Note
or receipt of any payment of interest in respect of a

- 8 -

Temporary Global Note. Each Permanent Global Note will
be exchangeable for Definitive Notes in accordance with
its terms. Definitive Notes will, if interest-bearing, have
Coupons attached and, if appropriate, a Talon for further
Coupons.
Currencies: Notes may be denominated in any currency or currencies
as may be agreed between the Issuer and the relevant
Dealer(s), subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements.
Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to, any currency or
currencies other than the currency in which such Notes are
denominated.

Status of the Notes: Notes will be issued on an unsubordinated basis and will
constitute direct and unconditional obligations of the
Issuer.

Status of the Guarantee: Notes will be unconditionally and irrevocably guaranteed
by the Guarantors, on an unsubordinated basis
("Guarantee").

Issue Price: Notes may be issued at any price and either on a fully or
partly paid basis, as specified in the relevant Pricing
Supplement. The price and amount of Notes to be issued
under the Programme will be determined by the Issuer, the
Guarantors and the relevant Dealer(s) at the time of issue
in accordance with prevailing market conditions.

Maturities: Any maturity as may be agreed between the Issuer and
the relevant Dealer(s), subject, in relation to specific
currencies, to compliance with all applicable legal and/or
regulatory and/or central bank requirements.

Redemption: Notes may be redeemable at par or at such other
Redemption Amount (detailed in a formula or otherwise)
as may be specified in the relevant Pricing Supplement.
Notes may also be redeemable in two or more instalments
on such dates and in such manner as may be specified in
the relevant Pricing Supplement.

Optional Redemption: Notes may be redeemed before their stated maturity at the
option of the Issuer (either in whole or in part) and/or the
Noteholders to the extent (if at all) specified in the relevant
Pricing Supplement.

Tax Redemption: Except as described in "Optional Redemption" above,
early redemption will only be permitted for tax reasons as
described in Condition 11(b) (Redemption and Purchase -
Redemption for tax reasons).

Interest: Notes may be interest-bearing or non-interest bearing.
Interest (if any) may accrue at a fixed rate or a floating rate
or other variable rate and the method of calculating
interest may vary between the issue date and the maturity
date of the relevant Series.

Denominations: Notes will be issued in denominations of €100,000 or such
other denominations as may be agreed between the
Issuer and the relevant Dealer(s) and as indicated in the
applicable Pricing Supplement provided that the minimum
denomination of each Note will be €100,000 (or, if the

- 9 -

Notes are denominated in a currency other than euro, at
least the equivalent amount in such currency) or such
other higher amount as may be required from time to time
by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the relevant Specified
Currency.
Negative Pledge: The Notes will have the benefit of a negative pledge as
described in Condition 6 (Negative Pledge).

Cross Default: The Notes will have the benefit of a cross default as
described in Condition 14 (Events of Default and
Enforcement).

Taxation: All payments in respect of Notes will be made free and
clear of withholding taxes of New Zealand, unless the
withholding is required by law. In that event, the Issuer will
(subject as provided in Condition 13 (Taxation)) pay such
additional amounts as will result in the Noteholders
receiving such amounts as they would have received in
respect of such Notes had no such withholding been
required.

Governing Law: English law.

Ratings: The Programme has been rated BBB by S&P Global
Ratings Australia Pty Ltd ("S&P Global") and Baa2 by
Moody's Investors Service Pty Limited ("Moody's").
Tranches of Notes may be rated or unrated. Where a
Tranche of Notes is to be rated, the applicable rating(s)
will be specified in the relevant Pricing Supplement. Such
rating will not necessarily be the same as the ratings
assigned to the Programme. A rating is not a
recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time
by the assigning rating agency.

Selling Restrictions: For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of offering
material in the United States of America, Member States
of the European Economic Area, the United Kingdom,
Hong Kong, Singapore, Japan, Australia and New
Zealand, see "Subscription and Sale" below.
Notes having a maturity of less than one year
Notes having a maturity of less than one year will
constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000, as amended (the
"FSMA") unless they are issued to a limited class of
professional investors and have a denomination of at least
£100,000 or its equivalent, see "Subscription and Sale".

- 10 -

RISK FACTORS
Prospective investors should read and carefully consider the entire Information Memorandum,
including the risks and uncertainties described below. Words and expressions defined in the
"Terms and Conditions of the Notes" below or elsewhere in this Information Memorandum have
the same meanings in this section.
The Issuer and the Original Guarantor believe that the following factors may affect their ability to
fulfil their obligations under Notes issued under the Programme and the Guarantee. All of these
factors are contingencies which may or may not occur and the Issuer and the Original Guarantor
are not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer or the Original Guarantor believe may be material for the purpose of
assessing the market risks associated with Notes issued under the Programme and the
Guarantee are also described below. Additional risks not currently known to the Issuer or the
Original Guarantor or that they now deem immaterial may also adversely affect the Issuer or the
Original Guarantor or affect an investment in the Notes.
Risks relating to the Issuer
The Issuer is a holding company and accordingly substantially all of its assets consist of its
shareholding in the Original Guarantor (as the sole operating subsidiary of the Issuer, at the date
of this Information Memorandum). As such, a further activity of the Issuer is to provide financing
to the Original Guarantor and to refinance these obligations. The ability of the Issuer to satisfy its
obligations under the Notes will depend on financial support from the Original Guarantor from
time to time. The assets of the Issuer should not therefore be primarily relied upon by prospective
investors in making an investment decision to purchase the Notes. Rather, any investment
decision to purchase the Notes should be based primarily on the strength of the Original
Guarantor.
Risks relating to the regulatory environment in which the Chorus Group operates
Regulation of services may adversely affect the Chorus Group's business
At the date of this Information Memorandum, the majority of the Chorus Group's revenue comes
from services that are controlled by regulation; this is predominantly in the form of fibre services
with some residual copper services, as discussed below.
The Chorus Group’s regulated fibre revenues were estimated to be 83% of total revenues in the
12 months to 30 June 2025. Fibre services provided by the Chorus Group are subject to price
quality and information disclosure regulation by the New Zealand Commerce Commission (the
"NZCC") under the New Zealand Telecommunications Act 2001 (the "Telco Act"). The majority
of Chorus Group’s remaining copper services currently have pricing and terms regulated by the
NZCC under the Telco Act, with annual CPI adjustments, as well as a process for deregulation in
Chorus Group and other local fibre companies ("LFCs") fibre areas. As set out in further detail
below, on 21 August 2025 the NZCC recommended to the Minister for Media and
Communications (the "Minister") that copper regulation is no longer needed to promote
competition in areas where it remains and should be omitted from the Telco Act.
In 2018, the Telecommunications (New Regulatory Framework) Amendment Act 2018 (the
"Amendment Act") established the framework for the regulatory regime which applies to fibre
services. Under the Amendment Act:
• the NZCC was required to develop and implement a new regulatory regime for fibre fixed
line access services ("FFLAS"). The new regime came into effect on 1 January 2022.
The remainder of this section focuses on this regulatory framework; and

• the Chorus Group currently remains obliged to provide certain regulated copper services
in accordance with the existing price and non-price terms determined by the NZCC,
subject to annual CPI adjustments and a mechanism for deregulating and/or withdrawing
copper services. The NZCC is required under the Telco Act to undertake and complete

- 11 -

an investigation into the regulation of copper services by 31 December 2025 and advise
the Minister whether Chorus’ copper network outside fibre areas should still be regulated.
On 21 August 2025 the NZCC completed its investigation and recommended that copper
regulation is no longer needed. There are a number of process steps before the final
outcome, detail and timing of any deregulation is confirmed. The details of the final
deregulation requirements may mean the Chorus Group is required to spend more on
maintaining or withdrawing copper services than it would otherwise choose to. A decision
on whether to proceed with the proposed deregulation is expected by the end of 2025.
The FFLAS regulatory framework:
• caps the revenue the Chorus Group is allowed to generate from FFLAS;

• requires the Chorus Group to comply with specified quality standards in the provision of
FFLAS;

• requires the Chorus Group to implement geographically consistent pricing for FFLAS;

• provides for regulations requiring the Chorus Group to provide certain price-capped
FFLAS, including anchor services (a basic broadband fibre service and a basic telephony
fibre service), a direct fibre access service, and unbundled fibre services; and

• provides for regulations requiring the Chorus Group to disclose certain information about
its fibre services to the NZCC.
At the end of 2024 the NZCC set the Chorus Group’s price-quality path for the second regulatory
period ("PQP2"), which runs from 1 January 2025 to 31 December 2028.
Maximum revenue
Under the fibre regime the NZCC determines the cap on revenue that the Chorus Group can
receive from FFLAS following a prescribed consultative process. The maximum revenue the
Chorus Group can earn in any regulatory year is specified by the NZCC in a Price-Quality
Determination ("PQ Determination"), principally with reference to the efficient costs the Chorus
Group is expected to incur in each regulatory period, including a return of and on invested capital
("building blocks revenue"). The PQ Determination sets the Chorus Group’s allowable building
blocks revenue in the first year of each regulatory control period, and that amount is then inflated
by CPI in each subsequent year.
The revenue cap is intended to ensure that the Chorus Group is able to recover its efficient and
prudently incurred costs and is prevented from earning ‘excessive profits’. However, as explained
above, building blocks revenue is determined by the NZCC prior to the commencement of the
regulatory period (currently PQP2, which runs from 1 January 2025 to 31 December 2028) on the
basis of forecast costs. Therefore, there is a risk that actual costs will diverge from forecast. There
are only limited mechanisms to re-open the revenue cap in the course of each regulatory control
period.
Over the course of PQP2 the NZCC intends to review certain regulatory settings under the Telco
Act. Further information about the NZCC’s ongoing work programme is set out below under
"Description of the Chorus Group's Business – Regulatory reviews and litigation".
Quality standards
The PQ Determination sets certain quality standards that the Chorus Group must meet in
providing the relevant FFLAS. The Chorus Group may incur pecuniary penalties if it fails to
achieve these quality standards.
Geographically consistent pricing

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Under the Telco Act, the Chorus Group must charge all access seekers the same price for
providing FFLAS that are in all material respects the same regardless of geographic location.
Anchor services
The Amendment Act gave the Minister power to determine the regulations for anchor services,
the direct fibre access service and unbundled fibre service. In 2021, these regulations were made
prescribing service descriptions and conditions and the maximum price (subject to annual CPI
adjustments) for each of the following:
• Broadband anchor service being a Bitstream access service with a minimum download
speed of 100 megabits per second and a minimum upload speed of 20 megabits per
second provided over a point-to-multipoint fibre connection. The current maximum price
that can be charged for this service is NZ$56.28 per month.
• Voice anchor service being a voice only communication service provided over a point-
to-multipoint fibre connection. The current maximum price that can be charged for this
service is NZ$30.59 per month.
• Large user direct fibre access service being a point-to-point dark fibre access service.
The current maximum price that can be charged per month is NZ$434.28.
The regulations were the subject of High Court proceedings under the Judicial Review Procedure
Act 2016 in 2021-2022. In December 2022, the High Court found certain aspects of the
regulations relating to material incorporated by reference to be unlawful. This resulted in an order
to sever the offending aspects of the Regulations [Chorus Ltd v Minister for the Digital Economy
and Communications [2023] NZHC 662]. The regulations in their severed form retain the high-
level service description and maximum prices for the anchor broadband and voice and DFAS
services that Chorus is required to offer.
Section 208 of the Telco Act provides for the NZCC to review the regulation of the anchor services
ahead of future regulatory periods and make recommendations to the Minister for any regulatory
changes it determines necessary. Section 209 similarly provides for the NZCC to review the
regulation of DFAS from 2025 and at 5 year (minimum) intervals thereafter.
Information disclosure
The Chorus Group has also been subject to information disclosure regulation from 1 January
2022. The Information Disclosure Determination (the "ID Determination") specifies information
that the Chorus Group must either publicly disclose or disclose to the NZCC. The ID
Determination requires the disclosure of detailed information regarding the Chorus Group’s
expenditure and financial performance and is intended to enable the NZCC to monitor the Chorus
Group’s performance.
The NZCC is currently reviewing the ID Determination to ensure they remain fit for purpose. On
5 August 2025 the NZCC published a draft Information Disclosure Amendment Determination. If
confirmed in the NZCC’s final decision, the changes to the information disclosure requirements
will take effect from 1 January 2026, with the Chorus Group’s first public disclosure incorporating
the revised requirements being on 31 May 2027.
General
The Chorus Group is now in the first year of PQP2. While outcomes from future reviews could
adversely impact the Chorus Group's operations, market share, competitiveness, financial
performance and financial position, as could future government policies, ministerial decisions,
regulator decisions or other regulatory outcomes, the Chorus Group believes such risks are
reduced now that the Chorus Group is subject to the new regulatory regime. Information on
ongoing regulatory reviews is set out under "Description of the Chorus Group's Business –
Regulatory reviews and litigation".

- 13 -

Non-compliance with the regulatory framework could result in inquiries, investigations, litigation
and/or fines.
Changes in regulation may require significant further investment without substantial return and
have other consequences
Any further changes in regulation, regulatory reviews or determinations affecting the prices of
fibre and copper services may impact demand for those services or an unbundled form of such
services.
Changes to service specifications and/or non-price terms may also require the Chorus Group to
invest in its network or do other things without price increases, other compensation, or in ways
which do not provide appropriate cost recovery or an adequate return on investment.
Any such changes may adversely affect the Chorus Group's revenue and profitability.
Future government policies, ministerial decisions, regulator decisions or other regulatory
outcomes could adversely impact the Chorus Group's operations, market share, competitiveness,
financial performance and financial position.
The Chorus Group is subject to other material regulation
The Chorus Group is subject to other regulatory determinations of the NZCC including annual
fibre information disclosure requirements, a contribution towards the Telecommunications
Development Levy ("TDL") imposed under the Telco Act and NZCC costs. In addition to
enforceable regulatory determinations of the NZCC, the Chorus Group is subject to other
obligations including open access obligations and telecommunications service obligations under
the Telco Act and deeds with the Crown. Additionally, the Chorus Group is limited in the manner
in which it can withdraw its copper services under the NZCC’s Copper Withdrawal Code. This
may require the Chorus Group to spend more on maintaining copper networks than it would
otherwise choose to. Non-compliance with these requirements could result in inquiries,
investigations, litigation and/or fines. Such circumstances, and/or future changes to requirements,
may adversely impact revenue and costs. Some of these forms of regulation are currently being
reviewed by the NZCC and/or Ministry for Regulation – see "Description of the Chorus Group's
Business – Regulatory reviews and litigation" below.
Furthermore, certain regulatory and legislative rules limit the Chorus Group's ability to pursue
certain business opportunities and activities and, consequently, may affect the returns it can
generate on its assets. There can be no assurances gained by the Chorus Group as to future
policies, ministerial decisions or regulatory outcomes it may face which could adversely impact
the Chorus Group's operations, market share, competitiveness and financial performance.
Further information on regulation applicable to the Chorus Group is set out under the heading
"Description of the Chorus Group's Business – Regulation of the Chorus Group" below.
Regulatory proceedings and investigations
Regulatory proceedings and investigations in relation to the Chorus Group may in the future
require considerable resources and management attention to be diverted to them, which may
adversely affect the Chorus Group's business and results of operations.
Further information on the Chorus Group's regulatory environment is set out under "Description
of the Chorus Group's Business – Regulatory reviews and litigation" and under "Description of
the Chorus Group's Business – Regulation of the Chorus Group" below.
Risks relating to the Chorus Group's services and business
Demand for the Chorus Group's services may decrease as a result of market factors

- 14 -

Chorus’ revenue may reduce from any one or more factors, including greater numbers of Retail
Service Providers ("RSPs") and/or end customers using competing fixed line, fixed wireless,
mobile, satellite or other alternative technologies. In areas where Chorus does not offer fibre
network services, customers are migrating to competing networks as Chorus retires its copper
network (targeted to be achieved by 2030). The Chorus Group is likely to lose market share and
copper revenue as a result. However, Chorus currently expects this loss of revenue to be
proportionally offset by reduced operating costs as the copper network is retired (the copper
network carries higher electricity and maintenance costs than the fibre network). This process
also includes the simplification of property and legacy infrastructure assets, supporting the
optimisation of Chorus' non-core footprint.
Material loss of market share and any resulting material loss of revenue, would have an adverse
impact on the Chorus Group's earnings and profitability.
Chorus’ revenue may be reduced if Chorus does not continue to identify, develop, and invest in
new opportunities to derive non-regulated revenues in a way which achieves an effective rate of
return.
Demand for fibre services may vary
The Chorus Group’s future revenues and profitability may be impacted by:
• The growth in demand for fibre services as customers migrate from alternative networks
or new premises are connected;
• The mix of fibre services sold between basic plans and higher-priced premium services;
and
• The reduction in copper and other legacy service revenues as customers migrate to
alternative networks, the copper network is shut down and Chorus’ legacy equipment is
withdrawn.
Demand growth for fibre services may also be affected by retail and business consumer
confidence, inflation (reduced disposable income), changes in migration trends, employment
rates, and attributed utility (e.g., risk of negative impact if working from home or streamed video
content trends reverse).
Market growth for fibre services is partly determined by the number of new dwellings being built
and released into the market. Risks to the development of new premises include supply chain
shortages, as well as local and central government policies that contribute to cost escalations.
Financial instability of property developers impacted by general market conditions, such as slow
upstream property sales, may also hamper new premises growth. There are also demand-related
risks such as population decline due to negative net migration and cost inflation reducing
affordability of new builds leading to low occupancy.
The Chorus Group supplies fibre services to businesses, so demand for these services is driven
by a number of factors including the health of the wider economy and availability of competing
services.
The Chorus Group’s profitability is also driven by the impact of inflation on input costs such as
service company work, electricity and network equipment costs. There is a risk that high
inflationary pressures cannot be offset by increases in pricing, leading to reduced profitability.
Generative AI technologies represent an opportunity and a challenge for the Chorus Group. AI’s
high bandwidth demands are aligned with the capabilities of the fibre network. However, if the
Chorus Group fails to sufficiently respond to the innovation in generative AI technologies
(including by adopting and integrating these technologies to deliver its services effectively) it may
lose its competitive advantage and lose market share to alternative technologies.
The above risk factors either individually or in combination may reduce the Chorus Group's
revenues, increase its costs or otherwise adversely impact its financial and competitive positions
and performance. These risks could be increased if the Chorus Group fails to deliver adequate
performance and an appropriate experience to its RSPs and customers.

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Field services risk and customer experience risk
The Chorus Group engages external suppliers to build, operate and maintain its network and to
supply services, equipment and materials. Significant failure by these parties could impact the
Chorus Group's ability to meet its obligations. For example, failure of a supplier could result in
the Chorus Group breaching its obligations to an RSP and could affect the Chorus Group's
financial position and performance.
Given the fibre network build is largely complete, declining work volumes and difficulty in
accurately forecasting third party build work increases the risk that third party contractors and the
skilled technicians employed by them seek alternative work. If the Chorus Group is unable to
attract contractors and skilled technicians, this may result in delays to network maintenance and
upgrades, or services being delivered below expected standards, thereby impacting the Chorus
Group’s ability to meet its strategic objectives.
The Chorus Group is also dependent on its own skilled and experienced employees to provide
its services. If the Chorus Group is unable to attract and retain employees with key technical,
service or institutional knowledge, this may impact the Chorus Group's ability to deliver its future
plans and materially affect its financial performance. It may also impact the Chorus Group’s
service performance – i.e. the service provided may not meet fibre customer or RSP partner
expectations, or regulatory requirements under price-quality regulation.
Potential risks to the Chorus Group's ability to attract and retain skilled and experienced people
include failing to implement the key elements of its updated operating model to meet the evolving
demands of the business, and exposing employees to significant work-related pressures as the
Chorus Group moves to being a simpler all-fibre business by 2030.
Concentration of the customer base
The Chorus Group has a concentrated customer base consisting predominantly of approximately
90 RSPs. The concentration of the Chorus Group's customer base heightens the risk that a
dispute with an RSP, or an RSP’s failure to pay for services on an ongoing basis (whether as a
result of a dispute or an RSP experiencing financial difficulty), will have an adverse effect on the
Chorus Group's collectability of receivables and cash flow.
Worker welfare
The Chorus Group’s supply chains span around 1,100 direct suppliers representing
approximately NZ$730 million in procurement spend in the year ended 30 June 2025. Most of the
Chorus Group’s direct supplier spend is in New Zealand. Keeping people healthy and safe is a
priority of the Chorus Group. This includes a policy that no strategic objective will be prioritised
over the health and wellbeing of any person in the Chorus Group's work environments. The
Chorus Group is committed to taking all reasonably practicable steps to ensure a safe and secure
environment (for both employees and contractors).
The Chorus Group manages the risk of modern slavery in its international supply chain and the
risk of employment law breaches by subcontractors, particularly in relation to migrant workers
engaged in its field workforce. It works collaboratively with its field service companies to minimise
the risk through preventive education and mechanisms to proactively identify and resolve any
breaches. The Chorus Group expects its suppliers to share its commitment that everyone is
treated fairly and requires suppliers to meet the Chorus Supplier Code of Practice which specifies
the standards Chorus requires its suppliers to meet. The aim is to make worker welfare an
everyday part of business.
Failure to mitigate these risks may damage the Chorus Group’s reputation, and as a result, its
revenue and market share.
Technological security and resilience
Chorus relies on information technology (“IT”) systems to run the enterprise business and to
configure, provision, monitor and upgrade the services provided to wholesale customers. These

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IT systems are mainly maintained at redundant data centre locations in New Zealand for resiliency
purposes. Additionally, software as a service applications are used when appropriate to do so.
The Chorus Group has significant contingency strategies in place to address business disruption
events (including cyber threats), and mitigate associated risks, including those relating to the
operation of the Chorus Group's network and IT systems and those of third parties on which it
relies. However, a major failure could still occur requiring significant and additional unexpected
expenditure. Any interruption to the operations of the Chorus Group's network could result in lost
revenue, additional capital expenditure requirements, higher operating costs, damage to the
Chorus Group's reputation and liability to RSPs or customers. If failures occur in the regulated
fibre access network, the Chorus Group may breach NZCC quality standards and negatively
impact customer perception of fibre’s reliability resulting in lower fibre uptake.
Physical risks to network infrastructure
The Chorus Group's network infrastructure is vulnerable to damage or interruption from a range
of risks, including equipment failure, cable cuts, power failures, earthquake, fire and intentional
damage, as well as climate-related events (such as extreme weather events).
The Chorus Group’s insurance programme covers all risks (subject to standard exclusions) of
physical damage and business interruption for above-ground assets. Specific cover is provided
for damage to underground cables in Auckland, Hamilton, Wellington and Dunedin. However,
there is no assurance that the insurance cover in place would be sufficient to cover all potential
losses.
The Chorus Group may require significant capital resources to fund its business and could be
adversely affected by the failure to maintain credit ratings
The Chorus Group may have large funding requirements from time to time, particularly if it invests
in growth opportunities that either leverage the Chorus Group’s existing assets or grow its
infrastructure. Such opportunities may also expose Chorus to risks related to infrastructure and
construction projects, including unexpected costs and delays requiring additional or different
funding.
In October 2025, the Government requested that National Infrastructure Funding and Financing
(previously known as Crown Infrastructure Partners) (“NIFF”) explore the feasibility of selling the
Crown Funding Securities (to the extent not already repaid by Chorus). These securities carry
no right to vote at meetings of holders of Chorus ordinary shares. It is not possible to predict the
outcome of this NIFF feasibility exploration, and (if a sale of Crown Funding Securities proceeds)
the structure or outcome of that sale. Depending on the structure and outcome of any such sale,
there may be a risk of an adverse impact on Chorus’ credit rating.
The Chorus Group's ability to refinance maturing debt, repay or refinance Crown Funding
Securities or raise new debt may be adversely affected if it is unable to maintain its investment
grade credit rating.
Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange
rate risk, interest rate risk and credit risk:
The secondary market generally
Notes may have no established trading market when issued, and one may never develop. If a
market does develop, it may not be very liquid. In addition, the ability of the Dealers to make a
market in the Notes (if applicable) may be impacted by changes in regulatory requirements
applicable to the marketing, holding and trading of, and issuing quotations with respect to, the
Notes. Therefore, investors may not be able to sell their Notes easily or at prices that will provide
them with a yield comparable to similar investments that have a developed secondary market.
This is particularly the case for Notes that are especially sensitive to interest rate, currency or
market risks, are designed for specific investment objectives or strategies or have been structured

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to meet the investment requirements of limited categories of investors. These types of Notes
generally would have a more limited secondary market and more price volatility than conventional
debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.
Prior to their maturity, the secondary market value of Notes may also be influenced by many
factors including, without limitation, the operating performance of the Chorus Group, prevailing
interest rates, the market for similar securities, general economic conditions, market sentiment or
risk aversion generally.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes and the Original Guarantor will make any
payments under the Guarantee in the Specified Currency. This presents certain risks relating to
currency conversions if an investor's financial activities are denominated principally in a currency
or currency unit (the "Investor's Currency") other than the Specified Currency. These include
the risk that exchange rates may significantly change (including changes due to devaluation of
the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with
jurisdiction over the Investor's Currency may impose or modify exchange controls. An
appreciation in the value of the Investor's Currency relative to the Specified Currency would
decrease:
(i) the Investor's Currency-equivalent yield on the Notes;
(ii) the Investor's Currency-equivalent value of the principal payable on the Notes; and
(iii) the Investor's Currency-equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange
controls that could adversely affect an applicable exchange rate. As a result, investors may
receive less interest or principal than expected, or no interest or principal.
Interest rate risks
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates
may adversely affect the value of the Fixed Rate Notes.
Inflation risk
Noteholders may suffer erosion on the return of their investments due to inflation. Noteholders
would have an anticipated rate of return based on expected inflation rates on the purchase of the
Notes. An unexpected increase in inflation could reduce the actual returns.
Global financial turmoil has in the past led to volatility in international capital markets which may
adversely affect the market price of the Notes
Global financial turmoil has in the past resulted in substantial and continuing volatility in
international capital markets. Any future deterioration in global financial conditions could have a
material adverse effect on worldwide financial markets, which may adversely affect the market
price of the Notes.
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The
rating(s) (if any) of the Notes will be specified in the applicable Pricing Supplement. The ratings
may not reflect the potential impact of all risks related to structure, market, additional factors
discussed above, and other factors that may affect the value of the Notes.
A credit rating is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the rating agency at any time.

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An issue may not proceed
The Issuer may decide not to proceed with an issue of Notes under the Programme. Where this
is the case, the investor will have no rights against the Issuer or the Guarantors in relation to any
expense incurred or loss suffered.
Risks related to Notes generally
Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each investor should have (either alone or with the help of a
financial adviser):
(i) sufficient knowledge and experience in financial and business matters to make a
meaningful evaluation of the Notes, the merits and risks of investing in the Notes, and the
information contained in this Information Memorandum and any applicable supplement or
Pricing Supplement;
(ii) access to, and knowledge of, appropriate analytical tools to evaluate the merits and risks
an investment in the Notes and the impact the Notes will have on its overall investment
portfolio in the context of its particular circumstances;
(iii) sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential
investor's currency;
(iv) a thorough understanding of the terms and conditions of the Notes and be familiar with
the behaviour of any relevant indices and financial markets;
(v) the ability to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect an investment in
the relevant Notes and its ability to bear the applicable risks; and
(vi) the expertise to evaluate how the Notes will perform under changing conditions, the
resulting effects on the value of the Notes and the impact on the investor's overall
investment portfolio.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do
not purchase complex financial instruments as stand-alone investments. They purchase complex
financial instruments as a way to reduce risk or enhance yield with an understood, measured,
appropriate addition of risk to their overall portfolios.
Particular issues of Notes may not be an appropriate investment for investors who are
inexperienced with respect to:
(i) the applicable interest rate indices, currencies, other indices or formulas, or redemption
or other rights or options; and
(ii) investments where the amount of principal and/or interest payable (if any) is based on the
price, value, performance or some other factor and/or the creditworthiness of one or more
entities; or investments where a currency of payment and the investor's currency are
different.

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Events of Default
Before the Trustee can accelerate the Notes following the occurrence of certain Events of Default,
it must certify that the occurrence of such event is materially prejudicial to the interests of the
Noteholders.
Modification, waivers and substitution
The Conditions contain provisions for calling meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders, including Noteholders who did not attend and vote at the relevant meeting and
investors who voted in a manner contrary to the majority.
The Conditions of the Notes also provide that the Trustee may, without the consent of Noteholders,
Receiptholders or Couponholders, agree to:
(i) any modification of, or to the waiver or authorisation of any breach or proposed breach of,
any of the provisions of Notes, the Conditions, the Paying Agency Agreement or the Trust
Deed, or determine that any Event of Default or Potential Event of Default shall not be
treated as such; or
(ii) any modification which is of a formal or minor or technical nature or is made to correct a
manifest error; or
(iii) the substitution of the Original Guarantor or any other Subsidiary as principal debtor under
the Trust Deed and in relation to the Notes, Receipts and Coupons of any Series in place
of the Issuer, in the circumstances described in Condition 18(c).
Change of law
The Conditions of the Notes are based on English law in effect as at the date of issue of the
relevant Notes. No assurance can be given as to the impact of any possible judicial decision or
change to English law or administrative practice after the Issue Date of the relevant Notes.
Changes in law, including a change to the Issuer's legal status, control or tax residence and
changes to the law governing the Notes, may alter the rights of investors from those at the time
of the issue and may impact on the ability of an investor to enforce its rights as they existed at the
Issue Date.
Further, changes in governmental policy and regulation may also have an impact on the Issuer
and/or the Guarantors. In addition to changes in laws and regulations, the policies and practices
of government regulators may change and political and diplomatic developments may have an
unexpected or adverse impact on the terms and conditions of the Notes.
Notes where denominations involve integral multiples: Definitive Notes
In relation to Notes which have denominations consisting of a minimum Specified Denomination
plus one or more higher integral multiples of another smaller amount, it is possible that such Notes
may be traded in amounts that are not integral multiples of such minimum Specified Denomination.
In such case an investor who, as a result of trading such amounts, holds an amount which is less
than the minimum Specified Denomination in his account with the relevant clearing system at the
relevant time may not receive a Definitive Note in respect of such holding (should Definitive Notes
be printed) and would need to purchase a principal amount of Notes such that its holding amounts
to a Specified Denomination.
If Definitive Notes are issued, holders should be aware that Definitive Notes which have a
denomination that is not an integral multiple of the minimum Specified Denomination may be
illiquid and difficult to trade.

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The Guarantees provided by the Guarantors may be limited by applicable laws or subject to
certain defences that may limit their validity and enforceability
The Guarantees given by the Guarantors provide holders of Notes with a direct claim against the
relevant Guarantor in respect of the Issuer's payment obligations under the Notes. Enforcement
of each Guarantee would be subject to certain generally available defences. Local laws and
defences may vary, and may include those that relate to corporate benefit (ultra vires), fraudulent
conveyance or transfer, voidable preference, financial assistance, corporate purpose, liability in
tort, subordination and capital maintenance or similar laws and concepts. They may also include
regulations or defences which affect the rights of creditors generally.
If a court were to find a Guarantee given by a Guarantor, or a portion thereof, void or
unenforceable as a result of such local laws or defences, holders would cease to have any claim
in respect of that Guarantor and would be creditors solely of the Issuer and any remaining
Guarantors and, if payment had already been made under the relevant Guarantee, the court could
require that the recipient return the payment to the relevant Guarantor.
Risks related to a particular issue of Notes
The risks of a particular Note will depend on the terms of the relevant Note, but may include,
without limitation, the possibility of significant changes in:
(a) the values of the applicable currencies, commodities, interest rates or other indices or
formulae; or
(b) the price, value, performance or any other applicable factor relating to one or more
securities, assets or other property; or
(c) the creditworthiness of entities other than the Issuer or the Guarantors.
Such risks generally depend on factors over which the Issuer and the Guarantors have no control
and which cannot readily be foreseen, such as economic and political events and the supply of
and demand for the relevant currencies, commodities, securities, assets or other property.
Neither the current nor the historical price, value or performance of:
(i) the relevant currencies, commodities, interest rates or other indices or formulae; or
(ii) the relevant classes of securities, assets or other property; or
(iii) the relevant entities,
should be taken as an indication of future price, value or performance during the term of any Note.
A wide range of Notes may be issued under the Programme. A number of these Notes may have
features which contain particular risks for potential investors. Set out below is a description of the
most common such features:
Notes subject to optional redemption by the Issuer
An optional redemption feature of Notes is likely to limit their market value and the secondary
market of the Notes. During any period when the Issuer may elect to redeem Notes, the market
value of those Notes generally will not rise substantially above the price at which they can be
redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest
rate on the Notes. At those times, an investor generally would not be able to reinvest the
redemption proceeds at an effective interest rate as high as the interest rate on the Notes being
redeemed and may only be able to do so at a significantly lower rate. Potential investors should
consider reinvestment risk in light of other investments available at that time.

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Regulation of benchmarks may lead to future reforms or discontinuation
The Euro Interbank Offered Rate ("EURIBOR") and other interest rates or other types of rates
and indices which are deemed to be benchmarks have been subject to significant regulatory
scrutiny and legislative intervention in recent years. This relates not only to creation and
administration of benchmarks, but, also, to the use of a benchmark rate. In the EU, for example,
Regulation (EU) No. 2016/1011, as amended (the "EU Benchmarks Regulation") applies to the
provision of, contribution of input data to, and the use of, a benchmark within the EU, subject to
certain transitional provisions. Similarly, Regulation (EU) No. 2016/1011 as it forms part of
domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018, as amended (the
"UK Benchmarks Regulation") applies to the provision of, contribution of input data to, and the
use of, a benchmark within the UK, subject to certain transitional provisions.
Legislation such as the EU Benchmarks Regulation or the UK Benchmarks Regulation, if
applicable, could have a material impact on any Notes linked to EURIBOR or another benchmark
rate or index – for example, if the methodology or other terms of the benchmark are changed in
the future in order to comply with the terms of the EU Benchmarks Regulation or UK Benchmarks
Regulation or other similar legislation, or if a critical benchmark is discontinued or is determined
to be by a regulator to be "no longer representative". Such factors could (amongst other things)
have the effect of reducing or increasing the rate or level or may affect the volatility of the
published rate or level of the benchmark. They may may also have the effect of discouraging
market participants from continuing to administer or contribute to certain "benchmarks", trigger
changes in the rules or methodologies used in certain "benchmarks", or lead to the discontinuance
or unavailability of quotes of certain "benchmarks".
Although EURIBOR has subsequently been reformed in order to comply with the terms of the EU
Benchmarks Regulation, it remains uncertain as to how long it will continue in its current form, or
whether it will be further reformed or replaced with the Euro Short Term Rate ("€STR") or an
alternative benchmark.
The elimination of EURIBOR or any other benchmark, or changes in the manner of administration
of any benchmark, could require or result in an adjustment to the interest calculation provisions
of the Conditions (as further described in Condition 8(m) (Benchmark Replacement (Independent
Adviser)), or result in adverse consequences to holders of any Notes linked to such benchmark
(including Floating Rate Notes whose interest rates are linked to EURIBOR or any other such
benchmark that is subject to reform). Furthermore, even prior to the implementation of any
changes, uncertainty as to the nature of alternative reference rates and as to potential changes
to such benchmark may adversely affect such benchmark during the term of the relevant Notes,
the return on the relevant Notes and the trading market for securities (including the Notes) based
on the same benchmark.
Interest rate "fallback" arrangements may lead to Notes performing differently or the effective
application of a "fixed rate"
If a relevant benchmark (including any page on which such benchmark may be published (or any
other successor service)) becomes unavailable or a Benchmark Event or a Benchmark Transition
Event (each as defined in the Conditions), as applicable, occurs, the Conditions of the Notes
provide for certain fallback arrangements. Such fallback arrangements include the possibility that
the rate of interest could be set by reference to a successor rate or an alternative rate and that
such successor rate or alternative reference rate may be adjusted (if required) in accordance with
the recommendation of a relevant governmental body or in order to reduce or eliminate, to the
extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
applicable) to investors arising out of the replacement of the relevant benchmark, although the
application of such adjustments to the Notes may not achieve this objective.
Any such changes may result in the Notes performing differently (which may include payment of
a lower interest rate) than if the original benchmark continued to apply. It is also possible that
such an event may be deemed to have occurred prior to the issue date for a Series of Notes.
Moreover, due to the uncertainty concerning the availability of successor rates and alternative
reference rates and the involvement of an Independent Adviser (as defined in the Conditions) in

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certain circumstances, the relevant fallback provisions may not operate as intended at the
relevant time. Additionally, in certain circumstances, the ultimate fallback of interest for a
particular Interest Period may result in the rate of interest for the last preceding Interest Period
being used, which may result in the effective application of a fixed rate for Floating Rate Notes
based on the rate which was last observed on the Relevant Screen Page.
Any such consequences could have a material adverse effect on the value of and return on any
such Notes. Investors should consult their own independent advisers and make their own
assessment about the potential risks arising from the possible cessation or reform of certain
reference rates in making any investment decision with respect to any Notes linked to or
referencing a benchmark.
The administrator of SOFR or any related indices may make changes that could change the value
of SOFR or any related index, or discontinue SOFR or any related index
Newer reference rates or any related indices and rates that fall outside the scope of the EU
Benchmarks Regulation and UK Benchmarks Regulation may also be subject to changes or
discontinuation. The Federal Reserve Bank of New York (or its successor) as administrator of
the Secured Overnight Financing Rate ("SOFR") (and the SOFR Compounded Index) may make
methodological or other changes that could change the value of this risk-free rate and/or index,
including changes related to the method by which such risk-free rate is calculated, eligibility
criteria applicable to the transactions used to calculate SOFR, or timing related to the publication
of SOFR or any related indices. In addition, the administrator may alter, discontinue or suspend
calculation or dissemination of SOFR or any related index (in which case a fallback method of
determining the interest rate on the Notes will apply). The administrator has no obligation to
consider the interests of Noteholders when calculating, adjusting, converting, revising or
discontinuing any such risk-free rate.
Methodologies for the calculation of risk-free rates (including overnight rates or forward-looking
rates) as reference rates for Floating Rate Notes may vary and may evolve
"Risk-free" rates, such as SOFR, as reference rates for Eurobonds, have become more commonly
used as benchmark rates for bonds in recent years. Most of the rates are backwards-looking, but
the methodologies to calculate the risk-free rates are not uniform. Such different methodologies
may result in slightly different interest amounts being determined in respect of otherwise similar
securities.
The Issuer may in the future also issue Notes referencing SOFR, the SOFR Compounded Index
or €STR that differ materially in terms of interest determination when compared with any previous
Notes issued by it under this Programme.
Such variations could result in reduced liquidity or increased volatility or might otherwise affect
the market price of any Notes that reference a risk-free rate issued under this Programme from
time to time. In addition, investors should consider how any mismatch between applicable
conventions for the use of reference rates in the bond, loan and derivatives markets may impact
any hedging or other financial arrangements which they may put in place in connection with any
acquisition, holding or disposal of Notes referencing such risk-free rates. Investors should
consider these matters when making their investment decision with respect to any Notes which
reference SOFR or any related indices.
It is not possible to calculate interest rates in advance for Notes which reference SOFR or any
related indices
Interest on Notes which reference a backwards-looking risk-free rate is only capable of being
determined immediately prior to the relevant Interest Payment Date. It may therefore be difficult
for investors in Notes which reference such risk-free rates reliably to estimate the amount of
interest which will be payable on such Notes.
Further, in contrast to Notes linked to interbank offered rates, if Notes referencing backwards-
looking rates become due and payable as a result of an Event of Default under Condition 14

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(Events of Default and Enforcement), or are otherwise redeemed early on a date which is not an
Interest Payment Date, the final Rate of Interest payable in respect of such Notes shall be
determined by reference to a shortened period ending immediately prior to the date on which the
Notes become due and payable or are scheduled for redemption.
Dual Currency Notes
The Issuer may issue Notes with principal or interest payable in one or more currencies which
may be different from the currency in which the Notes are denominated.
Potential investors should be aware that:
(i) the market price of such Notes may be volatile;
(ii) they may receive no interest;
(iii) payment of principal or interest may occur at a different time or in a different currency than
expected; and
(iv) the amount of principal payable at redemption may be less than the nominal amount of
such Notes or even zero, so they may lose all or a substantial portion of their principal.
Partly Paid Notes
The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure
to pay any subsequent instalment could result in an investor losing all of its investment.
Variable rate Notes with a multiplier or other leverage factor
Notes with variable interest rates can be volatile investments. If they are structured to include
multipliers or other leverage factors, or caps or floors, or any combination of those features or
other similar related features, their market values may be even more volatile than those for
securities that do not include those features.
Inverse Floating Rate Notes
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon
a reference rate such as EURIBOR. The market values of those Notes typically are more volatile
than market values of other conventional floating rate debt securities based on the same
reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more
volatile because an increase in the reference rate not only decreases the interest rate of the Notes,
but may also reflect an increase in prevailing interest rates, which further adversely affects the
market value of these Notes.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating
rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a
conversion, this will affect the secondary market and the market value of the Notes since the
Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of
borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the
spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on
comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating
rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating
rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates
on its Notes.

