What did Spark New Zealand Limited announce?

Spark New Zealand Limited (NZX: SPK) filed “Spark New Zealand Limited FY26 Results” with NZX on 19 August 2026, as a full year results announcement.

From the announcement:“"In July we announced a strategic review into the areas identified as outside core operations, including cloud and IT services, which now form part of the Digital Services division.”
When was it filed?
19 August 2026
Where is the original?
NZX announcement
Spark New Zealand Limited logo

Spark New Zealand Limited FY26 Results

Full Year Results19 August 2026SPKCommunication Services

Spark New Zealand Limited
ARBN 050 611 277 Spark City, Level 1, 50 Albert Street, Private Bag 92028, Auckland, New Zealand





MARKET RELEASE – Thursday, 20 August 2026

EMBARGOED UNTIL [DATE] [delete this row if not required]

Mobile service revenue returns to growth as Spark advances

SPK-30 strategy

• Delivered FY26 results within guidance:

o Reported revenue¹ of $3,949 million increased 6.0%; adjusted revenue of $3,700 million

unchanged

o Reported EBITDAI² of $1,295 million increased 23.0%; adjusted EBITDAI of $1,035 million

declined 2.4%

o Reported NPAT³ of $499 million increased 91.9%; adjusted NPAT of $225 million declined 0.9%

o BAU capital expenditure was $401 million, flat on FY25

o Free cash flow (FCF) increased 18.5% to $308 million

• First year of SPK-30 strategy execution delivered mobile revenue up 4.4%, mobile service revenue

back in growth at +1.1%, and $40 million in productivity benefits

• Completion of data centre transaction returning net debt to targeted levels

• Board declared a final dividend of 8 cents per share, taking the total FY26 dividend to 16 cents per

share

4

, representing 100% of FCF


Spark New Zealand (Spark) today announced its FY26 results, with the first year of its SPK-30 strategy

delivering a return to mobile service revenue growth, strong free cash flow growth, ongoing cost

reduction, and a strengthened balance sheet following completion of the data centre transaction.


Spark Chair Justine Smyth said “Our SPK-30 strategy reflects clear choices about where Spark can build

sustainable competitive advantage and deliver improved shareholder returns over time. We are

encouraged by the progress made during this first year of execution, and by the momentum in areas

where we have concentrated effort and investment, particularly mobile.


“With an 18.5% increase in free cash flow to $308 million, the total FY26 dividend is 16 cents per share

4

,

representing a 100% payout ratio, in line with guidance.


“The Board remains focused on ensuring Spark’s portfolio supports the strategic choices we have made

and strengthens long-term performance. During the year we completed the sale of a 75% stake in our

data centre business, generating $462 million in net proceeds and returning debt to targeted levels. Our

retained 25% interest enables Spark to continue participating in the significant long-term growth

opportunity in the sector.


"In July we announced a strategic review into the areas identified as outside core operations, including

cloud and IT services, which now form part of the Digital Services division. This review will assess how to

maximise the value and returns generated by this division for shareholders and is expected to be

completed during the first half of FY27.”


FY26 performance


Spark’s FY26 financial results include reported and adjusted figures (see note to editors).

Reported

revenue of $3,949 million increased 6.0%, while adjusted revenue of $3,700 million remained unchanged

from FY25.


Mobile revenues increased 4.4% to $1,517 million, with mobile service revenue growing 1.1% to $998

million – supported by strong ARPU

5

growth in the consumer and SME

6

segment, as innovation in

product and customer experience delivered more value and choice for customers. Spark saw ongoing

Spark New Zealand Limited
ARBN 050 611 277 Spark City, Level 1, 50 Albert Street, Private Bag 92028, Auckland, New Zealand



connection and ARPU stabilisation in price-driven categories of the market, including its domestic

prepaid base and enterprise and government.


Broadband revenue declined 2.0% to $596 million in a highly competitive, price-driven market, while

gross margin grew through product cost management. Business connectivity revenue declined 9.9% to

$327 million due to the divestment of Digital Island, the transition from legacy managed data and

network products to modern solutions, and the timing of IoT hardware sales, partially offset by continued

IoT connection growth.


In Digital Services, cloud revenue remained broadly flat at $233 million, as 20% growth in public cloud

was offset by the continued transition away from higher-margin private cloud. IT Services revenue

decreased 10.3% to $104 million, reflecting lower project activity in the subdued economic environment

and the ongoing migration of legacy services.


Reported EBITDAI of $1,295 million increased 23.0%, primarily due to the gain on sale of the data centre

transaction. Adjusted EBITDAI of $1,035 million declined 2.4%, primarily reflecting declines in digital

services, the continued decline in legacy voice – which now represents only 3.2 % of overall revenue –

and five fewer months of data centre earnings following the sale partway through the year.


Mobile growth and $40 million in productivity benefits partially offset these impacts. Continued mobile

momentum, further cost reduction, diminishing legacy products, and ongoing portfolio management are

expected to support EBITDAI growth in future years.


Reported NPAT of $499 million increased 91.9%, while adjusted NPAT of $225 million was down 0.9%

on FY25. Free cash flow increased 18.5% to $308 million, supported by strong financial management.


Spark CEO Jolie Hodson said the result reflected strong execution in the areas that matter most to

customers.


"Our focus this year was on turning the SPK-30 strategy into better outcomes for our customers and

measurable performance improvements for our shareholders.


“Mobile service revenue returned to growth as we continued to build in more value for our customers.

We delivered New Zealand’s first Kids Plan, introduced better roaming experiences, and launched

satellite-to-mobile capability. We completed the nationwide shutdown of our 3G network on time and to

plan, freeing up spectrum to support the ongoing expansion of 5G.


“Returning to EBITDAI growth remains a focus, and we are clear on what will deliver it – building on the

healthy mobile growth we saw this year, embedding structural productivity improvements across our

business, reducing our exposure to declining legacy products, and further simplifying our portfolio.


"Our strategic focus on better network and customer experiences is delivering tangible results, with

Spark retaining leadership in 4G and 5G mobile coverage experience in New Zealand

7

and improving

customer experience for the sixth year in a row.


“We are scaling our use of AI to make it easier for customers to get the help they need, and embedding

new technology partnerships to improve efficiency and access global innovation. Our people are pivotal

to our success, and we were pleased to grow employee engagement 11 points during the year. We have

started FY27 with growing momentum in our core business and a clear path to deliver better outcomes

for customers and sustainable value for shareholders.”


