Capital Change Notice

Capital Change Notice







Notice of issue of ordinary shares under Spark New Zealand’s Long Term Incentive Scheme (“ LTI
Scheme”).
This notice is given under NZX Listing Rule 3.13.1 and 3.15.2 and relates to the exercise and
conversion of options into ordinary shares under Sparks LTI Scheme.
Section 1: Issuer information
Name of issuer Spark New Zealand Limited (Spark NZ)
NZX ticker code SPK
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZTELE0001S4
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed
20,827 ordinary shares issued pursuant to
the LTI Scheme
Nominal value (if any) N/A
Issue/acquisition/redemption price per security No consideration payable.
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

0.0011% of the ordinary shares in Spark
NZ (based on the number of ordinary
shares currently on issue)
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of ordinary shares following the
conversion of options under the LTI
Scheme, approved by the Spark NZ Board
on 17 August 2023 and 17 February 2026
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
4,902,224 options
1,890,130,108 ordinary shares
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A

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

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Spark NZ LTI Scheme and Board
resolution dated 17 August 2023 and 17
February 2026 for the purposes of NZX
Listing Rule 4.9.1(b)(i).
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Terms and details of the issue are set out
in the LTI Scheme Rules. The ordinary
shares issued on vesting and exercise of
options will rank pari passu with existing
ordinary shares.
Date of issue/acquisition/redemption
2
26/02/2026
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

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

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

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

26/02/2026

Listing Rule 3.15.2


a) Number of Financial Products converted and
the number and class of Quoted Financial
Products into which they have been
converted.



b) Details of any interest or dividend
conditions attaching to the Financial Products
into which they have been converted.

c) Number of Financial Products of the same
class that remain to be converted.






20,827 options converted into 20,827 ordinary
shares pursuant to the terms of the SPK LTI
Scheme.


None – to rank pari passu with the ordinary shares
in SPK on issue.

4,278,799 options pursuant to the SPK LTI
Scheme and 623,425 options pursuant to the SPK
TDI Scheme.


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