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An investment in fixed rate Notes involves the risk that subsequent changes in market interest
rates may adversely affect the value of such fixed rate notes. Increases in relevant interest rates
may adversely affect the market value of the Notes.
Notes issued at a substantial discount or premium
The market values of Notes issued at a substantial discount or premium to their nominal amount
tend to fluctuate more in relation to general changes in interest rates than do prices for
conventional interest-bearing securities. Generally, the longer the remaining term of the
securities, the greater the price volatility as compared to conventional interest-bearing securities
with comparable maturities.
Legal considerations relating to an investment in Notes
The investment activities of certain investors are or may be subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult
their legal advisers to determine whether and to what extent:
(i) Notes are legal investments for it;
(ii) Notes can be used as collateral for various types of borrowing; and
(iii) other restrictions apply to its purchase or pledge of any Notes.
Financial institutions should consult their legal advisers or the appropriate regulators to determine
the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

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FORMS OF THE NOTES
Bearer Notes
Each Tranche of Bearer Notes will initially be in the form of either a temporary bearer global note
(the "Temporary Global Note"), without interest coupons, or a permanent bearer global note (the
"Permanent Global Note"), without interest coupons, in each case as specified in the relevant
Pricing Supplement. Each Temporary Global Note or, as the case may be, Permanent Global
Note (each a "Global Bearer Note") which is not intended to be issued in new global note ("NGN")
form, as specified in the relevant Pricing Supplement, will be deposited on or around the issue
date of the relevant Tranche of the Notes with a depositary or a common depositary for Euroclear
Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg")
and/or any other relevant clearing system, and each Global Bearer Note which is intended to be
issued in NGN form, as specified in the relevant Pricing Supplement, will be deposited on or
around the issue date of the relevant Tranche of the Notes with a common safekeeper for
Euroclear and/or Clearstream, Luxembourg.
On 13 June 2006 the European Central Bank (the "ECB") announced that Notes in NGN form are
in compliance with the "Standards for the use of EU securities settlement systems in ESCB credit
operations" of the central banking system for the euro (the "Eurosystem"), provided that certain
other criteria are fulfilled. At the same time the ECB also announced that arrangements for Notes
in NGN form will be offered by Euroclear and Clearstream, Luxembourg as of 30 June 2006 and
that debt securities in global bearer form issued through Euroclear and Clearstream, Luxembourg
after 31 December 2006 will only be eligible as collateral for Eurosystem operations if the NGN
form is used.
The relevant Pricing Supplement will indicate whether such Bearer Notes are intended to be held
in a manner which would allow Eurosystem eligibility. Any indication that the Bearer Notes are to
be so held does not necessarily mean that the Bearer Notes of the relevant Tranche will be
recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations
by the Eurosystem either upon issue or at any times during their life as such recognition depends
upon satisfaction of the Eurosystem eligibility criteria.
The relevant Pricing Supplement will also specify whether United States Treasury Regulation
§1.163-5(c)(2)(i)(C) (the "TEFRA C Rules") or United States Treasury Regulation
§1.163-5(c)(2)(i)(D) (the "TEFRA D Rules") are applicable in relation to the Notes or, if the Notes
do not have a maturity of more than 365 days, that neither the TEFRA C Rules nor the TEFRA D
Rules are applicable.
Temporary Global Note exchangeable for Permanent Global Notes
If the relevant Pricing Supplement specifies the form of Notes as being "Temporary Global Note
exchangeable for a Permanent Global Note", then the Notes will initially be in the form of a
Temporary Global Note which will be exchangeable, in whole or in part, for interests in a
Permanent Global Note, without interest coupons, not earlier than 40 days after the issue date of
the relevant Tranche of the Notes upon certification as to non-U.S. beneficial ownership. No
payments will be made under the Temporary Global Note unless exchange for interests in the
Permanent Global Note is improperly withheld or refused. In addition, interest payments in
respect of the Notes cannot be collected without such certification of non-U.S. beneficial
ownership.
Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a
Permanent Global Note, the Issuer shall procure (in the case of first exchange) the delivery of a
Permanent Global Note to the bearer of the Temporary Global Note or (in the case of any
subsequent exchange) an increase in the principal amount of the Permanent Global Note in
accordance with its terms against:
(a) presentation and (in the case of final exchange) presentation and surrender of the
Temporary Global Note to or to the order of the Principal Paying Agent; and

- 26 -

(b) receipt by the Principal Paying Agent of a certificate or certificates of non-U.S. beneficial
ownership.
The principal amount of Notes represented by the Permanent Global Note shall be equal to the
aggregate of the principal amounts specified in the certificates of non-U.S. beneficial ownership
provided, however, that in no circumstances shall the principal amount of Notes represented by
the Permanent Global Note exceed the initial principal amount of Notes represented by the
Temporary Global Note.
If:
(a) the Permanent Global Note has not been delivered or the principal amount thereof
increased by 5.00 p.m. (London time) on the seventh day after the bearer of the
Temporary Global Note has requested exchange of an interest in the Temporary Global
Note for an interest in a Permanent Global Note; or
(b) the Temporary Global Note (or any part thereof) has become due and payable in
accordance with the Terms and Conditions of the Notes or the date for final redemption
of the Temporary Global Note has occurred and, in either case, payment in full of the
amount of principal falling due with all accrued interest thereon has not been made to the
bearer of the Temporary Global Note in accordance with the terms of the Temporary
Global Note on the due date for payment,
then the Temporary Global Note (including the obligation to deliver a Permanent Global Note) will
become void at 5.00 p.m. (London time) on such seventh day (in the case of (a) above) or at 5.00
p.m. (London time) on such due date (in the case of (b) above) and the bearer of the Temporary
Global Note will have no further rights thereunder (but without prejudice to the rights which the
bearer of the Temporary Global Note or others may have under the Trust Deed).
The Permanent Global Note will become exchangeable, in whole but not in part only and at the
request of the bearer of the Permanent Global Note, for Bearer Notes in definitive form
("Definitive Notes"):
(a) on the expiry of such period of notice as may be specified in the Pricing Supplement; or
(b) at any time, if so specified in the Pricing Supplement; or
(c) if the Pricing Supplement specifies "in the limited circumstances described in the
Permanent Global Note", then if either of the following events occurs:
(i) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is
closed for business for a continuous period of 14 days (other than by reason of
legal holidays) or announces an intention permanently to cease business; or
(ii) any of the circumstances described in Condition 14 (Events of Default and
Enforcement) occurs.
Whenever the Permanent Global Note is to be exchanged for Definitive Bearer Notes, the Issuer
shall procure the prompt delivery (free of charge to the bearer) of such Definitive Bearer Notes,
duly authenticated and with Coupons and Talons attached (if so specified in the Pricing
Supplement), in an aggregate principal amount equal to the principal amount of Notes
represented by the Permanent Global Note to the bearer of the Permanent Global Note against
the surrender of the Permanent Global Note to or to the order of the Principal Paying Agent within
30 days of the bearer requesting such exchange.
If:
(a) Definitive Bearer Notes have not been duly delivered by 5.00 p.m. (London time) on the
thirtieth day after the bearer has requested exchange of the Permanent Global Note for
Definitive Bearer Notes; or

- 27 -

(b) the Permanent Global Note was originally issued in exchange for part only of a Temporary
Global Note representing the Notes and such Temporary Global Note becomes void in
accordance with its terms; or
(c) the Permanent Global Note (or any part thereof) has become due and payable in
accordance with the Terms and Conditions of the Notes or the date for final redemption
of the Permanent Global Note has occurred and, in either case, payment in full of the
amount of principal falling due with all accrued interest thereon has not been made to the
bearer in accordance with the terms of the Permanent Global Note on the due date for
payment,
then the Permanent Global Note (including the obligation to deliver Definitive Bearer Notes) will
become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (a) above) or at 5.00
p.m. (London time) on the date on which such Temporary Global Note becomes void (in the case
of (b) above) or at 5.00 p.m. (London time) on such due date ((c) above) and the bearer of the
Permanent Global Note will have no further rights thereunder (but without prejudice to the rights
which the bearer of the Permanent Global Note or others may have under the Trust Deed).
Temporary Global Note exchangeable for Definitive Bearer Notes
If the relevant Pricing Supplement specifies the form of Notes as being "Temporary Global Note
exchangeable for Definitive Bearer Notes" and also specify that the TEFRA C Rules are
applicable or that neither the TEFRA C Rules or the TEFRA D Rules are applicable, then the
Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole
but not in part, for Definitive Bearer Notes not earlier than 40 days after the issue date of the
relevant Tranche of the Notes.
If the relevant Pricing Supplement specifies the form of Notes as being "Temporary Global Note
exchangeable for Definitive Bearer Notes" and also specifies that the TEFRA D Rules are
applicable, then the Notes will initially be in the form of a Temporary Global Note which will be
exchangeable, in whole or in part, for Definitive Bearer Notes not earlier than 40 days after the
issue date of the relevant Tranche of the Notes upon certification as to non-U.S. beneficial
ownership. Interest payments in respect of the Notes cannot be collected without such
certification of non-U.S. beneficial ownership.
Whenever the Temporary Global Note is to be exchanged for Definitive Bearer Notes, the Issuer
shall procure the prompt delivery (free of charge to the bearer) of such Definitive Bearer Notes,
duly authenticated and with Coupons and Talons attached (if so specified in the relevant Pricing
Supplement), in an aggregate principal amount equal to the principal amount of the Temporary
Global Note to the bearer of the Temporary Global Note against the surrender of the Temporary
Global Note to or to the order of the Principal Paying Agent within 30 days of the bearer requesting
such exchange.
If:
(a) Definitive Bearer Notes have not been duly delivered by 5.00 p.m. (London time) on the
thirtieth day after the bearer has requested exchange of the Temporary Global Note for
Definitive Bearer Notes; or
(b) the Temporary Global Note (or any part thereof) has become due and payable in
accordance with the Terms and Conditions of the Notes or the date for final redemption
of the Temporary Global Note has occurred and, in either case, payment in full of the
amount of principal falling due with all accrued interest thereon has not been made to the
bearer in accordance with the terms of the Temporary Global Note on the due date for
payment,
then the Temporary Global Note (including the obligation to deliver Definitive Bearer Notes) will
become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (a) above) or at 5.00
p.m. (London time) on such due date (in the case of (b) above) and the bearer of the Temporary

- 28 -

Global Note will have no further rights thereunder (but without prejudice to the rights which the
bearer of the Temporary Global Note or others may have under the Trust Deed).
Permanent Global Note exchangeable for Definitive Bearer Notes
If the relevant Pricing Supplement specifies the form of Notes as being "Permanent Global Note
exchangeable for Definitive Bearer Notes", then the Notes will initially be in the form of a
Permanent Global Note which will be exchangeable in whole, but not in part, for Definitive Bearer
Notes:
(a) on the expiry of such period of notice as may be specified in the relevant Pricing
Supplement; or
(b) at any time, if so specified in the relevant Pricing Supplement; or
(c) if the relevant Pricing Supplement specifies "in the limited circumstances described in the
Permanent Global Note", then if either of the following events occurs:
(i) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is
closed for business for a continuous period of 14 days (other than by reason of
legal holidays) or announces an intention permanently to cease business; or
(ii) any of the circumstances described in Condition 14 (Events of Default and
Enforcement) occurs.
Whenever the Permanent Global Note is to be exchanged for Definitive Bearer Notes, the Issuer
shall procure the prompt delivery (free of charge to the bearer) of such Definitive Bearer Notes,
duly authenticated and with Coupons and Talons attached (if so specified in the Pricing
Supplement), in an aggregate principal amount equal to the principal amount of Notes
represented by the Permanent Global Note to the bearer of the Permanent Global Note against
the surrender of the Permanent Global Note to or to the order of the Principal Paying Agent within
30 days of the bearer requesting such exchange.
If:
(a) Definitive Bearer Notes have not been duly delivered by 5.00 p.m. (London time) on the
thirtieth day after the bearer has requested exchange of the Permanent Global Note for
Definitive Bearer Notes; or
(b) the Permanent Global Note (or any part thereof) has become due and payable in
accordance with the Terms and Conditions of the Notes or the date for final redemption
of the Permanent Global Note has occurred and, in either case, payment in full of the
amount of principal falling due with all accrued interest thereon has not been made to the
bearer in accordance with the terms of the Permanent Global Note on the due date for
payment,
then the Permanent Global Note (including the obligation to deliver Definitive Bearer Notes) will
become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (a) above) or at 5.00
p.m. (London time) on such due date ((b) above) and the bearer of the Permanent Global Note
will have no further rights thereunder (but without prejudice to the rights which the bearer of the
Permanent Global Note or others may have under the Trust Deed).
Registered Notes
The Registered Notes of each Tranche will initially be represented by a global note in registered
form, without Receipts or Coupons, (a "Registered Global Note") which will be deposited with a
common depositary for, and registered in the name of a common nominee of, Euroclear and
Clearstream, Luxembourg.

- 29 -

Payments of principal, interest and any other amount in respect of a Registered Global Note will,
in the absence of provision to the contrary, be made to the person shown on the Register (as
defined in Condition 12(C) (Payment – Payments in respect of Registered Notes) as the
registered holder of the Registered Global Note. None of the Issuer, the Trustee, the Guarantors,
any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the
records relating to or payments or deliveries made on account of beneficial ownership interests
in any Registered Global Note or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Payments of principal, interest or any other amount in respect of the Registered Notes in definitive
form will, in the absence of provision to the contrary, be made to the persons shown on the
Register on the relevant Record Date immediately preceding the due date for payment in the
manner provided in that Condition.
Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in
part, for definitive Registered Notes without receipts, interest coupons or talons attached only
upon the occurrence of an Exchange Event. For these purposes, "Exchange Event" means that
(i) an Event of Default has occurred, (ii) the Issuer has been notified that Euroclear or
Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than
by reason of holiday, statutory or otherwise) or have announced an intention permanently to
cease business or have in fact done so and, in any such case, no successor clearing system
acceptable to the Trustee is available or (iii) the Issuer has or will become subject to adverse tax
consequences which would not be suffered or required were the Notes represented by the
Registered Global Note in definitive form. The Issuer will promptly give notice to Noteholders in
accordance with Condition 20 (Notices) if an Exchange Event occurs. In the event of the
occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the
instructions of any holder of an interest in such Registered Global Note) or the Trustee may give
notice to the Registrar requesting exchange and, in the event of the occurrence of an Exchange
Event as described in (iii) above, the Issuer may also give notice to the Registrar and the Trustee
requesting exchange. Any such exchange shall occur not later than 10 days after the date of
receipt of the first relevant notice by the Registrar.
Terms and Conditions applicable to the Notes
The terms and conditions applicable to any Definitive Bearer Note will be endorsed on that Note
and will consist of the terms and conditions set out under "Terms and Conditions of the Notes"
below and the provisions of the relevant Pricing Supplement which supplements, amends and/or
replaces those terms and conditions.
The terms and conditions applicable to any Note in global form will differ from those terms and
conditions which would apply to the Note were it in definitive form to the extent described under
"Summary of Provisions Relating to the Notes while in Global Form" below.
Legend concerning United States persons
In the case of any Tranche of Bearer Notes having a maturity of more than 365 days, the Notes
in global form, the Notes in definitive form and any Coupons and Talons appertaining thereto will
bear a legend to the following effect:
"Any United States person who holds this obligation will be subject to limitations under
the United States income tax laws, including the limitations provided in Sections 165(j)
and 1287(a) of the Internal Revenue Code."

- 30 -

TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions which, as supplemented, amended and/or
replaced by the relevant Pricing Supplement, will be endorsed on each Note in definitive form
issued under the Programme. The terms and conditions applicable to any Note in global form will
differ from those terms and conditions which would apply to the Note were it in definitive form to
the extent described under "Summary of Provisions Relating to the Notes while in Global Form"
below.
1. Introduction
(a) Programme: Chorus Limited (the "Issuer") has established a Euro Medium Term Note
Programme (the "Programme") for the issuance of up to U.S.$2,000,000,000 in
aggregate principal amount of notes (the "Notes") guaranteed by Chorus New Zealand
Limited (the "Original Guarantor") and certain other subsidiaries of the Issuer from time
to time (together with the Original Guarantor, the "Guarantors").
(b) Pricing Supplement: Notes issued under the Programme are issued in series (each a
"Series") and each Series may comprise one or more tranches (each a "Tranche") of
Notes. Each Tranche is the subject of a pricing supplement (the "Pricing Supplement")
which supplements these terms and conditions (the "Conditions"). The terms and
conditions applicable to any particular Tranche of Notes are these Conditions as
supplemented, amended and/or replaced by the relevant Pricing Supplement. In the
event of any inconsistency between these Conditions and the relevant Pricing
Supplement, the relevant Pricing Supplement shall prevail.
(c) Trust Deed: The Notes are constituted by, are subject to, and have the benefit of, an
amended and restated trust deed dated 29 June 2022 (as amended or supplemented
from time to time, the "Trust Deed") between the Issuer, the Original Guarantor and The
Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee", which expression
includes all persons for the time being trustee or trustees appointed under the Trust Deed).
(d) Paying Agency Agreement: The Notes are the subject of an amended and restated issue
and paying agency agreement dated 28 September 2016 (the "Paying Agency
Agreement") between, amongst others, the Issuer, the Original Guarantor, Citibank, N.A.,
London Branch as principal paying agent (the "Principal Paying Agent", which
expression includes any successor principal paying agent appointed from time to time in
connection with the Notes), the paying agents named therein (together with the Principal
Paying Agent, the "Paying Agents", which expression includes any successor or
additional paying agents appointed from time to time in connection with the Notes),
Citibank, N.A., London Branch as transfer agent (together with the Paying Agents, the
"Agents") and the Trustee.
(e) The Notes: All subsequent references in these Conditions to "Notes" are to the Notes
which are the subject of the relevant Pricing Supplement and may be issued in bearer or
registered form. Copies of the relevant Pricing Supplement are available for viewing at
Citibank, N.A., London Branch, c/o Citibank, N.A., Dublin Branch, 1 North Wall Quay
Dublin and copies may be obtained from Citibank, N.A., London Branch, c/o Citibank,
N.A., Dublin Branch, 1 North Wall Quay Dublin .
(f) Summaries: Certain provisions of these Conditions are summaries of the Trust Deed and
the Paying Agency Agreement and are subject to their detailed provisions. The holders
of the Notes (the "Noteholders") and the holders of the related interest coupons, if any,
(the "Couponholders" and the "Coupons", respectively) are bound by, and are deemed
to have notice of, all the provisions of the Trust Deed and the Paying Agency Agreement
applicable to them. Copies of the Trust Deed and the Paying Agency Agreement are
available for inspection by Noteholders during normal business hours at the Specified
Offices of each of the Paying Agents, the initial Specified Offices of which are set out
below.

- 31 -

2. Interpretation
(a) Definitions: In these Conditions the following expressions have the following meanings:
"Accrual Yield" has the meaning given in the relevant Pricing Supplement;
"Additional Business Centre(s)" means the city or cities specified as such in the relevant
Pricing Supplement;
"Additional Financial Centre(s)"

means the city or cities specified as such in the relevant
Pricing Supplement;
"Asset" shall include an interest in, or in the assets of, any joint venture, partnership or
similar venture (whether or not incorporated) in which any one or more of the Issuer and
the Guarantors are participant(s);
"Borrowed Moneys Indebtedness" means:
(a) indebtedness for moneys borrowed;
(b) indebtedness in respect of guarantees or similar indemnities;
(c) acceptance credits;
(d) indebtedness in respect of negotiable instruments;
(e) money owing in respect of interest rate and cross-currency swaps; and
(f) payments under rental or lease arrangements entered into primarily for the
purpose of raising or obtaining finance;
"Business Day" means other than in respect of Notes for which Reference Rate is
specified as SOFR in the relevant Pricing Supplement:
(a) in relation to any sum payable in euro, a TARGET Settlement Day and a day on
which commercial banks and foreign exchange markets settle payments generally
in each (if any) Additional Business Centre; and
(b) in relation to any sum payable in a currency other than euro, a day on which
commercial banks and foreign exchange markets settle payments generally in the
Principal Financial Centre of the relevant currency and in each (if any) Additional
Business Centre;
"Business Day Convention", in relation to any particular date, has the meaning given in
the relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement,
may have different meanings in relation to different dates and, in this context, the following
expressions shall have the following meanings:
(a) "Following Business Day Convention" means that the relevant date shall be
postponed to the first following day that is a Business Day;
(b) "Modified Following Business Day Convention" or "Modified Business Day
Convention" means that the relevant date shall be postponed to the first following
day that is a Business Day unless that day falls in the next calendar month in
which case that date will be the first preceding day that is a Business Day save in
respect of Notes for which the Reference Rate is SOFR, for which the final Interest
Payment Date will not be postponed and interest on that payment will not accrue
during the period from and after the scheduled final Interest Payment Date;

- 32 -

(c) "Preceding Business Day Convention" means that the relevant date shall be
brought forward to the first preceding day that is a Business Day;
(d) "FRN Convention", "Floating Rate Convention" or "Eurodollar Convention"
means that each relevant date shall be the date which numerically corresponds
to the preceding such date in the calendar month which is the number of months
specified in the relevant Pricing Supplement as the Specified Period after the
calendar month in which the preceding such date occurred provided, however,
that:
(i) if there is no such numerically corresponding day in the calendar month in
which any such date should occur, then such date will be the last day
which is a Business Day in that calendar month;
(ii) if any such date would otherwise fall on a day which is not a Business Day,
then such date will be the first following day which is a Business Day
unless that day falls in the next calendar month, in which case it will be
the first preceding day which is a Business Day; and
(iii) if the preceding such date occurred on the last day in a calendar month
which was a Business Day, then all subsequent such dates will be the last
day which is a Business Day in the calendar month which is the specified
number of months after the calendar month in which the preceding such
date occurred; and
(e) "No Adjustment" means that the relevant date shall not be adjusted in
accordance with any Business Day Convention;
"Calculation Agent" means, in relation to the Notes of any Series, the Principal Paying
Agent or such other Person specified in the relevant Pricing Supplement as the party
responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such
other amount(s) as may be specified in the relevant Pricing Supplement;
"Calculation Amount" has the meaning given in the relevant Pricing Supplement;
"Coupon Sheet" means, in respect of a Bearer Note, a coupon sheet relating to the Note;
"Day Count Fraction" means, in respect of the calculation of an amount for any period of
time (the "Calculation Period"), such day count fraction as may be specified in these
Conditions or the relevant Pricing Supplement and:
(a) if "Actual/Actual (ICMA)" is so specified, means:
(i) where the Calculation Period is equal to or shorter than the Regular Period
during which it falls, the actual number of days in the Calculation Period
divided by the product of (1) the actual number of days in such Regular
Period and (2) the number of Regular Periods in any year; and
(ii) where the Calculation Period is longer than one Regular Period, the sum
of:
(A) the actual number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the product of (1) the
actual number of days in such Regular Period and (2) the number
of Regular Periods in any year; and
(B) the actual number of days in such Calculation Period falling in the
next Regular Period divided by the product of (a) the actual
number of days in such Regular Period and (2) the number of
Regular Periods in any year;

- 33 -

(iii) if "Actual/Actual (ISDA)" is so specified, means the actual number of
days in the Calculation Period divided by 365 (or, if any portion of the
Calculation Period falls in a leap year, the sum of (A) the actual number of
days in that portion of the Calculation Period falling in a leap year divided
by 366 and (B) the actual number of days in that portion of the Calculation
Period falling in a non-leap year divided by 365);
(iv) if "Actual/365 (Fixed)" is so specified, means the actual number of days
in the Calculation Period divided by 365;
(v) if "Actual/360" is so specified, means the actual number of days in the
Calculation Period divided by 360;
if "30/360" is so specified, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows
Day Count Fraction =
where:
"Y
1
" is the year, expressed as a number, in which the first day of the
Calculation Period falls;
"Y
2
" is the year, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"M
1
" is the calendar month, expressed as a number, in which the first day
of the Calculation Period falls;
"M
2
" is the calendar month, expressed as number, in which the day
immediately following the last day included in the Calculation Period falls;
"D
1
" is the first calendar day, expressed as a number, of the Calculation
Period, unless such number would be 31, in which case D
1
will be 30; and
"D
2
" is the calendar day, expressed as a number, immediately following
the last day included in the Calculation Period, unless such number would
be 31 and D
1
is greater than 29, in which case D
2
will be 30";
if "30E/360" or "Eurobond Basis" is so specified, the number of days in
the Calculation Period divided by 360, calculated on a formula basis as
follows:
Day Count Fraction =
where:
"Y
1
" is the year, expressed as a number, in which the first day of the
Calculation Period falls;
"Y
2
" is the year, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"M
1
" is the calendar month, expressed as a number, in which the first day
of the Calculation Period falls;
360
)()](30[)](360[
121212
DDMMxYYx−+−+−
360
)
(
)]
(
30
[
)]
(
360
[
1
2
1
2
1
2
D
D
M
M
x
Y
Y
x
−
+
−
+
−

- 34 -

"M
2
" is the calendar month, expressed as a number, in which the day
immediately following the last day included in the Calculation Period falls;
"D
1
" is the first calendar day, expressed as a number, of the Calculation
Period, unless such number would be 31, in which case D
1
will be 30; and
"D
2
" is the calendar day, expressed as a number, immediately following
the last day included in the Calculation Period, unless such number would
be 31, in which case D
2
will be 30; and
if "30E/360 (ISDA)" is so specified, the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
where:
"Y
1
" is the year, expressed as a number, in which the first day of the
Calculation Period falls;
"Y
2
" is the year, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"M
1
" is the calendar month, expressed as a number, in which the first day
of the Calculation Period falls;
"M
2
" is the calendar month, expressed as a number, in which the day
immediately following the last day included in the Calculation Period falls;
"D
1
" is the first calendar day, expressed as a number, of the Calculation
Period, unless (i) that day is the last day of February or (ii) such number
would be 31, in which case D
1
will be 30; and
"D
2
" is the calendar day, expressed as a number, immediately following
the last day included in the Calculation Period, unless (i) that day is the
last day of February but not the Maturity Date or (ii) such number would
be 31, in which case D
2
will be 30,
provided, however, that in each such case the number of days in the Calculation
Period is calculated from and including the first day of the Calculation Period to
but excluding the last day of the Calculation Period;
"Early Redemption Amount (Tax)" means, in respect of any Note, its principal amount
or such other amount as may be specified in, or determined in accordance with, the
relevant Pricing Supplement;
"Early Termination Amount" means, in respect of any Note, its principal amount or such
other amount as may be specified in, or determined in accordance with, these Conditions
or the relevant Pricing Supplement;
"Extraordinary Resolution" has the meaning given to it in the Trust Deed;
"Final Redemption Amount" means, in respect of any Note, its principal amount or such
other amount as may be specified in, or determined in accordance with, the relevant
Pricing Supplement;
"First Interest Payment Date" means the date specified in the relevant Pricing
Supplement;
360
(
)]
(
30
[
)]
(
360
[
)
1
2
1
2
1
2
D
D
M
M
x
Y
Y
x
−
+
−
+
−

- 35 -

"Fixed Coupon Amount" has the meaning given in the relevant Pricing Supplement;
"Group" has the meaning given to it in the Trust Deed.
"Guarantee of the Notes" means the guarantee of the Notes given by the Guarantors in
the Trust Deed;
"Initial Rate of Interest" means the Rate of Interest applicable with respect to the first
Interest Period;
"Interest Amount" means, in relation to a Note and an Interest Period, the amount of
interest payable in respect of that Note for that Interest Period;
"Interest Commencement Date" means in relation to any interest-bearing Note, the date
specified in the relevant Pricing Supplement from which the Note bears interest or, if no
date is specified therein, the Issue Date;
"Interest Determination Date" has the meaning given in the relevant Pricing Supplement;
"Interest Payment Date" means the First Interest Payment Date and any other date or
dates specified as such in, or determined in accordance with the provisions of, the relevant
Pricing Supplement and, if a Business Day Convention is specified in the relevant Pricing
Supplement:
(a) as the same may be adjusted in accordance with the relevant Business Day
Convention; or
(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention
or Eurodollar Convention and an interval of a number of calendar months is
specified in the relevant Pricing Supplement as being the Specified Period, each
of such dates as may occur in accordance with the FRN Convention, Floating
Rate Convention or Eurodollar Convention at such Specified Period of calendar
months following the Interest Commencement Date (in the case of the first Interest
Payment Date) or the previous Interest Payment Date (in any other case);
"Interest Period" means each period beginning on (and including) the Interest
Commencement Date or any Interest Payment Date and ending on (but excluding) the
next Interest Payment Date (or, if the Notes are redeemed on any earlier date, the relevant
redemption date);
"ISDA Definitions" means the 2006 ISDA Definitions (as supplemented, amended and
updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as
specified in the relevant Pricing Supplement) as published by the International Swaps and
Derivatives Association, Inc.) or any successor definitional booklet for interest rate
derivatives published from time to time as specified in the relevant Pricing Supplement);
"Issue Date" has the meaning given in the relevant Pricing Supplement;
"Margin" has the meaning given in the relevant Pricing Supplement;
"Maturity Date" has the meaning given in the relevant Pricing Supplement;
"Maximum Redemption Amount" has the meaning given in the relevant Pricing
Supplement;
"Minimum Redemption Amount" has the meaning given in the relevant Pricing
Supplement;

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"Noteholder" and (in relation to a Note) "holder" means (in the case of a Bearer Note)
the bearer of a Note and (in the case of a Registered Note) a person in whose name the
Note is registered in the Register (or in the case of joint holders the first named thereof)
save that, for so long as the Notes of any Series are represented by a Global Note each
person who has for the time being a particular principal amount of such Notes credited to
his securities account in the records of Clearstream, Luxembourg or Euroclear shall be
deemed to be the Noteholder in respect of the principal amount of such Notes for all
purposes hereof other than for the purpose of payments in respect thereof, the right to
which shall be vested, as against the Issuer, solely in the bearer, in the case of a Bearer
Note in Global Note form, or registered holder in the case of a Registered Global Note in
accordance with and subject to the terms of the Trust Deed and such Global Note;
"Optional Redemption Amount (Call)" means, in respect of any Note, its principal
amount or such other amount as may be specified in, or determined in accordance with,
the relevant Pricing Supplement;
"Optional Redemption Amount (Put)" means, in respect of any Note, its principal
amount or such other amount as may be specified in, or determined in accordance with,
the relevant Pricing Supplement;
"Optional Redemption Date (Call)" has the meaning given in the relevant Pricing
Supplement;
"Optional Redemption Date (Put)" has the meaning given in the relevant Pricing
Supplement;
"Participating Member State" means a Member State of the European Communities
which adopts the euro as its lawful currency in accordance with the Treaty;
"Payment Business Day" means:
(a) if the currency of payment is euro, any day which is:
(i) a day on which commercial banks and foreign exchange markets settle
payments in any Additional Financial Centre(s) specified herein; and
(ii) a TARGET Settlement Day; or
(b) if the currency of payment is not euro, any day on which commercial banks and
foreign exchange markets settle payments in the principal financial centre for such
currency;
"Person" means any individual, company, corporation, firm, partnership, joint venture,
association, organisation, state or agency of a state or other entity, whether or not having
separate legal personality;
"Principal Financial Centre" means, in relation to any currency, the principal financial
centre for that currency provided, however, that:
(a) in relation to euro, it means the principal financial centre of such Member State of
the European Communities as is selected (in the case of a payment) by the payee
or (in the case of a calculation) by the Calculation Agent; and
(b) in relation to New Zealand dollars, it means Wellington and Auckland;
"Put Option Notice" means a notice which must be delivered to a Paying Agent by any
Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

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"Put Option Receipt" means a receipt issued by a Paying Agent to a depositing
Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to
exercise a right to redeem a Note at the option of the Noteholder;
"Rate of Interest" means the rate or rates (expressed as a percentage per annum) of
interest payable in respect of the Notes specified in the relevant Pricing Supplement or
calculated or determined in accordance with the provisions of these Conditions and/or the
relevant Pricing Supplement;
"Redemption Amount" means, as appropriate, the Final Redemption Amount, the Early
Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional
Redemption Amount (Put), the Early Termination Amount or such other amount in the
nature of a redemption amount as may be specified in, or determined in accordance with
the provisions of, the relevant Pricing Supplement;
"Reference Banks" has the meaning given in the relevant Pricing Supplement or, if none,
four major banks selected by the Issuer in the market that is most closely connected with
the Reference Rate;
"Reference Price" has the meaning given in the relevant Pricing Supplement;
"Reference Rate" has the meaning given in the relevant Pricing Supplement in respect
of the currency and period specified in the relevant Pricing Supplement. Other than in the
case of U.S. dollar-denominated floating rate Notes or a Note for which the "Reference
Rate" is specified in the relevant Pricing Supplement as being SOFR, the term "Reference
Rate" shall, following the occurrence of a Benchmark Event under Condition 8(m)
(Benchmark Replacement (Independent Adviser)), include any Successor Rate or
Alternative Rate and shall, if a Benchmark Event should occur subsequently in respect of
any such Successor Rate or Alternative Rate, also include any further Successor Rate or
further Alternative Rate;
"Regular Period" means:
(a) in the case of Notes where interest is scheduled to be paid only by means of
regular payments, each period from and including the Interest Commencement
Date to but excluding the first Interest Payment Date and each successive period
from and including one Interest Payment Date to but excluding the next Interest
Payment Date;
(b) in the case of Notes where, apart from the first Interest Period, interest is
scheduled to be paid only by means of regular payments, each period from and
including a Regular Date falling in any year to but excluding the next Regular Date,
where "Regular Date" means the day and month (but not the year) on which any
Interest Payment Date falls; and
(c) in the case of Notes where, apart from one Interest Period other than the first
Interest Period, interest is scheduled to be paid only by means of regular
payments, each period from and including a Regular Date falling in any year to
but excluding the next Regular Date, where "Regular Date" means the day and
month (but not the year) on which any Interest Payment Date falls other than the
Interest Payment Date falling at the end of the irregular Interest Period .
"Relevant Date" means, in relation to any payment, whichever is the later of (a) the date
on which the payment in question first becomes due and (b) if the full amount payable has
not been received in the Principal Financial Centre of the currency of payment by the
Principal Paying Agent or the Trustee on or prior to such due date, the date on which (the
full amount having been so received) notice to that effect has been given to the
Noteholders;
"Relevant Financial Centre" has the meaning given in the relevant Pricing Supplement;

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"Relevant Screen Page" means the page, section or other part of a particular information
service (including, without limitation, Reuters) specified as the Relevant Screen Page in
the relevant Pricing Supplement, or such other page, section or other part as may replace
it on that information service or such other information service, in each case, as may be
nominated by the Person providing or sponsoring the information appearing there for the
purpose of displaying rates or prices comparable to the Reference Rate;
"Relevant Time" has the meaning given in the relevant Pricing Supplement;
"Reserved Matter" means any proposal:
(a) to change any date fixed for payment of principal or interest in respect of the Notes,
to reduce the amount of principal or interest payable on any date in respect of the
Notes, to alter the method of calculating the amount of any payment in respect of
the Notes or the date for any such payment;
(b) to effect the exchange or substitution of the Notes for, or the conversion of the
Notes into, shares, bonds or other obligations or securities of the Issuer, the
Guarantor or any other person or body corporate formed or to be formed (other
than as permitted under Clause 8.3 of the Trust Deed);
(c) to change the currency in which amounts due in respect of the Notes are payable;
(d) to modify any provision of the guarantee of the Notes (other than as permitted
under Clause 8.3 of the Trust Deed);
(e) to change the quorum requirements relating to meetings or the majority required
to pass an Extraordinary Resolution; or
(f) to amend this definition;
"Security Interest" means any mortgage, charge, pledge, lien or other security interest
including, without limitation, anything analogous to any of the foregoing under the laws of
any jurisdiction, but not including a security interest in relation to personal property that is
created or provided for by:
(i) a transfer of an account receivable or chattel paper;
(ii) a lease for a term of more than one year; or
(iii) a commercial consignment,
that does not secure payment or performance of an obligation;
"Specified Currency" has the meaning given in the relevant Pricing Supplement;
"Specified Denomination(s)" has the meaning given in the relevant Pricing Supplement;
"Specified Office" has the meaning given in the Paying Agency Agreement;
"Specified Period" has the meaning given in the relevant Pricing Supplement;
"Subsidiary" means, in relation to any Person (the "first Person") at any particular time,
any other Person (the "second Person"):
(a) whose affairs and policies the first Person controls or has the power to control,
whether by ownership of share capital, contract, the power to appoint or remove
members of the governing body of the second Person or otherwise; or

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(b) whose financial statements are, in accordance with applicable law and generally
accepted accounting principles, consolidated with those of the first Person;
"Talon" means a talon for further Coupons;
"TARGET2" means the Trans-European Automated Real-Time Gross Settlement
Express Transfer payment system which utilises a single shared platform and which was
launched on 19 November 2007;
"TARGET Settlement Day" means any day on which TARGET2 is open for the settlement
of payments in euro;
"Total Tangible Assets" has the meaning given to it in the Trust Deed;
"Treaty" means the Treaty establishing the European Communities, as amended;
"Zero Coupon Note" means a Note specified as such in the relevant Pricing Supplement.
(b) Interpretation: In these Conditions:
(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders
are not applicable;
(ii) if Talons are specified in the relevant Pricing Supplement as being attached to the
Notes at the time of issue, references to Coupons shall be deemed to include
references to Talons;
(iii) if Talons are not specified in the relevant Pricing Supplement as being attached
to the Notes at the time of issue, references to Talons are not applicable;
(iv) any reference to principal shall be deemed to include the Redemption Amount,
any additional amounts in respect of principal which may be payable under
Condition 13 (Taxation), any premium payable in respect of a Note and any other
amount in the nature of principal payable pursuant to these Conditions;
(v) any reference to interest shall be deemed to include any additional amounts in
respect of interest which may be payable under Condition 13 (Taxation) and any
other amount in the nature of interest payable pursuant to these Conditions;
(vi) references to Notes being "outstanding" shall be construed in accordance with the
Trust Deed;
(vii) if an expression is stated in Condition 2(a) to have the meaning given in the
relevant Pricing Supplement, but the relevant Pricing Supplement gives no such
meaning or specifies that such expression is "not applicable" then such
expression is not applicable to the Notes;
(viii) any reference to the Trust Deed or the Paying Agency Agreement shall be
construed as a reference to the Trust Deed or the Paying Agency Agreement, as
the case may be, as amended and/or supplemented up to and including the Issue
Date of the Notes; and
(ix) any reference to a provision of any statute shall be deemed also to refer to any
statutory modification or re-enactment thereof or any statutory instrument, order
or regulation made thereunder or under such modification or re-enactment.