FY27 guidance


Spark provided the following guidance for FY27, subject to no material adverse change in operating

outlook:

• Adjusted EBITDAI: $1,010-$1,080 million

• Free cash flow: $300-$350 million

• BAU capital expenditure

8

: $350-$380 million

Spark New Zealand Limited
ARBN 050 611 277 Spark City, Level 1, 50 Albert Street, Private Bag 92028, Auckland, New Zealand



• Dividend payout ratio: Dividend guidance based on a payout ratio of 90-100% of FCF, supported

by a target

9

FY27 dividend range of 16-18 cents per share


Notes to Editors:


Spark’s FY26 financial results include reported and adjusted figures, as follows:


Reported

Reported results include continuing operations and removes the results of the data centre business,

which is classified as a discontinued operation. This means data centre net earnings are disclosed

separately in the financial statements.


Adjusted

Adjusted results include the earnings of the data centre business up until the point of sale, while

excluding the $278 million gain on sale, and in FY25 remove the $71 million gain on sale from the

Connexa stake and the $53 million of transformation costs. This provides a like-for-like, year-on-year

performance comparison. A detailed reconciliation is contained on page 9 of Spark’s detailed FY26

financial statements.


Footnotes


[1] Operating revenues and other gains

[2] Earnings before finance income and expense, income tax, depreciation, amortisation and net

investment income (EBITDAI) and capital expenditure (CAPEX) are non-Generally Accepted Accounting

Principles (non-GAAP) performance measures. Free cash flow is also a non-GAAP measure and is

defined on page 7 of Spark’s detailed KPIs

[3] Net profit after tax

[4] 50% imputed

[5] Average revenue per user

[6] Small and medium enterprises.

[7] Spark ranked first for overall coverage experience and 5G coverage experience, as awarded by

Opensignal in the October 2025 NZ Mobile Network Experience report

[8] BAU capital expenditure excludes strategic capital expenditure. In FY26, strategic capital expenditure

included investment associated with the data centre business ahead of completion of the transaction,

which supported the higher sale price achieved through the transaction.

[9] The target FY27 dividend range of 16-18 cents per share is intended to provide investors with a

clearer expected dividend outcome than a payout ratio alone, while maintaining the discipline of linking

dividends to free cash flow generation. Final dividend decisions remain subject to Board approval.


#Ends


Authorised by:

Rodney Deacon

Finance Lead Partner – Investor Relations & Commercial



For more information contact

For media queries please contact:

Althea Lovell

Corporate Affairs Lead Partner

+64 21 222 2992

althea.lovell@spark.co.nz

For investor queries please contact:

Rodney Deacon

Finance Lead Partner – Investor Relations & Commercial

+64 21 631 074

rodney.deacon@spark.co.nz

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)




Results for announcement to the market

Name of issuer Spark New Zealand Limited

Reporting Period 12 months to 30 June 2026

Previous Reporting Period 12 months to 30 June 2025

Currency NZD - New Zealand Dollar

Amount (000s) Percentage change

Revenue from continuing

operations

NZD$3,949,000 6%

Total Revenue NZD$3,978,000

1

5.5%

Net profit/(loss) from

continuing operations

NZD$486,000 92.9%

Total net profit/(loss) NZD$499,000 91.9%

Interim/Final Dividend

Amount per Quoted Equity

Security

NZD$0.08000000 (comprised only of an ordinary dividend)

Imputed amount per Quoted

Equity Security

NZD$0.01555556

Record Date 11 September 2026

Dividend Payment Date 02 October 2026

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security (in

dollars and cents per

security)

As at 30 June 2026: NZD$0.46 As at 30 June 2025: NZD$0.38

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

In FY26 and FY25, the data centre business is classified as a

discontinued operation, and its results are included in the total

revenue and total net profit/(loss). Changes in Spark’s total

earnings from continuing and discontinued operations before

finance income and expense, income tax, depreciation,

amortisation and net investment income (adjusted total

EBITDAI) are provided in the addendum.

Authority for this announcement

Name of person


authorised

to make this announcement

Stewart Taylor, Chief Financial Officer

Contact person for this

announcement

Rodney Deacon Finance Lead Partner – Investor Relations &

Commercial

Contact phone number +64 21 631 074

Contact email address investor-info@spark.co.nz

Date of release through MAP


20 August 2026


Audited financial statements accompany this announcement.



Addendum:


Amount (000s) Percentage

change

Adjusted total EBITDAI (adjusted total earnings from

continuing and discontinued operations before finance

income and expense, income tax, depreciation,

amortisation and net investment income)

2


NZD$1,035,000 (2.4%)


1

Total Revenue includes revenue from continuing and discontinued operations.

2

Adjustments in the FY26 adjusted earnings from continuing and discontinued operations

before finance income and expense, income tax, depreciation, amortisation and net investment

income (adjusted total EBITDAI) reflected the impact of the net gain on sale of data centre

business of $278 million.

Adjustments in the FY25 adjusted total EBITDAI reflected the impact of the net gain on sale of

the remaining Connexa investment of $71 million and the transformation costs associated with

Spark’s SPK-26 Operate Programme amounted to $53 million.

Adjusted total EBITDAI is a non-GAAP measure which is defined and reconciled in note 2.5 of

Spark’s financial statements.

---

Distribution Notice







Section 1: Issuer information

Name of issuer Spark New Zealand Limited

Financial product name/description Ordinary shares

NZX ticker code SPK

ISIN (If unknown, check on NZX

website)

NZ TELE0001S4

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies Yes

Record date 11 September 2026 AUST, NZ & USA;

Ex-Date (one business day before the

Record Date)

10 September 2026 AUST & NZ;

11 September 2026 USA

Payment date (and allotment date for

DRP)

02 October 2026 AUST & NZ;

12 October 2026 USA

Total monies associated with the

distribution

1


NZD$151,210,409

(1,890,130,108 shares @ $0.080 per share)

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD – New Zealand Dollar

Section 2: Distribution amounts per financial product

Gross distribution

2

NZD$0.09555556

Gross taxable amount

3

NZD$0.09555556

Total cash distribution

4

NZD$0.08000000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount NZD$0.00705882

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.




Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

6


16%

Imputation tax credits per financial

product

NZD$0.01555556

Resident Withholding Tax per

financial product

NZD$0.01597778

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

0%

Start date and end date for

determining market price for DRP

Start date: 10 September

2026

End date: 16 September

2026

Date strike price to be announced (if

not available at this time)

17 September 2026

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New Issue

DRP strike price per financial product


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

14 September 2026

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Stewart Taylor, Chief Financial Officer

Contact person for this

announcement

Rodney Deacon, Finance Lead Partner - Investor

Relations and Commercial

Contact phone number +64 21 631 074

Contact email address investor-info@spark.co.nz

Date of release through MAP


20 August 2026







6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

Spark Annual
Repor t FY26

For running header don't delete
B

About this report1

About Spark2

Creating value for our shareholders4

Performance snapshot6

Chair’s address8

CEO review10

How we create value12

Our performance14

Our Board and Leadership Team18

Our customers20

Our network and technology26

Our environment30

Our communities34

Our people38

Remuneration Report44

Governance53

Risk management67

Contents

Financial statements

Financial statements 69

Notes to the financial statements75

Independent auditor's report122

Appendix

Spark’s managing risk framework roles and responsibilities 126

Sustainability appendix127

Glossary131

Contact details132

Tahutahuna

te Kora

Papā te whatitiri,

hikohiko te uira

Ko te pae anamata,

whakamaua, kia ngita

Kei reira te kora e

pūrātoke ana

Kua kitea te kora

e pūrātoke ana

Mā wai rā te kora e tutungi,

e poipoi?

Mā tātou te kora e tutungi,

e poipoi

Tahutahuna te kora, (hī!)

te kora whitawhita, (hī!)

te kora tangata ēi!

The thunder peels,

the lightning flashes

Fix your attention

to the future horizon and secure it

There, is a small gleaming fragment

We have found the small

gleaming fragment

Who will light and nurture

this spark?

It is us who will light and nurture

the spark!

Set fire to the spark, yes!

The zealous spark, yes!

The spark of humanity!

A karakia is a traditional opening used in Aotearoa to

focus attention on the work ahead. In this context, it

marks the beginning of this report. This karakia was

developed specifically for Spark and reflects our role

in shaping Aotearoa’s future.

Spark New Zealand Annual Report FY261
About this report

• This report covers the activities of Spark New Zealand

Limited and its subsidiaries for the period 1 July 2025 to

30 June 2026.

• This is an integrated report that covers our financial

performance alongside the economic, social, and

environmental factors that underpin our short, medium,

and long-term value creation for our shareholders and

other stakeholders.

• To inform our approach we have applied the Integrated

Reporting <IR> Framework and the Global Reporting

Initiative (GRI) standards, two widely adopted global

reporting standards. See pages 63 – 66 for more

information on our approach to sustainability reporting.

• This Annual Report is published alongside a suite of other

disclosures, including our Corporate Governance

Statement, Climate-related Disclosures Report, our Modern

Slavery and Human Rights Statement, and our

Environmental, Social and Governance (ESG) Data Pack.

• For the full suite of FY26 disclosures please visit

spark.co.nz/governance.

• This report is dated 20 August 2026 and is signed on behalf

of the Board of Spark New Zealand Limited by Justine

Smyth, Chair; and Lindsay Wright, Chair Audit and Risk

Management Committee.

FY26 reporting suite

Spark Annual

Repor t FY26

Modern Slavery

and Human Rights

Statement FY26

Corporate

Governance

Statement

FY26

Climate-related

Disclosures

Repor t FY26

Lindsay Wright

Chair Audit and Risk

Management Committee

Justine Smyth CNZM

Chair

2 About Spark
Market share in mobile

and broadband

1,2

For widest mobile

network coverage

experience

(4G and 5G)

3


#

1

#

1

Spark is New Zealand’s largest telecommunications

company. Our customers range from individual

New Zealanders and households to small businesses,

government, and large enterprise clients. Across all

our services – mobile, broadband, and digital connectivity

– we have relevance for almost every New Zealander.

About

Spark

1. IDC New Zealand mobile service revenue market share report as at 30 June 2026.

2. 2025 Telecommunications Monitoring Report, National retail broadband market share.

3. Spark ranked first for overall coverage experience and 5G coverage experience, as awarded by Opensignal in the October 2025 NZ Mobile Network

Experience report.

4. Total headcount as of 30 June 2026. Spark FTE (full time employee) number is 3,317 as of 30 June 2026.

5. Spark’s network connects 99% of the population across New Zealand, in areas where people work and live. Population coverage is calculated by

measuring the percentage of address points that fall within the predicted coverage area generated by Spark’s propagation model.

6. Includes Spark active equipment on 1,600 third party towers, 572 Rural Connectivity Group (RCG) towers and 90 small cells active at 30 June 2026.

Spark New Zealand Annual Report FY263
2.5m

devices connected to our Internet

of Things (IoT) network

60%+

of the population reached by our

5G network

5

+42

customer interaction

net promoter score

58

retail stores

3, 416

employees

4

99%

of New Zealanders reached

by our 4G network

5

24

regional business hubs

110 k+

small-medium

business customers

629k

broadband connections

2.6m

mobile connections

1,100+

enterprise and

government customers

2,262

mobile sites housing our active

infrastructure

6

4 Creating value for our shareholders
Creating value for

our shareholders

During FY26 we released SPK-30, our new five-year strategy, which

focuses Spark on our biggest strength – connecting New Zealanders

when and where it matters.

The strategy includes four key focus areas – growing core

connectivity, simplifying and optimising beyond the core in digital

services, and delivering a better network and better customer

experiences to differentiate Spark with customers. These priorities

are enabled by a focus on people and culture, embedding

technologies such as AI across Spark, disciplined financial

management, and an enduring commitment to sustainability.

Our ambition over the next five years is It’s better with Spark. Whether

it’s the returns we deliver to our shareholders, our network

performance, our customer experiences, or the culture we create

with our people – we want it to be better with Spark.

Since the strategy launched in September 2025, we have made

significant progress embedding it across the business.

Lead in core connectivity

We have focused our resources and investment where returns are

highest, with mobile central. We delivered a strong pipeline of

mobile product innovation, increased marketing investment to

support growth in a highly competitive market, and continued to

invest behind better retail and digital customer experiences. As a

result, we’ve delivered strong overall mobile revenue growth,

returned mobile service revenue to growth, and continued to

stabilise more price-driven segments.