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3. Form, Denomination and Title
The Notes are in bearer form or in registered form as specified in the applicable Pricing
Supplement and, in the case of definitive Notes, serially numbered, in the Specified
Currency and the Specified Denomination(s). Notes of one Specified Denomination may
not be exchanged for Notes of another Specified Denomination.
All Registered Notes shall have the same Specified Denomination.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a
combination of any of the foregoing, depending upon the Interest Basis shown in the
applicable Pricing Supplement.
This Note may be an Instalment Note, a Dual Currency Note, a Partly Paid Note or a
combination of any of the foregoing, depending upon the Redemption/Payment Basis
shown in the applicable Pricing Supplement.
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon
Notes in which case references to Coupons and Couponholders in these Terms and
Conditions are not applicable.
Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by
delivery and title to the Registered Notes will pass upon registration of transfers in
accordance with the provisions of the Paying Agency Agreement. The Issuer, the
Guarantors, the Trustee and any Agent may deem and treat the bearer of any Bearer
Note or Registered Note as the absolute owner thereof free of any equity, set-off or
counterclaim on the part of the Issuer against the original or any intermediate holder of
such Bearer Note or Registered Note (whether or not such Bearer Note or Registered
Note shall be overdue and notwithstanding any notation of ownership or writing thereon
or notice of any previous loss or theft thereof) for all purposes but, in the case of any
Global Note, without prejudice to the provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a Bearer Global Note held on behalf of
Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream,
Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is
for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as
the holder of a particular nominal amount of such Notes (in which regard any certificate
or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal
amount of such Notes standing to the account of any person shall be conclusive and
binding for all purposes save in the case of manifest error) shall be treated by the Issuer,
the Guarantors, the Trustee and the Agents as the holder of such nominal amount of such
Notes for all purposes other than with respect to the payment of principal or interest on
such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer
Global Note or, as the case may be, the registered holder of the Registered Global Note
shall be treated by the Issuer, the Guarantors, the Trustee and any Agent as the holder
of such nominal amount of such Notes in accordance with and subject to the terms of the
relevant Global Note and the expressions "Noteholder" and "holder of Notes" and
related expressions shall be construed accordingly.
Notes which are represented by a Global Note will be transferable only in accordance with
the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg,
as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall,
whenever the context so permits, be deemed to include a reference to any additional or
alternative clearing system approved by the Issuer, the Guarantors, the Principal Paying
Agent and the Trustee (whether specified in the applicable Pricing Supplement or
otherwise).

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4. Transfers of Registered Notes
(a) Transfers of interests in Registered Global Notes: Transfers of beneficial interests in
Registered Global Notes will be effected by Euroclear or Clearstream, Luxembourg, as
the case may be, and, in turn, by other participants and, if appropriate, indirect participants
in such clearing systems acting on behalf of beneficial transferors and transferees of such
interests. A beneficial interest in a Registered Global Note will, subject to compliance with
all applicable legal and regulatory restrictions, be transferable for Notes in definitive form
or for a beneficial interest in another Registered Global Note only in the authorised
denominations set out in the applicable Pricing Supplement and only in accordance with
the rules and operating procedures for the time being of Euroclear or Clearstream,
Luxembourg, as the case may be and in accordance with the terms and conditions
specified in the Paying Agency Agreement.
(b) Transfers of Registered Notes in definitive form: A Registered Note in definitive form may,
upon the terms and subject to the conditions set forth in the Trust Deed, be transferred in
whole or in part (in the authorised denominations set out in the applicable Pricing
Supplement). In order to effect any such transfer (i) the holder or holders must (a)
surrender the Registered Note for registration of the transfer of the Registered Note (or
the relevant part of the Registered Note) at the specified office of the Registrar or any
Transfer Agent, with the form of transfer thereon duly executed by the holder or holders
thereof or his or their attorney or attorneys duly authorised in writing and (b) complete and
deposit such other certifications as may be required by the Registrar or, as the case may
be, the relevant Transfer Agent and (ii) the Registrar or, as the case may be, the relevant
Transfer Agent must, after due and careful enquiry, be satisfied with the documents of
title and the identity of the person making the request. Any such transfer will be subject
to such reasonable regulations as the Issuer and the Registrar may from time to time
prescribe. Subject as provided above, the Registrar or, as the case may be, the relevant
Transfer Agent will, within three business days (being for this purpose a day on which
banks are open for business in the city where the specified office of the Registrar or, as
the case may be, the relevant Transfer Agent is located) of the request (or such longer
period as may be required to comply with any applicable fiscal or other laws or regulations)
authenticate and deliver, or procure the authentication and delivery of, at its specified
office to the transferee or (at the risk of the transferee) send by uninsured mail to such
address as the transferee may request, a new Registered Note in definitive form of a like
aggregate nominal amount to the Registered Note (or the relevant part of the Registered
Note) transferred. In the case of the transfer of part only of a Registered Note in definitive
form, a new Registered Note in definitive form in respect of the balance of the Registered
Note not transferred will be so authenticated and delivered or (at the risk of the transferor)
sent to the transferor.
(c) Costs of registration: Noteholders will not be required to bear the costs and expenses of
effecting any registration of transfer as provided above, except for any costs or expenses
of delivery other than by regular uninsured mail and except that the Issuer may require
the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge
that may be imposed in relation to the registration.
(d) Closed Periods: The Issuer shall not be required:
(i) in the event of a partial redemption of Notes under Condition 11(d):
(A) to register the transfer of Registered Notes (or parts of Registered Notes)
during the period beginning on the 65
th
day before the date of the partial
redemption and ending on the day on which notice is given specifying the
serial numbers of Notes called (in whole or in part) for redemption (both
inclusive); or
(B) to register the transfer of any Registered Note, or part of a Registered
Note, called for redemption; or

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(ii) to register the transfer of Registered Notes (or parts of Registered Notes) (A)
during the period of 10 Business Days in London immediately prior to any Record
Date in respect of that Note or (B) during the period commencing on the Record
Date in respect of the final Interest Payment Date in respect of that Note and
ending on such Interest Payment Date.
5. Status and Guarantee
(a) Status of the Notes: The Notes constitute direct and unconditional obligations of the
Issuer which will at all times rank pari passu among themselves and at least pari passu
with all other present and future unsecured obligations of the Issuer, save for such
obligations as may be preferred by provisions of law that are both mandatory and of
general application.
(b) Guarantee of the Notes: The Guarantors have in the Trust Deed unconditionally and
irrevocably guaranteed the due and punctual payment of all sums expressed to be
payable by the Issuer under the Trust Deed in respect of the Notes, Receipts or Coupons.
This Guarantee of the Notes constitutes direct and unconditional obligations of each
Guarantor which will at all times rank at least pari passu with all other present and future
unsecured obligations of the Guarantor, save for such obligations as may be preferred by
provisions of law that are both mandatory and of general application.

6. Negative Pledge
(a) Save as provided herein and in paragraph (b) below, so long as any of the Notes remain
outstanding (as defined in the Trust Deed) the Issuer and the Guarantors will not create
or permit to exist any Security Interest over any of their respective Assets to secure any
indebtedness or liabilities (direct or contingent) for Borrowed Moneys Indebtedness
unless the Issuer or the relevant Guarantor, as the case may be, shall simultaneously with
or prior to the creation of such Security Interest, take or procure to be taken any and all
action necessary to procure that the benefit of the Security Interest is extended equally
and rateably to the Notes, provided that this covenant shall not apply to, and accordingly
the Issuer and any of the Guarantors shall be at liberty to create or permit to exist without
breach hereof, any Security Interest:
(i) arising by operation of law or statute in the ordinary course of business, or
securing taxes or other governmental or regulatory levies, duties or imposts, or
any Security Interest in the nature of a contractor's, supplier's or vendor's lien, so
long as (in each of the foregoing cases) the payment of the money secured
thereby is not in default or the liability therefor of the Issuer or the relevant
Guarantor is being contested by appropriate proceedings; or
(ii) created over any Asset acquired, constructed, repaired, maintained or improved,
for the sole purpose of financing or refinancing the cost of such acquisition,
construction, repair, maintenance or improvement, or over the land upon which
such Asset is situated, provided that any Security Interest created pursuant to this
paragraph:
(A) secures no more than the fair value of the Asset (as acquired, constructed,
maintained or improved) as at the time such Security Interest is created;
and
(B) does not secure Borrowed Money Indebtedness owed to Crown
Infrastructure Partners Limited; or
(iii) over any Assets of the Subsidiary which becomes a Guaranteeing Subsidiary after
the date of the Trust Deed, which existed, or which such Subsidiary was
contractually bound to enter into, at the date it became a Guaranteeing Subsidiary
and which was not created in anticipation of such Subsidiary becoming a
Guaranteeing Subsidiary; or

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(iv) over any Assets acquired by the Issuer or the relevant Guarantor after the date of
the Trust Deed, which existed at the date of, and was not created in anticipation
of, the acquisition thereof by the Issuer or the relevant Guarantor concerned; or
(v) created or permitted to exist over the whole or any part of its right, title or interest
(whether by way of shareholding, partnership share or otherwise) in, or in the
Assets of, any joint venture, partnership or similar venture (whether or not
incorporated) the sole purpose of which is the development or exploitation of a
project (a "Project Venture"), to secure Borrowed Moneys Indebtedness incurred
by the Issuer or the relevant Guarantor in connection with its interest in such
Project Venture and created or permitted to exist only in favour of a participant or
participants therein, provided no such participant is Crown Infrastructure Partners
Limited; or
(vi) over Assets of the Issuer or the relevant Guarantor comprising cash, deposits,
financial instruments or other monetary Assets, where such Security Interest does
not extend to other Assets of the Issuer or the relevant Guarantor and is created
to secure new borrowings or indebtedness undertaken or incurred to raise or
acquire such cash, deposits, instruments or other monetary Assets and the giving
of such Security Interest is consistent with ordinary banking or business principles
or practices then current and applicable in the relevant market and/or jurisdiction
in relation to indebtedness of that nature; or
(vii) created in substitution for any Security Interest otherwise permitted hereunder; or
(viii) in favour of the Issuer or the relevant Guarantor provided that the Issuer or the
relevant Guarantor, as the case may be, in whose favour it is created retains at
all times the sole beneficial ownership of and all rights, powers and benefits in
relation to such Security Interest; or
(ix) created with the prior written consent of the Trustee after, if the Trustee so requires,
approval by an Extraordinary Resolution (as defined in the Trust Deed) of the
Noteholders.
(b) Notwithstanding the provisions of paragraph (a) above, the Issuer/Guarantor(s) may, in
addition to and separately from the Security Interests permitted under paragraph (a)
above, create or permit to exist any Security Interest of any nature over any of its or their
Assets to secure any Borrowed Moneys Indebtedness if and to the extent that the
aggregate principal amount of the Borrowed Moneys Indebtedness so secured by all such
Security Interests created or permitted to subsist by this paragraph (b) (but other than any
Security Interests attaching only to Assets which are not included in the Total Tangible
Assets of the Group) does not exceed five per cent of the Total Tangible Assets of the
Group.
7. Fixed Rate Note Provisions
(a) Application: This Condition 7 (Fixed Rate Note Provisions) is applicable to the Notes only
if the Fixed Rate Note Provisions are specified in the relevant Pricing Supplement as
being applicable.
(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the
Initial Rate of Interest payable in arrear on each Interest Payment Date, subject as
provided in Condition 12 (Payments). Each Note will cease to bear interest from the due
date for final redemption unless, payment of the Redemption Amount is improperly
withheld or refused, in which case it will continue to bear interest in accordance with this
Condition 7 (as well after as before judgment) until whichever is the earlier of (i) the day
on which all sums due in respect of such Note up to that day are received by or on behalf
of the relevant Noteholder and (ii) the day which is seven days after the Principal Paying
Agent or the Trustee has notified the Noteholders that it has received all sums due in

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respect of the Notes up to such seventh day (except to the extent that there is any
subsequent default in payment).
(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any
Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more
than one Specified Denomination, shall be the relevant Fixed Coupon Amount in respect
of the relevant Specified Denomination.
(d) Calculation of interest amount: The amount of interest payable in respect of each Note
for any period for which a Fixed Coupon Amount is not specified shall be calculated by
applying the Rate of Interest to the Calculation Amount, multiplying the product by the
relevant Day Count Fraction, rounding the resulting figure to the nearest sub-unit of the
Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded
figure by a fraction equal to the Specified Denomination of such Note divided by the
Calculation Amount. For this purpose a "sub-unit" means, in the case of any currency
other than euro, the lowest amount of such currency that is available as legal tender in
the country of such currency and, in the case of euro, means one cent.
(e) Step-up rate of interest: If this Condition 7(e) is specified as applicable in the applicable
Pricing Supplement, the Rate of Interest will be the Initial Rate of Interest specified in the
applicable Pricing Supplement. The Initial Rate of Interest shall be subject to adjustment
(each such adjustment, a "Rate Adjustment") in the event of a Step-up Rating Change
(if any) or a subsequent Step-down Rating Change (if any), as the case may be, in
accordance with the following provisions. Any Rate Adjustment shall apply in respect of
the Interest Period commencing on the Interest Payment Date falling on or immediately
following the date of the relevant Step-up Rating Change or Step-down Rating Change,
as the case may be, until either a further Rate Adjustment becomes effective or the date
of redemption, as the case may be.
For any Interest Period commencing on or after the first Interest Payment Date
immediately following the date of a Step-up Rating Change, if any, the Rate of Interest
shall be increased by the Ratings Downgrade Step-up Margin specified in the applicable
Pricing Supplement.
In the event that a Step-down Rating Change occurs after the date of a Step-up Rating
Change (or on the same date but subsequent thereto), then for any Interest Period
commencing on the first Interest Payment Date following the date of such Step-down
Rating Change, the Rate of Interest shall be the Initial Rate of Interest.
The Issuer shall use all reasonable efforts to maintain credit ratings for Notes issued, or
to be issued, by it from both Rating Agencies (as defined below). In the event that either
Rating Agency fails to or ceases to assign a rating to Notes issued, or to be issued, by
the Issuer, the Issuer shall use all reasonable efforts to obtain a rating of Notes issued, or
to be issued, by it from a Substitute Rating Agency (as defined below), and references in
this Condition 7(e) to Moody's or S&P Global (each as defined below), as the case may
be, or the ratings thereof, shall be to such Substitute Rating Agency or, as the case may
be, the equivalent ratings thereof. In the event that such a rating is not obtained from a
Substitute Rating Agency, then, for the purposes of the foregoing adjustments to the Rate
of Interest, the ratings assigned by the remaining Rating Agency shall be deemed also to
be the ratings assigned by the other Rating Agency.
In the event that both Rating Agencies fail to or cease to assign a rating to Notes issued,
or to be issued, by the Issuer and the Issuer fails to obtain a rating of Notes issued, or to
be issued, by it from a Substitute Rating Agency, a Step-up Rating Change will be deemed
to have occurred on the date of such failure but not otherwise. If a rating of Notes issued,
or to be issued, by the Issuer is subsequently assigned by one or more Rating Agencies
or a Substitute Rating Agency, then if such rating (or ratings if more than one) is at least
Baa3, in the case of Moody's, or at least BBB-, in the case of S&P Global, or the equivalent
ratings in the case of a Substitute Rating Agency, a Step-down Rating Change will be
deemed to have occurred on the date of such assignment.

- 45 -

The Rate of Interest will only be subject to adjustment due to a Step-up Rating Change or
a deemed Step-up Rating Change as provided above upon the first occurrence on or after
the Interest Commencement Date of a Step-up Rating Change and may occur only once.
An adjustment to the Rate of Interest following the occurrence of a Step-down Rating
Change or a deemed Step-down Rating Change as provided above may only occur once
and, in any event, only after the occurrence of the Step-up Rating Change.
The Issuer shall cause each Rating Change (if any) and the applicable Rate of Interest to
be notified to the Principal Paying Agent, the Trustee, any stock exchange on which the
relevant Notes are for the time being listed and the Noteholders (in accordance with
Condition 20 (Notices)) as soon as practicable after such Rating Change.
In this Condition:
"Rating Agencies" means Moody's Investor Service Limited ("Moody's") and S&P Global
Ratings, a division of S&P Global Inc. ("S&P Global"), any of their successors and any
Substitute Rating Agency;
"Rating Change" means a Step-up Rating Change and/or a Step-down Rating Change;
"Step-down Rating Change" means, subject as provided above in relation to a deemed Step-
down Rating Change, the first public announcement after a Step-up Rating Change by both
Rating Agencies of an increase in, or confirmation of, the rating of Notes issued, or to be issued,
by the Issuer to at least Baa3, in the case of Moody's, and to at least BBB-, in the case of S&P
Global. For the avoidance of doubt, any further increases in the credit rating of Notes issued, or
to be issued, by the Issuer above Baa3, in the case of Moody's, or above BBB-, in the case of
S&P Global, shall not constitute a Step-down Rating Change;
"Step-up Rating Change" means, subject as provided above in relation to a deemed Step-up
Rating Change, the first public announcement by either or both Rating Agencies of a decrease in
the rating of Notes issued, or to be issued, by the Issuer to below Baa3, in the case of Moody's,
or below BBB-, in the case of S&P Global. For the avoidance of doubt, any further decrease in
the credit rating of Notes issued, or to be issued, by the Issuer below Baa3, in the case of Moody's,
or below BBB-, in the case of S&P Global, shall not constitute a Step-up Rating Change;
"Substitute Rating Agency" means a rating agency of equivalent international standing by the
Issuer;
(f) Minimum Volume/Coupon Step-up: If this Condition 7(f) is specified as applicable in the
applicable Pricing Supplement the Rate of Interest applicable to the Notes shall be subject
to adjustment in accordance with the applicable Pricing Supplement.
8. Floating Rate Note Provisions
(a) Application: This Condition 8 (Floating Rate Note Provisions) is applicable to the Notes
only if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement
as being applicable.
(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the
Initial Rate of Interest payable in arrear on each Interest Payment Date, subject as
provided in Condition 12 (Payments). Each Note will cease to bear interest from the due
date for final redemption unless payment of the Redemption Amount is improperly
withheld or refused, in which case it will continue to bear interest in accordance with this
Condition 8 (as well after as before judgment) until whichever is the earlier of (i) the day
on which all sums due in respect of such Note up to that day are received by or on behalf
of the relevant Noteholder and (ii) the day which is seven days after the Principal Paying
Agent has notified the Noteholders that it has received all sums due in respect of the
Notes up to such seventh day (except to the extent that there is any subsequent default
in payment).

- 46 -

(c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant
Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined,
the Rate of Interest applicable to the Notes for each Interest Period will be (other than in
respect of Notes for which SOFR or any related index is specified as the Reference Rate
in the relevant Pricing Supplement) determined by the Calculation Agent on the following
basis:
(i) if the Reference Rate is a composite quotation or customarily supplied by one
entity, the Calculation Agent will determine the Reference Rate which appears on
the Relevant Screen Page as of the Relevant Time on the relevant Interest
Determination Date;
(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the
Reference Rates which appear on the Relevant Screen Page as of the Relevant
Time on the relevant Interest Determination Date;
(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case
of (ii) above, fewer than two such rates appear on that page or if, in either case,
the Relevant Screen Page is unavailable, the Issuer will:
(A) request the principal Relevant Financial Centre office of each of the
Reference Banks to provide a quotation of the Reference Rate at
approximately the Relevant Time on the Interest Determination Date to
prime banks in the Relevant Financial Centre interbank market in an
amount that is representative for a single transaction in that market at that
time; and
(B) provide such quotations to the Calculation Agent who shall determine the
arithmetic mean of such quotations; and
(iv) if fewer than two such quotations are provided as requested, the Calculation Agent
will determine the arithmetic mean of the rates (being the nearest to the Reference
Rate, as determined by the Calculation Agent) quoted by major banks in the
Principal Financial Centre of the Specified Currency, requested and selected by
the Issuer, at approximately 11.00 a.m. (local time in the Principal Financial Centre
of the Specified Currency) on the first day of the relevant Interest Period for loans
in the Specified Currency to leading European banks for a period equal to the
relevant Interest Period and in an amount that is representative for a single
transaction in that market at that time,
and the Rate of Interest for such Interest Period shall be the sum of the Margin and the
rate or (as the case may be) the arithmetic mean so determined; provided, however,
that if the Calculation Agent is unable to determine a rate or (as the case may be) an
arithmetic mean in accordance with the above provisions in relation to any Interest Period,
the Rate of Interest applicable to the Notes during such Interest Period will be the sum of
the Margin and the rate or (as the case may be) the arithmetic mean last determined in
relation to the Notes in respect of a preceding Interest Period.
(d) ISDA Determination: If ISDA Determination is specified in the relevant Pricing
Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the
Rate of Interest applicable to the Notes for each Interest Period will be the sum of the
Margin and the relevant ISDA Rate where "ISDA Rate" in relation to any Interest Period
means a rate equal to the Floating Rate (as defined in the ISDA Definitions) that would
be determined by the Calculation Agent under an interest rate swap transaction if the
Calculation Agent were acting as Calculation Agent for that interest rate swap transaction
under the terms of an agreement incorporating the ISDA Definitions and under which:
(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the
relevant Pricing Supplement;

- 47 -

(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified
in the relevant Pricing Supplement; and
(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) the first
day of that Interest Period or (B) as specified in the relevant Pricing Supplement.
(e) Interest – Floating Rate Notes referencing SOFR (Screen Rate Determination)
(i) This Condition 8(e) is applicable to the Notes only if the Floating Rate Note
Provisions are specified in the relevant Pricing Supplement as being applicable,
Screen Rate Determination is specified in the relevant Pricing Supplement as the
manner in which the Rate(s) of Interest is/are to be determined and the "Reference
Rate" is specified in the relevant Pricing Supplement as being "SOFR".
(ii) Where "SOFR" is specified as the Reference Rate in the Pricing Supplement, the
Rate of Interest for each Interest Period will, subject as provided below, be the
Benchmark plus or minus (as specified in the relevant Pricing Supplement) the
Margin, all as determined by the Calculation Agent on each Interest Determination
Date.
(iii) For the purposes of this Condition 8(e):
"Benchmark" means Compounded SOFR, which is a compounded average of
daily SOFR, as determined for each Interest Period in accordance with the specific
formula and other provisions set out in this Condition 8(e).
Daily SOFR rates will not be published in respect of any day that is not a U.S.
Government Securities Business Day, such as a Saturday, Sunday or holiday. For
this reason, in determining Compounded SOFR in accordance with the specific
formula and other provisions set forth herein, the daily SOFR rate for any U.S.
Government Securities Business Day that immediately precedes one or more
days that are not U.S. Government Securities Business Days will be multiplied by
the number of calendar days from and including such U.S. Government Securities
Business Day to, but excluding, the following U.S. Government Securities
Business Day.
If the Issuer determines that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred in respect of Compounded SOFR
(or the daily SOFR used in the calculation hereof) prior to the relevant SOFR
Determination Time, then the provisions under Condition 8(e)(iv) below will apply.
"Business Day" means any weekday that is a U.S. Government Securities
Business Day and is not a legal holiday in New York and each (if any) Additional
Business Centre(s) and is not a date on which banking institutions in those cities
are authorised or required by law or regulation to be closed;
"Compounded SOFR" with respect to any Interest Period, means the rate of
return of a daily compound interest investment computed in accordance with the
following formula (and the resulting percentage will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with 0.000005 being
rounded upwards to 0.00001):

[∏(1+
푆푂퐹푅
푖
푥 푛
푖
360
)−1
푑
표
푖=1
] 푥
360
푑

"d" is the number of calendar days in:

- 48 -

(A) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(B) where "Observation Shift" is specified as the Observation Method in the
relevant Pricing Supplement, the relevant Observation Period;
"d
o
" is the number of U.S. Government Securities Business Days in:
(A) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(B) where "Observation Shift" is specified as the Observation Method in the
relevant Pricing Supplement, the relevant Observation Period;
"i" is a series of whole numbers from one to do, each representing the relevant
U.S. Government Securities Business Day in chronological order from, and
including, the first U.S. Government Securities Business Day in:
(A) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(B) where "Observation Shift" is specified as the Observation Method in the
relevant Pricing Supplement, the relevant Observation Period,
to and including the last U.S. Government Securities Business Day in such period;
"Interest Determination Date" means, in respect of any Interest Period, the date
falling "p" U.S. Government Securities Business Days prior to the Interest
Payment Date for such Interest Period (or the date falling "p" U.S. Government
Securities Business Days prior to such earlier date, if any, on which the Notes are
due and payable);
"ni" for any U.S. Government Securities Business Day 'i' in the relevant Interest
Period or Observation Period (as applicable), is the number of calendar days from,
and including, such U.S. Government Securities Business Day 'i' to, but excluding,
the following U.S. Government Securities Business Day ("i+1");
"Observation Period" in respect of an Interest Period means the period from, and
including, the date falling "p" U.S. Government Securities Business Days
preceding the first day in such Interest Period (and the first Interest Period shall
begin on and include the Interest Commencement Date) to, but excluding, the
date falling "p" U.S. Government Securities Business Days preceding the Interest
Payment Date for such Interest Period (or the date falling "p" U.S. Government
Securities Business Days prior to such earlier date, if any, on which the Notes
become due and payable);
"p" for any Interest Period or Observation Period (as applicable) means the
number of U.S. Government Securities Business Days specified as the "Lag
Period" or the "Observation Shift Period" (as applicable) in the relevant Pricing
Supplement or if no such period is specified, five U.S. Government Business Days;
"SOFR" with respect to any U.S. Government Securities Business Day, means:
(A) the Secured Overnight Financing Rate published for such U.S.
Government Securities Business Day as such rate appears on the SOFR
Administrator's Website at 3:00 p.m. (New York time) on the immediately
following U.S. Government Securities Business Day (the "SOFR
Determination Time"); or

- 49 -

(B) subject to Condition 8(e)(iv) below, if the rate specified in (i) above does
not so appear, the Secured Overnight Financing Rate as published in
respect of the first preceding U.S. Government Securities Business Day
for which the Secured Overnight Financing Rate was published on the
SOFR Administrator's Website;
"SOFR Administrator" means the Federal Reserve Bank of New York (or a
successor administrator of the Secured Overnight Financing Rate);
"SOFR Administrator's Website" means the website of the Federal Reserve
Bank of New York, or any successor source;
"SOFRi" means the SOFR for:
(A) where "Lag" is specified as the Observation Method in the applicable
Pricing Supplement, the U.S. Government Securities Business Day falling
"p" U.S. Government Securities Business Days prior to the relevant U.S.
Government Securities Business Day "i"; or
(B) where "Observation Shift" is specified as the Observation Method in the
relevant Pricing Supplement, the relevant U.S. Government Securities
Business Day "i"; and
"U.S. Government Securities Business Day" means any day except for a
Saturday, a Sunday or a day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in U.S. government
securities.
(iv) If the Issuer determines on or prior to the relevant Reference Time that a
Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to the then-current Benchmark, the Benchmark
Replacement will replace the then-current Benchmark for all purposes relating to
the Notes in respect of all determinations on such date and for all determinations
on all subsequent dates. In connection with the implementation of a Benchmark
Replacement, the Issuer will have the right to make Benchmark Replacement
Conforming Changes from time to time, without any requirement for the consent
or approval of the Trustee or Noteholders.
Any determination, decision or election that may be made by the Issuer pursuant
to this section, including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or
date and any decision to take or refrain from taking any action or any selection:
(A) will be conclusive and binding absent manifest error;
(B) will be made in the sole discretion of the Issuer; and
(C) notwithstanding anything to the contrary in the documentation relating to
the Notes, shall become effective without consent from the holders of the
Notes or any other party.
"Benchmark" means, initially, Compounded SOFR, as such term is defined
above; provided that if the Issuer determines on or prior to the Reference Time
that a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred with respect to Compounded SOFR (or the published daily SOFR
used in the calculation thereof) or the then-current Benchmark, then "Benchmark"
shall mean the applicable Benchmark Replacement.

- 50 -

"Benchmark Replacement" means the first alternative set forth in the order
below that can be determined by the Issuer as of the Benchmark Replacement
Date:
(A) the sum of: (1) the alternate rate of interest that has been selected or
recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark and (2) the Benchmark Replacement
Adjustment;
(B) the sum of: (1) the ISDA Fallback Rate and (2) the Benchmark
Replacement Adjustment; or
(C) the sum of: (1) the alternate rate of interest that has been selected by the
Issuer as the replacement for the then-current Benchmark giving due
consideration to any industry-accepted rate of interest as a replacement
for the then-current Benchmark for U.S. dollar-denominated floating rate
notes at such time and (2) the Benchmark Replacement Adjustment;
"Benchmark Replacement Adjustment" means the first alternative set forth in
the order below that can be determined by the issuer or its designee as of the
Benchmark Replacement Date:
(A) the spread adjustment, or method for calculating or determining such
spread adjustment, (which may be a positive or negative value or zero)
that has been selected or recommended by the Relevant Governmental
Body for the applicable Unadjusted Benchmark Replacement;
(B) if the applicable Unadjusted Benchmark Replacement is equivalent to the
ISDA Fallback Rate, the ISDA Fallback Adjustment; or
(C) the spread adjustment (which may be a positive or negative value or zero)
that has been selected by the Issuer giving due consideration to any
industry-accepted spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of the then-
current Benchmark with the applicable Unadjusted Benchmark
Replacement for U.S. dollar-denominated floating rate notes at such time;
"Benchmark Replacement Conforming Changes" means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes
(including changes to the timing and frequency of determining rates and making
payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Issuer decides may be appropriate to reflect the adoption of such
Benchmark Replacement in a manner substantially consistent with market
practice (or, if the Issuer decides that adoption of any portion of such market
practice is not administratively feasible or if the Issuer determines that no market
practice for use of the Benchmark Replacement exists, in such other manner as
the Issuer determines is reasonably necessary);
"Benchmark Replacement Date" means the earliest to occur of the following
events with respect to the then-current Benchmark (including the daily published
component used in the calculation thereof):
(A) in the case of clause (i) or (ii) of the definition of "Benchmark Transition
Event," the later of (a) the date of the public statement or publication of
information referenced therein and (b) the date on which the administrator
of the Benchmark permanently or indefinitely ceases to provide the
Benchmark (or such component); or

- 51 -

(B) in the case of clause (iii) of the definition of "Benchmark Transition Event,"
the date of the public statement or publication of information referenced
therein.
For the avoidance of doubt, if the event that gives rise to the Benchmark
Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be
deemed to have occurred prior to the Reference Time for such determination;
"Benchmark Transition Event" means the occurrence of one or more of the
following events with respect to the then-current Benchmark (including the daily
published component used in the calculation thereof):
(A) a public statement or publication of information by or on behalf of the
administrator of the Benchmark (or such component) announcing that
such administrator has ceased or will cease to provide the Benchmark (or
such component), permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will
continue to provide the Benchmark (or such component); or
(B) a public statement or publication of information by the regulatory
supervisor for the administrator of the Benchmark (or such component),
the central bank for the currency of the Benchmark (or such component),
an insolvency official with jurisdiction over the administrator for the
Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for the Benchmark (or such component) or a court
or an entity with similar insolvency or resolution authority over the
administrator for the Benchmark, which states that the administrator of the
Benchmark (or such component) has ceased or will cease to provide the
Benchmark (or such component) permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor
administrator that will continue to provide the Benchmark (or such
component); or
(C) a public statement or publication of information by the regulatory
supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative;
"ISDA Fallback Adjustment" means the spread adjustment (which may be a
positive or negative value or zero) that would apply for derivatives transactions
referencing the ISDA Definitions to be determined upon the occurrence of an
index cessation event with respect to the Benchmark;
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions
referencing the ISDA Definitions to be effective upon the occurrence of an index
cessation date with respect to the Benchmark for the applicable tenor excluding
the applicable ISDA Fallback Adjustment;
"Reference Time" with respect to any determination of the Benchmark means (i)
if the Benchmark is Compounded SOFR, the SOFR Determination Time, and (ii)
if the Benchmark is not Compounded SOFR, the time determined by the Issuer
after giving effect to the Benchmark Replacement Conforming Changes;
"Relevant Governmental Body" means the Federal Reserve Board and/or the
Federal Reserve Bank of New York, or a committee officially endorsed or
convened by the Federal Reserve Board and/or the Federal Reserve Bank of New
York or any successor thereto; and
"Unadjusted Benchmark Replacement" means the Benchmark Replacement
excluding the Benchmark Replacement Adjustment.

- 52 -

(v) Any Benchmark Replacement, Benchmark Replacement Adjustment and the
specific terms of any Benchmark Replacement Conforming Changes, determined
under Condition 8(e)(iv) above will be notified promptly by the Issuer to the
Trustee, the Calculation Agent, the Paying Agents and, in accordance with
Condition 20 (Notices), the Noteholders. Such notice shall be irrevocable and shall
specify the effective date on which such changes take effect.
No later than notifying the Trustee of the same, the Issuer shall deliver to the
Trustee (copying the Agents) a certificate signed by two authorised signatories of
the Issuer:
(A) confirming (1) that a Benchmark Transition Event has occurred, (2) the
relevant Benchmark Replacement and, (3) where applicable, any
Benchmark Replacement Adjustment and/or the specific terms of any
relevant Benchmark Replacement Conforming Changes, in each case as
determined in accordance with the provisions of this Condition 8(e); and
(B) certifying that the relevant Benchmark Replacement Conforming Changes
are necessary to ensure the proper operation of such Benchmark
Replacement and/or Benchmark Replacement Adjustment.
(vi) If the Interest Rate cannot be determined in accordance with the foregoing
provisions of this Condition 8(e), the Interest Rate shall be (A) that determined as
at the last preceding Interest Determination Date (though substituting, where a
different Margin is to be applied to the relevant Interest Period from that which
applied to the last preceding Interest Period, the Margin relating to the relevant
Interest Period, in place of the Margin relating to that last preceding Interest Period)
or (B) if there is no such preceding Interest Determination Date, the initial Interest
Rate which would have been applicable to the Notes for the first Interest Period
had the Notes been in issue for a period equal in duration to the scheduled first
Interest Period but ending on (and excluding) the Interest Commencement Date
(but applying the Margin applicable to the first Interest Period).
(f) Interest – SOFR Compounded Index (Screen Rate Determination)
This Condition 8(f) is applicable to the Notes only if the Floating Rate Note Provisions are
specified in the relevant Pricing Supplement as being applicable, Screen Rate
Determination is specified in the relevant Pricing Supplement as the manner in which the
Rate(s) of Interest is/are to be determined, and "Index Determination" is specified in the
relevant Pricing Supplement as being applicable.
Where "Index Determination" is specified in the relevant Pricing Supplement as being
applicable, the Rate of Interest for each Interest Period will be the compounded daily
reference rate for the relevant Interest Period, calculated in accordance with the following
formula:

(퐶표푚푝표푢푛푑푒푑 퐼푛푑푒푥 퐸푛푑
퐶표푚푝표푢푛푑푒푑 퐼푛푑푒푥 푆푡푎푟푡
−1) 푋
푁푢푚푒푟푎푡표푟
푑

and rounded to the Relevant Decimal Place, plus or minus the Margin (if any), all as
determined and calculated by the Calculation Agent, where:
"Compounded Index" shall mean the SOFR Compounded Index as specified in the
relevant Pricing Supplement;
"d" is the number of calendar days from (and including) the day on which the relevant
Compounded Index Start is determined to (but excluding) the day on which the relevant
Compounded Index End is determined;

- 53 -

"End" means the relevant Compounded Index value on the day falling the Relevant
Number of Index Days prior to the Interest Payment Date for such Interest Period, or such
other date on which the relevant payment of interest falls due (but which by its definition
or the operation of the relevant provisions is excluded from such Interest Period);
"Index Days" means, in the case of the SOFR Compounded Index, U.S. Government
Securities Business Days;
"Numerator" means, in the case of the SOFR Compounded Index, 360;
"Relevant Decimal Place" shall, unless otherwise specified in the Pricing Supplement,
be the seventh decimal place, rounded up or down, if necessary (with 0.00000005 being
rounded upwards);
"Relevant Number" is as specified in the applicable Pricing Supplement, but, unless
otherwise specified shall be five;
"SOFR Compounded Index" means the Compounded Daily SOFR rate as published at
15:00 (New York time) by Federal Reserve Bank of New York (or a successor
administrator of SOFR) on the website of the Federal Reserve Bank of New York, or any
successor source; and
"Start" means the relevant Compounded Index value on the day falling the Relevant
Number of Index Days prior to the first day of the relevant Interest Period.
Provided that a Benchmark Event has not occurred in respect of the relevant
Compounded Index, if, with respect to any Interest Period, the relevant rate is not
published for the relevant Compounded Index either on the relevant Start or End date,
then the Calculation Agent shall calculate the rate of interest for that Interest Period as if
Index Determination was not specified in the applicable Pricing Supplement and as if
Compounded Daily SOFR (as defined in Condition 8(e) (Interest – Floating Rate Notes
referencing SOFR)) had been specified instead in the Pricing Supplement, and in each
case "Observation Shift" had been specified as the Observation Method in the relevant
Pricing Supplement, and where the Observation Shift Period for the purposes of that
definition in Condition 8(e) (Interest – Floating Rate Notes referencing SOFR) shall be
deemed to be the same as the Relevant Number specified in the Pricing Supplement. For
the avoidance of doubt, if a Benchmark Event has occurred in respect of the relevant
Compounded Index, the provisions of Condition 8(m) (Benchmark Replacement
(Independent Adviser)) shall apply.
(g) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate
of Interest is specified in the relevant Pricing Supplement, then the Rate of Interest shall
in no event be greater than the maximum or be less than the minimum so specified.
(h) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after
the time at which the Rate of Interest is to be determined in relation to each Interest Period,
calculate the Interest Amount payable in respect of each Note for such Interest Period.
The Interest Amount will be calculated by applying the Rate of Interest for such Interest
Period to the Calculation Amount, multiplying the product by the relevant Day Count
Fraction, rounding the resulting figure to the nearest sub-unit of the Specified Currency
(half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction
equal to the Specified Denomination of the relevant Note divided by the Calculation
Amount. For this purpose a "sub-unit" means, in the case of any currency other than
euro, the lowest amount of such currency that is available as legal tender in the country
of such currency and, in the case of euro, means one cent.
(i) Calculation of other amounts: If the relevant Pricing Supplement specifies that any other
amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon
as practicable after the time or times at which any such amount is to be determined,

- 54 -

calculate the relevant amount. The relevant amount will be calculated by the Calculation
Agent in the manner specified in the relevant Pricing Supplement.
(j) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount
determined by it, together with the relevant Interest Payment Date, and any other
amount(s) required to be determined by it together with any relevant payment date(s) to
be notified to the Paying Agents and each competent authority, stock exchange and/or
quotation system (if any) by which the Notes have then been admitted to listing, trading
and/or quotation as soon as practicable after such determination but (in the case of each
Rate of Interest, Interest Amount and Interest Payment Date) in any event not later than
the first day of the relevant Interest Period. Notice thereof shall also promptly be given to
the Noteholders. The Calculation Agent will be entitled to recalculate any Interest Amount
(on the basis of the foregoing provisions) without notice in the event of an extension or
shortening of the relevant Interest Period. If the Calculation Amount is less than the
minimum Specified Denomination the Calculation Agent shall not be obliged to publish
each Interest Amount but instead may publish only the Calculation Amount and the
Interest Amount in respect of a Note having the minimum Specified Denomination.