Simplify and optimise beyond the core

We made significant progress simplifying our IT services and cloud

businesses – including rationalisation of product sets, reducing

labour costs in line with changing revenues, migrating customers

from legacy products to modern alternatives, and embedding new

global partnerships with Microsoft and HPE to improve efficiency and

access global capability.

In line with the strategic choices made under SPK-30, at the start of

FY27 we announced a transition to a new organisational structure

comprising two divisions – Connectivity and Digital Services – with a

strategic review of the Digital Services division now underway. The

review will assess how to maximise shareholder value from this part

of Spark in the future.

Better network

Our network performance is critical to our competitive advantage in

connectivity. In FY26, we reaffirmed our network leadership, ranking

first for overall mobile network coverage experience for 4G and 5G

1


as independently assessed by Opensignal. Following our build of a

5G Standalone network in FY25, we launched a trial of 5G+, giving

customers access to prioritised connectivity during congested events.

We also added satellite-to-mobile services and completed the

shutdown of our 3G network on time and to plan, enabling us to

repurpose spectrum for more modern 4G and 5G mobile connectivity.

Better customer experiences

We continued to invest in both our digital and in-store experience to

make our customers’ interactions with us easier and more effective.

We’ve updated our website and refreshed our MySpark app to make

it easier for customers to find what they’re looking for, and kicked off

a programme to redesign our retail spaces with a new layout that

brings our online and in-store experience together. When combined

with our focus on resolving issues more quickly for our customers,

this has seen our interaction net promoter score increase for the sixth

consecutive year.

1. Spark has ranked first for overall coverage experience and 5G coverage

experience, as awarded by Opensignal in the October 2025 NZ Mobile

Network Experience report.

Spark New Zealand Annual Report FY265
Enablers of our strategy

Throughout the year we continued to strengthen the fundamentals

of the business.

We delivered further significant cost reductions with productivity

savings of $40 million, returned net debt to targeted levels, and grew

free cash flow.

We’re also making progress towards embedding AI into our

operations for enterprise-wide process efficiency, with use cases

across our customer care and sales teams already resulting in better

customer experiences.

We increased employee engagement by 11 percentage points and

continued to invest in learning and development opportunities for

our people. Our emissions are tracking 59% below our FY20

baseline, ahead of the pathway required to meet our science-based

target, and over 38,000 homes are now connected through our

not-for-profit broadband services Skinny Jump.

This progress supports the overall logic of SPK-30 – capital and

resources aligned to the areas of highest return, investment behind

what customers value, and stronger foundations to support growing

shareholder returns over time.

FY26 delivered stronger foundations for

future value creation

The first year of SPK-30 delivered financial performance within

guidance while strengthening our foundations. Free cash flow

increased 18.5% to $308 million, enabling Spark to deliver a total

FY26 dividend of 16.0 cents per share, in line with guidance.

The completion of the data centre transaction drove a 23% increase

in reported EBITDAI to $1,295 million and strengthened the balance

sheet, with proceeds being used to return net debt to targeted levels.

Adjusted EBITDAI of $1,035 million declined 2.4%, primarily reflecting

the continued decline in legacy voice and five fewer months of data

centre earnings following the sale partway through the year. Mobile

growth and $40 million in productivity benefits partially offset these

impacts, and we expect continued mobile momentum, further cost

reduction, diminishing legacy products, and ongoing portfolio

management to support EBITDAI growth in future years.

Adjusted ROIC of 8.4% remained stable from FY25 and above our

estimated cost of capital, and we are confident in achieving our FY30

ambition of 11-13%.

Together, these outcomes demonstrate disciplined capital allocation,

improved cash generation, and a stronger platform for sustainable

shareholder returns as SPK-30 progresses.

Our Strategic ChoicesOur AmbitionOur PurposeOur Enablers

Technology

and AI

People and

culture

Financial

discipline

Sustainable

Spark

Lead in core

connectivity

Simplify and

optimise beyond

the core

1

2

Better network

Better customer

experiences

It’s better

with Spark

To help all of

New Zealand

win big in a

digital world

6Performance snapshot
Reported operating revenues and other gains

1

$3,949m

6.0% increase vs FY25

Adjusted EBITDAI

2,3

$1,035m

2.4% decrease vs FY25

Reported net earnings

4

$499m

91.9% increase vs FY25

Adjusted operating revenues and other gains

2

$3,700m

no change vs FY25

Reported EBITDAI

1,3

$1, 295m

23.0% increase vs FY25

Adjusted net earnings

2

$225m

0.9% decrease vs FY25

Performance snapshot

1. Reported revenues and earnings before finance income and expense, income tax, depreciation, amortisation and net investment (loss)/income (EBITDAI) exclude the

results of the data centre business which has been classified as a discontinued operation in the financial statements.

2. Adjusted numbers in FY26 exclude the $278 million gain from the sale of the data centre business and any associated tax impacts. Adjusted numbers in FY25 exclude the

$71 million gain on sale of the remaining investment in Connexa, and the $53 million transformation costs associated with Spark’s SPK-26 Operate Programme and any

associated tax impacts. They also include the results of the data centre business for both years which has been classified as a discontinued operation in the financial

statements.

3. EBITDAI and capital expenditure (CAPEX) are non-Generally Accepted Accounting Principles (non-GAAP) performance measures that are defined in note 2.5 of the

financial statements.

4. Reported net earnings include earnings from both continuing and discontinued operations.

Spark New Zealand Annual Report FY267
5. Free cash flow is a non-GAAP measure and is defined on page 7 of Spark’s FY26 detailed financial statements.

6. Reported return on invested capital (ROIC) is calculated as net operating profit (EBITDAI less depreciation and amortisation for both continuing and discontinued

operations) after tax (at 28%) as a percentage of average invested capital (total debt including leases plus equity).

7. ROIC from adjusted earnings is calculated as net operating profit (adjusted EBITDAI less depreciation and amortisation) after tax (at 28%) as a percentage of average

invested capital (total debt including leases plus equity). Adjusted EBITDAI includes the earnings from the data centre business up until the time of sale in both years,

and in FY26 excludes the gain on sale of the data centres and in FY25 excludes the gain on sale of Connexa and the transformation costs.