(k) Notifications etc: All notifications, opinions, determinations, certificates, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of this
Condition by the Calculation Agent will (in the absence of manifest error) be binding on
the Issuer, the Guarantors, the Paying Agents, the Noteholders and the Couponholders
and (subject as aforesaid) no liability to any such Person will attach to the Calculation
Agent in connection with the exercise or non-exercise by it of its powers, duties and
discretions for such purposes.
(l) Determination of Rate of Interest following acceleration: If (i) the Notes become due and
payable in accordance with Condition 14 (Events of Default and Enforcement) and (ii) the
Rate of Interest for the Interest Period during which the Notes become due and payable
is to be determined by reference to either of Condition 8(e) (Interest – Floating Rate Notes
referencing SOFR) or Condition 8(f) (Interest – SOFR Compounded Index (Screen Rate
Determination)), then the final Interest Determination Date shall be the date on which the
Notes become so due and payable, and such Rate of Interest shall continue to apply to
the Notes for so long as interest continues to accrue thereon as provided in the Conditions.
(m) Benchmark Replacement (Independent Adviser)
Other than in the case of a U.S. dollar-denominated floating rate Note for which the
Reference Rate is specified in the relevant Pricing Supplement as being "SOFR", if a
Benchmark Event occurs in relation to the Reference Rate when the Rate of Interest (or
any component part thereof) for any Interest Period remains to be determined by
reference to such Reference Rate, then the Issuer shall use its reasonable endeavours
to appoint an Independent Adviser, as soon as reasonably practicable, to determine a
Successor Rate, failing which an Alternative Rate (in accordance with Condition 8(m)(ii))
and, in either case, an Adjustment Spread, if any (in accordance with Condition 8(m)(iii))
and any Benchmark Amendments (in accordance with Condition 8(m)(iv)).
In the absence of bad faith or fraud, the Independent Adviser shall have no liability
whatsoever to the Issuer, the Trustee, Agents or the Noteholders for any determination
made by it pursuant to this Condition 8(m) and the Trustee will not be liable for any loss,
liability, cost, charge or expense which may arise as a result thereof.
(i) If (A) the Issuer is unable to appoint an Independent Adviser or (B) the
Independent Adviser appointed by it fails to determine a Successor Rate or, failing
which, an Alternative Rate in accordance with this Condition 8(m) prior to the
relevant Interest Determination Date, the Reference Rate applicable to the
relevant Interest Period shall be the Reference Rate applicable as at the last
preceding Interest Determination Date. If there has not been a first Interest
Payment Date, the Reference Rate shall be the Reference Rate applicable to the
first Interest Period. For the avoidance of doubt, any adjustment pursuant to this

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Condition 8(m)(i) shall apply to the relevant Interest Period only. Any subsequent
Interest Period may be subject to the subsequent operation of this Condition 8(m).
(ii) If the Independent Adviser determines in its discretion that:
(A) there is a Successor Rate, then such Successor Rate shall (subject to
adjustment as provided in Condition 8(m)(iii)) subsequently be used in
place of the Reference Rate to determine the Rate of Interest (or the
relevant component part(s) thereof) for the relevant Interest Period and all
following Interest Periods, subject to the subsequent operation of this
Condition 8(m) in the event of a further Benchmark Event affecting the
Successor Rate; or
(B) there is no Successor Rate but that there is an Alternative Rate, then such
Alternative Rate shall (subject to adjustment as provided in Condition
8(m)(iii)) subsequently be used in place of the Reference Rate to
determine the Rate of Interest (or the relevant component part(s) thereof)
for the relevant Interest Period and all following Interest Periods, subject
to the subsequent operation of this Condition 8(m)) in the event of a further
Benchmark Event affecting the Alternative Rate.
(iii) If the Independent Adviser determines in its discretion (A) that an Adjustment
Spread is required to be applied to the Successor Rate or the Alternative Rate (as
the case may be) and (B) the quantum of, or a formula or methodology for
determining, such Adjustment Spread, then such Adjustment Spread shall apply
to the Successor Rate or the Alternative Rate (as the case may be).
(iv) If any relevant Successor Rate, Alternative Rate or Adjustment Spread is
determined in accordance with this Condition 8(m) and the Independent Adviser
determines in its discretion (A) that amendments to these Conditions are
necessary to ensure the proper operation of such Successor Rate, Alternative
Rate and/or Adjustment Spread (such amendments, the 'Benchmark
Amendments') and (B) the terms of the Benchmark Amendments, then the Issuer
shall, subject to giving notice thereof in accordance with Condition 8(m)(v), without
any requirement for the consent or approval of relevant Noteholders, vary these
Conditions to give effect to such Benchmark Amendments with effect from the
date specified in such notice (and for the avoidance of doubt, the Trustee shall, at
the direction and expense of the Issuer, consent to and effect such consequential
amendments to the Trust Deed, Paying Agency Agreement and these Conditions
as the Trustee may be required in order to give effect to this Condition 8(m).
(v) Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms
of any Benchmark Amendments, determined under this Condition 8(m) will be
notified promptly by the Issuer to the Trustee, the Calculation Agent, the Paying
Agents and, in accordance with Condition 20 (Notices), the Noteholders. Such
notice shall be irrevocable and shall specify the effective date of the Benchmark
Amendments, if any.
(vi) No later than notifying the Trustee of the same, the Issuer shall deliver to the
Trustee (copying the Agents) a certificate signed by two authorised signatories of
the Issuer:
(A) confirming (1) that a Benchmark Event has occurred, (2) the relevant
Successor Rate, or, as the case may be, the relevant Alternative Rate and,
(3) where applicable, any relevant Adjustment Spread and/or the specific
terms of any relevant Benchmark Amendments, in each case as
determined in accordance with the provisions of this Condition 8(m); and
(B) certifying that (1) the relevant Benchmark Amendments are necessary to
ensure the proper operation of such relevant Successor Rate, Alternative

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Rate and/or Adjustment Spread and (2) the intent of the drafting of such
changes is solely to implement the relevant Benchmark Amendments.
The Trustee and the Agents shall be entitled to rely on such certificate (without
further enquiry and without liability to any person) as sufficient evidence thereof.
(vii) The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and
the Benchmark Amendments (if any) specified in such certificate will (in the
absence of manifest error or bad faith in the determination of such Successor Rate
or Alternative Rate and such Adjustment Spread (if any) and such Benchmark
Amendments (if any)) be binding on the Issuer, the Trustee and Principal Paying
Agent, the Calculation Agent, the other Paying Agents and the Noteholders.
(viii) As used in this Condition 8(m):
"Adjustment Spread" means either a spread (which may be positive or negative),
or the formula or methodology for calculating a spread, in either case, which the
Independent Adviser determines is required to be applied to the relevant
Successor Rate or the relevant Alternative Rate (as the case may be) and is the
spread, formula or methodology which:
(A) in the case of a Successor Rate, is formally recommended, or formally
provided as an option for parties to adopt, in relation to the replacement
of the Reference Rate with the Successor Rate by any Relevant
Nominating Body; or
(B) (if no such recommendation has been made, or in the case of an
Alternative Rate), the Independent Adviser, determines is customarily
applied to the relevant Successor Rate or Alternative Rate (as the case
may be) in international debt capital markets transactions to produce an
industry-accepted replacement rate for the Reference Rate; or
(C) (if no such determination has been made) the Independent Adviser
determines, is recognised or acknowledged as being the industry standard
for over-the-counter derivative transactions which reference the
Reference Rate, where such rate has been replaced by the Successor
Rate or the Alternative Rate (as the case may be); or
(D) (if the Independent Adviser determines that no such industry standard is
recognised or acknowledged) the Independent Adviser determines to be
appropriate to reduce or eliminate, to the extent reasonably practicable in
the circumstances, any economic prejudice or benefit (as the case may
be) to Noteholders as a result of the replacement of the Reference Rate
with the Successor Rate or the Alternative Rate (as the case may be).
"Alternative Rate" means an alternative benchmark or screen rate which the
Independent Adviser determines in accordance with this Condition 8(m) is
customary in market usage in the international debt capital markets for the
purposes of determining floating rates of interest (or the relevant component part
thereof) for a commensurate period and in the Specified Currency;
"Benchmark Amendments" has the meaning given to it in Condition 8(m)(iv);
"Benchmark Event" means:
(A) the relevant Reference Rate has ceased to be published on the Relevant
Screen Page as a result of such benchmark ceasing to be calculated or
administered; or

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(B) a public statement by the administrator of the relevant Reference Rate
that (in circumstances where no successor administrator has been or will
be appointed that will continue publication of such Reference Rate) it has
ceased publishing such Reference Rate permanently or indefinitely or that
it will cease to do so by a specified future date (the "Specified Future
Date"); or
(C) a public statement by the supervisor of the administrator of the relevant
Reference Rate that such Reference Rate has been or will, by a specified
future date (the "Specified Future Date"), be permanently or indefinitely
discontinued; or
(D) a public statement by the supervisor of the administrator of the relevant
Reference Rate that means that such Reference Rate will, by a specified
future date (the "Specified Future Date"), be prohibited from being used
or that its use will be subject to restrictions or adverse consequences,
either generally or in respect of the Notes; or
(E) a public statement by the supervisor of the administrator of the relevant
Reference Rate (as applicable) that, in the view of such supervisor, such
Reference Rate is or will, by a specified future date (the "Specified Future
Date"), be no longer representative of an underlying market; or
(F) it has or will, by a specified date within the following six months, become
unlawful for the Calculation Agent to calculate any payments due to be
made to any Noteholder using the relevant Reference Rate (as applicable)
(including, without limitation, under the Benchmarks Regulation (EU)
2016/1011, if applicable).
Notwithstanding the sub-paragraphs above, where the relevant Benchmark Event
is a public statement within sub-paragraphs (B), (C), (D), or (E) above and the
Specified Future Date in the public statement is more than six months after the
date of that public statement, the Benchmark Event shall not be deemed to occur
until the date falling six months prior to such Specified Future Date.
"Independent Adviser" means an independent financial institution of
international repute or other independent financial adviser experienced in the
international capital markets, in each case appointed by the Issuer at its own
expense;
"Relevant Nominating Body" means, in respect of a benchmark or screen rate
(as applicable):
(A) the central bank for the currency to which the benchmark or screen rate
(as applicable) relates, or any central bank or other supervisory authority
which is responsible for supervising the administrator of the benchmark or
screen rate (as applicable); or
(B) any working group or committee sponsored by, chaired or co-chaired by
or constituted at the request of (1) the central bank for the currency to
which the benchmark or screen rate (as applicable) relates, (2) any central
bank or other supervisory authority which is responsible for supervising
the administrator of the benchmark or screen rate (as applicable), (3) a
group of the aforementioned central banks or other supervisory authorities
or (4) the Financial Stability Board or any part thereof; and
"Successor Rate" means a successor to or replacement of the Reference Rate
which is formally recommended by any Relevant Nominating Body.

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9. Zero Coupon Note Provisions
(a) Application: This Condition 9 (Zero Coupon Note Provisions) is applicable to the Notes
only if the Zero Coupon Note Provisions are specified in the relevant Pricing Supplement
as being applicable.
(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of
any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall
thereafter be an amount equal to the sum of:
(i) the Reference Price; and
(ii) the product of the Accrual Yield (compounded annually) being applied to the
Reference Price on the basis of the relevant Day Count Fraction from (and
including) the Issue Date to (but excluding) whichever is the earlier of (i) the day
on which all sums due in respect of such Note up to that day are received by or
on behalf of the relevant Noteholder and (ii) the day which is seven days after the
Principal Paying Agent has notified the Noteholders that it has received all sums
due in respect of the Notes up to such seventh day (except to the extent that there
is any subsequent default in payment).
10. Dual Currency Note Provisions
(a) Application: This Condition 10 (Dual Currency Note Provisions) is applicable to the Notes
only if the Dual Currency Note Provisions are specified in the relevant Pricing Supplement
as being applicable.
(b) Rate of Interest: If the rate or amount of interest falls to be determined by reference to an
exchange rate, the rate or amount of interest payable shall be determined in the manner
specified in the relevant Pricing Supplement.
11. Redemption and Purchase
(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the
Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject
as provided in Condition 12 (Payments).
(b) Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in
whole, but not in part:
(i) at any time (if the Floating Rate Note Provisions are not specified in the relevant
Pricing Supplement as being applicable); or
(i) on any Interest Payment Date (if the Floating Rate Note Provisions are not
specified in the relevant Pricing Supplement as being applicable),
on giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice
shall be irrevocable), at their Early Redemption Amount (Tax), together with interest
accrued (if any) to the date fixed for redemption, if, immediately before giving such notice,
the Issuer satisfies the Trustee that:
(A) (1) the Issuer has or will become obliged to pay additional amounts as provided
or referred to in Condition 13 (Taxation) as a result of any change in, or
amendment to, the laws or regulations of New Zealand or any political subdivision
or any authority thereof or therein having power to tax (including, without limitation,
any increase in the rate of Approved Issuer Levy payable pursuant to the Stamp
and Cheque Duties Act 1971 (NZ)), or any change in the application or official
interpretation of such laws or regulations (including a holding by a court of
competent jurisdiction), which change or amendment becomes effective on or
after the date of issue of the first Tranche of the Notes; and (2) such obligation

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cannot be avoided by the Issuer taking reasonable measures available to it (but
not including paying the increased amount of Approved Issuer Levy); or
(B) (1) a Guarantor has or (if a demand was made under the Guarantee of the Notes)
would become obliged to pay additional amounts as provided or referred to in
Condition 13 (Taxation) as a result of any change in, or amendment to, the laws
or regulations of New Zealand or any political subdivision or any authority thereof
or therein having power to tax (including, without limitation, any increase in the
rate of Approved Issuer Levy payable pursuant to the Stamp and Cheque Duties
Act 1971 (NZ)), or any change in the application or official interpretation of such
laws or regulations (including a holding by a court of competent jurisdiction), which
change or amendment becomes effective on or after the date of issue of the first
Tranche of the Notes and (2) such obligation cannot be avoided by the Guarantor
taking reasonable measures available to it (but not including paying the increased
amount of Approved Issuer Levy),
provided, however, that no such notice of redemption shall be given earlier than:
(1) where the Notes may be redeemed at any time, 90 days prior to the
earliest date on which the Issuer or the relevant Guarantor would be
obliged to pay such additional amounts if a payment in respect of the
Notes were then due or (as the case may be) a demand under the
Guarantee of the Notes were then made; or
(2) where the Notes may be redeemed only on an Interest Payment Date, 60
days prior to the Interest Payment Date occurring immediately before the
earliest date on which the Issuer or the relevant Guarantor would be
obliged to pay such additional amounts if a payment in respect of the
Notes were then due or (as the case may be) a demand under the
Guarantee of the Notes were then made.
Prior to the publication of any notice of redemption pursuant to this paragraph, the
Issuer shall deliver or procure that there is delivered to the Trustee a certificate
signed by two Authorised Signatories of the Issuer stating that the Issuer is entitled
to effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer so to redeem have occurred. The
Trustee shall be entitled to accept such certificate as sufficient evidence of the
satisfaction of the circumstances set out above, in which event it shall be
conclusive and binding on the Noteholders. Upon the expiry of any such notice
as is referred to in this Condition 11(b), the Issuer shall be bound to redeem the
Notes in accordance with this Condition 11.
(c) Redemption at the option of the Issuer: If the Call Option is specified in the relevant Pricing
Supplement as being applicable, the Notes may be redeemed at the option of the Issuer
in whole or, if so specified in the relevant Pricing Supplement, in part on any Optional
Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer's
giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice
shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may
be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at
the Optional Redemption Amount (Call) plus accrued interest (if any) to such date).
(d) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance
with Condition 11(c) (Redemption at the option of the Issuer), in the case of Bearer Notes
the Notes to be redeemed shall be selected by the drawing of lots in such place as the
Principal Paying Agent approves and in such manner as the Principal Paying Agent
considers appropriate, subject to compliance with applicable law, the rules of each
competent authority, stock exchange and/or quotation system (if any) by which the Notes
have then been admitted to listing, trading and/or quotation and the notice to Noteholders
referred to in Condition 11(c) (Redemption at the option of the Issuer) shall specify the
serial numbers of the Notes so to be redeemed, and, in the case of Registered Notes,

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each shall be redeemed in part in the proportion which the aggregate principal amount of
the outstanding Notes to be redeemed on the relevant Optional Redemption Date (Call)
bears to the aggregate principal amount of outstanding Notes on such date. If any
Maximum Redemption Amount or Minimum Redemption Amount is specified in the
relevant Pricing Supplement, then the Optional Redemption Amount (Call) shall in no
event be greater than the maximum or be less than the minimum so specified.
(e) Redemption at the option of Noteholders: If the Put Option is specified in the relevant
Pricing Supplement as being applicable, the Issuer shall, at the option of the holder of any
Note redeem such Note on the Optional Redemption Date (Put) specified in the relevant
Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest
(if any) accrued to such date. In order to exercise the option contained in this Condition
11(e), the holder of a Note must, not less than 30 nor more than 60 days before the
relevant Optional Redemption Date (Put), deposit a duly completed Put Option Notice in
the form obtainable from the Paying Agent and, in the case of a Put Option Notice relating
to Definitive Notes, such Definitive Notes with any Paying Agent. The Paying Agent with
which a Note is so deposited shall deliver a duly completed Put Option Receipt to the
depositing Noteholder. No Note, once deposited with a duly completed Put Option Notice
in accordance with this Condition 11(e), may be withdrawn; provided, however, that if,
prior to the relevant Optional Redemption Date (Put), any such Note becomes
immediately due and payable or, upon due presentation of such Definitive Note, the
payment of such redemption moneys is improperly withheld or refused, the relevant
Paying Agent shall mail notification thereof to the depositing Noteholder at such address
as may have been given by such Noteholder in the relevant Put Option Notice and shall
hold such Note at its Specified Office for collection by the depositing Noteholder against
surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held
by a Paying Agent in accordance with this Condition 11(e), the depositor of such Note
and not such Paying Agent shall be deemed to be the holder of such Note for all purposes.
(f) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than
as provided in paragraphs (a) to (e) above.
(g) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant
Pricing Supplement, the Redemption Amount payable on redemption of a Zero Coupon
Note at any time before the Maturity Date shall be an amount equal to the sum of:
(i) the Reference Price; and
(ii) the product of the Accrual Yield (compounded annually) being applied to the
Reference Price from (and including) the Issue Date to (but excluding) the date
fixed for redemption or (as the case may be) the date upon which the Note
becomes due and payable.
Where such calculation is to be made for a period which is not a whole number of years,
the calculation in respect of the period of less than a full year shall be made on the basis
of such Day Count Fraction as may be specified in the Pricing Supplement for the
purposes of this Condition 11(g) or, if none is so specified, a Day Count Fraction of
30E/360.
(h) Purchase: The Issuer, a Guarantor or any of their respective Subsidiaries may at any
time purchase Notes in the open market or otherwise and at any price, provided that (in
the case of Bearer Notes) all unmatured Coupons are purchased therewith.
(i) Cancellation: All Notes so redeemed or purchased by the Issuer, a Guarantor or any of
their respective Subsidiaries and any unmatured Coupons attached to or surrendered with
them shall be cancelled and may not be reissued or sold.
12. Payments
(A) Payments Generally

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(a) Payments in New York City: Payments of principal or interest may be made at the
Specified Office of a Paying Agent in New York City if (i) the Issuer has appointed Paying
Agents outside the United States with the reasonable expectation that such Paying
Agents will be able to make payment of the full amount of the interest on the Notes in the
currency in which the payment is due when due, (ii) payment of the full amount of such
interest at the offices of all such Paying Agents is illegal or effectively precluded by
exchange controls or other similar restrictions and (iii) payment is permitted by applicable
United States law.
(b) Payments subject to fiscal laws: Payments will be subject in all cases to (i) any fiscal or
other laws and regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 13 (Taxation) and (ii) any withholding or deduction
required pursuant to an agreement described in Section 1471(b) of the U.S. Internal
Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471
through 1474 of the Code, any regulations or agreements thereunder, any official
interpretations thereof, or (without prejudice to the provisions of Condition 13 (Taxation))
any law implementing an intergovernmental approach thereto.
(c) Payments on business days: If the due date for payment of any amount in respect of any
Note or Coupon is not a Payment Business Day in the place of presentation, the holder
shall not be entitled to payment in such place of the amount due until the next succeeding
Payment Business Day in such place and shall not be entitled to any further interest or
other payment in respect of any such delay.
(d) Partial payments: If a Paying Agent makes a partial payment in respect of any Note or
Coupon presented to it for payment, such Paying Agent will endorse thereon or, in the
case of Registered Notes, record upon the Register a statement indicating the amount
and date of such payment.
(B) Payments in respect of Bearer Notes
(a) Principal: Payments of principal shall be made only against presentation and (provided
that payment is made in full) surrender of Bearer Notes at the Specified Office of any
Paying Agent outside the United States by cheque drawn in the currency in which the
payment is due on, or by transfer to an account denominated in that currency (or, if that
currency is euro, any other account to which euro may be credited or transferred) and
maintained by the payee with, a bank in the Principal Financial Centre of that currency.
(b) Interest: Payments of interest shall, subject to paragraph (f) below, be made only against
presentation and (provided that payment is made in full) surrender of the appropriate
Coupons at the Specified Office of any Paying Agent outside the United States in the
manner described in paragraph (a) above.
(c) Deductions for unmatured Coupons: If the relevant Pricing Supplement specifies that the
Fixed Rate Note Provisions are applicable and a Bearer Note is presented without all
unmatured Coupons relating thereto:
(i) if the aggregate amount of the missing Coupons is less than or equal to the
amount of principal due for payment, a sum equal to the aggregate amount of the
missing Coupons will be deducted from the amount of principal due for payment;
provided, however, that if the gross amount available for payment is less than
the amount of principal due for payment, the sum deducted will be that proportion
of the aggregate amount of such missing Coupons which the gross amount
actually available for payment bears to the amount of principal due for payment;
and
(ii) if the aggregate amount of the missing Coupons is greater than the amount of
principal due for payment:

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(A) so many of such missing Coupons shall become void (in inverse order of
maturity) as will result in the aggregate amount of the remainder of such
missing Coupons (the "Relevant Coupons") being equal to the amount
of principal due for payment; provided, however, that where this sub-
paragraph would otherwise require a fraction of a missing Coupon to
become void, such missing Coupon shall become void in its entirety; and
(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less,
the amount of principal due for payment) will be deducted from the amount
of principal due for payment; provided, however, that, if the gross
amount available for payment is less than the amount of principal due for
payment, the sum deducted will be that proportion of the aggregate
amount of the Relevant Coupons (or, as the case may be, the amount of
principal due for payment) which the gross amount actually available for
payment bears to the amount of principal due for payment.
Each sum of principal so deducted shall be paid in the manner provided in
paragraph (a) above against presentation and (provided that payment is made
in full) surrender of the relevant missing Coupons.
(d) Unmatured Coupons void: If the relevant Pricing Supplement specifies that this
Condition 12(B)(d) is applicable or that the Floating Rate Note Provisions are applicable,
on the due date for final redemption of any Note or early redemption in whole of such Note
pursuant to Condition 11(b) (Redemption for tax reasons), Condition 11(e) (Redemption
at the option of Noteholders), Condition 11(c) (Redemption at the option of the Issuer) or
Condition 14 (Events of Default and Enforcement), all unmatured Coupons relating
thereto (whether or not still attached) shall become void and no payment will be made in
respect thereof.
(e) Payments on business days: If the due date for payment of any amount in respect of any
Bearer Note or Coupon is not a Payment Business Day in the place of presentation, the
holder shall not be entitled to payment in such place of the amount due until the next
succeeding Payment Business Day in such place and shall not be entitled to any further
interest or other payment in respect of any such delay.
(f) Payments other than in respect of matured Coupons: Payments of interest other than in
respect of matured Coupons shall be made only against presentation of the relevant
Bearer Notes at the Specified Office of any Paying Agent outside the United States (or in
New York City if permitted by paragraph (c) above).
(g) Partial payments: If a Paying Agent makes a partial payment in respect of any Bearer
Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a
statement indicating the amount and date of such payment.
(h) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at
the time of issue) part of a Coupon Sheet relating to the Bearer Notes, the Talon forming
part of such Coupon Sheet may be exchanged at the Specified Office of the Principal
Paying Agent for a further Coupon Sheet (including, if appropriate, a further Talon but
excluding any Coupons in respect of which claims have already become void pursuant to
Condition 15 (Prescription). Upon the due date for redemption of any Bearer Note, any
unexchanged Talon relating to such Note shall become void and no Coupon will be
delivered in respect of such Talon.
(C) Payments in respect of Registered Notes
(a) Principal: Payments of principal (other than instalments of principal prior to the final
instalment) in respect of each Registered Note (whether or not in global form) will be made
against presentation and surrender (or, in the case of part payment of any sum due,
endorsement) of the Registered Note at the Specified Office of the Registrar or any of the
Paying Agents. Such payments will be made by transfer to the Designated Account (as

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defined below) of the holder (or the first named of joint holders) of the Registered Note
appearing in the register of holders of the Registered Notes maintained by the Registrar
(the "Register") at the close of business on the fifteenth day (being for the purpose of this
paragraph (a) a day on which banks are open for business in the city where the specified
office of the Registrar is located) before the relevant due date (the "Record Date").
Notwithstanding the previous sentence, if (i) a holder does not have a Designated Account
or (ii) the nominal amount of the Notes held by a holder is less than U.S.$250,000 (or its
approximate equivalent in any other Specified Currency), payment will instead be made
by a cheque in the Specified Currency drawn on a Designated Bank (as defined below).
For these purposes, "Designated Account" means the account (which, in the case of a
payment in Japanese Yen to a non-resident of Japan, shall be a non-resident account)
maintained by a holder with a Designated Bank and identified as such in the Register and
"Designated Bank" means (in the case of payment in a Specified Currency other than
euro) a bank in the principal financial centre of the country of such Specified Currency
(which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be
Sydney and Wellington respectively) and (in the case of a payment in euro) any bank
which processes payments in euro.
(b) Interest: Payments of interest and payments of instalments of principal (other than the
final instalment) in respect of each Registered Note (whether or not in global form) will be
made by a cheque in the Specified Currency drawn on a Designated Bank and mailed by
uninsured mail on the business day in the city where the specified office of the Registrar
is located immediately preceding the relevant due date to the holder (or the first named
of joint holders) of the Registered Note appearing in the Register at the close of business
on the fifteenth day (whether or not such fifteenth day is a business day) before the Record
Date at his address shown in the Register on the Record Date and at his risk. Upon
application of the holder to the specified office of the Registrar not less than three business
days in the city where the specified office of the Registrar is located before the due date
for any payment of interest in respect of a Registered Note, the payment may be made
by transfer on the due date in the manner provided in the preceding paragraph. Any such
application for transfer shall be deemed to relate to all future payments of interest (other
than interest due on redemption) and instalments of principal (other than the final
instalment) in respect of the Registered Notes which become payable to the holder who
has made the initial application until such time as the Registrar is notified in writing to the
contrary by such holder. Payment of the interest due in respect of each Registered Note
on redemption and the final instalment of principal will be made in the same manner as
payment of the principal in respect of such Registered Note.
13. Taxation
(a) Gross up: All payments of principal and interest in respect of the Notes and the Coupons
by or on behalf of the Issuer or a Guarantor shall be made free and clear of, and without
withholding or deduction for or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by or on behalf of New Zealand or any political subdivision therein
or any authority therein or thereof having power to tax, unless the withholding or deduction
of such taxes, duties, assessments, or governmental charges is required by law. In that
event, the Issuer or (as the case may be) the relevant Guarantor shall pay such additional
amounts as will result in receipt by the Noteholders and the Couponholders after such
withholding or deduction of such amounts as would have been received by them had no
such withholding or deduction been required, except that no such additional amounts shall
be payable in respect of any Note or Coupon:
(i) held by or on behalf of a holder in respect of which the liability to such taxes, duties,
assessments or governmental charges in respect of such Note or Coupon arises
by reason of its having some connection with the jurisdiction by which such taxes,
duties, assessments or charges have been imposed, levied, collected, withheld or
assessed other than the mere holding of the Note or Coupon; or

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(ii) presented for payment in New Zealand if such withholding or deduction would not
have been required if the Note or Coupon was presented for payment outside
New Zealand; or
(iii) where such withholding or deduction is for or on account of New Zealand resident
withholding tax; or
(iv) held by or on behalf of a holder which is associated with the Issuer or the relevant
Guarantor for the purposes of the Approved Issuer Levy or non-resident
withholding tax rules in the Income Tax Act 2007 of New Zealand or which holds
the Note or Coupon or derives the interest jointly with a New Zealand resident; or
(v) where the relevant Note or Coupon is presented for payment more than 30 days
after the Relevant Date except to the extent that the holder of such Note or
Coupon would have been entitled to such additional amounts on presenting such
Note or Coupon for payment on the last day of such period of 30 days.
(b) Resident Withholding Tax: The Issuer or the Guarantors (as applicable) are required by
law to deduct New Zealand resident withholding tax from the payment of interest to the
holder of any Note on any Interest Payment Date or the Maturity Date, if:
(i) the holder is a resident of New Zealand for income tax purposes or otherwise
receives payments of principal or interest from the Issuer or a Guarantor subject
to the New Zealand resident withholding tax rules (a "New Zealand Holder"); and
(ii) at the time of such payment the New Zealand Holder does not have RWT-exempt
status for New Zealand resident withholding tax purposes.
Prior to any Interest Payment Date or Maturity Date any New Zealand Holder:
(i) must notify the Issuer or the Guarantors (as applicable) or a Paying Agent that the
New Zealand Holder is the holder of a Note; and
(ii) must notify the Issuer or the Guarantors (as applicable) or a Paying Agent of any
circumstances, and provide the Issuer or the Guarantors (as applicable) or the
relevant Paying Agent with any information (including notification of the New
Zealand Holder’s RWT-exempt status for New Zealand resident withholding tax
purposes and providing the New Zealand Holder’s IRD number), that may enable
the Issuer or the Guarantors (as applicable) to make the payment of interest to
the New Zealand Holder without deduction on account of a New Zealand resident
withholding tax.
A New Zealand Holder must notify the Issuer and the Guarantors (as applicable), prior to
any Interest Payment Date or the Maturity Date, of any change in the New Zealand
Holder's circumstances from those previously notified that could affect the Issuer's or a
Guarantor's payment or withholding obligations in respect of any Note. By accepting
payment of the full face amount of a Note or any interest thereon on any Interest Payment
Date or Maturity Date, a New Zealand Holder will be deemed to have indemnified the
Issuer or the Guarantors (as applicable) for all purposes in respect of any liability which
the Issuer or the Guarantors (as applicable) may incur for not deducting any amount from
such payment on account of New Zealand resident withholding tax.
(c) Taxing jurisdiction: If the Issuer or the Guarantor becomes subject at any time to any
taxing jurisdiction other than New Zealand, references in these Conditions to New
Zealand shall be construed as references to New Zealand and/or such other jurisdiction.
14. Events of Default and Enforcement
If any of the following events occurs, then the Trustee at its discretion may and, if so
requested in writing by holders of at least one quarter of the aggregate principal amount

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of the outstanding Notes or if so directed by an Extraordinary Resolution, shall (subject to
the Trustee in each case, being indemnified and/or secured and/or prefunded to its
satisfaction having certified in writing that the happening of any of the events described in
paragraphs (c), (d), (f) and (in the case of any event having an analogous effect to any of
the foregoing) (g) below, is in its opinion materially prejudicial to the interests of the
Noteholders) give written notice to the Issuer declaring the Notes to be immediately due
and payable, whereupon they shall become immediately due and payable at their Early
Termination Amount together with accrued interest (if any) without further action or
formality:
(a) default is made in the payment of any principal or interest due in respect of the
Notes or any of them and the default continues for a period of 14 days; or
(b) the Issuer or any Guarantor fails to perform or observe any of its other obligations
under these Conditions or the Trust Deed and (except in any case where the
failure is incapable of remedy when no such continuation or notice as is
hereinafter mentioned will be required) the failure continues for the period of 30
days next following the service by the Trustee on the Issuer or the relevant
Guarantor (as the case may be) of notice requiring the same to be remedied; or
(c) any Borrowed Moneys Indebtedness of the Issuer or any Guarantor exceeding
NZ$10,000,000 (in aggregate) or its equivalent in any other currency is not repaid
on its original maturity date (or within any applicable grace periods), or becomes
due and payable by reason of default before its original maturity date, other than
where contested in good faith by appropriate proceedings; or
(d) the Issuer or any Guarantor is unable to pay its debts as they fall due, commences
negotiations with any one or more of its creditors with a view to the readjustment
or rescheduling of its indebtedness generally, or makes a general assignment for
the benefit of or an arrangement or composition with or for the benefit of its
creditors; or
(e) any order is made by any competent court or an effective resolution is passed or
legislation is enacted for the liquidation, winding up or dissolution of the Issuer or
any Guarantor, or a statutory manager is appointed in respect of the Issuer or any
Guarantor under the Corporations (Investigations and Management) Act 1989 of
New Zealand or any analogous or replacement legislation, or any analogous
proceedings are taken in respect of the Issuer or any Guarantor, or the Issuer or
any Guarantor ceases or threatens in writing to cease to carry on the whole or
substantially the whole of its business, other than for the purposes of a
reconstruction, amalgamation or reorganisation where the Issuer or the relevant
Guarantor, as the case may be, is solvent and which (except in the case of an
amalgamation with, or the distribution of Assets to, another Guarantor or
Guarantors) has been approved by the Trustee; or
(f) an encumbrancer takes possession or a receiver is appointed of the whole or any
material part of the Assets or undertaking of the Issuer or any Guarantor, or a
distress or execution in an amount exceeding NZ$10,000,000 (or its equivalent in
any other currency) is levied or enforced upon or sued out against all or any
material part of the Assets or undertaking of the Issuer or any Guarantor, except
where the same is discharged or stayed within 30 days of commencement or is
contested by the Issuer or such Guarantor in good faith by appropriate
proceedings; or
(g) any event occurs which under the laws of any relevant jurisdiction has an
analogous effect to any of the events referred to in the foregoing paragraphs.
The Trustee may at any time, at its discretion and without further notice, institute such
proceedings against the Issuer and/or a Guarantor as it may think fit to recover any
amounts due in respect of the Notes which are unpaid or to enforce any of its rights under

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this Trust Deed or the Conditions but it shall not be bound to do so unless (i) it shall have
been so directed by an Extraordinary Resolution or so requested in writing by the holders
of at least one-quarter in principal amount of the outstanding Notes, and (ii) it shall have
been indemnified and/or secured and/or prefunded to its satisfaction. No Noteholder,
Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or
the Guarantors unless the Trustee, having become bound so to proceed, fails to do so
within a reasonable time and such failure is continuing.
15. Prescription
Claims for principal in respect of Bearer Notes shall become void unless the relevant
Bearer Notes are presented for payment within ten years of the appropriate Relevant
Date. Claims for interest (whether in respect of Bearer Notes or Registered Notes) shall
become void unless the relevant Notes, Receipts, or Coupons are presented for payment
within, in the case of Bearer Notes, five years or, in the case of Registered Notes ten
years, of the appropriate Relevant Date.
16. Replacement of Notes and Coupons
If any Note, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it
may be replaced at the Specified Office of the Replacement Agent (in the case of Bearer
Notes, Receipts, Talons or Coupons) or the Registrar (in the case of Registered Notes)
(and, in each case, if the Notes are then admitted to listing, trading and/or quotation by
any competent authority, stock exchange and/or quotation system which requires the
appointment of a Paying Agent or Transfer Agent in any particular place, the Paying Agent
or Transfer Agent having its Specified Office in the place required by such competent
authority, stock exchange and/or quotation system), subject to all applicable laws and
competent authority, stock exchange and/or quotation system requirements, upon
payment by the claimant of the expenses incurred in connection with such replacement
and on such terms as to evidence, security, indemnity and otherwise as the Issuer may
reasonably require. Mutilated or defaced Notes, Receipts, Talons or Coupons must be
surrendered before replacements will be issued.
17. Trustee and Agents
Under the Trust Deed, the Trustee is entitled to be indemnified and relieved from
responsibility in certain circumstances and to be paid its costs and expenses in priority to
the claims of the Noteholders. In addition, the Trustee is entitled to enter into business
transactions with the Issuer, a Guarantor and any entity relating to the Issuer or a
Guarantor without accounting for any profit.
In the exercise of its powers and discretions under these Conditions and the Trust Deed,
the Trustee will have regard to the interests of the Noteholders as a class and will not be
responsible for any consequence for individual Holders of Notes as a result of such
Holders being connected in any way with a particular territory or taxing jurisdiction.
In acting under the Paying Agency Agreement and in connection with the Notes and the
Coupons, the Agents act solely as agents of the Issuer and the Guarantors and (to the
extent provided therein) the Trustee and do not assume any obligations towards or
relationship of agency or trust for or with any of the Noteholders or Couponholders.
The initial Paying Agents, Transfer Agents and Registrars and their initial Specified
Offices are listed below. The initial Calculation Agent (if differing from the Calculation
Agent appointed pursuant to clause 13 of the Paying Agency Agreement) is specified in
the relevant Pricing Supplement. The Issuer and the Guarantors (acting together) reserve
the right (with the prior approval of the Trustee) at any time to vary or terminate the
appointment of any Agent and to appoint a successor principal paying agent, other paying
agent, registrar or calculation agent and additional or successor paying agents or
registrars; provided, however, that:

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(a) the Issuer and the Guarantors shall at all times maintain a principal paying agent
and a registrar;
(b) if a Calculation Agent is specified in the relevant Pricing Supplement, the Issuer
and the Guarantors shall at all times maintain a Calculation Agent; and
(c) if and for so long as the Notes are admitted to listing, trading and/or quotation by
any competent authority, stock exchange and/or quotation system which requires
the appointment of a Paying Agent (in the case of Bearer Notes) and a Transfer
Agent (in the case of Registered Notes) in any particular place, the Issuer and the
Guarantors shall maintain a Paying Agent and/or Transfer Agent having its
Specified Office in the place required by such competent authority, stock
exchange and/or quotation system.
Notice of any change in any of the Agents or in their Specified Offices shall promptly be
given to the Noteholders.
18. Meetings of Noteholders; Modification and Waiver
(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of
Noteholders to consider matters relating to the Notes, including the modification of any
provision of these Conditions. Any such modification may be made if sanctioned by an
Extraordinary Resolution. Such a meeting may be convened by the Issuer and the
Guarantors (acting together) or by the Trustee, and shall be convened by the Trustee
subject to its being indemnified and/or secured and/or pre-funded to its satisfaction upon
the request in writing of Noteholders holding not less than one-twentieth of the aggregate
principal amount of the outstanding Notes. The quorum at any Meeting convened to vote
on an Extraordinary Resolution will be two or more Voters holding or representing one
more than half of the aggregate principal amount of the outstanding Notes or, at any
adjourned meeting, two or more Voters being or representing Noteholders whatever the
principal amount of the Notes held or represented; provided, however, that Reserved
Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of
Noteholders at which two or more Persons holding or representing not less than two-thirds
or, at any adjourned meeting, one-third of the aggregate principal amount of the
outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such
meeting shall be binding on all the Noteholders and Couponholders, whether present or
not.
Any such meeting of the Noteholders may be convened at a physical location, or such
other method (which may include, without limitation, a conference call or video
conference) as the Trustee may determine in accordance with the provisions of the Trust
Deed.
The Trust Deed provides that (i) a written resolution signed by or on behalf of all holders
of Notes who for the time being are entitled to receive notice of a Meeting (a "Written
Resolution") or (ii) where Notes are held by or on behalf of a clearing system or clearing
systems, approval of a resolution proposed by the Issuer, a Guarantor or the Trustee
given by way of electronic consents communicated through the electronic
communications systems of the relevant clearing system(s) in accordance with their
operating rules and procedures by or on behalf of all holders of Notes who for the time
being are entitled to receive notice of a Meeting (an "Electronic Consent") shall, in each
case for all purposes, be as valid and effective as an Extraordinary Resolution passed at
a meeting of Noteholders duly convened and held.
A Written Resolution and/or Electronic Consent will be binding on all Noteholders whether
or not they participated in such Written Resolution and/or Electronic Consent, as the case
may be.
(b) Modification and waiver: The Trustee may, without the consent of the Noteholders,
Receiptholders or Couponholders, concur with the Issuer and the Guarantors in making

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any modification of these Conditions, the Paying Agency Agreement, the Notes or the
Trust Deed (other than in respect of Reserved Matters or any provision of the Trust Deed
referred to in such specification) which is, in the opinion of the Trustee, proper to make if,
in the opinion of the Trustee, such modification will not be materially prejudicial to the
interests of Noteholders and to any modification of these Conditions, the Paying Agency
Agreement, the Notes or the Trust Deed which is of a formal, minor or technical nature or
is to correct a manifest error.
In addition, the Trustee may, without the consent of the Noteholders, Receiptholders or
Couponholders on such terms and conditions (if any) as shall seem expedient to it,
authorise or waive any proposed breach or breach of any of the covenants or provisions
contained in the Receipts, Coupons or Notes or the Trust Deed (other than a proposed
breach or breach relating to the subject of a Reserved Matter) or determine that any Event
of Default or Potential Event of Default shall not be treated as such for the purposes of
the Trust Deed if, in the opinion of the Trustee, the interests of the Noteholders will not be
materially prejudiced thereby.
If the Trustee so requires, the Issuer shall cause such authorisation, waiver or
determination to be notified to the Noteholders as soon as practicable thereafter.
(c) Substitution: The Trust Deed contains provisions under which the Trustee may, without
the consent of the Noteholders, the Receiptholders or the Couponholders, agree to the
substitution in place of the Issuer of a Guarantor or any other Subsidiary as principal
debtor under the Trust Deed and in relation to the Notes, Receipts or Coupons of any
Series provided that certain conditions specified in the Trust Deed are fulfilled.
No Noteholder or Couponholder shall, in connection with any substitution, be entitled to
claim any indemnification or payment in respect of any tax consequence thereof for such
Noteholder or Couponholder , except to the extent provided for in Condition 13 (Taxation)
(or any undertaking given in addition to or substitution for it pursuant to the provisions of
the Trust Deed).
19. Further Issues
The Issuer may from time to time, without the consent of the Noteholders and in
accordance with the Trust Deed, create and issue further notes having the same terms
and conditions as the Notes in all respects (or in all respects except for the first payment
of interest) so as to form a single series with the Notes. The Issuer may from time to time,
with the consent of the Trustee, create and issue other series of notes having the benefit
of the Trust Deed.
20. Notices
All notices regarding the Bearer Notes will be valid if published in a leading English
language daily newspaper of general circulation in London. It is expected that any such
newspaper publication will be made in the Financial Times in London. The Issuer shall
also ensure that notices are duly published in a manner which complies with the rules of
any Stock Exchange or other relevant authority on which the Bearer Notes are for the time
being listed or by which they have been admitted to trading. Any such notice will be
deemed to have been given on the date of the first publication or, where required to be
published in more than one newspaper, on the date of the first publication in all required
newspapers or where published in such newspapers. If publication as provided above is
not practicable, a notice will be given in such other manner, and will be deemed to have
been given on such date, as the Trustee shall approve.
All notices regarding Registered Notes will be deemed to be validly given if sent by first
class mail (or its equivalent) or (if posted to an address overseas) by airmail to the holders
(or the first named of joint holders) at their respective addresses recorded in the Register
and will be deemed to have been given on the fourth day after mailing and, in addition,
for so long as any Registered Notes are admitted to trading on a Stock Exchange and the

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rules of that Stock Exchange (or any other relevant authority) so require, such notice will
be published in a daily newspaper of general circulation in the place or places required by
those rules.
Until such time as any Definitive Notes are issued, there may, so long as the notes are
represented in their entirety by any Global Note held on behalf of Euroclear or
Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) or
such mailing the delivery of the relevant notice to Euroclear or Clearstream, Luxembourg
for communication by them to the Noteholders and, in addition, for so long as any Notes
are listed on a Stock Exchange or admitted to trading by any other relevant authority and
the rules of that Stock Exchange, or as the case may be, other relevant authority so
require, such notice or notices will be published in a daily newspaper of general circulation
in the place or places required by those rules. Any such notice shall be deemed to have
been given to the Noteholders on the day on which the said notice was given to Euroclear
or Clearstream, Luxembourg.
Notices to be given by any Noteholder shall be in writing and given by lodging the same,
together (in the case of any Note in definitive form) with the relative Note or Notes, with
the Agent (in the case of the Bearer Notes) or the Registrar (in the case of Registered
Notes). Whilst any of the Notes are represented by a Global Note, such notice may be
given by any holder of a Note to the relevant Principal Paying Agent or the Registrar
through Euroclear or Clearstream, Luxembourg as the case may be, in such manner as
the relevant Principal Paying Agent, the Registrar and Euroclear or Clearstream,
Luxembourg, as the case may be, may approve for this purpose.
21. Currency Indemnity
If any sum due from the Issuer in respect of the Notes or the Coupons or any order or
judgment given or made in relation thereto has to be converted from the currency (the
"first currency") in which the same is payable under these Conditions or such order or
judgment into another currency (the "second currency") for the purpose of (a) making or
filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court
or other tribunal or (c) enforcing any order or judgment given or made in relation to the
Notes, the Issuer shall indemnify each Noteholder, on the written demand of such
Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office
of the Principal Paying Agent or Registrar (as applicable), against any loss suffered as a
result of any discrepancy between (i) the rate of exchange used for such purpose to
convert the sum in question from the first currency into the second currency and (ii) the
rate or rates of exchange at which such Noteholder may in the ordinary course of business
purchase the first currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.
This indemnity constitutes a separate and independent obligation of the Issuer and shall
give rise to a separate and independent cause of action.
22. Rounding
For the purposes of any calculations referred to in these Conditions (unless otherwise
specified in these Conditions or the relevant Pricing Supplement), (a) all percentages
resulting from such calculations will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point (with 0.000005 per cent being rounded up to 0.00001
per cent.), (b) all United States dollar amounts used in or resulting from such calculations
will be rounded to the nearest cent (with one half cent being rounded up), (c) all Japanese
Yen amounts used in or resulting from such calculations will be rounded downwards to
the next lower whole Japanese Yen amount, and (d) all amounts denominated in any
other currency used in or resulting from such calculations will be rounded to the nearest
two decimal places in such currency, with 0.005 being rounded upwards.