Capital expenditure

3

$467m

8.9% increase vs FY25

Reported return on invested capital

6

13. 8%

5.1 pts increase vs FY25

Adjusted return on invested capital

7

8.4%

no change vs FY25

Mobile service revenue

$998m

1.1% increase vs FY25

Broadband revenue

$596m

2.0% decrease vs FY25

Free cash flow

5

$308m

18.5% increase vs FY25

8Chair‘s address
Chair‘s address

Tēnā koutou,

Last year, the Board approved a new strategic direction for Spark.

SPK-30 is a clear choice about where we believe Spark is best

positioned to create sustainable competitive advantage, and in

doing so, long-term shareholder value.

Connectivity remains the foundation of our business. It is where we

have scale, market leadership, trusted customer relationships, and a

long history of keeping New Zealand connected through sustained

network investment.

During a period of lower economic growth, SPK-30 re-focuses Spark

on its core of connectivity, while simplifying and optimising beyond

the core in IT services and cloud.

FY26 marked the first year of executing this new strategy. As a Board

our focus has been on supporting Spark as it delivered against these

strategic choices and continued to respond to a highly competitive

environment.

We recognise shareholder concern regarding Spark’s share price

performance over the past two years, and we remain resolutely

focused on improving long-term value through disciplined execution

of SPK-30 to deliver stronger business performance.

While there is still more work ahead, we are encouraged by the

progress made during this first year and by the early signs of

momentum in areas where we have concentrated effort and

investment.

We finish FY26 with our results in line with guidance, supported by a

return to mobile service revenue growth and strong cost

management.

Creating value through active portfolio management

In this first year of SPK-30, one of the Board’s key areas of focus was

ensuring the company’s portfolio supports the strategic choices we

have made and strengthens long-term performance.

During the year, we completed the sale of a 75% stake in our data

centre business, unlocking significant value while retaining a

meaningful interest in the TenPeaks business alongside Pacific

Equity Partners.

We also announced a strategic review into the areas of Spark

identified as beyond core operations in SPK-30.

Spark has made strong progress simplifying and optimising cloud

and IT services over the past year. Having progressed that work, the

Board concluded this is the right time to assess how this part of Spark

can create the greatest value for shareholders in the future.

Justine Smyth

CNZM

Accordingly, in July we announced that Spark will transition to a new

organisational structure comprising two divisions – Connectivity and

Digital Services. Connectivity will encompass consumer mobile,

broadband, and business connectivity, while Digital Services will

comprise cloud, IT services, and adjacent products. The new structure

enhances end-to-end accountability and is designed to sharpen

execution, improve focus, and accelerate progress towards our

FY30 ambitions.

Alongside this change, the Board initiated a strategic review of

Digital Services.

Cloud and IT services have played an important role in Spark’s growth

over many years. Through acquisitions, strategic partnerships and

organic growth, Spark has established leading positions in these

markets and helped New Zealand organisations progress their own

digital transformation journeys.

Today, Digital Services remains a high-quality business with strong

customer relationships, talented people, differentiated intellectual

property, and leading market positions.

At the same time, the markets in which these businesses operate

have changed materially over the years. Long-term digitisation

trends, ongoing cloud adoption, and growth in data and AI continue

to support customer demand. However, these tailwinds are

increasingly being offset by lower business spending, margin

Spark New Zealand Annual Report FY269
pressure from the shift towards public cloud, and continued

commoditisation across some technology services markets.

Against this backdrop, the review will assess how Digital Services is

best positioned for its next phase of growth, and how Spark can

maximise the value generated by these businesses while maintaining

clear focus on the connectivity strategy at the heart of SPK-30. We

expect the review to complete during the first half of FY27.

Returning debt to targeted levels

Disciplined capital management remains a focus of the Board.

Following completion of the data centre transaction, our net debt to

EBITDA ratio

1

is now within our targeted range, providing greater

flexibility and resilience.

The Board remains committed to balancing investment for future

growth with improving returns for shareholders over time. From

FY26, we made changes to our Dividend Policy to support a

sustainable dividend funded by free cash flow (FCF) and changed

our target dividend payout ratio to 70–100% of FCF, to provide

flexibility if needed in the future.

Return on invested capital (ROIC)

2

in FY26 was 8.4% and we continue

to work towards our FY30 ambition of 11-13% by simplifying the

portfolio, improving earnings quality, and strengthening free cash

flow.

3

FY26 was the first step towards this goal, with free cash flow

increasing 18.5% to $308 million. Accordingly, the Board has

declared a total FY26 dividend of 16.0 cents per share, representing

a 100% payout ratio in line with guidance.

Board renewal

FY26 was also a significant year for Board renewal.

We welcomed three new directors whose experience spans

telecommunications, infrastructure, technology, finance, and

governance. Together they bring fresh perspectives and valuable

expertise that will support Spark through its next strategy period.

Ensuring successful onboarding and immersion in Spark’s business

has been a focus.

The Board has also been focused on Chair succession, and I was

pleased to announce that non-executive Director Vince Hawksworth

will become the next Chair of Spark, commencing 6 November 2026.

I will remain Chair until the conclusion of the Board meeting on 5

November 2026, marking the completion of my tenure and enabling

Vince to lead Spark’s FY26 AGM the following day.

Vince joined the Spark Board in October 2025 following an

accomplished executive career spanning more than 18 years of Chief

Executive roles within regulated utility and infrastructure businesses

across New Zealand and Australia. Most recently Chief Executive of

Mercury Energy, and previously Trustpower New Zealand, he brings

deep expertise in infrastructure investment and managing large-

scale customer businesses, with a track record of creating

shareholder value. This experience will be a valuable asset for Spark.

Together with the broader Board I am confident that Vince will

continue to support Spark to improve performance as it works

towards its FY30 ambitions. His deep experience running large-scale

businesses with significant workforces, customer bases, and capital

investment profiles will be a valuable asset as Spark continues to

execute its strategy and deliver value for shareholders.

Looking back

As I prepare to step down from the Spark Board, I have had the

opportunity to reflect on how much has changed during my tenure.

The company has transformed from its early Telecom days, into the

more customer-focused and fast-moving business that Spark is today.

Over that time Spark has played a significant role in the development

of New Zealand’s digital infrastructure, brought new technologies to

our shores, and enabled households, communities, and businesses

to win big in a digital world.

Not every period has delivered the outcomes we have aspired to,

and I recognise the frustration many shareholders have felt in recent

years. While market conditions have been challenging and

technology continues to evolve rapidly, we also recognise the

importance of adapting our business and improving performance.

SPK-30 reflects the actions we are taking to do that.