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23. Governing Law and Jurisdiction
(a) Governing law: The Notes and the Trust Deed and all non-contractual obligations arising
out of or in connection with the Notes and the Trust Deed are governed by English law.
(b) English courts: Each of the Issuer and the Guarantors has in the Trust Deed agreed for
the benefit of the Trustee and the Noteholders that the courts of England shall have
exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with
the Notes (including any non-contractual obligation arising out of or in connection with the
Notes).
(c) Appropriate forum: Each of the Issuer and the Guarantors agrees that the courts referred
to in Condition 23(b) (English courts) are the most appropriate and convenient courts to
settle any Dispute and, accordingly, that it will not argue that any other courts are more
appropriate or convenient.
(d) Rights of Noteholders to take proceedings outside England: Nothing in this Condition 23
(Governing Law and jurisdiction) or the Trust Deed prevents the Trustee or any
Noteholder from taking proceedings relating to a Dispute ("Proceedings") in any other
courts with jurisdiction. To the extent allowed by law, the Trustee or any Noteholders may
take concurrent Proceedings in any number of jurisdictions.
24. Contracts (Rights of Third Parties) Act 1999
No person shall have any right to enforce any term or condition of this Note under the
Contracts (Rights of Third Parties) Act 1999.

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FORM OF PRICING SUPPLEMENT
The Pricing Supplement in respect of each Tranche of Notes will be substantially in the following
form, duly supplemented (if necessary), amended (if necessary) and completed to reflect the
particular terms of the relevant Notes and their issue. Text in this section appearing in italics does
not form part of the form of the Pricing Supplement but denotes directions for completing the
Pricing Supplement.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European
Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the meaning
of the provisions of the FSMA and any rules or regulations made under the Financial Services
and Markets Act 2000 (as amended, the "FSMA") to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law of the UK by virtue of the EUWA (as amended, the "UK PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

[EU MiFID II PRODUCT GOVERNANCE/TARGET MARKET – Solely for the purposes of
[the/each] manufacturer's product approval process, the target market assessment in respect of
the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties
and professional clients are appropriate. [Consider any negative target market] Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the manufacturer['s/s'] target market assessment) and determining
appropriate distribution channels.]

[UK MiFIR PRODUCT GOVERNANCE/TARGET MARKET – Solely for the purposes of [the/each]
manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook ('COBS'), and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of
the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of
the Notes to eligible counterparties and professional clients are appropriate. [Consider any
negative target market] Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturer['s/s'] target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for

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undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturer['s/s'] target market assessment) and determining appropriate
distribution channels.]
[In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (the "SFA")
and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the
"CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons
(as defined in Section 309A(1) of the SFA), that the Notes are ["prescribed capital markets
products"] / [capital markets products other than "prescribed capital markets products"] (as
defined in the CMP Regulations 2018) and [are] [Excluded] / [Specified] Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendation on Investment Products.]
1

Pricing Supplement dated [•]

Chorus Limited
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
Guaranteed by Chorus New Zealand Limited
under the U.S.$2,000,000,000
Euro Medium Term Note Programme

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Information Memorandum dated 31 October 2025. This Pricing
Supplement contains the final terms of the Notes and must be read in conjunction with such
Information Memorandum [and the supplemental Information Memorandum dated [date]].
[The following alternative language applies if the first tranche of an issue which is being increased
was issued under an Information Memorandum with an earlier date.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Information Memorandum dated [original date]. This Pricing
Supplement contains the final terms of the Notes and must be read in conjunction with the
Information Memorandum dated [current date] [and the supplemental Information Memorandum
dated [●]], save in respect of the Conditions save in respect of the Conditions which are extracted
from the Information Memorandum dated [original date] and are attached hereto.]
Full information on the Issuer, the Original Guarantor and the offer of the Notes described herein
is only available on the basis of the combination of this Pricing Supplement [and/,] the Information
Memorandum [and the supplement to the Information Memorandum dated [date of supplement]].
The Information Memorandum [and such supplement are] [is] available for viewing at Citibank,
N.A., London Branch, c/o Citibank, N.A., Dublin Branch, 1 North Wall Quay Dublin and copies
may be obtained from the registered office of the Issuer being Level 10, 1 Willis Street, Wellington
6011, New Zealand. The Information Memorandum and, in the case of Notes listed on the ASX,
the applicable Pricing Supplement, will be made available through the ASX.
[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the
numbering should remain as set out below, even if "Not Applicable" is indicated for individual
paragraphs or sub-paragraphs. Italics denote guidance for completing the Pricing Supplement.]

1
To be included where sales in Singapore to investors other than "institutional investors" or "accredited investors" are
allowed. The Issuer to consider whether it needs to re-classify the Notes pursuant to Section 309B of the SFA prior to
the launch of the offer.

- 73 -

1. (i) Issuer: Chorus Limited

(ii) Guarantor: Chorus New Zealand Limited

2. [(i)] Series Number: [•]

[(ii) Tranche Number: [•]

(If fungible with an existing
Series, details of that Series,
including the date on which
the Notes become fungible).]

3. Specified Currency or
Currencies:
[•]
4. Aggregate Nominal Amount: [•]

[(i)] Series: [•]

[(ii) Tranche: [•]]

5. Issue Price: [•] per cent of the Aggregate Nominal Amount
[plus accrued interest from [insert date] (in the
case of fungible issues only, if applicable)]

6. (i) Specified
Denominations:
1

2

[ ]

(ii) Calculation Amount: [•]

7. (i) Issue Date: [•]
(ii) Interest
Commencement
Date:
[Specify/Issue Date/Not Applicable]

8. Maturity Date: [Specify date or (for Floating Rate Notes)
Interest Payment Date falling in or nearest to the
relevant month and year]

9. Interest Basis: [[•] per cent Fixed Rate]

[[Specify reference rate] +/– [•] per cent Floating
Rate]

[Zero Coupon]

[Dual Currency]

(further particulars specified below)

1
Notes (including Notes denominated in sterling) in respect of which the issue proceeds are to be accepted by the Issuer
in the United Kingdom or whose issue otherwise would constitute a contravention of section 19 of the FSMA and which
have a maturity of less than one year, must have a minimum redemption value of £100,000 (or its equivalent in other
currencies).

2
If the specified denomination is expressed to be EUR100,000 or its equivalent and multiples of a lower principal amount
(for example EUR1,000), insert the additional wording as follows: EUR100,000 and integral multiples of [EUR1,000] in
excess thereof up to and including [EUR199,000]. No Notes in definitive form will be issued with a denomination above
[EUR199,000]. In relation to any issue of the Notes which are a "Global Note exchangeable for Definitive Notes" in
circumstances other than "in the limited circumstances specified in the Global Notes", such Notes may only be issued in
denominations equal to, or greater than, EUR100,000 (or equivalent) and multiples thereof.

- 74 -

10. Redemption/Payment Basis: [Redemption at par]

[Dual Currency]

[Partly Paid]

[Instalment]

11. Change of Interest or
Redemption/Payment Basis:
[Specify details of any provision for convertibility
of Notes into another interest or redemption/
payment basis]

12. Put/Call Options: [Investor Put]

[Issuer Call]

[(further particulars specified below)]

13. (i) Status of the Notes: Senior

(ii) Status of the
Guarantee:
Senior

[(iii)] [Date [Board]
approval for
issuance of Notes
[and Guarantee]
[respectively]]
obtained:
[•] [and [•], respectively
(N.B. Only relevant where Board (or similar)
authorisation is required for the particular
tranche of Notes or related Guarantee)]

14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-
paragraphs of this paragraph)

(i) Initial Rate[(s)] of
Interest:
[•] per cent per annum [payable [annually/
semi-annually/quarterly/monthly/other (specify)]
in arrear]

(ii) Interest Payment
Date(s):
[•] in each year commencing on [●] up to and
including the Maturity Date [adjusted in
accordance with [specify Business Day
Convention and any applicable Business
Centre(s) for the definition of "Business
Day"]/not adjusted]

(iii) Business Day
Convention:
[Following Business Day Convention/Modified
Following Business Day Convention/Preceding
Business Day Convention/[specify other, unless
no adjustment is required in which case specify
"No Adjustment". If nothing is specified there will
be no adjustment.]]

(iv) Additional Business
Centre(s):
[Not Applicable/give details]

- 75 -

(v) Fixed Coupon
Amount[(s)]:
[•] per Calculation Amount

(vi) Broken Amount(s): [•] per Calculation Amount, payable on the
Interest Payment Date falling [in/on] [•]

(vii) Day Count Fraction: [30/360 / Actual/Actual (ICMA/ISDA) / other]

(viii) Other terms relating
to the method of
calculating interest
for Fixed Rate Notes:
[Not Applicable/give details]

(ix) Ratings Downgrade
Coupon Step-Up
(Condition 7(e))
[Applicable/Not Applicable]

(x) Ratings Downgrade
Step-up Margin
[•]

(xi) Minimum Volume
Coupon Step-up
(Condition 7(f))
[Applicable/Not Applicable]
[Specify adjustment provisions if applicable]

16. Floating Rate Note
Provisions
[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-
paragraphs of this paragraph)

(i) Specified Period: (N.B. only applicable if the Specified Period does
not correspond with the Interest Payment Date.)

(ii) First Interest
Payment Date:
[•]

(iii) Interest Payments
Dates:
[•] in each year up to and including the Maturity
Date

(v) Business Day
Convention:
[Floating Rate Convention/Following Business
Day Convention/ Modified Following Business
Day Convention/ Preceding Business Day
Convention/ other (give details)]

(vi) Additional Business
Centre(s):
[Not Applicable/give details]

(iv) Manner in which the
Rate(s) of Interest
is/are to be
determined:
[Screen Rate Determination/ISDA
Determination/other (give details)]

(v) Party responsible for
calculating the
Rate(s) of Interest
[[Name] shall be the Calculation Agent (no need
to specify if the Principal Paying Agent is to
perform this function)]

- 76 -

and/or Interest
Amount(s) (if not the
[Principal Paying
Agent]):
(vi) Screen Rate
Determination:

• Reference
Rate:
[For example, EURIBOR/SOFR/SOFR
Compounded Index]

• Observation
Method:
[Lag / Observation Shift]

• Lag Period: [5 / [•] TARGET Settlement Days/U.S.
Government Securities Business Days/London
Banking Days/Not Applicable]

• Observation
Shift Period:
[5 / [•] TARGET Settlement Days/U.S.
Government Securities Business Days/London
Banking Days/Not Applicable]
(NB: A minimum of 5 should be specified for the
Lag Period or Observation Shift Period, unless
otherwise agreed with the Calculation Agent)

• D: [360/365/[•]] / [Not Applicable]

• Index
Determinatio
n:
[Applicable/Not Applicable]

• SOFR
Compounde
d Index:
[Applicable/Not Applicable]

• Relevant
Decimal
Place:
[•] [[5/7] (unless otherwise specified in the
Pricing Supplement, be the seventh decimal
place in the case of the SOFR Compounded
Index)

• Relevant
Number of
Index Days:
[•] [[5] (unless otherwise specified in the
Pricing Supplement, the Relevant Number shall
be 5)

• Interest
Determinatio
n Date:
[The first Business Day in the relevant Interest
Period]/[•] [London Banking Days/U.S.
Government Securities Business Days/TARGET
Settlement Days] prior to the end of each Interest
Payment Date]

• Relevant
Screen
Page:
[•]

• Relevant
Time:
[•]

• Relevant
Financial
Centre:
[•]

(vii) ISDA Determination:

- 77 -

• Floating Rate
Option:
[•]

• Designated
Maturity:
[•]

• Reset Date: [•] / [the first day of the relevant Interest Period]

(viii) Margin(s): [+/-][•] per cent per annum

(ix) Minimum Rate of
Interest:
[•] per cent per annum

(x) Maximum Rate of
Interest:
[•] per cent per annum

(xi) Day Count Fraction: [Actual/360 / Actual/365 (Fixed) / other]

(xii) Fall back provisions,
rounding provisions,
denominator and any
other terms relating
to the method of
calculating interest
on Floating Rate
Notes, if different
from those set out in
the Conditions:
[•]

17. Zero Coupon Note
Provisions
[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-
paragraphs of this paragraph)

(i) Accrual Yield: [•] per cent per annum

(ii) Reference Price: [•]

(iii) Any other
formula/basis of
determining amount
payable:
[Consider whether it is necessary to specify a
Day Count Fraction for the purposes of
Condition [•]]

(v) Business Day
Convention:
[Floating Rate Convention/Following Business
Day Convention/ Modified Following Business
Day Convention/ Preceding Business Day
Convention/ FRN Convention/ Floating Rate
Convention/ Eurodollar Convention/ other (give
details)]

(vi) Additional Business
Centre(s):
[Not Applicable/give details]

18. Variable-linked interest Note
Provisions
[Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)

(i) Formula/other
variable:
[give or annex details]

- 78 -

(ii) Calculation Agent
responsible for
calculating the
interest due:
[•]
(iii) Provisions for
determining Coupon
where calculated by
reference to Index
and/or Formula
and/or other
variable:
[•]

(iv) Interest
Determination
Date(s):
[•]

(v) Provisions for
determining Coupon
where calculation by
reference to Index
and/or Formula
and/or other variable
is impossible or
impracticable or
otherwise disrupted:
[•]
(vi) Interest or
calculation period(s):
[•]

(vii) Specified Period: [•]

(ix) Business Day
Convention:
[Floating Rate Convention/ Following Business
Day Convention/Modified Following Business
Day Convention/Preceding Business Day
Convention/other (give details)]

(x) Additional Business
Centre(s):
[•]

(xi) Minimum
Rate/Amount of
Interest:
[•] per cent per annum

(xii) Maximum
Rate/Amount of
Interest:
[•] per cent per annum

(xiv) Day Count Fraction: [Actual/360 / Actual/365 (Fixed) / other]

19. Dual Currency Note
Provisions
[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-
paragraphs of this paragraph)

(i) Rate of
Exchange/method of
calculating Rate of
Exchange:
[give details]

(ii) Calculation Agent, if
any, responsible for
calculating the
[•]

- 79 -

principal and/or
interest due:
(iii) Provisions
applicable where
calculation by
reference to Rate of
Exchange
impossible or
impracticable:
[•]

(iv) Person at whose
option Specified
Currency(ies) is/are
payable:
[•]

(v) Additional Business
Centre(s):
[Not Applicable/give details]

PROVISIONS RELATING TO REDEMPTION

20. Call Option [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-
paragraphs of this paragraph)

(i) Optional
Redemption Date(s):
[•]

(ii) Optional
Redemption
Amount(s) of each
Note and method, if
any, of calculation of
such amount(s):
[•] per Calculation Amount

(iii) If redeemable in part:

(a) Minimum
Redemption
Amount:
[•] per Calculation Amount

(b) Maximum
Redemption
Amount
[•] per Calculation Amount

(iv) Notice period: [•]

21. Put Option [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-
paragraphs of this paragraph)

(i) Optional
Redemption Date(s):
[•]

(ii) Optional
Redemption
Amount(s) of each
Note and method, if
any, of calculation of
such amount(s):
[•] per Calculation Amount

(iii) Notice period: [•]

- 80 -

22. Final Redemption Amount of
each Note
[•] per Calculation Amount

In cases where the Final
Redemption Amount is
variable-linked:

(i) Formula/variable: [give or annex details]

(ii) Calculation Agent
responsible for
calculating the Final
Redemption
Amount:
[•]

(iii) Provisions for
determining Final
Redemption Amount
where calculated by
reference to Formula
and/or other
variable:
[•]

(iv) Date for determining
Final Redemption
Amount where
calculation by
reference to Index
and/or Formula
and/or other
variable:
[•]

(v) Provisions for
determining Final
Redemption Amount
where calculation by
reference to Formula
and/or other variable
is impossible or
impracticable or
otherwise disrupted:
[•]

(vi) [Payment Date]: [•]

(vii) Minimum Final
Redemption
Amount:
[•] per Calculation Amount

(viii) Maximum Final
Redemption
Amount:
[•] per Calculation Amount

23. Early Redemption Amount

Early Redemption
Amount(s) per Calculation
Amount payable on
redemption for taxation
reasons or on event of
default or other early
redemption and/or the
method of calculating the
same (if required or if
[Not Applicable
(If both the Early Redemption Amount (Tax) and
the Early Termination Amount are the principal
amount of the Notes/specify the Early
Redemption Amount (Tax) and/or the Early
Termination Amount if different from the principal
amount of the Notes)]

- 81 -

different from that set out in
the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes: Bearer Notes:
3

[Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable
for Definitive Bearer Notes on [•] days' notice/at
any time/in the limited circumstances specified in
the Permanent Global Note]
4

[Temporary Global Note exchangeable for
Definitive Bearer Notes on [•] days' notice]
5

[Permanent Global Note exchangeable for
Definitive Bearer Notes on [•] days' notice/at any
time/in the limited circumstances specified in the
Permanent Global Note]
6

Registered Notes

[Global Registered Note exchangeable for
Definitive Registered Notes on [•] days' notice/at
any time/in the limited circumstances described
in the Global Registered Note]

25. New Global Note [Yes/No] / [Not Applicable]

26. Intended to be held in a
manner which would allow
Eurosystem eligibility
[Yes. Note that the designation "yes" simply
means that the Notes are intended upon issue to
be deposited with one of the ICSDs as common
safekeeper and does not necessarily mean that
the Notes will be recognised as eligible collateral
for Eurosystem monetary policy and intra day
credit operations by the Eurosystem either upon
issue or at any or all times during their life. Such
recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have
been met.] /
[No. Whilst the designation is specified as "no"
at the date of this Pricing Supplement, should
the Eurosystem eligibility criteria be amended in
the future such that the Notes are capable of
meeting them the Notes may then be deposited
with one of the ICSDs as common safekeeper.
Note that this does not necessarily mean that the
Notes will then be recognised as eligible
collateral for Eurosystem monetary policy and

3
Bearer Notes issued in compliance with the D Rules must initially be represented by a Temporary Global Note.

4
If the Specified Denominations of the Notes in paragraph 6 includes language substantially to the following effect:
"EUR100,000 and integral multiples of [EUR1,000] in excess thereof up to and including [EUR199,000]", the Permanent
Global Note shall not be exchangeable on [●] days notice/at any time.

5
If the Specified Denominations of the Notes in paragraph 6 includes language substantially to the following effect:
"EUR100,000 and integral multiples of [EUR1,000] in excess thereof up to and including [EUR199,000]", the Temporary
Global Note shall not be exchangeable on [●] days notice.

6
If the Specified Denominations of the Notes in paragraph 6 includes language substantially to the following effect:
"EUR100,000 and integral multiples of [EUR1,000] in excess thereof up to and including [EUR199,000]", the Permanent
Global Note shall not be exchangeable on [•] days notice/at any time.

- 82 -

intra day credit operations by the Eurosystem at
any time during their life. Such recognition will
depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.]
[Not Applicable]
27. Additional Financial
Centre(s) or other special
provisions relating to
payment dates:
[Not Applicable/give details.
Additional Financial Centre(s) are [list out all
applicable Additional Financial Centres]
Note that this paragraph relates to the date and
place of payment, and not interest period end
dates, to which sub paragraphs 15(ii), 16(vi) and
18(x) relate]

28. Talons for future Coupons or
Receipts to be attached to
Definitive Notes (and dates
on which such Talons
mature):
[Yes/No. If yes, give details]

29. Details relating to Partly Paid
Notes: amount of each
payment comprising the
Issue Price and date on
which each payment is to be
made [and consequences (if
any) of failure to pay,
including any right of the
Issuer to forfeit the Notes
and interest due on late
payment]:
[Not Applicable/give details]

30. Details relating to Instalment
Notes: amount of each
instalment, date on which
each payment is to be made:
[Not Applicable/give details]

31. Consolidation provisions: [The provisions [in Conditions 19 (Further
Issues)] [annexed to this Pricing Supplement]
apply]

32. Other terms or special
conditions:
[Not applicable/ give details]

DISTRIBUTION

33. (i) If syndicated, names
and addresses of
Dealers and
underwriting
commitments:
[Not Applicable/give names, addresses and
underwriting commitments]
(Include names and addresses of entities
agreeing to underwrite the issue on a firm
commitment basis and names and addresses of
the entities agreeing to place the issue without a
firm commitment or on a "best efforts" basis if
such entities are not the same as the Dealers.)

(ii) Date of
[Subscription]
Agreement:
[•]
(iii) Stabilisation
Manager(s) (if any):
[Not Applicable/give name]

- 83 -

34. If non-syndicated, name and
address of Dealer:
[Not Applicable/give name and address]

35. Total commission and
concession:
[•] per cent of the Aggregate Nominal Amount

36. U.S. Selling Restrictions: [Reg. S Compliance Category; TEFRA
C/TEFRA D/ TEFRA not applicable]

37. Additional selling
restrictions:
[Not Applicable/give details]

38 Listing and Admission to Trading Australia/None
(i) Listing and admission to
trading
[Application [has been/is expected to be] made by
the Issuer (or on its behalf) for the Notes to be
admitted to listing on the ASX with effect from
[•].]/[Not Applicable].

(ii) Estimate of total
expenses related to
admission to trading
[•]

OPERATIONAL INFORMATION
39. ISIN Code: [•]
40. Common Code: [•]
41. Any clearing system(s) other
than Euroclear Bank SA/NV and
Clearstream Banking S.A. the
relevant identification
number(s):
[Not Applicable/give name(s) and number(s)]
42. Delivery: Delivery [against/free of] payment
43. Names and addresses of initial
Paying Agent(s):
[•]
44. Names and addresses of
additional Paying Agent(s) (if
any):
[•]

GENERAL

45. Private Bank
Rebate/Commission
[Applicable/Not Applicable]

46. The Aggregate principal amount
of the Notes issued has been
translated into United States
dollars at the rate of [●],
producing a sum of (for Notes
not denominated in United
States dollars):

47. Ratings: [The Notes to be issued [[have been]/[are
expected to be]] rated [insert details] by [insert
credit rating agency name(s)].]
[A credit rating is not a recommendation to buy,
sell or hold Notes and may be subject to revision,

- 84 -

suspension or withdrawal at any time by the
assigning rating agency.
Credit ratings are for distribution only to a person
who is (a) not a "retail client" within the meaning of
section 761G of the Corporations Act and is also
a person in respect of whom disclosure is not
required under Parts 6D.2 or 7.9 of the
Corporations Act, and (b) otherwise permitted to
receive credit ratings in accordance with
applicable law in any jurisdiction in which the
person may be located. Anyone who is not such
a person is not entitled to receive this Pricing
Supplement and anyone who receives this Pricing
Supplement must not distribute it to any person
who is not entitled to receive it.]
(The above disclosure should reflect the rating
allocated to Notes of the type being issued under
the Programme generally or, where the issue has
been specifically rated, that rating.)

- 85 -

[USE OF PROCEEDS

Give details if different from the "Use of Proceeds" section in the Information Memorandum.]

[STABILISING

In connection with this issue, [insert name of Stabilisation Manager] (the "Stabilisation Manager")
(or persons acting on behalf of any Stabilising Manager) may over-allot Notes or effect
transactions, to the extent permitted by applicable laws, regulations and rules, and other than in
the circumstances where such action would reasonably be expected to affect the price of the
Notes traded within Australia or New Zealand or on a "financial market", as defined in the
Australian Corporations Act, operated within Australia and with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation
may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and,
if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.]

RESPONSIBILITY

The Issuer and the Guarantor(s) accept responsibility for the information contained in these
Pricing Supplement. [(Relevant third party information) has been extracted from (specify source).
Each of the Issuer and the Guarantor(s) confirms that such information has been accurately
reproduced and that, so far as it is aware, and is able to ascertain from information published by
(specify source), no facts have been omitted which would render the reproduced information
inaccurate or misleading.]

Signed on behalf of [name of the Issuer]:
By: ............................................
Duly authorised

[Signed on behalf of the [name of the Guarantor]:
By: .............................................
Duly authorised]

- 86 -

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
Clearing System Accountholders
Global Notes may be in bearer form. Consequently, in relation to any Tranche of Bearer Notes
represented by a Bearer Global Note, references in the Terms and Conditions of the Notes to
"Noteholder" are references to the bearer of the relevant Bearer Global Note which, for so long
as the Global Note is held by a depositary or a common depositary, in the case of a CGN, or a
common safekeeper, in the case of an NGN for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system, will be that depositary or common depositary or, as
the case may be, common safekeeper.
Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or
any other relevant clearing system as being entitled to an interest in a Bearer Global Note (each
an "Accountholder") must look solely to Euroclear and/or Clearstream, Luxembourg and/or such
other relevant clearing system (as the case may be) for such Accountholder's share of each
payment made by the Issuer or the Guarantor to the bearer of such Bearer Global Note and in
relation to all other rights arising under the Bearer Global Note. The extent to which, and the
manner in which, Accountholders may exercise any rights arising under the Global Note will be
determined by the respective rules and procedures of Euroclear and Clearstream, Luxembourg
and any other relevant clearing system from time to time. For so long as the relevant Notes are
represented by the Bearer Global Note, Accountholders shall have no claim directly against the
Issuer or the Guarantor in respect of payments due under the Bearer Notes and such obligations
of the Issuer and the Guarantor will be discharged by payment to the bearer of the Bearer Global
Note.
Conditions applicable to Global Notes
Each Global Note will contain provisions which modify the Terms and Conditions of the Notes as
they apply to the Global Note. The following is a summary of certain of those provisions:
Payments in relation to the Bearer Notes: All payments in respect of the Bearer Global Note will
be made against presentation and (in the case of payment of principal in full with all interest
accrued thereon) surrender of the Bearer Global Note to or to the order of any Paying Agent and
will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the
Notes. On each occasion on which a payment of principal or interest is made in respect of the
Bearer Global Note, the Issuer shall procure that in respect of a CGN the payment is noted in a
schedule thereto and in respect of an NGN the payment is entered pro rata in the records of
Euroclear and Clearstream, Luxembourg.
Payments in relation to Registered Notes: All payments in respect of a Registered Global Note
will be made against presentation and endorsement or (in the case of payment of principal in full
with all interest accrued thereon) presentation and surrender of the Registered Global Note to or
to the order of any Paying Agent and will be effective to satisfy and discharge the corresponding
liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of principal
or interest is made in respect of the Registered Global Note, the Issuer shall procure that in
respect of a CGN the payment is noted in a schedule thereto and in respect of an NGN the
payment is entered pro rata in the records of Euroclear and Clearstream, Luxembourg.
Payment Business Day: In the case of a Global Note, shall be: if the currency of payment is
euro, any day which is a TARGET Settlement Day and any day on which commercial banks and
foreign exchange markets settle payments in any Additional Financial Centre (if any); or, if the
currency of payment is not euro, any day on which commercial banks and foreign exchange
markets settle payments in the principal financial centre for such currency.
Exercise of put option: In order to exercise the option contained in Condition 11(e) (Redemption
at the option of Noteholders) the holder of the Permanent Global Note must, within the period
specified in the Conditions for the deposit of the relevant Note and put notice, give written notice
of such exercise to the Principal Paying Agent or Transfer Agent (as applicable) specifying the

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principal amount of Notes in respect of which such option is being exercised. Any such notice
will be irrevocable and may not be withdrawn.
Partial exercise of call option: In connection with an exercise of the option contained in Condition
11(c) (Redemption at the option of the Issuer) in relation to some only of the Notes, the Permanent
Global Note may be redeemed in part in the principal amount specified by the Issuer in
accordance with the Conditions and the Notes to be redeemed will not be selected as provided
in the Conditions but in accordance with the rules and procedures of Euroclear and Clearstream,
Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either
a pool factor or a reduction in principal amount, at their discretion).
Notices: Notwithstanding Condition 20 (Notices), while all the Notes are represented by a
Permanent Global Note (or by a Permanent Global Note and/or a Temporary Global Note) and
the Permanent Global Note is (or the Permanent Global Note and/or the Temporary Global Note
are) deposited with a depositary or a common depositary for Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system or a common safekeeper, notices to
Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system and, in any case, such notices shall be
deemed to have been given to the Noteholders in accordance with Condition 20 (Notices) on the
date of delivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing
system.

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USE OF PROCEEDS
The net proceeds from each issue of Notes will be used for financing capital expenditure,
refinancing existing debt obligations, and other general corporate purposes of the Chorus Group.
If, in respect of any particular issue, there is a particular identified use of proceeds, this will be
stated in the relevant Pricing Supplement.

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DESCRIPTION OF THE ISSUER AND THE ORIGINAL GUARANTOR
The Issuer
General
The Issuer, Chorus Limited, was established and incorporated as a company under the
Companies Act 1993 of New Zealand on 1 July 2011, with company number 3454251. The
registered office of the Issuer is Level 10, 1 Willis Street, Wellington 6011, New Zealand.
Business activities
The Issuer is the holding company of the Chorus Group. The Chorus Group comprises the Issuer
and its wholly-owned subsidiary, Chorus New Zealand Limited (the Original Guarantor). The
Original Guarantor does not hold ordinary shares in the Issuer.
Management
For information on the management of the Issuer, see "Management of the Chorus Group" below.
Substantial shareholder
At the date of this Information Memorandum, the Issuer had 433,887,294 ordinary shares on
issue. The Issuer's ordinary shares are quoted on the NZX Main Board and on the ASX.
American Depositary Shares, each representing five ordinary shares and evidenced by American
Depositary Receipts, are not listed but are traded on the over-the-counter market in the United
States.
Some ownership restrictions apply to the Issuer’s shares, as described under the heading
"Ownership restrictions" below.
At the date of this Information Memorandum, the Issuer has received notice of the following
substantial product/security holders, each holding more than 5% of Chorus’ total listed voting
shares on issue:
Name of Holder Total Number of Shares
Held
Total percentage
L1 Capital Pty Limited and L1 Capital
Strategic Equity Management Pty Ltd
34,111,525 7.86%
UniSuperLimited as trustee for UniSuper
and UniSuper Management Pty Limited
57,893,644 13.34%
The Vanguard Group, Inc. 23,752,155 5.474%
The Original Guarantor
General
The Original Guarantor, Chorus New Zealand Limited, was established and incorporated as a
company under the Companies Act 1993 of New Zealand on 1 July 2011, with company number
3454256. The registered office of the Original Guarantor is Level 10, 1 Willis Street, Wellington
6011, New Zealand.

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Business activities
The Original Guarantor is the operating company of the Chorus Group and as a result, the
business activities of the Original Guarantor are the business activities of the Chorus Group. A
further description of the business activities of the Chorus Group is set out under "Description of
the Chorus Group's Business" below.
Organisational structure
The Original Guarantor is a wholly-owned subsidiary of the Issuer.
Management
The Directors of the Original Guarantor are as follows:

Name Title Date of appointment
Mark Cross ............................................................... Chair and Director (Independent) 25 August 2017
Susan Bailey ....................................................... Director (Independent) 31 October 2019
Neil Barclay ........................................................ Director (Independent) 26 August 2024
Miriam Dean ....................................................... Director (Independent) 27 October 2021
William Irving ...................................................... Director (Independent) 26 October 2022
Kate Jorgensen ................................................... Director (Independent) 1 July 2020
Jack Matthews .................................................... Director (Independent) 25 August 2017
The business address for the Directors of the Original Guarantor is Level 10, 1 Willis Street,
Wellington 6011, New Zealand.

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DESCRIPTION OF THE CHORUS GROUP'S BUSINESS
Overview
Chorus is New Zealand's largest fixed line communications network operator providing wholesale
telecommunications services to broadband retailers. The Chorus Group’s fibre network offers
individuals, communities, and businesses access to high-speed and reliable fibre.
Chorus also has a legacy copper network that it is currently winding down. Its objective is to retire
the copper network by 2030 and manage copper costs down as efficiently as possible as part of
that process.
The Chorus Group is restricted from selling telecommunications services direct to retail end-users.
The Chorus Group provides open access wholesale services to RSPs who use the Chorus
network to deliver telecommunications services to New Zealanders and maintain their own
communications services. Other customers of the Chorus Group include other access network
providers, including LFCs. For the years ended 30 June 2025 and 2024, the Chorus Group
generated operating revenue of NZ$1,014 million and NZ$1,010 million, respectively, and net
profit (loss) after tax of NZ$4 million and NZ$(9) million, respectively. The NZ$(9) million net loss
was due to a combination of a one-off NZ$15 million non-cash tax expense following the removal
of deductibility of tax depreciation for buildings, an NZ$11 million increase in depreciation from
Chorus’ accelerated depreciation of copper assets, and higher interest costs.
History
Chorus was initially established in March 2008 as a business unit within Telecom New Zealand
Limited. At that time, in accordance with undertakings finalised under the Telco Act, Telecom
Corporation of New Zealand Limited ("Telecom"), as it was then known, implemented the
operational separation of its business into three separate business units, comprising a fixed
network unit renamed "Chorus", a wholesale unit and a retail business.
In March 2009, the New Zealand Government announced its intention to create partnerships with
private investors to deploy fibre network infrastructure. On 24 May 2011, the New Zealand
Government announced that it had reached agreement with Telecom for Chorus to take a
cornerstone role in the first stage of the UFB network build ("UFB1") in 24 of 34 UFB candidate
areas.
Chorus subsequently demerged from Telecom (now known as Spark New Zealand Limited),
becoming a standalone listed entity in late 2011.
Chorus is listed on the NZX Main Board and on the ASX, with a market capitalisation at the date
of this Information Memorandum of approximately NZ$4.00 billion.
In January 2017, Chorus was again selected as a cornerstone participant in the second phase of
the UFB network build ("UFB2"), and was contracted to build a substantial majority of that second
phase, amounting to approximately 168,240 premises. In August 2017, Chorus was contracted
to build an expansion to the second phase of the UFB network build, amounting to approximately
54,500 additional premises.
The New Zealand Government's investment of up to approximately NZ$1.33 billion (the “Crown
Funding”) in the Chorus Group in connection with the UFB network build was made through NIFF.
Chorus made its first repayment of $170 million to the Government on 30 June 2025 in partial
repayment of the Crown Funding. In October 2025, the Government asked NIFF to explore the
feasibility of selling the NIFF Debt Securities and NIFF Equity Securities associated with the
remaining Crown Funding (to the extent not already repaid by Chorus to the Government). These
securities carry no right to vote at meetings of holders of Chorus ordinary shares. For more
information on these securities, see ‘Crown Funding’ below.
As the UFB network build is now complete, and with regulatory settings for fibre confirmed to the
end of 2028, Chorus is moving at pace to retire its copper services. Copper shutdown in Chorus

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fibre areas is expected by mid-2026 (with just 13,000 lines remaining in service in Chorus fibre
areas at 30 June 2025), with copper shutdown in LFC areas expected by the end of calendar year
2026. Chorus aims to retire the entire copper network by 2030.
Structure of the Chorus Group
At the date of this Information Memorandum, the Chorus Group's structure is as follows:

Chorus New Zealand Limited, the Original Guarantor, is the operating company of the Chorus
Group.
Network assets
The Chorus Group's local access network consists of fibre optic and copper cables that connect
homes and businesses to each other across New Zealand. These cables typically connect back
to local exchanges owned by the Chorus Group or their suppliers. The Chorus Group's fibre also
connects many mobile phone towers owned by tower companies or mobile network operators.
The New Zealand telecommunications network, including the Chorus Group's network assets, is
described further below under "Overview of the New Zealand telecommunications industry".
The total number of fixed line connections (fibre and copper) on the Chorus Group's network at
30 June 2025 was approximately 1.207 million. This reflects a decrease of approximately 34,000
fixed line connections from 30 June 2024 (1.241 million) driven largely by the migration of copper
connections to alternative networks in areas where Chorus does not have fibre available.
Fibre network connections
Chorus had approximately 1.115 million fibre connections at 30 June 2025. This reflects an
increase of 31,000 from 30 June 2024 (1.084 million connections). Fibre uptake (as a percentage
of addresses passed) was at 72.1% across the completed fibre footprint as at 30 June 2025. This
was up from 71.4% in 2024 despite Chorus’ fibre footprint also growing by 26,000 addresses to
1.532 million passed addresses.
Copper network connections
As at 30 June 2025, the Chorus Group had approximately 92,000 copper connections (down from
157,000 at 30 June 2024). Copper connections represent fewer than 8% of the Chorus Group’s
total connections. Only 13,000 lines remain in the Chorus Group’s fibre areas where it expects
to withdraw copper services completely by mid-2026. Another 79,000 lines are in areas where

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Chorus does not have fibre available but alternative fibre, wireless and satellite networks are
available. Chorus is seeking to help customers transition across to those alternative technologies.
The Chorus Group's customer base
The Chorus Group customer base mainly comprises approximately 90 RSPs who buy both Layer
1 and Layer 2 services on a non-discriminatory and equivalence of inputs basis, as well as other
telecommunications services. Other customers include other access network providers including
LFCs.
Under the Telco Act, the Chorus Group is restricted from providing telecommunications services
to retail end-users, including small and medium sized entities and corporates. The NZCC
maintains a register of non-retail users to whom the Chorus Group can supply services. The
NZCC assesses the eligibility of new non-retail users.
The Chorus Group's products and services
The Chorus Group provides two main types of wholesale telecommunications services in New
Zealand. The first are Layer 1 services – these involve the physical infrastructure such as copper
and fibre cables, and co-location spaces within exchanges or cabinets. These services give RSPs
access to the raw physical network, including products like co-location, direct fibre access, and
Passive Optical Network Fibre Access Service ("PONFAS"). Data transmission at this layer
occurs via electrical signals in copper or light pulses in fibre.
The second type are Layer 2 services – these are known as Bitstream services and are used by
RSPs to deliver internet and voice services to end-users. Layer 2 products rely on the Layer 1
infrastructure but handle the actual data transmission between different points in the network.
The table below shows the proportion of revenues provided by each of the Chorus Group's
product categories for the year ended 30 June 2025:
Year ended
30 June 2025

NZ$ (mil) %
Fibre broadband (GPON) ................................................................................. 745 73.4
Fibre premium (P2P) ............................................................................................... 64 6.3
Copper based voice ................................................................................................. 17 1.7
Copper based broadband ........................................................................................ 56 5.5
Data services copper ............................................................................................... 2 0.2
Value added network services ................................................................................. 26 2.6
Infrastructure ........................................................................................................... 35 3.5
Field services products ............................................................................................ 64 6.3
Other ........................................................................................................................ 5 0.5
Total revenue ......................................................................................................... 1,014 100

Fibre revenues
Fibre revenues are earned from Chorus' Gigabit Passive Optical Network ("GPON") and Point to
Point ("P2P") fibre products.
Fibre broadband (GPON) revenues are continuing to grow and accounted for 73% of the Chorus
Group’s total revenues for the year to 30 June 2025. Download speeds for Layer 2 GPON
services range from 100Mbps to 1Gbps, with the majority of the Chorus Group’s end customers
using its 500Mbps service. The Chorus Group continues to offer higher speed 2Gbps and 4Gbps

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"Hyperfibre" services using XGS-PON technology, and 8Gbps services in select areas. A quarter
of GPON end customers use either the 1Gbps or “Hyberfibre” services.
Under the regulatory framework, PONFAS Layer 1 "unbundled" services are available over GPON
in Chorus’ UFB1 areas, with the requirement expanding to UFB2 areas from 2026.
Chorus’ premium P2P fibre products include:
• HSNS Premium and NGA Business Premium are high speed Bitstream services with
dedicated bandwidth.
• Backhaul and Direct Fibre Access Service, which provide transport and dark fibre P2P
solutions and can be used to deliver backhaul connections to mobile sites.
Copper revenues (voice, broadband, data)
Copper broadband services use either VDSL or ADSL technology. Copper revenues are
declining as end-users migrate from copper services to either Chorus’ fibre services, or to
alternative satellite, fibre and wireless or mobile networks owned by other companies.
Chorus also provides voice input services supported by copper to meet its Telecommunications
Services Obligations (“TSO”) (see Telecommunications Services Obligations and Levies
below). The demand for these services continues to decrease as customers move to alternative
technologies that also support voice calling. The recent retirement of Chorus multi access radio
systems that supported TSO voice calling services was enabled through a variation to the TSO
obligations.
In addition, Spark is retiring the PSTN technology that uses copper input services.
Value added network services
The main revenue driver for this category is national data transport services, which provide
network connectivity across backhaul links and aggregation handover links. The nature of these
services means volumes and revenues in this category are relatively static.
Infrastructure
Infrastructure revenue relates to services that provide access to the Chorus Group's network
assets. The Chorus Group provides commercial access to its exchanges, poles and other
infrastructure. Co-location revenue derives from RSPs and other network operators installing
their equipment in Chorus Group exchanges, as well as leased commercial space in exchange
buildings.
Field services
This category includes work performed by the Chorus Group's service company technicians
providing new services, chargeable cable location services, maintaining RSP networks and
relocating or extending the Chorus Group's network on request. As the Chorus Group utilises
service companies to perform field services work, there is a direct cost associated with all field
services revenues.
Other
Other income largely consists of revenue generated from the provision of billing and network
management services to Spark, dividends received from electricity trusts that supply the Chorus
Group with electricity and any other minor income or settlements. Other revenue for the year
ended 30 June 2025 also included net gains from the recycling of copper cabling as Chorus
retires the copper network and optimises its legacy assets.

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Liquidity and capital resources
The Chorus Group incurs significant capital expenditure to operate and maintain its fibre and
copper networks. Capital expenditure for the fibre network remains a significant driver as end-
users continue to connect.
The Chorus Group's principal sources of liquidity are operating cash flows, external borrowing
from established debt programmes (including the Programme, bonds issued in the New Zealand
domestic market and notes issued in the Australian market) and bank facilities, Crown Funding
for the UFB build was also provided as UFB milestones were completed. See "Crown Funding"
below.
At 30 June 2025, the aggregate amount of the Chorus Group's interest bearing debt was
approximately NZ$3,138 million. At the date of this Information Memorandum, none of the Chorus
Group's debt has been secured against its assets.
At 30 June 2025, the Chorus Group has a NZ$450 million committed syndicated revolving bank
facility on terms and conditions that Chorus believes to be market standard - at the date of this
Information Memorandum, NZ$255 million of the facility remains drawn.
On 6 June 2025, Chorus issued NZ$170 million in principal amount of capital notes in the New
Zealand market. The net proceeds of this capital note issue were used for the repayment and
redemption of the Crown Funding Securities due on 30 June 2025.
Crown Funding
The Chorus Group received funding from the Crown to finance the UFB network build in return
for the issue of NIFF Debt Securities and NIFF Equity Securities at an issue price of NZ$1 per
security. Warrants were also issued in relation to UFB1 Crown Funding for nil value.
The UFB1 build was completed in December 2019 with a total value of NZ$924 million of Crown
Funding received. The UFB2 and UFB2+ builds were completed in December 2022 with a total
value of NZ$411 million of Crown Funding received.
In October 2025, the Government asked NIFF to explore the feasibility of selling the NIFF Debt
Securities and NIFF Equity Securities, as described in more detail above in "Risk Factors – The
Chorus Group may require significant capital resources to fund its business and could be
adversely affected by the failure to maintain credit ratings".
NIFF Equity Securities
NIFF Equity Securities are a class of unique security that carry no right to vote at meetings of
holders of Chorus ordinary shares but entitle the holder to a preferential right to repayment on
liquidation and additional rights that relate to the Chorus Group's performance under its UFB
construction contract with NIFF.
Dividends became payable on a portion of the NIFF Equity Securities from 30 June 2025 onwards
for UFB1 – the Chorus Group repaid the initial NZ$170 million portion to NIFF on 30 June 2025
(split 50:50 between the NIFF Equity Securities and NIFF Debt Securities under UFB1).
Dividends are due to become payable from 2030 for UFB2 NIFF Equity Securities issued on or
before 1 July 2020 and payable from 2036 for UFB2 NIFF Equity Securities issued after 1 July
2020, with the portion of NIFF Equity Securities that attract dividends increasing over time. NIFF
Equity Securities can be redeemed by the Chorus Group at any time by payment of the issue
price or issue of new Chorus ordinary shares (at a 5% discount to the 20-day volume weighted
average price). In limited circumstances NIFF Equity Securities may be converted by the holder
into voting preference shares or ordinary shares of Chorus.
Chorus is not obliged to declare any dividend on NIFF Equity Securities in respect of any period,
but if it does not pay a scheduled dividend on the NIFF Equity Securities, it may not pay dividends
on Chorus shares until a subsequent dividend on the NIFF Equity Securities is paid in full.

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NIFF Debt Securities
NIFF Debt Securities are unsecured, non-interest bearing and carry no voting rights at meetings
of holders of Chorus ordinary shares. In limited circumstances NIFF Debt Securities may be
accelerated.
The Chorus Group is required to redeem the UFB1 NIFF Debt Securities in tranches from 2025,
and NIFF UFB2 debt securities from 2030 to 2036, by repaying the face value to the holder. On
30 June 2025, the Chorus Group made its first redemption of NZ$85 million of NIFF Debt
Securities.
The principal amount of NIFF Debt Securities consists of a senior portion and a subordinated
portion, the ratio of which changes over time as described below. The senior portion ranks equally
with all other unsecured, unsubordinated creditors of Chorus, and has the benefit of any negative
pledge covenant that may be contained in any of Chorus’ debt arrangements.
The subordinated portion ranks below all other indebtedness of Chorus, and above ordinary
shares of Chorus.
The initial value of the senior portion is the present value (using a discount rate of 8.5%) of the
sum repayable on the NIFF Debt Securities, and the initial subordinated portion is the difference
between the issue price of the NIFF Debt Security and the value of the senior portion.
NIFF warrants
Chorus issued NIFF warrants to NIFF for nil consideration along with each tranche of NIFF Equity
Securities in relation to UFB1 funding. There are no NIFF warrants in relation to UFB2 funding.
The NIFF warrants are intended to allow NIFF (or the holder if they are transferred) to participate
in the upside if the ordinary shares of Chorus perform in excess of a total shareholder return of
16% per annum over the period December 2011 to June 2036.
Each NIFF warrant gives NIFF the right, on a specified exercise date, to purchase at a set strike
price an ordinary share to be issued by Chorus. A NIFF warrant will therefore be 'in the money'
to the extent that the price that NIFF can realise for the Chorus share exceeds the price paid to
exercise the NIFF warrant. The strike price for a NIFF warrant is based on a total shareholder
return of 16% per annum on Chorus shares. As the total shareholder return on Chorus shares
had not exceeded 16% per annum at the first exercise date of 30 June 2025, no NIFF warrants
were exercised when the NZ$170 million of Crown Funding was repaid.
Overview of the New Zealand telecommunications industry
Introduction
The Chorus Group is a participant in the New Zealand telecommunications and information
technology industries. Broadly, the telecommunications industry can be defined as fixed and
mobile calling, messaging and managed and unmanaged data services. These products are
delivered across a variety of platforms. Owing to the changing nature of the underlying
technologies involved, the telecommunications industry is developing significant overlaps with
other previously distinct industries, such as IT services, entertainment, and information services
(for example AI, streaming, gaming, online trading and data sharing).
The Chorus Group provides open access wholesale services to approximately 90 RSPs and is
largely prohibited from selling telecommunication services directly to end-users.

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The diagram below is a high level summary of the Chorus Group's nationwide network
infrastructure at the date of this Information Memorandum.

The Chorus Group's fibre or copper cables typically connect to local rural or urban exchanges, of
which it has approximately 600 nationwide at the date of this Information Memorandum. The
methods of connection from a premises to a local exchange are discussed further below.
Local exchanges are the link between the Chorus Group's network and major exchanges, and
regional and national backhaul services.
The Chorus Group's fibre also connects many cell towers owned by mobile service providers or
tower companies. Chorus does not own or operate international submarine cables.
The original New Zealand telecommunications network was based entirely on copper cables that
carried voice and data traffic.
The use of fibre optic cables increased steadily throughout the core network, regional backhaul
and the access network as a result of the UFB rollout and other rural investment programmes.
This technology allows data and information to be sent down a very thin strand of glass via light
waves rather than electrical signals. Light transmission allows for higher data rates than
conventional copper wire, coaxial cable and many forms of radio transmission and as a result
more information can be transferred quicker from one point in the network to another when
compared to the older network technologies. Approximately 87% of New Zealand’s population
has fibre coverage as at 30 June 2025, either through Chorus’ fibre rollout or the New Zealand
Government’s other LFC partners.
The current regulatory framework includes a framework for withdrawal of copper in fibre served
areas once consumer protection requirements are met, as set out under the NZCC’s Copper
Withdrawal Code . Chorus is withdrawing copper services from fibre served areas and expects
to completely withdraw copper services from fibre areas by mid-2026.
In March 2025, the NZCC released a draft report recommending the full deregulation of the
Chorus Group copper network in non-fibre areas. On 21 August 2025, the NZCC completed its
investigation and recommended that copper regulation is no longer needed. There are a number
of process steps before the final outcome, detail and timing of any deregulation is confirmed. The
details of the final deregulation requirements may mean the Chorus Group is required to spend
more on maintaining or withdrawing copper services than it would otherwise choose to. A
decision on whether to proceed with the proposed deregulation is expected by the end of 2025.

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Competition
Despite the challenging macroeconomic outlook in New Zealand, competitive intensity has
increased in the New Zealand broadband market. The bundling of broadband and utility services
has increased over recent years as a result of energy providers becoming RSPs and entering the
broadband provider market, taking market share from the large RSPs.
Spark, One NZ and 2degrees offer fixed wireless services, being a mix of 4G and 5G services,
with Spark, One NZ and 2degrees continuing to build out their 5G coverage in urban areas. Spark,
One NZ and 2degrees all intend to retire their 3G networks by the end of 2025.
While fixed wireless has become a viable product for some customers, independent monitoring
reports by the NZCC have highlighted the strong performance of fibre relative to other
technologies, and slow uptake of 5G fixed wireless services.
Data usage
Consumer behaviour shifted as a result of COVID-19 and the working from home trends. Daytime
bandwidth demand reflects greater upstream traffic due to more use of videoconferencing and
consumers placing greater value on reliable broadband at home.
Average monthly data usage has increased in recent years, with fibre consumers averaging
671GB a month in June 2025 (increasing to 686GB a month in August 2025). Average peak time
traffic around 9:00pm grew from 3.34 Tbps as at June 2024 to 3.86 Tbps in June 2025, largely
driven by the continued growth in streamed online content.
Chorus completed a significant performance upgrade for residential fibre customers in June 2025.
Chorus worked closely with broadband retailers to upgrade more than 700,000 homes and
businesses to higher speeds.
• Residential customers on the 50 Mbps fibre plan can now access 100 Mbps from
retailers while the upload speed doubled from 10 Mbps to 20 Mbps.
• Residential customers on the 300/100 Mbps fibre plan can now access 500Mbps from
retailers.
Rural broadband
Chorus operates ADSL and VDSL broadband across large parts of rural New Zealand.
The Rural Connectivity Group (“RCG”), a joint venture between the three mobile network
operators, has built hundreds of rural mobile sites under an agreement with the New Zealand
Government. Chorus is providing fibre backhaul for the cellsites within fibre reach under a 10-
year agreement with RCG. These towers have increased the footprint for fixed wireless
competition, but they do not cover some of the most remote copper network customers.
Starlink also provides low earth orbit satellite broadband throughout New Zealand. This service
provides an alternative for rural customers, particularly where copper speeds are low. Based on
the rate of decline of copper services and market estimates, it is expected that satellite
connections will overtake the number of copper connections in rural areas. As a result, the
Commerce Commission recommended to the Government in 2025 that the widespread
availability of alternative wireless and satellite technologies means copper services should no
longer be regulated.
The net effect of these developments is that it is becoming less economic for the Chorus Group
to invest in further upgrades to its rural network.

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Summary of key market trends
The Chorus Group’s market drivers What the Chorus Group is doing about
these drivers
Traditional voice only connections are
declining as Chorus retires the copper
network, with users migrating to either
competing networks or mobile, satellite or
other technologies.
Chorus is working to retire its copper network
(total copper lines declined 41% to 92,000
during the year ended 30 June 2025) and
become an all-fibre business. While Chorus
is likely to lose market share and copper
revenue as a result, it currently expects this
loss of revenue to be proportionately offset by
reduced operating costs as the copper
network is retired (the copper network carries
higher electricity and maintenance costs than
the fibre network). Chorus expects full
retirement in Chorus fibre areas by mid-2026
(13,000 lines remain in service at 30 June
2025), and within LFC areas by the end of
2026 (11,000 lines remain in service at 30
June 2025). Chorus aims to retire the entire
copper network by 2030. Chorus is also
working with regulators and communities to
manage the transition and explore
deregulation of Chorus’ copper services.
Chorus’ aspiration is to be a simplified all fibre
business with 80% uptake by 2030. There are
several initiatives underway to target fibre-
ready homes. New property development
also remains a key growth driver for
connections.
Technology keeps evolving, with satellite and
5G enhancing the capability of wireless
technologies as a fixed line alternative for low
data users.
Increased data usage trends underscore the
growing demand for high-capacity fibre
infrastructure, particularly at peak usage
times. Chorus has seen accelerated demand
for data – data traffic during the year ended 30
June 2025 was up almost 10% compared to
the year ended 30 June 2024, and there was
a 70% increase in peak traffic events. Chorus
is also monitoring the rapid evolution of AI
(marked by unpredictable and rapidly
escalating demand for bandwidth, latency,
and reliability). Fibre is the critical
infrastructure underpinning this AI
transformation. While the exact network
impact of AI usage continues to evolve, fibre’s
strengths – symmetrical speeds, ultra-low
latency, and scalability – position it as the
technology most capable of meeting the
persistent, high-performance requirements of
AI-driven applications. Chorus sees 5G as
complementary technology with more cellsites
likely to require fibre backhaul.
Large vertically integrated RSPs are
encouraging customers to use RSPs own
fixed line, fixed wireless, mobile, satellite or
Chorus is an active wholesaler, promoting its
extensive broadband footprint and consumers
understanding of fibre through advertising
campaigns. In June 2025, Chorus boosted its

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alternative technologies to reduce the RSPs
wholesale network costs.
50Mbps plan to 100Mbps and its 300Mbps
plan to 500Mbps. This speed boost covered
services to more than 700,000 homes and
was provided at no extra wholesale cost to
RSPs.
The Chorus network also provides services to
new entrants from the electricity and pay TV
sectors.
Competing fibre companies have overbuilt
Chorus’ copper network with fibre as part of
the New Zealand Government’s UFB
programme.
Chorus is driving fibre uptake in these
competing areas by working with RSPs to
develop a range of new market propositions.
For example, an initiative involving other local
fibre companies created a national database
of inactive fibre connections, making it easier
for RSPs to match opportunities against their
own customer databases.

Market growth for fibre services is partly
determined by the number of new dwellings
being built and released into the market.
While the property sector has been affected
by poor economic conditions, Chorus expects
this segment to return to growth once broader
economic conditions improve. Chorus has
also revamped its processes and market
proposition so it is easier for developers to
realise the benefits of Chorus’ open access
fibre.
Regulation of the Chorus Group
The Telco Act
The telecommunications sector in New Zealand is currently principally governed by the Telco Act,
which provides for certain telecommunications services to be regulated by the NZCC. In
November 2018, the Amendment Act was passed into law making various changes to the Telco
Act, including a new regulatory regime that applies to the Chorus Group’s fibre services. These
changes came into effect on 1 January 2022.
Amongst other things, the Telco Act:
• provides for the open access undertakings for the Chorus Group with respect to its fibre
and copper networks and Rural Broadband Initiative ("RBI") products, as described below;
• provides for regulation of Chorus Group copper services under ‘standard terms
determinations’ issued by the NZCC which prescribe all the price and non-price terms
under which services must be provided;
• includes "line of business" restrictions on the Chorus Group, restricting the Chorus
Group’s ability to provide services to end-users, from selling services linking two or more
end-user sites and from participating in services above Layer 2 (see "The Chorus Group's
customer base" above). The Amendment Act introduced an exemption power for the
NZCC from the last two line of business restrictions in certain circumstances. No
exemptions have been sought or granted to date;
• includes oversight of the transitional and long-term commercial arrangements between
Spark and the Chorus Group to ensure that these arrangements are on arm's length

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terms, unlikely to harm competition in telecommunications markets, and ensure the
protection of confidential commercial and customer information; and
• implements the TSO, as described below.
The regulatory framework for Chorus’ fibre network set out in the Telco Act (as amended by the
Amendment Act) provides for:
• regulation of the maximum revenue that the Chorus Group can recover from its fibre fixed
line access services ("FFLAS");
• regulation requiring Chorus to provide certain FFLAS;
• quality standards that Chorus must meet in the provision of FFLAS;
• regulation requiring the Chorus Group to implement geographically consistent pricing for
FFLAS;
• regulation of the price and non-price terms on which Chorus provides certain FFLAS;
• information disclosure regulation requiring Chorus to publicly disclose certain information
about its business and network; and
• a mechanism for deregulation of the Chorus Group’s copper services. The Amendment
Act allows the NZCC to declare areas where fibre services are available. Once an area
has been declared a specified fibre area, a regulated framework for withdrawal of copper
services applies in that area (subject to various conditions regarding withdrawal of
service).
The Telco Act provides for the NZCC to set the maximum revenue that Chorus is able to recover
through provision of FFLAS by way of a PQ Determination. The Chorus Group is now in the first
year of PQP2, which runs from 1 January 2025 to 31 December 2028. The current PQ
Determination came into force on 1 January 2025. The regulatory framework for FFLAS is
described in more detail in the section above entitled "Risks relating to the regulatory environment
in which the Chorus Group operates".
There will be potentially significant consequences if the Chorus Group breaches any requirements
under the regulatory regime. Chorus could be liable to pecuniary penalties of up to NZ$5 million
for breaches of information disclosure requirements or price and quality requirements.
Chorus Open Access Deeds of Undertaking
Chorus is bound by four open access deeds of undertaking. The Copper Undertakings, Fibre
Undertakings for UFB1 and UFB2 and RBI Undertakings (the "Open Access Deeds") represent
a series of legally binding obligations focused around the provision of wholesale fibre and copper
services (as well as services that are provided on a network that was constructed with funding
provided, in whole, or in part, by the Crown as part of the RBI) on a non-discriminatory and
equivalent basis. The Chorus Group has also agreed open access obligations equivalent to those
in the Open Access Deeds in its contract to construct network on the West Coast and in Southland.
The obligations under each of the Open Access Deeds and the West Coast agreement are
substantially similar, subject to the services to which each of the obligations applies.
The Open Access Deeds principally require that the Chorus Group provides services on a "non-
discriminatory" basis. That is, in the supply of services the Chorus Group must not treat access
seekers, including itself, differently unless any differences are objectively justifiable and do not
harm, or are unlikely to harm, competition. The Open Access Deeds also require that certain
services be supplied on an "equivalence of inputs" basis.

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The Open Access Deeds also include, amongst other things, provision for reporting breaches,
certification of compliance, treatment of commercial information and customer confidential
information, and internal audit processes.
Standard Terms Determinations for copper services
The Telco Act empowers the NZCC to make standard terms determinations for non-fibre
telecommunications services. A standard terms determination prescribes all the price and non-
price terms on which the regulated provider must offer service.
Following enactment of the Amendment Act, the Chorus Group is subject to standard terms
determinations for a copper Bitstream access service, a copper voice path access service and
certain other supporting services. The Chorus Group is not required to provide new connections
to these services in areas where the NZCC has declared that specified fibre services are available,
but must continue to offer these services where it has copper network coverage outside specified
fibre areas.
The NZCC was required to review regulation of the Chorus Group’s copper services before the
end of 2025 and advise the Minister whether the Chorus Group’s copper network should continue
to be regulated. On 21 August 2025 the NZCC completed its investigation and recommended to
the Minister that copper regulation is no longer needed to promote competition in areas where it
remains and should be omitted from the Telco Act. If the Minister accepts the Commission’s
recommendations copper regulation will no longer apply.
Telecommunications Services Obligations and Levies
The TSO are the regulatory mechanism by which basic telecommunications services are made
available and affordable. Under the TSO, Spark is required to make available certain residential
local telephone services at capped prices and Chorus is required to provide the input services to
Spark. Following the enactment of the Amendment Act, the Chorus Group’s TSO obligations
cease to apply in areas where the NZCC has declared that specified fibre services are available.
The Chorus Group’s TSO obligations will continue in areas where the NZCC has not declared
that specified fibre services are available. The Ministry for Regulation is currently undertaking a
review of the TSO as part of a broader review of the telecommunications regulatory system. The
review began with the release of its terms of reference in June 2025 and is expected to conclude
in late 2025 / early 2026. The review’s options for consultation include replacing or phasing out
the existing TSO framework.
The Telecommunications Development Levy ("TDL") was established by legislation in June 2011.
The TDL is currently set at NZ$11.9 million per year. These settings can be subject to change by
the New Zealand Government.
The New Zealand Government uses the TDL to pay for telecommunications infrastructure,
including the relay service for the deaf and hearing impaired, broadband for rural areas, and
improvements to the New Zealand emergency service.
The levy is paid by companies (including the Chorus Group), earning more than NZ$10 million
per year from operating a component of a public telecommunications network (fixed or wireless).
Each year, the NZCC determines how the TDL is split between liable persons based on the
proportion of their qualifying revenue. The NZCC’s determination for the year ended 30 June
2024, is that the Chorus Group is liable for approximately NZ$2.29 million of the TDL (the
determination for the year ended 30 June 2025 will not be available until the end of 2025). The
Ministry for Regulation’s recently announced review of the telecommunications regulatory system
will also include reviewing the methodology for allocating the TDL across telecommunications
service providers and consumers (although the existence and the amount of the TDL is out of
scope).
The Chorus Group is also required to contribute towards the NZCC's costs through a
Telecommunications Regulatory Levy. This levy is imposed on telecommunication operators to
cover the costs incurred by the NZCC in performing and exercising its functions, powers and

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duties under the Telco Act. This includes specific sub-levies for regulated providers who are
subject to information disclosure, or price quality regulation for costs associated with that
regulation.
UFB Agreements
Chorus entered into contracts relating to the Chorus Group's participation in the New Zealand
Government's UFB programme (together, the "UFB Agreements") including:
• in respect of UFB1, the Network Infrastructure Project Agreement ("NIPA1") dated 24
May 2011 and the CIP Subscription Agreement dated 9 November 2011 (together, the
"UFB1 Agreement"); and
• in respect of UFB2, the Network Infrastructure Project Agreement ("NIPA2") dated 26
January 2017, the CIP Subscription Agreement dated 26 January 2017 and a Deed of
Amendment and Acknowledgment dated 30 August 2017 (together, the "UFB2
Agreement"); and
• in respect of UFB1 and UFB2, a Deed of Operational and Governance Undertakings
("Deed of Operational and Governance Undertakings") dated 11 November 2011 in
favour of the Crown, which imposes certain operational and governance undertakings on
Chorus as described below.
The term of the UFB1 Agreement ended in December 2019 with the completion by the Chorus
Group of the design and build obligations imposed by the UFB1 Agreement. Certain operation
obligations remain ongoing following the end of the term of the UFB1 Agreement.
The Term of the UFB2 Agreement will end on 31 December 2025 as the Chorus Group has
completed its design and build obligations under NIPA2. However, parts of NIPA2 are already
expired, including services Chorus offers to RSPs (including prices and non-price terms) which
are now governed by the regulatory regime described under "The Telco Act" above.
Until 31 December 2025, the NIPA2 allocates various decision-making rights over the term of the
agreement between Chorus and NIFF through the creation of certain governance committees and
roles. In addition, while Chorus has NIFF Debt Securities outstanding, Chorus will not, without
NIFF’s approval, pay any dividend to shareholders if Chorus’ credit rating falls below investment
grade.
Ownership restrictions
Under the Deed of Operational and Governance Undertakings, no person may be appointed or
hold office as a director of Chorus who is an associated person of a provider of
telecommunications services in New Zealand (which generally prevents the appointment of a
Chorus director to the board of an RSP and vice versa). Further, under that deed, Chorus has
committed to the New Zealand Government that:
• Chorus, its directors and its employees will comply with the ownership restrictions
described under "Ownership restrictions" below; and
• Chorus will ensure that the New Zealand Government's approval is obtained in
accordance with those ownership restrictions.
New Zealand’s Ministry for Regulation is currently undertaking a review of the telecommunications
regulatory system, including the ownership restrictions. The review began with the release of its
terms of reference in June 2025 and is expected to conclude in late 2025 / early 2026.
At the date of this Information Memorandum, Chorus' constitution and the Deed of Operational
and Governance Undertakings includes ownership restrictions, under which the New Zealand
Government's prior written approval is required for (a) any person to have a relevant interest in

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10% or more of the shares in Chorus, or (b) any person other than a New Zealand national to
have a relevant interest in more than 49.9% of shares in Chorus.
A special resolution to change any of these constitutional provisions must be approved by 100%
of the votes cast on the resolution (not 75%, as is required in other cases).
Other legislation
The Chorus Group is subject to other legislative requirements such as the requirements of the
Commerce Act 1986, Fair Trading Act 1986, as well as telecommunications codes.
The Chorus Group is also subject to the Telecommunications (Interception Capability and
Security) Act 2013 ("TICSA").
The TICSA includes obligations on network operators to prevent, sufficiently mitigate or remove
network security risks arising from public telecommunications networks. The Chorus Group, like
other network operators, is obliged to engage with the New Zealand Government
Communications Security Bureau where it might affect New Zealand's national security and this
has the potential to drive significant compliance costs.
Regulatory reviews and litigation
Regulatory framework reviews
The Chorus Group is subject to detailed regulatory requirements for fibre services which came
into force on 1 January 2022. These requirements provide for the maximum revenue the Chorus
Group may earn; the services it must provide; the conditions of supply and the prices it may
charge for certain services; and the information it must disclose to the NZCC.
The Telco Act contains various review mechanisms designed to ensure the regime remains fit-
for-purpose. In December 2024 the NZCC set the Chorus Group’s price-quality path for PQP2
and completed the first ‘reasonable grounds’ deregulation review. The NZCC decided not to
pursue a deregulation review of the core regulated fibre services.
In March 2025 the NZCC issued an open letter initiating a programme of work looking at the
evolution of the regulatory regime for fibre broadband services. The NZCC’s current work
programme for PQP2 includes:
• reviewing the Fibre Input Methodologies (which is underway and required to be
completed by 13 October 2027),
• reviewing the ID Determination (which is underway and, if confirmed in the NZCC’s final
decision, will specify changes that will take effect from 1 January 2026),
• preparatory work for the next regulatory period (PQP3), including considering whether
PQP3 should be extended to the statutory maximum of 5 years and a possible
simplification of the approach to some expenditure forecasts,
• deregulation review of four services resulting from the NZCC’s reasonable grounds
review, so that any decisions to deregulate any regulated FFLAS can be incorporated
into the PQP3 reset, and
• considering reviewing: (i) whether Chorus should be regulated under a price cap
instead of a revenue cap, (ii) the declared services including anchor services and direct
fibre access services, and (iii) whether an unbundled layer 1 service should be
declared.
The Ministry for Regulation is also undertaking a review of the telecommunications regulatory
system. The review began with the release of its terms of reference in June 2025 and is expected
to conclude in late 2025 / early 2026. The focus of the review is the Telco Act and its subordinate
regulatory instruments. The review will focus on examining whether the current regulation
remains fit for purpose in light of technology and market changes, including (among other items)
the TSO, the methodology for allocating the TDL across telecommunications service providers

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and consumers, FFLAS regulation under Part 6 of the Telco Act, and fibre service regulations
under Part 4AA of the Telco Act (noting that the vertical separation of wholesale and retail fibre
services is out of scope).
The review will also consider Chorus’ shareholder cap – currently Crown approval is required if a
shareholder wishes to have a holding of 10% or more of Chorus Limited’s ordinary shares, or if a
shareholder who is not a New Zealand national wishes to have a holding of 49.9% or more of
ordinary shares. Chorus would continue to be subject to the restrictions and investment tests
under the Overseas Investment Act 2005 and the Takeovers Code.
The Ministry for Regulation will deliver a report of findings and recommendations to the Ministers
for Regulation and Media and Communications for their consideration.
Litigation
The Chorus Group may have ongoing claims, investigations and inquiries, at any given time. At
the date of this Information Memorandum there are none which are currently expected to have
significant effect on the financial position or profitability of the Chorus Group.
Chorus cannot reasonably estimate the adverse effect, if any, on the Chorus Group if any of the
outstanding claims or inquiries are ultimately resolved against Chorus' interest. There can be no
assurance that such cases will not have a significant effect on Chorus' business, financial position,
and results of operations or profitability.
Insurance
The Chorus Group has put in place insurance arrangements for damage to assets (and resultant
business interruption) and liabilities relating to claims that might arise from the Chorus Group's
activities. The Chorus Group does not have its own captive insurance company. The Chorus
Group's insurance policies are placed with insurers of acceptable credit quality and the levels of
retained risk and coverage purchased are considered appropriate to its business activities.

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MANAGEMENT OF THE CHORUS GROUP
Chorus Directors
The board of Directors of Chorus (the "Board") seeks to ensure that through its skills mix and
composition it provides leadership, strategic guidance and oversight for Chorus. At the date of
this Information Memorandum, the Board has seven directors (all are independent directors) with
a broad range of managerial, financial, accounting and industry experience.
The members of the Board at the date of this Information Memorandum are as follows:

Name Title Date of appointment
Mark Cross ............................................................... Chair and Director (Independent) 1 November 2016
Susan Bailey ............................................................. Director (Independent) 31 October 2019
Neal Barclay ............................................................. Director (Independent) 26 August 2024
Miriam Dean ............................................................. Director (Independent) 27 October 2021
William Irving ............................................................ Director (Independent) 26 October 2022
Kate Jorgensen ......................................................... Director (Independent) 1 July 2020
Jack Matthews .................................................... Director (Independent) 1 July 2017
The business address for the Directors of Chorus is Level 10, 1 Willis Street, Wellington 6011,
New Zealand.
The Directors of the Issuer have notified the Issuer's Board of all their directorships and other
interests as required under the New Zealand Companies Act 1993.
The biographies of the directors of Chorus as at the date of this Information Memorandum are as
follows:
Mark Cross, BBS (Accounting & Finance), CA
Chorus Chair
Mark is an experienced director with more than 20 years of international experience in corporate
finance and investment banking. Mark is currently chair at Vocus (Australia) and director and
Audit & Risk Management Committee chair of Xero, director and Investment Committee chair at
Accident Compensation Corporation, director and Audit and Risk Committee chair of Fisher &
Paykel Healthcare. He is also the former chair of Milford Asset Management and former director
of Z Energy, Genesis Energy and Argosy Property.
Mark is a member of Chartered Accountants Australia and New Zealand, a Chartered Fellow of
the Institute of Directors NZ and a member of the Australian Institute of Company Directors.
Sue Bailey, Graduate Diploma in Marketing (with Distinction) from RMIT University
Sue is an experienced director with a career of more than 30 years’ in telecommunications,
spanning fixed telephony, mobile and broadband services. She was a member of the executive
leadership team at Singtel Optus from 2013 to 2019 where her responsibilities included leading
large scale transformation. Prior to that, Sue was the CEO of Virgin Mobile Australia. From 2008
to 2010, as a Senior Vice President at Virgin Mobile USA, her responsibilities included product
marketing, customer lifecycle management and analytics. Sue’s career began in Telstra, where
she held a range of marketing and product roles.

For CareFlight, Sue is a Director, and chair of the People, Safety and Environment
Committee. She is a member of the Australian Institute of Company Directors.

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Sue is chair of Chorus’ People, Performance and Culture Committee.
Neal Barclay, FCA
Neal has extensive executive experience in the electricity and telecommunications industries in
New Zealand. He is a Chartered Accountant Fellow and a member of Chartered Accountants
Australia and New Zealand.

Most recently, Neal was Chief Executive of Meridian Energy from January 2018 until
30 June 2025. Prior to joining Meridian Energy, Neal spent 13 years at Telecom New Zealand in
a number of senior finance leadership roles.

Neal is a current director of Air New Zealand, is joining the Ngai Tahu Holdings board from 1
January 2026 and is a member of Chorus’ Audit and Risk Management Committee.
Miriam Dean, CNZM KC
As a King’s Counsel and independent director, Miriam has extensive experience in commercial
dispute resolution and governance, with a specialty in competition, consumer and regulatory law.
Miriam also has significant experience in the infrastructure and regulatory sectors, most notably
as a former director of Crown Infrastructure Delivery; as a former director of National Infrastructure
Funding and Financing (previously Crown Infrastructure Partners – the New Zealand Government
organisation that managed the rollout of New Zealand’s ultra-fast broadband); as Chair of NZ on
Air; as a former deputy chair of Auckland Council Investments; and as a former deputy chair of
the NZCC.
Miriam is currently chair of the Banking Ombudsman Scheme, deputy chair of the Real Estate
Institute of New Zealand, and a member of several government-related advisory boards. In
addition, she is regularly asked to lead various government and private-sector inquiries and
reviews.
Miriam is a member of Chorus’ People, Performance and Culture Committee.
Kate Jorgensen, MTF, BBus, CA, CMInstD
Kate has extensive strategic, commercial, financial and audit experience, with several senior
leadership positions within the telecommunications, infrastructure and construction industries in
New Zealand. Most recently, she was CFO of Vodafone New Zealand. Prior to that, Kate was
CFO of KiwiRail, CFO of Fletcher Building's infrastructure division and a senior audit manager for
KPMG. She is a former advisory Board member of the New Zealand Sustainable Business
Council.
Kate is a member of the Chartered Accountants Australia and New Zealand, and also currently
serves on the boards of Kiwibank Limited and Suncorp NZ (Vero Insurance & Vero Liability).
Kate is chair of Chorus’ Audit and Risk Management Committee.
Will Irving, BCom, LLB (Hons)
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.

Will is currently the Chief Strategic Transactions Advisor (part time) for NBN Co Limited (company
established to design, build and operate Australia’s wholesale broadband access network) having
previously been their Chief Strategy and Transformation Officer. Will was previously the 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.

Will is a member of Chorus’ Audit and Risk Management Committee.

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Jack Matthews, BA Philosophy
Jack is an experienced director who has held a number of senior leadership positions within the
media, telecommunications and technology industries in Australia and New Zealand. Jack has
extensive telecommunications industry experience having been CEO of TelstraSaturn during the
period they deployed their HFC network in New Zealand, as well as a former director of National
Infrastructure Funding and Financing (previously Crown Infrastructure Partners – the New
Zealand Government organisation that managed the rollout of New Zealand’s ultra-fast
broadband). He is also the chair of Lodestone Energy.
Formerly, Jack was CEO of Fairfax Media’s Metro Division, CEO of Fairfax Digital, Chief
Operating Officer of Jupiter TV (Japan), and was a director of Plexure Group, The Network for
Learning, APN Outdoor Group and Trilogy International.
Jack is a member of Chorus’ People, Performance and Culture Committee.
Executive team
The biographies of the executive team of Chorus as at the date of this Information Memorandum
are as follows:

Mark Aue
Chief Executive Officer
Mark has worked in the telecommunications industry for over 20 years in NZ, Australia and the
UK.

He has been the Chief Executive of Chorus since April 2024, having joined the company in early
2023 as Chief Financial Officer. He was previously the Chief Executive for 2Degrees and led the
dual listing IPO process (NZX/ASX) and subsequent trade sale to Macquarie Asset Management.
Mark has held a number of executive and other senior roles at Vodafone (now One New Zealand
Group Limited), including Chief Financial Officer. Mark was also the Chief Financial Officer of the
Vodafone Global Enterprise business based in the UK that spanned operations in 25 countries.

Drew Davies, CPA
Chief Operating Officer
Drew brings over 30 years of global experience in telecommunications, bringing a mix of
operational, financial and commercial acumen to Chorus.

Drew has held Executive level roles with 2degrees, multinational mobile telecommunications
company Trilogy Partners, and senior financial and operational roles with T-Mobile in the United
States. Most recently, Drew held the role of CFO at Rakon.

As COO, Drew has responsibility for all financial functions along with strategy, brand and
marketing, customer experience and customer engagement.

Dan Kelly, BBus
Acting Executive General Manager, Access
Dan leads the Chorus Access team which is responsible for driving fibre connection uptake and
enhancing customer experience, and works closely with Chorus’ RSPs, industry stakeholders,
and internal teams.