Spark has a long history of transforming itself to adapt to the

changing environment, and I have every confidence that SPK-30 will

enable the business to do so once again, for the benefit of our

customers and shareholders.

I am confident that Spark has clear strategic direction, strong

leadership, and a firm foundation on which to build.

Most importantly, I will leave with a deep appreciation for the people

who have contributed to the company’s success over many years,

and for the support of our shareholders throughout that journey.

It has been a privilege to serve.

Ngā mihi

Justine Smyth CNZM

Chair

1. EBITDAI means earnings before finance income and expense, income tax, depreciation, amortisation, and net investment (loss)/income.

2. ROIC from adjusted earnings is calculated as net operating profit (adjusted EBITDAI less depreciation and amortisation) after tax (at 28%) as a percentage of

average invested capital (total debt including leases plus equity). Adjusted EBITDAI includes the earnings from the data centre business up until the time of

sale in both years, and in FY26 excludes the gain on sale of the data centres and in FY25 excludes the gain on sale of Connexa and the transformation costs.

3. Free cash flow is a non-GAAP measure and is defined in Spark’s detailed KPI disclosures.

10CEO review
CEO review

Tēnā koutou,

FY26 was a year focused on disciplined execution.

Our operating environment remained challenging, with heightened

competition and economic conditions continuing to influence

spending across households, businesses, and government. While

there were some signs of improvement during the year, these

pressures continued to affect performance in some areas. Against

this backdrop, we are encouraged by the progress made in the first

year of SPK-30.

We have concentrated capital and resources where returns are

highest – growing our core connectivity business, simplifying and

optimising beyond it, delivering strong overall mobile revenue

growth, and a more sustainable cost base. At the same time, we

invested in what differentiates Spark – our network and customer

experiences.

On a reported basis, revenue

1

increased 6.0% to $3.95 billion,

EBITDAI

2

increased 23.0% to $1.295 billion, and NPAT

3

increased

91.9% to $499 million, reflecting the completion of the sale of a 75%

stake in our data centre business during the year.

4

Adjusted revenue

5

of $3.7 billion was unchanged on FY25, despite

lower contribution from the data centre business following the sale.

Adjusted EBITDAI

2,5

of $1.035 billion was down 2.4%, primarily

reflecting declines in digital services, the continued decline in legacy

voice – which now represents only 3.2% of overall revenue – and five

fewer months of data centre earnings following the sale partway

through the year. Mobile growth and $40 million in productivity

benefits partially offset these impacts. Continued mobile momentum,

further cost reduction, diminishing legacy products, and ongoing

portfolio management are expected to support EBITDAI growth in

future years. Free cash flow of $308 million was up 18.5%.

Underpinning this progress were stronger business fundamentals –

disciplined cost management, successful implementation of new

strategic partnerships, employee engagement up 11 points, and

emissions reductions running ahead of the pathway needed to meet

our science-based target.

7

Together, these outcomes demonstrate further stabilisation in

performance and provide encouragement that SPK-30 is gaining

traction.

Building momentum in mobile

Mobile is central to our strategy. It represents our largest market

opportunity, our strongest competitive position, and the category

remains well positioned for growth, as customers continue to use

more data every year.

During FY26, total mobile revenue grew 4.4% to $1,517 million, with

mobile service revenue increasing 1.1% to $998 million.

We continued strengthening our mobile propositions through

product innovation, improved customer experiences, and greater

value. During the year we launched satellite-to-mobile services

through our partnership with Starlink, introduced New Zealand’s first

Kids Plan, expanded roaming options, and continued growing

Jolie Hodson

MNZM

acquisitions on interest-free payments – an important driver of

higher-value plans and retention. Together these initiatives are

helping to differentiate Spark and give customers more reasons to

choose us and stay with us.

Off the back of this work, Consumer and SME

8

mobile service

revenue grew 1.4%, supported by strong pay monthly ARPU

9

growth

and continued stabilisation of our domestic prepaid base, which

accounts for around 89% of prepaid revenue.

Enterprise and government mobile service revenue remains under

pressure from pricing competition, but the rate of decline has slowed

compared with FY25 and customer connections remained stable.

Collectively these improvements give us confidence that the actions

we are taking are moving the business in the right direction.

Better network

Network leadership remains one of Spark’s most important

competitive advantages.

The investment we make in our network underpins everything we do

and remains fundamental to our long-term success.

Independent testing again recognised Spark’s leadership in overall

4G and 5G mobile coverage experience, reinforcing the strength of

our network position in New Zealand.

10

A major milestone during FY26 was the nationwide shutdown of our

3G network. This was one of the largest operational programmes we

have undertaken in recent years, involving extensive customer

engagement, network builds and planning, and industry

coordination. The programme was delivered to plan and on schedule

and enables us to repurpose valuable spectrum to support future

Spark New Zealand Annual Report FY2611
growth in 4G and 5G services. While the transition was smooth for

the vast majority of customers, we continue to support a small

number of customers in more remote and edge-of-network locations

through our dedicated 3G care team.

We also continued investing in network capability and resilience.

During the year we launched 5G+, trialling network slicing capability

to create new opportunities to monetise our 5G investment through

differentiated services for customers. We also enhanced scam

protection capabilities and secured a new telecommunications

resilience agreement with Government to support 24-hour battery

backup on cell towers, recognising the critical role our network plays

during emergencies.

11

Satellite strengthens our advantage

One of the most exciting developments during the year was the launch

of satellite-to-mobile services through our partnership with Starlink.

Satellite extends the reach of our network to the edge, helping

customers stay connected in remote locations and areas beyond

traditional mobile coverage. Since launch, more than 146,000

eligible customers have connected to the service.

12

Satellite technology has attracted significant interest globally,

however terrestrial mobile networks remain unmatched when it

comes to serving large numbers of customers simultaneously,

delivering high throughput, and providing the indoor coverage and

always-on connectivity people expect every day.

What satellite does is extend the coverage experience further. It fills

gaps where towers cannot reach and provides customers with

greater confidence that they can stay connected wherever they are.

Together, those capabilities make Spark’s connectivity proposition

even stronger.

Better customer experiences

Improving customer experience is another core pillar of SPK-30.

During FY26 our measure of customer satisfaction – our interaction

Net Promoter Score – increased for the sixth consecutive year. This

reflects our sustained focus on simplifying customer interactions,

improving resolution times, and making it easier for customers to

access support when they need it.