Dan has extensive product and marketing leadership experience across the telecommunications
and media industries and brings a strategic mindset and a commercial acumen. Dan has 20+
years leading Customer Product and Marketing teams in Australia and New Zealand at Telstra,
Optus, Vocus Group and Sky TV.

Most recently, Dan was Chief Customer Officer at Sky TV leading their subscription portfolio
and marketing teams and integral in the successful launch of Sky Broadband.

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Jo Mataira
Chief People Officer
Jo was appointed Chief People Officer at Chorus in July 2023, and brings over 20 years of human
resources experience to Chorus.

Jo first joined Chorus in 2015, providing oversight and leadership to the HR function. She brings
a wealth of knowledge to Chorus and has implemented a broad range of HR disciplines to
transform Chorus’ people experience journey. She has worked at Telstra NZ, TelstraClear and
One NZ and has extensive experience in HR leadership, strategic HR project delivery, change
and crisis management.

Kristel McMeekin, LLB (Hons), BA
General Counsel
Kristel leads Chorus’ legal, regulatory, risk & compliance, and commercial partnerships functions.
She is a highly skilled lawyer and business leader with over fifteen years’ experience in private
practice and in-house roles.

Kristel has extensive telecommunications industry experience and brings commercial acumen to
complex regulatory environments.

Kristel joined Chorus’ legal and regulatory team in 2020 and was appointed to the Executive in
2023. Prior to joining Chorus, she practiced as a competition and telecommunications lawyer
holding senior roles at MinterEllisonRuddWatts in New Zealand and MinterEllison in Australia.

Anna Mitchell, LLB, BA
Executive General Manager, Frontier
Anna leads the Frontier team, with accountabilities for fibre footprint growth, copper exit, property
optimisation, and corporate affairs, as well as championing Chorus’ sustainability and digital
equity ambitions. She has spent over a decade working in and providing advice on the
telecommunications sector, both in relation to policy settings and practical commercial matters for
businesses working within a regulated industry. Before joining Chorus, she was senior advisor to
a cabinet minister where she provided strategic advice on key policy issues and reforms across
a wide range of portfolios, including telecommunications. 

Along with an in-depth understanding of the telecommunications industry and regulatory settings,
Anna brings significant experience from both the public and private sector, having previously
worked for Deloitte and SweeneyVesty.

Martin Sharrock, Dip. Electronic Engineering
Chief Technology Officer
Martin is an internationally experienced leader of technology teams and outcomes. He has
specialised in digital infrastructure throughout his career across mobile networks, data centres,
broadband and IT.

Martin was previously Chief Technology Officer for 2degrees in New Zealand and has also held
senior international technology leadership roles with global suppliers in UK, Japan, Malaysia,
Ireland and New Zealand. His experience designing and launching 5G networks, modernising
telecommunications and IT systems plus working strategically and operationally with data centres
brings a customer lens to Chorus.

Mike Shirley
Executive General Manager, Infrastructure
Mike is responsible for leading Chorus’ infrastructure value stream to continue to expand the fibre
network and leverage the company’s assets to grow new revenues for its shareholders. Before
joining Chorus, he held several leadership positions at Vector, Vocus, CallPlus and Spark. 

With over 25 years of experience in the telecommunications industry, Mike brings a wealth of
knowledge and experience across Retail, Business and Wholesale market segments as well as
infrastructure delivery.

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Mike has held past governance roles at Vector and Vital. He has a Bachelor of Science degree
from the University of Canterbury, a Graduate Diploma in Business Marketing from the University
of Auckland and holds a Post Graduate Certificate in Management Studies from the University of
Waikato.

Marcus Wofinden
Executive General Manager, Network Operations
Marcus leads the operation of Chorus’ fibre network, including field management, fibre build and
connect, and network maintenance. With over 17 years in telecommunications and a career at
Chorus since 2008, Marcus has driven fibre improvement initiatives, supply chain transformation,
and operational resilience.

He is also responsible for Chorus’ health and safety strategy and business continuity planning,
ensuring the network’s reliability and the wellbeing of teams and partners. Marcus’ leadership
supports Chorus’ commitment to delivering high-performing infrastructure that enables New
Zealand’s digital future.

Corporate Governance
Corporate governance framework
Chorus is incorporated in New Zealand and has its shares quoted on the New Zealand and
Australian stock exchanges.
Chorus' governance practices and policies are consistent with the NZX Listing Rules and Chorus
has adopted and fully followed the recommendations set out in the NZX Corporate Governance
Code. The Board regularly reviews and assesses Chorus' governance policies, processes and
practices to identify opportunities for enhancement. Chorus’ key governance documents are
available at company.chorus.co.nz/about/governance.
Chorus has adopted a formal Board Charter which sets out how the Board will exercise and
discharge its powers and responsibilities in relation to the business and affairs of Chorus.
Board Committees
At the date of this Information Memorandum, the Board has established two standing Board
Committees to assist it in carrying out its responsibilities. The Board has delegated some of its
responsibilities, powers and authorities to those Committees.
• Audit and Risk Management Committee ("ARMC"). The ARMC assists the Board in
ensuring oversight of all matters relating to risk management, financial management and
controls and the financial accounting, audit and reporting of Chorus. It also oversees
non-financial reporting and monitors the implementation of Chorus' climate strategy. At
the date of this Information Memorandum, its members are Kate Jorgensen (chair), Will
Irving and Neal Barclay.
• People, Performance & Culture Committee ("PPCC"). The PPCC assists the Board
in overseeing people policies and strategies, Chorus' remuneration frameworks (including
executive incentives and Board remuneration), and reviewing candidates for, and the
performance and remuneration of, the CEO. At the date of this Information Memorandum,
its members are Sue Bailey (chair), Miriam Dean and Jack Matthews.
The Board may also establish other ad-hoc Board sub-committees or standing Board committees
and delegate specific responsibilities, powers and authorities to those committees and to
particular directors.
Each standing Board Committee has a Board-approved Charter and chair, and assists the Board
by focusing on specific responsibilities in greater detail than is possible for the Board as a whole.
All standing Board Committee members are independent directors.

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TAXATION
References in this section to the terms "associated", "fixed establishment", "registered bank",
and "resident in New Zealand" shall have the same meaning given to that term in the Income
Tax Act 2007 of New Zealand, unless the context requires otherwise.
The following is a general description of certain tax considerations relating to the Notes. It does
not purport to be a complete analysis of all tax considerations relating to the Notes, whether in
the countries described below or elsewhere. Prospective purchasers of Notes should consult
their own tax advisers as to which countries' tax laws could be relevant to acquiring, holding and
disposing of Notes and receiving payments of interest, principal and/or other amounts under the
Notes and the consequences of such actions under the tax laws of those countries. This summary
is based upon the law as in effect on the date of this Information Memorandum and is subject to
any change in law that may take effect after such date.
New Zealand
Where used in this section, "interest" means interest as defined under New Zealand tax legislation
for withholding tax purposes, which under current legislation includes the excess of the
redemption amount over the issue price of any Note.
Non-Resident Withholding Tax
Although New Zealand law requires a deduction on account of non-resident withholding tax to be
made from the payment of interest to any holder of a Note who is not a New Zealand Holder (as
defined below), the Issuer and the Guarantors (as applicable) intend (for so long as it does not
incur any increased cost or detriment from so doing) to reduce the applicable rate of non-resident
withholding tax to zero per cent (in the case of holders of Notes who are not New Zealand Holders
and are not associated with the Issuer or the Guarantors (as applicable)) by registering the
Programme with the New Zealand Inland Revenue Department and paying, on its own account,
a levy (known as Approved Issuer Levy) equal to two per cent of the relevant interest payment.
Resident Withholding Tax
The Issuer or the Guarantors (as applicable) are required by law to deduct New Zealand resident
withholding tax from the payment of interest to the holder of any Note on any Interest Payment
Date or the Maturity Date, if:
(a) the holder is a resident of New Zealand for income tax purposes or otherwise receives
payments of principal or interest from the Issuer or a Guarantor subject to the New
Zealand resident withholding tax rules, which at the date of this Information Memorandum
includes a holder that is engaged in business in New Zealand through a fixed
establishment in New Zealand and either holds Notes for the purposes of that business
or is a registered bank in New Zealand (a "New Zealand Holder"); and
(b) at the time of such payment the New Zealand Holder does not have RWT-exempt status
for New Zealand resident withholding tax purposes.
Where a person who is a non-New Zealand Holder, derives interest under a Note or Coupon
jointly with one or more persons, and one or more of those persons is a resident of New Zealand
for income tax purposes, the approved issuer levy regime referred to in paragraph (a) above will
not apply to the non-New Zealand Holder and (subject to any applicable double tax treaty) the
New Zealand non-resident withholding tax imposed will equate to the applicable rate of New
Zealand resident withholding tax.
Prior to any Interest Payment Date or Maturity Date any New Zealand Holder:
(a) must notify the Issuer or the Guarantors (as applicable) or a Paying Agent or Registrar
(as applicable) that the New Zealand Holder is the holder of a Note; and

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(b) must notify the Issuer or the Guarantors (as applicable) or a Paying Agent or Registrar
(as applicable) of any circumstances, and provide the Issuer or the Guarantors (as
applicable) or the relevant Paying Agent or Registrar (as applicable) with any information
(including notification of the New Zealand Holder’s RWT-exempt status for New Zealand
resident withholding tax purposes and providing the New Zealand Holder’s IRD number),
that may enable the Issuer or the Guarantors (as applicable) to make the payment of
Interest to the New Zealand Holder without deduction on account of New Zealand resident
withholding tax.
A New Zealand Holder must notify the Issuer and the Guarantors (as applicable), prior to any
Interest Payment Date or the Maturity Date, of any change in the New Zealand Holder's
circumstances from those previously notified that could affect the Issuer's or the Guarantor's
payment or withholding obligations in respect of any Note. By accepting payment of the full face
amount of a Note or any interest thereon on any Interest Payment Date or Maturity Date, a New
Zealand Holder will be deemed to have indemnified the Issuer or the Guarantors (as applicable)
for all purposes in respect of any liability which the Issuer or the Guarantors (as applicable) may
incur for not deducting any amount from such payment on account of New Zealand resident
withholding tax.
The Proposed Financial Transaction Tax (FTT)
On 14 February 2013, the European Commission published a proposal (the "Commission's
Proposal") for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain,
France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member States").
However Estonia has ceased to participate.
The Commission's Proposal has very broad scope and could, if introduced in the form proposed
by the European Commission, apply to certain dealings in Notes (including secondary market
transactions) in certain circumstances. The issuance and subscription of Notes should, however,
be exempt.
Under the Commission's Proposal, the FTT could apply in certain circumstances to persons both
within and outside of the participating Member States. Generally, it would apply to certain
dealings in the Notes where at least one party is a financial institution, and at least one party is
established in a participating Member State. A financial institution may be, or be deemed to be,
"established" in a participating Member State in a broad range of circumstances, including (i) by
transacting with a person established in a participating Member State or (ii) where the financial
instrument which is subject to the dealings is issued in a participating Member State.
However, the FTT remains subject to negotiation between the participating Member States. It
may therefore be altered prior to any implementation, the timing of which remains unclear.
Additional Members States may decide to participate.
Prospective holders of the Notes are advised to seek their own professional advice in relation to
the FTT.

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SUBSCRIPTION AND SALE
The Dealers have, in an amended and restated programme agreement (the "Programme
Agreement") dated 31 October 2025, agreed with the Issuer a basis upon which they or any of
them may from time to time agree to subscribe the Notes. Any such agreement will extend to
those matters stated under "Forms of the Notes" and "Terms and Conditions of the Notes". The
Issuer will pay each relevant Dealer a commission as agreed between them in respect of the
Notes subscribed by it. Where the Issuer agrees to sell to the Dealer(s), who agree to subscribe
and pay for, or to procure subscribers to subscribe and pay for, the Notes at an issue price (the
"Issue Price"), any subsequent offering of those Notes to investors may be at a price different
from such Issue Price. The Issuer has agreed to be responsible for certain of the Arrangers'
expenses incurred in connection with the establishment, and any future update, of the Programme
and reimburse the Dealers certain of their activities in connection with the Programme. The
commissions in respect of an issue of the Notes on a syndicated basis may be stated in the
relevant Pricing Supplement.
The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the
offer and sale of the Notes. The Programme Agreement entitles the Dealers to terminate any
agreement that they make to subscribe Notes in certain circumstances prior to payment for such
Notes being made to the Issuer.
In connection with the issue of any Tranche of the Notes, the Dealer or Dealers (if any) named as
the stabilisation manager(s) (the "Stabilisation Manager(s)") (or persons acting on behalf of any
Stabilisation Manager(s)) in the applicable Pricing Supplement may over-allot Notes or effect
transactions, to the extent permitted by applicable laws, regulations and rules, and other than in
the circumstances where such action would reasonably be expected to affect the price of the
Notes traded within Australia or New Zealand or on a "financial market", as defined in the
Australian Corporations Act, operated within Australia with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the issue date of
the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche
of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.
In connection with each Series of the Notes issued under the Programme, the Dealers or certain
of their affiliates may subscribe or purchase Notes and be allocated Notes for asset management
and/or proprietary purposes but not with a view to distribution. Further, the Dealers or their
respective affiliates may purchase Notes for its or their own account and enter into transactions,
including credit derivatives, such as asset swaps, repackaging and credit default swaps relating
to such Notes and/or other securities of the Issuer, the Guarantor or their respective subsidiaries
or affiliates at the same time as the offer and sale of each Series of the Notes or in secondary
market transactions. Such transactions would be carried out as bilateral trades with selected
counterparties and separately from any existing sale or resale of the Series of the Notes to which
a particular Pricing Supplement relates (notwithstanding that such selected counterparties may
also be purchasers of such Series of the Notes).
The Dealers and their affiliates are full service financial institutions engaged in various activities
which may include securities trading, commercial and investment banking, financial advice,
investment management, principal investment, hedging, financing and brokerage activities. Each
of the Dealers may have engaged in, and may in the future engage in, investment banking and
other commercial dealings in the ordinary course of business with the Issuer, the Original
Guarantor or their respective subsidiaries, jointly controlled entities or associated companies from
time to time. In the ordinary course of their various business activities, the Dealers and their
affiliates may make or hold (on their own account, on behalf of clients or in their capacity of
investment advisers) a broad array of investments and actively trade debt and equity securities
(or related derivative securities) and financial instruments (including bank loans) for their own
account and for the accounts of their customers and may at any time hold long and short positions

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in such securities and instruments and enter into other transactions, including credit derivatives
(such as asset swaps, repackaging and credit default swaps) in relation thereto. Such
transactions, investments and securities activities may involve securities and instruments of the
Issuer, the Original Guarantor or their respective subsidiaries, jointly controlled entities or
associated companies, including Notes issued under the Programme, may be entered into at the
same time or proximate to offers and sales of the Notes or at other times in the secondary market
and be carried out with counterparties that are also purchasers, holders or sellers of the Notes.
If a jurisdiction requires that the offering be made by a licensed broker or dealer and a Dealer or
any affiliate of that Dealer is a licensed broker or dealer in that jurisdiction, the offering shall be
deemed to be made by that Dealer or such affiliate on behalf of the Issuer in such jurisdiction.
In connection with an issue of the Notes under the Programme, the Issuer may, pursuant to the
subscription agreement relating to such issue, agree to pay, through the Dealers, a commission
to certain private banks based on the principal amount of the Notes purchased by the clients of
such private banks. If such commission is payable, it shall be specified in the Pricing Supplement
relating to such issue of the Notes.
Selling Restrictions
United States of America: Regulation S Category 2; TEFRA D or TEFRA C as specified in the
relevant Pricing Supplement or neither if TEFRA is specified as not applicable in the relevant
Pricing Supplement.
The Notes are being offered and sold outside the United States of America to persons that are
non-U.S. persons and in reliance on Regulation S under the Securities Act. The Notes and the
guarantees thereof have not been and will not be registered under the Securities Act and may not
be offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except in certain transactions exempt from the registration requirements of the Securities Act.
Terms used in this paragraph have the meanings given to them by Regulation S.
Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or
delivered within the United States or its possessions or to, or for the benefit of, a United States
person, except in certain transactions permitted by U.S. tax regulations. Terms used in this
paragraph have the meanings given to them by the United States Internal Revenue Code, as
amended, and regulations thereunder.
Each Dealer has agreed, and each further Dealer appointed under the Programme will be
required to agree, that, except as permitted by the Programme Agreement, it will not offer, sell or
deliver Notes, (i) as part of their distribution at any time or (ii) otherwise until 40 days after
completion of the distribution of all Notes of the Tranche of which such Notes are a part, as
determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated
basis, the relevant lead manager, within the United States or to, or for the account or benefit of,
U.S. persons, and it will have sent to each dealer to which it sells any Notes during the distribution
compliance period, as defined in Regulation S under the Securities Act, a confirmation or other
notice setting forth the restrictions on offers and sales of the Notes within the United States or to,
or for the account or benefit of, U.S. persons.
In addition, until 40 days after the commencement of the offering of Notes comprising any
Tranche, any offer or sale of Notes within the United States by any dealer (whether or not
participating in the offering) may violate the registration requirements of the Securities Act.
Prohibition of Sales to EEA Retail Investors
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under
the Programme will be required to represent, warrant and agree, that it has not offered, sold or
otherwise made available and will not offer, sell or otherwise make available any Notes which are
the subject of the offering contemplated by this Information Memorandum as completed by the
Pricing Supplement in relation thereto to any retail investor in the European Economic Area.

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For the purposes of this provision the expression "retail investor" means a person who is one
(or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97 ("Insurance
Distribution Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II.
United Kingdom
Prohibition of Sales to UK Retail Investors
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under
the Programme will be required to represent, warrant and agree, that it has not offered, sold or
otherwise made available and will not offer, sell or otherwise make available any Notes which are
the subject of the offering contemplated by this Information Memorandum as completed by the
Pricing Supplement in relation thereto to any retail investor in the United Kingdom.
For the purposes of this provision the expression "retail investor" means a person who is one
(or more) of the following:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law of the UK by virtue of the European Union
(Withdrawal) Act 2018 (as amended, "EUWA"); or
(ii) a customer within the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the
UK by virtue of the EUWA.
Other United Kingdom regulatory restrictions
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under
the Programme will be required to represent, warrant and agree that:
(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
(i) it is a person whose ordinary activities involve it in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of its business;
and:
(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
(A) whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses; or
(B) who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses,
where the issue of the Notes would otherwise constitute a contravention of Section
19 of the FSMA by the Issuer;
(b) Financial promotion: it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) received by it in

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connection with the issue or sale of any Notes in circumstances in which section 21(1) of
the FSMA does not apply to the Issuer or the Guarantor , and
(c) General compliance: it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to any Notes in, from or otherwise
involving the United Kingdom.
Hong Kong
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under
the Programme will be required to represent, warrant and agree that:
(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,
any Notes, except for Notes which are a "structured product" as defined in the Securities
and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO"), other than (i)
to "professional investors" as defined in the SFO and any rules made under the SFO; or
(ii) in other circumstances which do not result in the document being a "prospectus" as
defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.
32) of Hong Kong (the "C(WUMP)O") or which do not constitute an offer to the public
within the meaning of the C(WUMP)O; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue or
have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Notes, which is directed at, or the
contents of which are likely to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with respect to
Notes which are or are intended to be disposed of only to persons outside Hong Kong or
only to "professional investors" as defined in the SFO and any rules made under the SFO.
Singapore
Each Dealer has acknowledged that this Information Memorandum has not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented,
warranted and agreed and each further Dealer appointed under the Programme will be required
to represent, warrant and agree that it has not offered or sold any Notes or caused the Notes to
be made the subject of an invitation for subscription or purchase and will not offer or sell any
Notes or cause such Notes to be made the subject of an invitation for subscription or purchase,
and has not circulated or distributed, nor will it circulate or distribute, this Information
Memorandum or any other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the Notes, whether directly or indirectly, to any person in
Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and
Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA")) pursuant
to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA)
pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
Japan
The Notes have not been, and will not be, registered under the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as amended, the "FIEA"). Each Dealer has
represented and agreed, and each further Dealer appointed under the Programme will be required
to represent and agree, that it has not, directly or indirectly, offered or sold and will not, directly or
indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan, or to
others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except
pursuant to an exemption from the registration requirements of, and otherwise in compliance with,
the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident

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of Japan” means any person resident in Japan, including any corporation or other entity
organised under the laws of Japan.
Australia
No prospectus or other disclosure document (as defined in the Australian Corporations Act) in
relation to the Programme or the Notes has been, or will be, lodged with, or registered by, ASIC,
the ASX or any other stock exchange or trading facility licences under the Australian Corporations
Act. Each Dealer has represented, warranted and agreed, and each further Dealer appointed
under the Programme will be required to represent, warrant and agree, that it:
(a) has not made or invited, and will not make or invite, an offer (directly or indirectly) of the
Notes for the issue, sale or purchase of the Notes in Australia (including an offer or
invitation which is made to or received by a person in Australia); and
(b) has not distributed or published, and will not distribute or publish, this Information
Memorandum or any other offering material or advertisement relating to the Notes in
Australia,
unless:
(i) the minimum aggregate consideration payable by each offeree is at least
A$500,000 (or its equivalent in other currencies) (disregarding moneys lent by the
offeror or its associates (as defined in the Australian Corporations Act)) or the offer
or invitation does not otherwise require disclosure to investors in accordance with
Part 6D.2 or Part 7.9 of the Australian Corporations Act;
(ii) the offer or invitation does not constitute an offer to a "retail client" as defined for
the purposes of sections 761G and 761GA of the Australian Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives; and
(iv) such action does not require any document to be lodged with, or registered by,
ASIC or any other regulatory authority in Australia.
New Zealand
This programme is a wholesale programme. No action has been taken to permit Notes to be
offered or sold to any retail investor, or otherwise under any regulated offer, in terms of the
Financial Markets Conduct Act 2013 of New Zealand ("FMCA"). In particular, no product
disclosure statement under the FMCA has been prepared or lodged in New Zealand in relation to
the Notes.
Each Dealer has represented, warranted and agreed that it will not offer or sell any Notes in New
Zealand, or distribute or publish in New Zealand any offering material or advertisement in relation
to any offer of Notes, other than to wholesale investors within the meaning of clause 3(2)(a), (c)
or (d) of Schedule 1 to the FMCA, which includes a person who is:
(a) an "investment business";
(b) "large"; or
(c) a "government agency",
in each case as defined in Schedule 1 to the FMCA, provided (for the avoidance of doubt) that
Notes may not be offered or sold to any "eligible investor" (as defined in clause 41 of Schedule 1
to the FMCA) or to any person who, under clause 3(2)(b) of Schedule 1 to the FMCA, meets the
investment activity criteria specified in clause 38 of that Schedule.

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General
Each Dealer has represented, warranted and agreed that it has complied and will comply with all
applicable laws and regulations in each country or jurisdiction in or from which it purchases, offers,
sells or delivers Notes or possesses, distributes or publishes this Information Memorandum or
any Pricing Supplement or any related offering material, in all cases at its own expense. Other
persons into whose hands this Information Memorandum or any Pricing Supplement comes are
required by the Issuer, the Guarantors and the Dealers to comply with all applicable laws and
regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver
Notes or possess, distribute or publish this Information Memorandum or any Pricing Supplement
or any related offering material, in all cases at their own expense.
The Programme Agreement provides that the Dealers shall not be bound by any of the restrictions
relating to any specific jurisdiction (set out above) to the extent that such restrictions shall, as a
result of change(s) or change(s) in official interpretation, after the date hereof, of applicable laws
and regulations, no longer be applicable but without prejudice to the obligations of the Dealers
described in the paragraph headed "General" above.
Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such
supplement or modification may be set out in the relevant Pricing Supplement (in the case of a
supplement or modification relevant only to a particular Tranche of Notes) or in a supplement to
this Information Memorandum.

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GENERAL INFORMATION
Authorisation
• The update of the Programme was authorised by resolutions of the Issuer passed on 22
August 2025 and 23 October 2025 and by resolution of the Original Guarantor passed on
22 August 2025 and 23 October 2025. Each of the Issuer and the Original Guarantor has
obtained or will obtain from time to time all necessary consents, approvals and
authorisations in connection with the issue and performance of the Notes and the giving
of the Guarantee.
Listing of the Notes
• For the listing of any Notes which are agreed at the time of issue thereof to be listed on
the ASX, application will be made by the Issuer to the ASX. Notes which are listed on
the ASX will not be transferred through, or registered on, the CHESS operated by ASX
Settlement Pty Limited (ABN 49 008 504 532) and will not be "Approved Financial
Products" for the purposes of that system.
Legal and Arbitration Proceedings
• There are no governmental, legal or arbitration proceedings, (including any such
proceedings which are pending or threatened, of which the Issuer or the Original
Guarantor is aware), which may have, or have had during the 12 months prior to the date
of this Information Memorandum, a significant effect on the financial position or
profitability of the Issuer, the Original Guarantor or the Chorus Group (taken as a whole).
Significant/Material Change
• There has been no material adverse change in the prospects of the Issuer, the Original
Guarantor or the Chorus Group (taken as a whole) since 30 June 2025.
• There has been no significant change in the financial or trading position of the Issuer, the
Original Guarantor or the Chorus Group (taken as a whole) since 30 June 2025.
Auditors
• The auditors of the Issuer and the Original Guarantor are KPMG, a New Zealand
partnership. KPMG have audited the consolidated financial statements of the Issuer
without qualification, in accordance with International Standards on Auditing (New
Zealand) and International Standards on Auditing, for the years ended 30 June 2025 and
30 June 2024.
• KPMG's address is 44 Bowen Street, Wellington, New Zealand.
• KPMG partners are members of the New Zealand Institute of Chartered Accountants.
Documents on Display
• Copies of the following documents may be inspected during normal business hours at
the offices of the Principal Paying Agent c/o Citibank, N.A., Dublin Branch, 1 North Wall
Quay Dublin for 12 months from the date of this Information Memorandum:
a. the constitution of the Issuer;
b. the constitution of the Original Guarantor;
c. the Trust Deed;

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d. the Paying Agency Agreement; and
e. the Programme Agreement.
Clearing of the Notes
• The Notes have been accepted for clearance through Euroclear and Clearstream,
Luxembourg. The appropriate common code and the International Securities
Identification Number in relation to the Notes of each Tranche will be specified in the
relevant Pricing Supplement. The relevant Pricing Supplement shall specify any other
clearing system as shall have accepted the relevant Notes for clearance together with
any further appropriate information.

Legal Entity Identifier
• Chorus’ Legal Entity Identifier is R7NJHU48LTCIOB9BVU57.

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DEFINED TERMS

NZ$ or New Zealand
dollars
the lawful currency of New Zealand from time to time
U.S.$ or U.S. dollars the lawful currency of the United States of America from time to time
EUR or euro the lawful currency for the time being of the member states of the European
Union that adopt the single currency introduced at the start of the third stage
of European Economic Monetary Union pursuant to the Treaty of Rome of 25
March 1957 establishing the European Community as amended from time to
time
£ or GBP the lawful currency of the United Kingdom from time to time
Accountholders a person shown in the records of a Clearing System as being entitled to an
interest in a Bearer Global Note
Additional Financial
Centre
in respect of a Tranche of Notes, an Additional Financial Centre as specified
in the applicable Pricing Supplement
ADSL asymmetric digital subscriber line, the base variant of the DSL family of
products
Agents means the Principal Paying Agent, the Paying Agents, Transfer Agents,
Calculation Agents, Replacement Agents and the Registrar
AI means artificial intelligence
Amendment Act The Telecommunications (New Regulatory Framework) Amendment Act
2018 of New Zealand
Arranger Citigroup Global Markets New Zealand Limited
ASX the Australian Securities Exchange operated by ASX Limited (ABN 98 008
624 691)
Australian
Corporations Act
the Corporations Act 2001 of Australia
Baseband the Chorus Group's baseband product. The baseband product is a
technology neutral voice input service that is bundled with a broadband
product but can be provided on a standalone basis should a customer not
require a broadband connection
Bearer Global Notes the Temporary Global Note and the Permanent Global Note and the Bearer
Global Note means either one of them
Bearer Notes Notes in bearer form
Bitstream a stream of data in binary form
Board the board of directors of Chorus
Business Day
a day (other than a Saturday or a Sunday) on which registered banks are
generally open for business in Auckland and Wellington
CEO chief executive officer
CFO chief financial officer

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CHESS the Clearing House Electronic Sub-Register System
Chorus Chorus Limited
Chorus Group Chorus and all of its wholly-owned subsidiaries
Classic Global Note or
CGN
a Global Note not issued in New Global Note form
Clearing System Euroclear, Clearstream, Luxembourg or any other clearing system as may be
specified in the relevant Pricing Supplement
Clearstream,
Luxembourg
Clearstream Banking S.A.
CMP Regulations 2018 Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore
Conditions the terms and conditions to be endorsed on, or incorporated by reference in,
the Notes of any Series, in the form set out herein or in such other form,
having regard to the terms of the Notes of the relevant Series, as may be
agreed between the Issuer, the Guaranteeing Subsidiaries, the Principal
Paying Agent, the Trustee and the relevant Dealer(s) as modified and
supplemented by the Pricing Supplement applicable to such Series, as any
of the same may from time to time be modified in accordance with the Trust
Deed
Coupons in relation to a Bearer Definitive Note, an interest coupon
Copper Undertakings undertakings which the Issuer has entered into pursuant to the Telco Act
relating to the provision of copper products within the New Zealand
telecommunications market
Crown His Majesty the King acting in right of New Zealand
Crown Funding
Securities
The NIFF Debt Securities and NIFF Equity Securities
Dealers any person appointed as a Dealer by the Programme Agreement and any
other person which the Issuer may appoint as a Dealer and notice of whose
appointment has been given to the Principal Paying Agent and the Trustee
by the Issuer in accordance with the provisions of the Programme Agreement
but excluding any entity whose appointment has been terminated in
accordance with the terms of the Programme Agreement and notice of whose
termination has been given to the Principal Paying Agent and the Trustee by
the Issuer in accordance with the provisions of the Programme Agreement
and references to the "relevant Dealer(s)" mean, in relation to any Note, the
Dealer(s) with whom the Issuer has agreed the issue and purchase of such
Note
Deed of Amendment
and Acknowledgment
the Deed of Amendment and Acknowledgment dated 30 August 2017
between CIP and Chorus.
Deed of Operational
and Governance
Undertakings
the deed of operational and governance undertakings dated 11 November
2011 in favour of the Crown, which imposes certain operational and
governance undertakings on Chorus
Definitive Notes bearer Notes in definitive form
DSL Digital Subscriber Line, a family of communications technologies allowing
high-speed data over existing copper-based access networks in the local
loop. Globally, DSL copper based access networks are being replaced by
ultra-fast fibre based access networks

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ECB the European Central Bank
EEA European Economic Area
EU Benchmark
Regulation
Regulation (EU) No. 2016/1011
EURIBOR Euro Interbank Offered Rate
Euroclear Euroclear Bank SA/NV
Eurosystem the central banking system for the euro
EUWA European Union (Withdrawal) Act 2018, as amended
Event of Default has the meaning given to it in the Conditions
FFLAS fibre fixed line access services
Fibre Undertakings undertakings which Chorus has entered into pursuant to the Telco Act,
relating to the provision of fibre products within the New Zealand
telecommunications market
FIEA Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as
amended)
Fixed Rate Notes has the meaning given to it in the Conditions
Floating Rate Notes has the meaning given to it in the Conditions
FMCA Financial Markets Conduct Act 2013 of New Zealand
FSMA the Financial Services and Markets Act 2000, as amended
FTT
the proposed financial transaction tax proposed by the European
Commission
GB gigabytes
Gbps gigabits per second
Global Note any Temporary Global Note, Permanent Global Note or Registered Global
Note
GPON Gigabit Passive Optical Network
Guarantee a guarantee and indemnity provided pursuant to clause 5 of the Trust Deed
Guaranteeing
Subsidiaries
at any time, the Original Guarantor and any other Subsidiary of the Issuer
which, pursuant to the Clause 5.10 of the Trust Deed becomes a
Guaranteeing Subsidiary but excluding any Subsidiary which has been
released from its guarantee and indemnity pursuant to Clause 5.11 of the
Trust Deed
HSNS High-Speed Network Service
Inverse Floating Rate
Notes
means a Note with an interest rate equal to a fixed rate minus a rate based
upon a reference rate
Investor's Currency a currency, other than the Specified Currency, in which an investor's financial
activities are principally denominated
ICSDs Euroclear and Clearstream, Luxembourg

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ID Determination an Information Disclosure Determination made by the NZCC
Information
Memorandum
the Information Memorandum dated 31 October 2025, of which this glossary
forms a part
Insurance Distribution
Directive
Directive (EU) 2016/97
IP internet protocol, a communications protocol suite used for carrying data on
the internet. Within telecommunications networks globally traditional
analogue networks based on copper cables are being replaced with IP based
networks based on fibre
IPTV Internet Protocol Television, a service whereby television is delivered via the
internet or another access network
IRD the New Zealand Inland Revenue Department
Issue Date in respect of a series of Notes, the date on which such notes are issued
Issuer Chorus Limited
IT Information Technology, a generic term for any technology relating to
information processing or information transport
Layer 1 Layer 1 within the OSI model is classified as the physical layer and within a
telecommunications fixed access network this can be considered to comprise
copper and fibre cables and co-location space inside exchanges or cabinets
Layer 2
Layer 2 within the OSI model is classified as the data link layer and provides
the functional and procedural means to transfer data between network
entities. Within the telecommunications fixed access network this can be
considered to comprise the Bitstream equipment and services which transmit
basic data from one point in the network to another over the Layer 1 physical
assets
LFC a local fibre company, being an entity in which NIFF, the New Zealand
Government and a partner hold shares, and through which the investment of
NIFF and the partner in relation to the UFB programme is effected
Material Subsidiaries has the meaning given to it in the Trust Deed
Mbps megabits per second
Member State a member state of the European Economic Area
MiFID II Directive 2014/65/EU, as amended
Minister Minister for the Digital Economy and Communications
Moody's Moody's Investors Service Pty Limited
Negative Pledge the negative pledge described in Condition 6 (Negative Pledge)
New Global Note or
NGN
a Global Note which is intended to be issued in new global note form
New Zealand
Government
the elected government of New Zealand
NIFF National Infrastructure Funding and Financing Limited (previously known as
Crown Infrastructure Partners Limited).
NIFF Debt Securities The debt securities issued by Chorus to NIFF.

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NIFF Equity Securities The equity securities issued by Chorus to NIFF.
NIPA2
the Network Infrastructure Project Agreement dated 26 January 2017
between the Issuer and CIP, a public private partnership contract
Noteholder has the meaning given to it in the Conditions
Notes bearer, registered or other notes issued under the Programme
NZ Post New Zealand Post Limited
NZCC New Zealand Commerce Commission, the New Zealand competition
regulator established pursuant to the Commerce Act 1986
NZX NZX Limited, or the financial market operated by NZX, as the context requires
One NZ One New Zealand Group Limited
Open Access Deeds The Copper Undertakings, Fibre Undertakings for UFB1 and UFB2 and RBI
Undertakings. These represent a series of legally binding obligations focused
around the provision of wholesale fibre and copper services (as well as
services that are provided on a network that was constructed with funding
provided, in whole, or in part, by the Crown as part of the RBI) on a non-
discriminatory and equivalent basis
Original Guarantor Chorus New Zealand Limited, incorporated in New Zealand on 1 July 2011
with company number 3454256
OSI model the Open Systems Interconnection model, under which 'layers' subdivide the
telecommunications system from the physical assets in the ground right
through to the application on a computer being used by an end-user
Permanent Global Note has the meaning given to it in the Conditions
PONFAS Passive optical network fibre access service
Potential Event of
Default
has the meaning given to it in the Trust Deed
PQ Determination a Price-Quality Determination made by the NZCC
Premises a single building or structure located on a defined geographical site (such as
may be evidenced by a certificate of title), which has a unique physical
address recognised by NZ Post, and is occupied by or could readily be
occupied by a potential end-user
Pricing Supplement
the final terms prepared in relation to a Tranche of Notes issued under the
Programme (substantially in the form set out in the Information
Memorandum) and giving details of that Tranche
PRIIPs Regulation Regulation (EU) No 1286/2014
Principal Paying Agent Citibank, N.A., London Branch or such other person specified in the relevant
Pricing Supplement as the party responsible for calculating the Rate(s) of
Interest and Interest Amount(s) and/or such other amount(s) as may be
specified in the Relevant Pricing Supplement
Programme the Euro Medium Term Note programme described in the Information
Memorandum of which this glossary forms a part
Programme Agreement the amended and restated programme agreement dated 31 October 2025
between the Issuer, the Original Guarantor, Citigroup Global Markets New
Zealand Limited, The Hongkong and Shanghai Banking Corporation Limited

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(incorporated in Hong Kong SAR, acting through its New Zealand branch)
and MUFG Securities Asia Limited
PSTN

the Public Switched Telephone Network, a nationwide dial-up telephone
network used, or intended for use, in whole or in part, by the public for the
purposes of providing telecommunications between telephone devices
RBI Rural Broadband Initiative
Registered Global Note a registered global note in the form or substantially in the form set out in Part
C of Schedule 2 of the Trust Deed with such modifications (if any) as may be
agreed between the Issuer, the Principal Paying Agent, the Trustee and the
relevant Dealer(s), together with the copy of the applicable Pricing
Supplement annexed thereto, comprising some or all of the Registered Notes
of the same Series, issued by the Issuer pursuant to the Programme
Agreement or any other agreement between the Issuer and the relevant
Dealer(s) and the Trust Deed
Registered Notes Notes which are issued in registered form
Registrar in relation to all or any Series of the Registered Notes, Citibank, N.A., London
Branch at its office c/o Citibank, N.A., Dublin Branch 1 North Wall Quay
Dublin or, if applicable, any successor registrar
RSPs Retail Service Providers
RWT resident withholding tax
S&P Global S&P Global Ratings Australia Pty Ltd
Securities Act the United States Securities Act of 1933, as amended
SFA Securities and Futures Act 2001 of Singapore, as modified or amended from
time to time
SOFR Secured Overnight Financing Rate
Spark Spark New Zealand Limited
Specified Currency in relation to a series of Notes, has the meaning given to it in the relevant
Pricing Supplement
Specified
Denomination
in relation to a series of Notes, has the meaning given to it in the relevant
Pricing Supplement
Subsidiary
means, in respect of any person (the "first person") at any particular time,
any other person (the "second person"):
(a) Control: whose affairs and policies the first person controls or has
the power to control (directly or indirectly), whether by ownership of
share capital, contract, the power to appoint or remove members of
the governing body of the second person or otherwise; or
(b) Consolidation: whose financial statements are, in accordance with
applicable law and generally accepted accounting principles,
consolidated with those of the first person;
Talon if indicated in the applicable Pricing Supplement, talons for further coupons
on interest bearing Bearer Notes
TARGET Settlement
Day
has the meaning given to it in the Conditions
TDL the Telecommunications Development Levy imposed under the Telco Act

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TEFRA C Rules United States Treasury Regulation §1.163-5(c)(2)(i)(C)
TEFRA D Rules United States Treasury Regulation §1.163-5(c)(2)(i)(D)
Telco Act the Telecommunications Act 2001 of New Zealand
Telecom Telecom Corporation of New Zealand Limited (now Spark) prior to the
demerger with Chorus
Temporary Global Note has the meaning given to it in the Conditions
TICSA the Telecommunications (Interception Capability and Security) Act 2013 of
New Zealand
Tranche Notes subject to identical terms in all respects save that a Tranche may
comprise Notes of different denominations
Trust Deed the amended and restated trust deed dated 29 June 2022 between Chorus
Limited, Chorus New Zealand Limited and the Law Debenture Trust
Corporation p.l.c.
Trustee The Law Debenture Trust Corporation p.l.c.
TSO the Telecommunications Service Obligation recorded in the
Telecommunications Service Obligation deed
UBA unbundled bitstream access. UBA services allow RSPs direct access to the
high speed access links between the exchange and an end-user premises
that has been installed by the Chorus Group. RSPs are then able to install
their own equipment in the local access network to deliver high speed
broadband services, rather than having to utilise the Chorus Group's
equipment
UCLL unbundled copper local loop. UCLL services enable RSPs to directly access
a copper access line to deliver phone and internet services via their own
equipment
UFB ultrafast broadband
UFB Agreement means the UFB1 Agreement and/or the UFB2 Agreement
UFB network the fibre-to-the-premises network constructed pursuant to the UFB network
build
UFB1 the first phase of the UFB programme announced by the New Zealand
Government
UFB2 the second phase of the UFB programme announced by the New Zealand
Government, including UFB2+
UFB2+ means the extension of UFB2 pursuant to the Deed of Amendment and
Acknowledgment
UFB1 Agreement means the contracts entered into by Chorus relating to the Chorus Group's
participation in the first stage of the New Zealand Government's UFB
programme
UFB2 Agreement means the contracts entered into by Chorus relating to the Chorus Group's
participation in the second stage of the New Zealand Government's UFB
programme
United States
the United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia

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VDSL very high bit rate digital subscriber line, a high speed variant of the DSL family
of products
VDSL2 very high bit rate digital subscriber line, the highest speed variant of the DSL
family of products
VoIP Voice over Internet Protocol, a term used in IP telephony for managing the
delivery of voice information using the IP
Voters Holders of Notes voting (either in person or by proxy) at a meeting of
noteholders
2degrees Two Degrees New Zealand Limited

- 129 -

REGISTERED OFFICE OF THE ISSUER
Level 10, 1 Willis Street, Wellington 6011, New Zealand

REGISTERED OFFICE OF THE ORIGINAL GUARANTOR
Level 10, 1 Willis Street, Wellington 6011, New Zealand

ARRANGER

Citigroup Global Markets New Zealand Limited
Citigroup Centre, Level 11
23 Customs Street East
P.O. Box 3429
Auckland 1140
New Zealand

DEALERS

Citigroup Global Markets New Zealand
Limited
Citigroup Centre, Level 11
23 Customs Street East
P.O. Box 3429
Auckland 1140
New Zealand

The Hongkong and Shanghai Banking
Corporation Limited (incorporated in
the Hong Kong SAR, acting through its
New Zealand branch)
HSBC Tower
Level 21, 188 Quay Street
Auckland
New Zealand

MUFG Securities Asia Limited
11/F, AIA Central
1 Connaught Road Central
Hong Kong

TRUSTEE
The Law Debenture Trust Corporation p.l.c.
Eighth Floor
100 Bishopsgate
London EC2N 4AG
United Kingdom

PRINCIPAL PAYING AGENT
Citibank, N.A., London Branch
Ground Floor
1 North Wall Quay
Dublin 1
Ireland

LEGAL ADVISERS

To the Issuer and the Original Guarantor
as to English law:

To the Issuer and the Original Guarantor
as to New Zealand law:

Freshfields LLP
100 Bishopsgate
London EC2P 2SR
United Kingdom

Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand

To the Arranger and the Dealers
as to English law:

Clifford Chance
27
th
Floor, Jardine House
One Connaught Place
Central
Hong Kong

AUDITORS TO THE ISSUER
KPMG
44 Bowen Street
Wellington
New Zealand

---

30083379689-v11

10-41099051

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the '"Insurance Distribution Directive'"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018, (as
amended, (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of
the UK by virtue of the EUWA. Consequently no key information document required by Regulation (EU)
No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (as amended, the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MiFIR PRODUCT GOVERNANCE/TARGET MARKET – Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Notes has led
to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in
the FCA Handbook Conduct of Business Sourcebook ('COBS'), and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
Important Notice to Prospective Investors
Prospective investors should be aware that certain intermediaries in the context of this offering of the
Notes, including certain Dealers, are "capital market intermediaries" ("CMIs") subject to Paragraph 21
of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures
Commission (the "Code") of Hong Kong. This notice to prospective investors is a summary of certain
obligations the Code imposes on such CMIs, which require the attention and cooperation of prospective
investors.
Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or
its group companies would be considered under the Code as having an association ("Association")
with the Issuer, the CMI or the relevant group company. Prospective investors associated with the
Issuer or any CMI (including its group companies) should specifically disclose this when placing an
order for the Notes and should disclose, at the same time, if such orders may negatively impact the
price discovery process in relation to this offering. Prospective investors who do not disclose their
Associations are hereby deemed not to be so associated. Where prospective investors disclose their
Associations but do not disclose that such order may negatively impact the price discovery process in
relation to this offering, such order is hereby deemed not to negatively impact the price discovery
process in relation to this offering.

30083379689-v11
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10-41099051

Prospective investors should ensure, and by placing an order prospective investors are deemed to
confirm, that orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e.
two or more corresponding or identical orders placed via two or more CMIs). If a prospective investor
is an asset management arm affiliated with any Dealer, such prospective investor should indicate when
placing an order if it is for a fund or portfolio where the Dealer or its group company has more than 50
per cent. interest, in which case it will be classified as a "proprietary order" and subject to appropriate
handling by CMIs in accordance with the Code and should disclose, at the same time, if such
"proprietary order" may negatively impact the price discovery process in relation to this offering.
Prospective investors who do not indicate this information when placing an order are hereby deemed
to confirm that their order is not a "proprietary order". If a prospective investor is otherwise affiliated with
any Dealer, such that its order may be considered to be a "proprietary order" (pursuant to the Code),
such prospective investor should indicate to the relevant Dealer when placing such order. Prospective
investors who do not indicate this information when placing an order are hereby deemed to confirm that
their order is not a "proprietary order". Where prospective investors disclose such information but do
not disclose that such "proprietary order" may negatively impact the price discovery process in relation
to this offering, such "proprietary order" is hereby deemed not to negatively impact the price discovery
process in relation to this offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including
Private Banks) which is personal and/or confidential in nature to prospective investors. By placing an
order, prospective investors are deemed to have understood and consented to the collection,
disclosure, use and transfer of such information by the Dealers and/or any other third parties as may
be required by the Code, including to the Issuer, relevant regulators and/or any other third parties as
may be required by the Code, it being understood and agreed that such information shall only be used
for the purpose of complying with the Code, during the bookbuilding process for this offering. Failure to
provide such information may result in that order being rejected.

30083379689-v11
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10-41099051

Pricing Supplement dated 24 November 2025

Chorus Limited
Issue of EUR 400,000,000 3.529 per cent. Notes due 2032
Guaranteed by Chorus New Zealand Limited
under the U.S.$2,000,000,000
Euro Medium Term Note Programme
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Information Memorandum dated 31 October 2025. This Pricing
Supplement contains the final terms of the Notes and must be read in conjunction with such Information
Memorandum as supplemented by the additional disclosure relevant to the Notes in the Schedule
hereto.
Full information on the Issuer, the Original Guarantor and the offer of the Notes described herein is only
available on the basis of the combination of this Pricing Supplement and the Information Memorandum.
The Information Memorandum is available for viewing at Citibank, N.A., London Branch, c/o Citibank,
N.A., Dublin Branch, 1 North Wall Quay Dublin and copies may be obtained from the registered office
of the Issuer being Level 10, 1 Willis Street, Wellington 6011, New Zealand. The Information
Memorandum and, in the case of Notes listed on the ASX, the applicable Pricing Supplement, will be
made available through the ASX.

1. (i) Issuer: Chorus Limited
(ii) Guarantor: Chorus New Zealand Limited
2. (i) Series Number: 5
(ii) Tranche Number: 1
3. Specified Currency or Currencies: Euro ("EUR")
4. Aggregate Nominal Amount:

(i) Series: EUR 400,000,000
(ii) Tranche: EUR 400,000,000
5. Issue Price:
100.000 per cent. of the Aggregate Nominal
Amount

6. (i) Specified Denominations:
EUR100,000 and integral multiples of
EUR1,000 in excess thereof up to and including
EUR199,000.
No Notes in definitive form will be issued with a
denomination above EUR199,000.

(ii) Calculation Amount: EUR 1,000
7. (i) Issue Date: 26 November 2025

(ii) Interest Commencement
Date:
26 November 2025

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10-41099051

8. Maturity Date: 26 November 2032
9. Interest Basis: 3.529 per cent. Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest or
Redemption/Payment Basis:
Coupon Step-up or Coupon Step-down in the
event of Ratings Downgrade (further particulars
specified below)

12. Put/Call Options: Issuer Call
Investor Put

(further particulars specified below in item 20
and Schedule 1 to this Pricing Supplement)

13. (i) Status of the Notes: Senior
(ii) Status of the Guarantee: Senior

(iii) Date Board approval for
issuance of Notes and
Guarantee obtained:
23 October 2025
14. Method of distribution: Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions Applicable
(i) Initial Rate of Interest:
3.529 per cent. per annum payable annually in
arrear

(ii) Interest Payment Date(s):
26 November in each year commencing on (and
including) 26 November 2026
up to and
including the Maturity Date, not adjusted

(iii) Business Day Convention: No Adjustment

(iv) Additional Business
Centre(s):
Not Applicable
(v) Fixed Coupon Amount:
EUR 35.29 per Calculation Amount for any
Interest Period in respect of which the Initial
Rate of Interest applies. The Fixed Coupon
Amount payable for any Interest Period
following any Step-up Rating Change will be
modified in accordance with Condition 7(e)
(Step-up rate of interest).

(vi) Broken Amount(s): Not Applicable
(vii) Day Count Fraction: Actual/Actual (ICMA)

(viii) Other terms relating to the
method of calculating
interest for Fixed Rate
Notes:
Not Applicable

30083379689-v11
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10-41099051

(ix) Ratings Downgrade
Coupon Step-Up (Condition
7(e))
Applicable
(x) Ratings Downgrade Step-
up Margin
1.25 per cent. per annum
(xi) Minimum Volume / Coupon
Step-up (Condition 7(f))
Not Applicable

16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable
18. Variable-linked interest Note
Provisions
Not Applicable

19. Dual Currency Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
20. Call Option Applicable (in whole only, not in part)

(i) Optional Redemption
Date(s):
Any time

(ii) Optional Redemption
Amount(s) of each Note and
method, if any, of
calculation of such
amount(s):
An amount equal to the product of the
outstanding principal amount of the Notes to be
redeemed and the higher of:
(i) par (100 per cent.); and
(ii) the price (as determined by the
Determination Agent and expressed as a
percentage and rounded up to four decimal
places) at which the Gross Redemption Yield on
the Notes (if the Notes were to remain
outstanding to their original maturity) on the
Reference Date would be equal to the sum of
the Gross Redemption Yield on the Reference
Date of the Reference Bond and the Make-
Whole Margin.
The Optional Redemption Amount plus accrued
interest to the Optional Redemption Date shall
be payable in accordance with Condition 11(c)
(Redemption at the option of the Issuer).
"Determination Agent" means an independent
financial institution of international repute or
other independent financial adviser experienced
in the international capital markets, in each case
appointed by the Issuer at its own expense;
"Gross Redemption Yield" means, with
respect to the Notes and the Reference Bond,
the yield expressed as a percentage and
calculated in accordance with customary
practice in pricing new issues of comparable
debt securities paying interest on an annual
basis;
"Reference Bond" means Deutsche Bund Rate
2.500 per cent. due November 2032;

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10-41099051

"Reference Date" means the date three
Business Days prior to the Optional Redemption
Date; and
"Make-Whole Margin" means 0.20 per cent.
(iii) If redeemable in part:

(a) Minimum
Redemption
Amount:
Not Applicable

(b) Maximum
Redemption
Amount
Not Applicable
(iv) Notice period: Not less than 30 nor more than 60 days' notice,
per Condition 11(c) (Redemption at the option of
the Issuer)

21. Put Option Applicable, as modified by Schedule 1 to this
Pricing Supplement

22. Final Redemption Amount of each
Note
EUR 1,000 per Calculation Amount
23. Early Redemption Amount

Early Redemption Amount(s) per
Calculation Amount payable on
redemption for taxation reasons or
on event of default or other early
redemption and/or the method of
calculating the same (if required or
if different from that set out in the
Conditions):
EUR 1,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: Bearer Notes:

Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable
for Definitive Notes in the limited circumstances
specified in the Permanent Global Note

25. New Global Note No
26.
Intended to be held in a manner
which would allow Eurosystem
eligibility
Not Applicable
27.
Additional Financial Centre(s) or
other special provisions relating to
payment dates:
NZBD, London

"Payment Business Day":
(i) for the purposes of "NZBD" as an
Additional Financial Centre shall mean any day
on which commercial banks in New Zealand are
open for general business (including dealings in
foreign exchange and foreign currency
deposits), not being a Saturday, a Sunday, a
New Zealand "public holiday", as defined in
section 44(1)(a)-(j) of the Holidays Act 2003, or

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10-41099051

a day which is not a “New Zealand Business
Day” according to a Market Notice issued by the
New Zealand Financial Markets Association (or
its successor); and
(ii) in accordance with the Conditions, shall
also include a TARGET Settlement Day, which
shall mean any day on which the real time gross
settlement system operated by the Eurosystem
(or any successor system)
is open for the
settlement of payments in euro.
28. Talons for future Coupons or
Receipts to be attached to Definitive
Notes (and dates on which such
Talons mature):
No
29. Details relating to Partly Paid Notes:
amount of each payment
comprising the Issue Price and date
on which each payment is to be
made:
Not Applicable
30. Details relating to Instalment Notes:
amount of each instalment, date on
which each payment is to be made:
Not Applicable
31. Consolidation provisions: The provisions in Condition 19 (Further Issues)
apply

32. Other terms or special conditions:
Please see Schedule 2 to this Pricing
Supplement for supplemental disclosure

DISTRIBUTION
33.
(i) If syndicated, names and
addresses of Dealers:
Citigroup Global Markets New Zealand
Limited
Citigroup Centre
Level 11
23 Customs Street East
P.O. Box 3429
Auckland 1140
New Zealand

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom

MUFG Securities Asia Limited
11/F, AIA Central
1 Connaught Road Central
Hong Kong

(ii) Date of Subscription
Agreement:
24 November 2025

(iii) Stabilisation Manager(s) (if
any):
Not Applicable
34. If non-syndicated, name and
address of Dealer:
Not Applicable

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10-41099051

35. Total commission and concession: 0.35 per cent. of the Aggregate Nominal Amount
36. U.S. Selling Restrictions: Reg. S, Compliance Category 2; TEFRA D
37. Additional selling restrictions: Not Applicable
38 Listing and Admission to Trading Australia
(i) Listing and admission to
trading:
Application is expected to be made by the Issuer (or
on its behalf) for the Notes to be admitted to listing on
the ASX with quotation effective on or about three
business days following the Issue Date.

(ii) Estimate of total expenses
related to admission to
trading:
A fee of A$5,000 (plus goods and services tax, if any)
is payable for quotation of the Notes on the ASX

OPERATIONAL INFORMATION
39. ISIN Code: XS3227367110
38. Common Code: 322736711
39.
Any clearing system(s) other than
Euroclear Bank SA/NV and
Clearstream Banking S.A. the
relevant identification number(s):
Not Applicable
40. Delivery: Delivery against payment
41.
Names and addresses of initial
Paying Agent(s):
Citibank, N.A., London Branch
Ground Floor
1 North Wall Quay
Dublin 1
Ireland

42.
Names and addresses of
additional Paying Agent(s) (if any):
Not Applicable

GENERAL

43. Private Bank Rebate/Commission Not Applicable

44. For the purpose of the conversion
rate for programme limit purposes,
the Aggregate principal amount of
the Notes issued has been
translated into United States
dollars at the rate of EUR 1 =
U.S.$1.15, producing a sum of:
U.S.$460,000,000

45. Ratings: The Notes to be issued are expected to be rated
Baa2 by Moody's Investors Service Pty Limited
("Moody's") and BBB by S&P Global Ratings
Australia Pty Ltd ("Standard & Poor's").
A credit rating is not a recommendation to buy, sell or
hold Notes and may be subject to revision,
suspension or withdrawal at any time by the
assigning rating agency.
Credit ratings are for distribution only to a person who
is (a) not a "retail client" within the meaning of section
761G of the Corporations Act and is also a person in
respect of whom disclosure is not required under

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Parts 6D.2 or 7.9 of the Corporations Act, and (b)
otherwise permitted to receive credit ratings in
accordance with applicable law in any jurisdiction in
which the person may be located. Anyone who is not
such a person is not entitled to receive this Pricing
Supplement and anyone who receives this Pricing
Supplement must not distribute it to any person who
is not entitled to receive it.
HONG KONG SFC CODE OF CONDUCT
47.
Contact email addresses of the
Dealers where underlying investor
information in relation to omnibus
orders should be sent:
hk_syndicate_omnibus@hsbc.com.hk
dcmsydneyteam@citi.com
CMG@au.mufg.jp

48.
Marketing and Investor Targeting
Strategy
As indicated in this Pricing Supplement

Signature Page – Pricing Supplement
10-41099051
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in this
Pricing
Supplement.
Signed on behalf of Chorus Limited:
By: ............................................
Duly authorised
By: ............................................
Duly authorised
Signed on behalf of Chorus New Zealand Limited:
By: ............................................
Duly authorised
By: ............................................
Duly authorised

30083379689-v11

10-41099051

SCHEDULE 1

The Information Memorandum is hereby supplemented with the following information. Save as
otherwise defined herein, terms defined in the Information Memorandum have the same meaning when
used in this Schedule.

Condition 11(e) shall be deleted and replaced with the below:

"(e) Redemption at the option of Noteholders for Change of Control: If a Change of Control Event
occurs, the Issuer shall, at the option of the holder of any Note, redeem such Note on the
Change of Control Redemption Date in whole at its principal amount, together with accrued but
unpaid interest (if any) on such Note to (but excluding) the Change of Control Redemption Date.

In order to exercise the option contained in this Condition, the holder of a Note must, within the
Change of Control Put Period, deposit a duly completed Put Option Notice in the form
obtainable from the Paying Agent and, in the case of a Put Option Notice relating to Definitive
Notes, such Definitive Notes, with any Paying Agent. The Paying Agent with which a Note is so
deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder.

The Issuer shall cause each Change of Control Event (if any) and the relevant Change of
Control Put Period to be notified to the Principal Paying Agent, the Trustee, any stock exchange
on which the relevant Notes are for the time being listed and the Noteholders (in accordance
with Condition 20 (Notices)) as soon as practicable after the occurrence of such Change of
Control Event.

In this Condition:

"Change of Control Event" means the occurrence of both a Change of Control and a Rating
Decline.

"Change of Control" means the occurrence of an event whereby any person becomes entitled
to more than 50 per cent. of the ordinary shares entitling the holder to voting rights in the Issuer,
unless that person held such entitlement on the Issue Date.

"Change of Control Put Period" means the period of 30 days following a Change of Control
Event.

"Change of Control Redemption Date" means, in respect of a Change of Control Event, the
earlier of (i) the Maturity Date and (ii) the date that is 90 days after the occurrence of the Change
of Control Event.

"Change of Control Trigger Period" means, with respect to any Change of Control, the period
(x) commencing on the earlier of (i) the occurrence of such Change of Control and (ii) 60 days
prior to the date of the first public announcement by the Issuer or the Guarantor of such Change
of Control (or pending Change of Control) and (y) ending 90 days following consummation of
such Change of Control, provided that the Change of Control Trigger Period will be extended
following consummation of a Change of Control for so long as any of the Rating Agencies has
publicly announced that it is considering a possible ratings change for the Notes.

"Investment Grade" means in relation to the Notes:

(a) Baa3 or higher by Moody’s (or its equivalent under any successor rating category of
Moody’s); or

(b) BBB- or higher by S&P Global (or its equivalent under any successor rating category of
S&P Global).

"Rating Agency" means S&P Global Ratings, a division of S&P Global Inc. ("S&P Global") or
Moody’s Investors Service Limited ("Moody's") or any other rating agency of equivalent

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international standing engaged by the Guarantor or the Issuer to provide a rating for the Notes
and, in each case, any of their respective successors to the rating business thereof.

"Rating Decline" means, in connection with a Change of Control, the occurrence of any of the
below events within the Change of Control Trigger Period:

(a) where the Notes are rated any Rating Agency on the first day of the Change of Control
Trigger Period, the Notes cease to be rated Investment Grade by such Rating Agency;
or

(b) where the Notes are not rated by any Rating Agency on the first day of the Change of
Control Trigger Period, a rating of Investment Grade by at least one Rating Agency is
not obtained for the Notes."

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SCHEDULE 2

The Information Memorandum is hereby supplemented with the following information. Save as
otherwise defined herein, terms defined in the Information Memorandum have the same meaning when
used in this Schedule.

RECENT DEVELOPMENTS

The section "Description of the Issuer and the Original Guarantor" in the Information Memorandum shall
be supplemented with the following:

"Recent Developments

On 11 November 2025, S&P Global Ratings revised its outlook on Chorus from stable to positive and
affirmed its long-term issuer credit rating of ‘BBB’."

SUBSCRIPTION AND SALE

The section "Subscription and Sale" in the Information Memorandum shall be supplemented with the
following:

"Important Notice to CMIs (including Private Banks)

This notice to "capital market intermediaries" ("CMIs") (including Private Banks) is a summary of certain
obligations the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures
Commission (the "Code") of Hong Kong imposes on CMIs, which require the attention and cooperation
of other CMIs (including Private Banks).

Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or
its group companies would be considered under the Code as having an association ("Association")
with the Issuer, the CMI or the relevant group company. CMIs should specifically disclose whether their
investor clients have any Association when submitting orders for the Notes. In addition, Private Banks
should take all reasonable steps to identify whether their investor clients may have any Associations
with the Issuer or any CMI (including its group companies) and inform the Dealers accordingly.

CMIs are informed that the marketing and investor targeting strategy for this offering includes
institutional investors, sovereign wealth funds, pension funds, hedge funds, family offices and high net
worth individuals, in each case, subject to the selling restrictions and any MiFID II product governance
language or any UK MiFIR product governance language set out elsewhere in the Information
Memorandum.

CMIs should ensure that orders placed are bona fide, are not inflated and do not constitute duplicated
orders (i.e. two or more corresponding or identical orders placed via two or more CMIs). CMIs should
enquire with their investor clients regarding any orders which appear unusual or irregular. CMIs should
disclose the identities of all investors when submitting orders for the Notes. Failure to provide underlying
investor information for omnibus orders, where required to do so, may result in that order being rejected.
CMIs should not place "X-orders" into the order book.

CMIs should segregate and clearly identify their own proprietary orders (and those of their group
companies, including Private Banks as the case may be) in the order book and book messages.
CMIs (including Private Banks) should not offer any rebates to prospective investors or pass on any
rebates provided by the Issuer. In addition, CMIs (including Private Banks) should not enter into
arrangements which may result in prospective investors paying different prices for the Notes.

The Code requires that a CMI discloses complete and accurate information in a timely manner on the
status of the order book and other relevant information it receives to targeted investors for them to make
an informed decision. In order to do this, those Dealers in control of the order book should consider
disclosing order book updates to all CMIs.

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When placing an order for the Notes, Private Banks should disclose, at the same time, if such order is
placed other than on a "principal" basis (whereby it is deploying its own balance sheet for onward selling
to investors). Private Banks who do not provide such disclosure are hereby deemed to be placing their
order on such a "principal" basis. Otherwise, such order may be considered to be an omnibus order
pursuant to the Code. Private Banks should be aware that placing an order on a "principal" basis may
require the relevant affiliated Dealer(s) (if any) to categorise it as a proprietary order and apply the
"proprietary orders" requirements to such order.

In relation to omnibus orders, when submitting such orders, CMIs (including Private Banks) that are
subject to the Code should disclose underlying investor information in respect of each order constituting
the relevant omnibus order (failure to provide such information may result in that order being rejected).
Underlying investor information in relation to omnibus orders should consist of:

• The name of each underlying investor;
• A unique identification number for each investor;
• Whether an underlying investor has any “Associations” (as used in the Code);
• Whether any underlying investor order is a “Proprietary Order” (as used in the Code);
• Whether any underlying investor order is a duplicate order.
Underlying investor information in relation to omnibus order should be sent to:
hk_syndicate_omnibus@hsbc.com.hk, dcmsydneyteam@citi.com and CMG@au.mufg.jp
.

To the extent information being disclosed by CMIs and investors is personal and/or confidential in nature,
CMIs (including Private Banks) agree and warrant: (A) to take appropriate steps to safeguard the
transmission of such information to any OCs; and (B) that they have obtained the necessary consents
from the underlying investors to disclose such information to any OCs. By submitting an order and
providing such information to any OCs, each CMI (including Private Banks) further warrants that they
and the underlying investors have understood and consented to the collection, disclosure, use and
transfer of such information by any OCs and/or any other third parties as may be required by the Code,
including to the Issuer, relevant regulators and/or any other third parties as may be required by the
Code, for the purpose of complying with the Code, during the bookbuilding process for this offering.
CMIs that receive such underlying investor information are reminded that such information should be
used only for submitting orders in this offering. The relevant Dealers may be asked to demonstrate
compliance with their obligations under the Code, and may request other CMIs (including Private Banks)
to provide evidence showing compliance with the obligations above (in particular, that the necessary
consents have been obtained). In such event, other CMIs (including Private Banks) are required to
provide the relevant Dealer with such evidence within the timeline requested.

By placing an order, prospective investors (including any underlying investors in relation to omnibus
orders) are deemed to represent to the Dealers that it is not a Sanctions Restricted Person. A
“Sanctions Restricted Person” means an individual or entity (a “Person”): (a) that is, or is directly or
indirectly owned or controlled by a Person that is, described or designated in (i) the most current
“Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found
at: http://www.treasury.gov/ofac/downloads/sdnlist.pdf
) or (ii) the Foreign Sanctions Evaders List (which
as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the
most current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which
as of the date hereof can be found at: https://data.europa.eu/data/datasets/consolidated-list-
of-persons-
groups-and-entities-subject-to-eu-financial-sanctions?locale=en); or (b) that is otherwise the subject of
any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of the
following (i) - (vi) to the extent that it will not result in violation of any sanctions by the CMIs: (i) their
inclusion in the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be
found at:
https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI List"), (ii) their inclusion in
Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No.
960/2014 (the "EU Annexes"), (iii) their inclusion in any other list maintained by a Sanctions Authority,
with similar effect to the SSI List or the EU Annexes, (iv) them being the subject of restrictions imposed
by the U.S. Department of Commerce's Bureau of Industry and Security ("BIS") under which BIS has
restricted exports, re-exports or transfers of certain controlled goods, technology or software to such
individuals or entities; (v) them being an entity listed in the Annex to the new Executive Order of 3 June
2021 entitled “Addressing the Threat from Securities Investments that Finance Certain Companies of
the People’s Republic of China” (known as the Non-SDN Chinese Military-Industrial Complex

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Companies List), which amends the Executive Order 13959 of 12 November 2020 entitled “Addressing
the threat from Securities Investments that Finance Chinese Military Companies”; or (vi) them being
subject to restrictions imposed on the operation of an online service, Internet application or other
information or communication services in the United States directed at preventing a foreign government
from accessing the data of U.S. persons; or (c) that is located, organized or a resident in a
comprehensively sanctioned country or territory, including Cuba, Iran, North Korea, Syria, the Crimea
region of Ukraine, the Donetsk’s People’s Republic or Luhansk People’s Republic. “Sanctions
Authority” means: (a) the United Nations; (b) the United States; (c) the European Union (or any of its
member states); (d) the United Kingdom; (e) the People's Republic of China; (f) any other equivalent
governmental or regulatory authority, institution or agency which administers economic, financial or
trade sanctions; and (g) the respective governmental institutions and agencies of any of the foregoing
including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury,
the United States Department of State, the United States Department of Commerce and His Majesty’s
Treasury.

---

CLIFFORD CHANCE
高偉紳律師行
EXECUTION VERSION
3006
6058881-v13 10-41034972
(1) CHO
RUS LIMITE
D
(2) T
HE LAW DEBENTURE TRUST CORPORATIO
N p.l.c.
(3) CHORUS NEW ZEALAND LIMITED
AMENDED
AND RESTATED TRUST DEED
RELATING TO
U.S.$2,000,000,000 EURO GUARANTEED
MEDIUM
TERM NOT
E PROGRAMME

30066058881-v13

10-41034972

CONTENTS
Clause
Page
1.
Definitions and Interpretation ........................................................................................... 1
2. Amount and Issue of the Notes ....................................................................................... 12
3. Covenant to Repay .......................................................................................................... 13
4. The Notes ........................................................................................................................ 15
5. Guarantee and Indemnity ................................................................................................ 17
6. Covenant to comply with the Trust Deed ........................................................................ 21
7. Covenants by the Issuer and the Guarantors ................................................................... 22
8. Amendments and Substitution ......................................................................................... 24
9. Enforcement .................................................................................................................... 27
10. Application of Moneys .................................................................................................... 28
11. Terms of Appointment .................................................................................................... 31
12. Costs and Expenses ......................................................................................................... 37
13. Appointment and Retirement .......................................................................................... 40
14. Notices ............................................................................................................................. 42
15. Law and Jurisdiction ....................................................................................................... 44
16. Severability ...................................................................................................................... 44
17. Contracts (Rights of Third Parties) Act 1999 .................................................................. 45
18. Counterparts .................................................................................................................... 45
Schedule 1 Terms and Conditions of the Notes ....................................................................... 46
Schedule 2 ................................................................................................................................ 94
Part A Form of Temporary Global Note .................................................................................. 94
Part B Form of Permanent Global Note ................................................................................. 107
Part C Form of Registered Global Note ................................................................................. 117
Part D Form of Definitive Bearer Note.................................................................................. 124
Part E Form of Definitive Registered Note............................................................................ 127
Part F Form of Receipt ........................................................................................................... 132
Part G Form of Coupon.......................................................................................................... 133
Part H Form of Talon ............................................................................................................. 135
Part I Provisions for Meetings of Noteholders ...................................................................... 136
Schedule 3 Form of Supplemental Deed Introducing a New Guarantor ............................... 151
Schedule 4 Form of Supplemental Deed Releasing a Guarantor ........................................... 155

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THIS TRUST DEED is made on 29 June 2022
BETWEEN
(1) CHORUS LIMITED (the "Issuer");
(2) CHORUS NEW ZEALAND LIMITED (the "Original Guarantor"); and
(3) THE LAW DEBENTURE TRUST CORPORATION p.l.c. (the "Trustee", which
expression includes, where the context admits, all persons for the time being the trustee
or trustees of this Trust Deed).
WHEREAS
(A) The Issuer has authorised the establishment of a Euro Guaranteed Medium Term Note
Programme pursuant to which the Issuer may issue from time to time Notes as set out
herein (the "Programme"). In connection with the Programme, the Issuer, the Original
Guarantor and the Trustee entered into a trust deed dated 30 August 2011, as most
recently amended and restated on 10 April 2019 (the "Original Trust Deed"). The
Issuer and the Original Guarantor have updated the Programme by, inter alia, amending
and restating the Original Trust Deed by the terms of this amended and restated Trust
Deed. Notes up to a maximum nominal amount from time to time outstanding of
U.S.$2,000,000,000 (subject to increase as provided in the Programme Agreement (as
defined below)) (the "Programme Limit") may be issued pursuant to the said
Programme.
(B) The Original Guarantor has authorised the giving of its guarantee in relation to all Notes
to be issued under the Programme.
(C) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and
conditions.
NOW THIS TRUST DEED WITNESSES AND IT IS HEREBY DECLARED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Trust Deed the following expressions have the following meanings:
"Agents" means, in relation to the Notes of any Series, the Principal Paying Agent, the
other Paying Agents, the Transfer Agents and any Calculation Agent or Registrar, and
"Agent" means any of them;
"Applicable Law" means any law or regulation;
"Appointee" means any delegate, agent, nominee or custodian appointed pursuant to
the provisions of this Trust Deed;
"Auditors" means the auditors for the time being of the Issuer or, as the context may
require, a Guarantor (which shall in each case be a qualified auditor as defined in the
Financial Reporting Act 2013, if so required by that Act) and, if there are joint auditors,

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means all or any one of such joint auditors or, in the event of any of them being unable
or unwilling to carry out any action requested of them pursuant to this Trust Deed,
means such other firm of chartered accountants in New Zealand as may be nominated
in writing by the Trustee for the purpose;
"Authorised Signatory" means:
(a) in relation to the Issuer, any Director of the Issuer or any other person or persons
notified to the Trustee by any such Director as being an Authorised Signatory
pursuant to sub-clause 7.17 (Authorised Signatories); and
(b) in relation to a Guarantor, any Director of the Guarantor or any other person or
persons notified to the Trustee by any Director of the Guarantor as being an
Authorised Signatory pursuant to sub-clause 7.17 (Authorised Signatories);
"Authority" means any competent regulatory, prosecuting, Tax or governmental
authority in any jurisdiction;
"Bearer Notes" means Notes issued in bearer form;
"Calculation Agent" means, in relation to the Notes of any Series, the Principal Paying
Agent or such other Person specified in the relevant Pricing Supplement as the party
responsible for calculating the Rate(s) of Interest and Interest Amount(s) and or such
other amount(s) as may be specified in the relevant Pricing Supplement;
"CGN Global Note" means any CGN Permanent Global Note, CGN Registered Global
Note or CGN Temporary Global Note;
"CGN Permanent Global Note" means a Permanent Global Note representing Notes
for which the relevant Pricing Supplement specifies that the New Global Note form is
not applicable;
"CGN Registered Global Note" means a Registered Global Note representing Notes
for which the relevant Pricing Supplement specifies that the New Global Note form is
not applicable;
"CGN Temporary Global Note" means a Temporary Global Note representing Notes
for which the relevant Pricing Supplement specifies that the New Global Note form is
not applicable;
"Clearstream, Luxembourg" means Clearstream Banking S.A.;
"Code" means the U.S. Internal Revenue Code of 1986, as amended;
"Common Safekeeper" means an ICSD in its capacity as common safekeeper or a
person nominated by the ICSDs to perform the role of common safekeeper;
"Conditions" means the terms and conditions to be endorsed on, or incorporated by
reference in, the Notes of any Series, in the form set out in Schedule 1 or in such other
form, having regard to the terms of the Notes of the relevant Series, as may be agreed
between the Issuer, the Guarantors, the Principal Paying Agent, the Trustee and the
relevant Dealer(s) as modified and supplemented by the Pricing Supplement applicable

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to such Series, as any of the same may from time to time be modified in accordance
with this Trust Deed and any reference in this Trust Deed to a particular numbered
Condition shall be construed in relation to the Notes of such Series accordingly;
"Contractual Currency" means, in relation to any payment obligation of any Note,
the currency in which that payment obligation is expressed and, in relation to
Clause 12.1 (Remuneration), pounds sterling or such other currency as may be agreed
between the Issuer and the Trustee from time to time;
"Couponholder" means the holder of a Coupon;
"Coupons" means any bearer interest coupons in or substantially in the form set out in
Part F of Schedule 2 appertaining to the Bearer Notes of any Series and for the time
being outstanding or, as the context may require, a specific number thereof and includes
any replacement Coupons issued pursuant to Condition 16 (Replacement of Notes and
Coupons) and, where the context so permits, the Talons appertaining to the Bearer
Notes of such Series;
"Dealers" means any person appointed as a Dealer by the Programme Agreement and
any other person which the Issuer may appoint as a Dealer and notice of whose
appointment has been given to the Principal Paying Agent and the Trustee by the Issuer
in accordance with the provisions of the Programme Agreement but excluding any
entity whose appointment has been terminated in accordance with the terms of the
Programme Agreement and notice of whose termination has been given to the Principal
Paying Agent and the Trustee by the Issuer in accordance with the provisions of the
Programme Agreement and references to the "relevant Dealer(s)" mean, in relation to
any Note, the Dealer(s) with whom the Issuer has agreed the issue and purchase of such
Note;
"Definitive Bearer Note" means a Bearer Note in definitive form issued or, as the case
may require, to be issued by the Issuer in accordance with the provisions of the
Programme Agreement or any other agreement between the Issuer and the relevant
Dealer(s) in exchange for either a Temporary Global Note or part thereof or a
Permanent Global Note (all as indicated in the applicable Pricing Supplement), such
Bearer Note in definitive form being in the form or substantially in the form set out in
Part D of the Schedule 2 with such modifications (if any) as may be agreed between the
Issuer, the Principal Paying Agent, the Trustee and the relevant Dealer(s) and having
the Conditions endorsed thereon or, if permitted by the relevant Stock Exchange,
incorporating the Conditions by reference (where applicable to this Trust Deed) as
indicated in the applicable Pricing Supplement and having the relevant information
supplementing, replacing or modifying the Conditions appearing in the applicable
Pricing Supplement endorsed thereon or attached thereto and (except in the case of a
Zero Coupon Note in bearer form) having Coupons and, where appropriate, Receipts
and/or Talons attached thereto on issue;
"Definitive Note" means a Definitive Bearer Note and/or, as the context may require,
Definitive Registered Note;
"Definitive Registered Note" means a Registered Note in definitive form issued or, as
the case may require, to be issued by the Issuer in accordance with the provisions of the
Programme Agreement or any other agreement between the Issuer and the relevant

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Dealer(s), the Paying Agency Agreement and these presents in exchange for a
Temporary Global Note, a Permanent Global Note or a Registered Global Note (all as
indicated in the applicable Pricing Supplement), such Registered Note in definitive
form being in the form or substantially in the form set out in Part E of Schedule 2 with
such modifications (if any) as may be agreed between the Issuer, the Principal Paying
Agent, the Trustee and the relevant Dealer(s) and having the Conditions endorsed
thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions
by reference (where applicable to this Trust Deed) as indicated in the applicable Pricing
Supplement and having the relevant information supplementing, replacing or
modifying the Conditions appearing in the applicable Pricing Supplement endorsed
thereon or attached thereto and having a form of transfer endorsed thereon;
"Director" means any Director of the Issuer (or a Guarantor, as applicable) from time
to time;
"Dual Currency Note" means a Note on which rate or amount of interest payable is
calculated by reference to an exchange rate on such dates and in such manner as may
be agreed between the Issuer and the relevant Dealer(s) (as indicated in the relevant
Pricing Supplement);
"Euroclear" means Euroclear Bank SA/NV;
"Event of Default" means any one of the circumstances described in Condition 14
(Events of Default and Enforcement) but (in the case of any of the events described in
paragraphs (c), (d), (f) or (or in the case of any event having an analogous effect to (c),
(d) or (f)) (g) thereof in relation to the Issuer or a Guarantor) only if such event is,
pursuant to the provisions of Condition 14 (Events of Default and Enforcement),
certified by the Trustee to be materially prejudicial to the interests of the Noteholders;
"Extraordinary Resolution" has the meaning set out in Schedule 2, Part I;
"FATCA Withholding" means any withholding or deduction required pursuant to an
agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to
Sections 1471 through 1474 of the Code (or any regulations thereunder or official
interpretations thereof) or an intergovernmental agreement between the United States
and another jurisdiction facilitating the implementation thereof (or any law
implementing such an intergovernmental agreement);
"Pricing Supplement" has the meaning ascribed to it in the Terms and Conditions;
"Fixed Rate Note" means a Note on which interest is calculated at a fixed rate payable
in arrear on a fixed date or dates in each year and on redemption or on such other dates
as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the
relevant Pricing Supplement);
"Floating Rate Note" means a Note on which interest is calculated at a floating rate
payable at intervals of one, two, three, six or twelve months or at such other intervals
as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the
relevant Pricing Supplement);

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"Global Note" means, any Temporary Global Note, Permanent Global Note,
Registered Global Note and includes CGN Global Notes and NGN Global Notes;
"Group" means the Issuer and its Subsidiaries from time to time;
"Guarantee" means the guarantee and indemnity provided by the Guarantors under
Clause 5;
"Guaranteeing Subsidiary" means, at any time, the Original Guarantor and any other
Subsidiary which, pursuant to Clause 5.10 becomes a Guaranteeing Subsidiary but
excluding any Subsidiary which has been released from its guarantee and indemnity
pursuant to Clause 5.11;
"Guarantors" means, at any time, the Guaranteeing Subsidiaries at that time;
"ICSDs" means Clearstream, Luxembourg and Euroclear;
"Issue Date" means, in relation to any Note, the date of issue of such Note pursuant to
the Programme Agreement or any other relevant agreement between the Issuer, the
Guarantors and the relevant Dealer(s);
"Interest Commencement Date" means, in relation to any interest-bearing Note, the
date specified in the relevant Pricing Supplement from which such Note bears interest
or, if no such date is specified therein, the Issue Date;
"Liabilities" means any loss, damage, cost, charge, claim, demand, expense (including
legal expenses), judgment, action, proceeding or other liability whatsoever (including,
without limitation, in respect of taxes, duties, levies, imposts and other charges) and
including any value added tax, goods and service
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Chorus prices Euro 400 million EMTN Chorus EMTN tender offer – results

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