It also reflects the investments we make into our digital, retail, and

care channels. During the year we improved digital journeys,

expanded AI-enabled support tools, and increased the use of AI

across customer and employee experiences.

AI is becoming an increasingly important enabler of both productivity

and innovation across Spark, and we expect its role to continue

growing in the years ahead. In our contact centres, AI-enabled tools

are helping our people resolve enquiries faster and more consistently.

In our stores, we began rolling out a refreshed retail format designed

to improve the service experience of our retail customers, and bring

digital and physical experiences together more effectively.

Looking ahead

Our FY26 results give us a stronger platform to build on as we

move into FY27.

We remain focused on returning to EBITDAI growth by sustaining

momentum in mobile, continuing to improve productivity, and

further simplifying our portfolio so we can focus investment and

resources where we have the strongest potential to create

shareholder value.

We have a strong programme of activity planned for the year ahead

to drive growth in our core – refreshing mobile and wireless

broadband propositions, a new MySpark app, new reward and

recognition initiatives for our loyal customers, and further investment

in network and customer experience leadership.

We have already announced the strategic review of our Digital

Services division, which has seen us move to a new organisational

structure that creates clear ownership of performance across

Connectivity and Digital Services, strengthens execution, and enables

us to allocate capital and resources appropriately, to support each

division to perform in line with its distinct needs and growth potential.

At the same time, we will continue driving productivity

improvements, simplifying how we operate, and maintaining

disciplined cost management.

We are realistic about the environment ahead. Competitive intensity

remains high and economic conditions continue to present challenges.

However, we believe the strategic choices we have made are the

right ones. The first year of SPK-30 has established a stronger

foundation, and we are entering FY27 with clearer focus, stronger

execution, and a confident view of where Spark can create value in

the future.

Our ambition remains unchanged. We want it to be better with Spark

– for our customers, our people, and our shareholders.

Thank you for your continued support.

Ngā mihi

Jolie Hodson MNZM

CEO

1. Revenue means operating revenues and other gains.

2. EBITDAI means earnings before finance income and expense, income tax, depreciation, amortisation, and net (loss)/investment income.

3. NPAT means net profit after tax.

4. Reported revenue and EBITDAI exclude the results of the data centre business, which has been classified as a discontinued operation in the financial statements.

5. Adjusted revenue, EBITDAI and NPAT include the data centre business in FY26 and FY25. Adjusted numbers in FY26 exclude the $278 million gain from the sale of the

data centre business and any associated tax impacts. Adjusted numbers in FY25 exclude the $71 million gain on sale of the remaining investment in Connexa, and the

$53 million transformation costs associated with Spark’s SPK-26 Operate Programme and any associated tax impacts.

6. Free cash flow is a non-GAAP measure and is defined in Spark’s detailed KPI disclosures.

7. Scope 1 and 2 emissions reduced 57% year-on-year, tracking 59% below Spark’s FY20 baseline and ahead of the pathway required to meet Spark’s FY30 science-based

target of a 56% reduction.

8. SME means small and medium enterprises.

9. ARPU means average revenue per user.

10. Spark ranked first for overall coverage experience and 5G coverage experience in Opensignal’s October 2025 NZ Mobile Network Experience report.

11. Spark and Connexa were awarded a contract by the National Infrastructure Funding and Financing. The 1.7 million addresses figure includes overlapping coverage into

neighbouring areas. Upgrades will start in the second half of 2026 and are expected to be completed by June 2027.

12. More than 146,000 eligible customers have connected to Spark’s satellite-to-mobile service since launch in April 2026.

For running header don't delete
12 How we create value

INPUTS

What we rely on to operate

our business

OUR BUSINESS MODEL

How we use these inputs to create outputs and outcomes

Network &

Technology

Our mobile and fixed

networks, technology,

and data centres

People

Skilled, engaged and

effective teams

Nature

Energy, water, materials,

and land we use in our

operations

Partnerships

Global and local

partnerships that

strengthen and broaden

our capability

How we

create value

Relationships

With customers, suppliers,

communities and

stakeholders

Finance

Strong balance sheet

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UNDERPINNED BY STRONG GOVERNANCE

AND OUR VALUES

Whakamana (We empower)

Matomato (We succeed together)

Tūhono (We connect)

Māia (We are bold)

OUR PURPOSE

To help all of New Zealand win big in a digital world

Spark New Zealand Annual Report FY2613
OUTPUTS

What we aim to create

OUTCOMES

The benefits of these outputs

See pages 4–5

See page 39

See page 26

See page 21

See page 31

See page 35

Connected and enabled

New Zealanders

Reliable connectivity

for our customers

Skilled, safe and

diverse workforce

Employment and skill development

Protecting the environment and

supporting New Zealand’s

decarbonisation

Reduced use of

natural resources

Resilient, automated

and adaptive network

and technology

Connected New Zealand and

resilient digital economy

Improved customer

experience, digital equity,

and supply chain practices

Better customer experience, social

outcomes, and participation

Financial growth and

shareholder returns

Creating value for shareholders

For running header don't delete
14 Our performance

Our performance

Reported basic earnings per share

3

26.4 cents

88.6% increase vs FY25

Adjusted basic earnings per share

4

11.9 cents

3.3% decrease vs FY25

Dividends per share

5

16.0 cents

36.0% decrease vs FY25

Reported EBITDAI

1,2

$1, 295m

23.0% increase vs FY25

Adjusted EBITDAI

1,4

$1,035m

2.4% decrease vs FY25

Adjusted net earnings

1,4

$225m

0.9% decrease vs FY25

Reported net earnings

3

$499m

91.9% increase vs FY25

1. EBITDAI is a non-GAAP performance measure that is defined in note 2.5 of the financial statements.

2. Reported revenues, operating expenses, and EBITDAI exclude the results of the data centre business which has been classified as a discontinued operation in the

financial statements.

3. Reported net earnings and basic earnings per share includes earnings from both continuing and discontinued operations.

4. Adjusted numbers in FY26 exclude the $278 million gain from the sale of the data centre business and any associated tax impacts. Adjusted numbers in FY25 exclude the

$71 million gain on sale of the remaining investment in Connexa, and the $53 million transformation costs associated with Spark’s SPK-26 Operate Programme and any

associated tax impacts. They also include the results of the data centre business for both years which has been classified as a discontinued operation in the financial

statements.

5. This represents the H1 FY26 first-half dividend of 8.0 cents per share, together with the H2 FY26 second-half ordinary dividend declared of 8.0 cents per share.

Referenced on page 108.

$ Million

Mobile

Broadband

Voice

Other connectivity

Cloud

IT service

management

Procurement

and partners

Other operating

revenue

Other gains

Net gain on data

centre transaction

Gain on divestment

of Connexa

FY26 FY25

1,600

1,400

1,200

1,000

800

600

400

200

0

$3,949m

reported (up 6.0%)

$3,700m

adjusted (no change)

Operating revenues and other gains

Reported revenues

2

• Mobile revenue increased $64m, or 4.4%, driven by growth in

both service and non-service revenue.

• Mobile service revenue grew $11 million or 1.1%, driven by

consumer pricing and plan mix, partly offset by lower

connections.

• Mobile non-service revenue grew $53m, or 11.4%, reflecting

strong growth in handset sales, supported by customer uptake of

interest free payments (IFP), accessories sales, and increased

revenue from distribution sales through retail channel partners.

• Broadband revenue declined $12 million, or 2.0%. Mainly driven

by a decline in broadband connections in a highly competitive

market.

• Legacy voice revenue declined $24 million, or 16.0%, in line with

the long-term trend. Voice now contributes only 3.2% of total

revenue.

• Other connectivity revenue declined $36 million, or 9.9%,

reflecting the divestment of Digital Island in FY25, the transition

from legacy product to modern solutions, and the timing of

hardware sales in IoT.

• Cloud revenue declined $2 million, or 0.9%, as customers

continued to transition from private cloud to public cloud.

• Procurement and partners revenue increased $25 million, or

4.6%, driven by stronger hardware sales.

Reported and adjusted results

Spark’s FY26 financial results include reported and adjusted figures. Reported EBITDAI includes continuing operations and removes the results of

the data centre business, which is classified as a discontinued operation. This means data centre net earnings are disclosed separately in the

financial statements. Adjusted results include the earnings of the data centre business up until the sale, while excluding the $278 million gain on

sale, and in FY25 remove the $71 million gain on sale from the Connexa stake and the $53 million of transformation costs. This provides a

like-for-like, year-on-year performance comparison. A detailed reconciliation is contained on page 9 of Spark’s detailed FY26 financial statements.

• IT service management revenue declined $12 million, or 10.3%,

reflecting lower project activity as challenging economic

conditions continued to dampen customer demand.

• Other product revenue increased $11 million, or 6.9%, driven by

higher network infrastructure delivery revenue by Entelar.

Spark New Zealand Annual Report FY2615
0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

$ Million

Product

costs

LabourOther

FY26 FY25

0

100

200

300

400

500

600

Depreciation

and

amortisation

Net

finance

expense

Tax

expense

Net tax

income on

adjusting items

$ Million

FY26 FY25

Operating expenses

Reported operating expenses

2


• Product costs increased $31 million, or 1.8%. Higher volumes,

predominantly across mobile and procurement, drove a

$66 million increase. This was partially offset by the cost reduction

programme, which delivered $35 million of savings related to

improved buying terms, exit of legacy products, and simplification.

• Labour costs decreased $58 million, or 13.2%, reflecting the

ongoing benefits of the operating model changes and technology

and network partnerships (which are now reflected in other

operating costs).

• Other operating expenses increased $9 million, or 1.8%, with the

non-recurrence of the prior year $53 million transformation costs

being offset by a combination of the higher technology and

network partnership costs, higher brand advertising costs to

remain competitive in the market, inflationary increases in software

licence costs and severances.

Adjusted operating expenses

4

• Total adjusted operating expenses increased $25 million, or 0.9%,

from FY25 with the key year-on-year impacts outlined above, after

adjusting for the $53 million prior year transformation costs and

the net year-on-year reduction in data centre costs of $10 million

which are included in adjusted operating expenses.

$2,654m

reported (down 0.7%)

$2,665m

adjusted (up 0.9%)

Other

• Total depreciation and amortisation increased $12 million, or

2.0%, largely driven by higher depreciation associated with

prior-period capital investment and right-of-use assets.

• Net finance expense was flat year-on-year with lower interest

expense, driven by lower debt levels, partly offset by lower

interest income.

• Tax expense decreased $7 million, reflecting lower underlying

earnings before tax and a return to a more normalised corporate

tax rate after removing the impact of the gain on sale from the

data centre business.

• Other gains increased to $312 million, including the $278 million

gain on sale of the data centre business. Excluding this gain,

other gains increased modestly to $34 million.

Net earnings from discontinued operation

The data centre business has been classified as a discontinued operation, with its sale completing on 30 January 2026. Data centre net

earnings up to the sale date were $13 million in FY26 compared with $8 million in FY25, with the increase largely driven by ceasing

depreciation on assets from the date that it was classified as held for sale.

Adjusted revenues

4

• Adjusted revenues include $29 million of data centre revenue

reported within the discontinued operation and excludes the

$278 million gain on sale of the data centre business.

Operating revenues and other gains (continued)

For running header don't delete
16 Our performance

650

700

750

800

850

900

950

1000

1050

1100

1150

FY25 Net cash flows from

operating activities

Cash received from IFP sale

Payments to suppliers

and employees

Payments for income tax

Payments for interest on debt

Payments for interest on leased

customer equipment assets

Receipts from interest

Receipts from customers

FY26 Net cash flows from

operating activities

FY25 Net cash flows from operating activities

Cash received from IFP sale

Payments to suppliers and employees

Payments for income tax

Payments for interest on debt

Payments for interest on leased customer equipment assets

Receipts from interest

Receipts from customers

FY26 Net cash flows from operating activities

$ Million

680

238

93

59

221(9)

(40)

1,044

Operating cash flows

• Operating cash flows increased $364 million to $1,044 million,

primarily reflecting a net $238 million

7

increase in relation to the

interest-free payment (IFP) receivable book sale, timing of

payments, and lower income tax payments, partially offset by

reduced customer receipts largely due to increased net

settlement of receivables and payables, which reduced gross

cash receipts and payments during the year.

• Investing cash flows increased $202 million, primarily driven by

$462 million of net proceeds from the sale of the data centre

business. This was partially offset by lower proceeds from the sale

of long-term investments, where $48 million was received for the

sale of Hutchinson in FY26 compared to $309 million of net

proceeds from the sale of the remaining interest in the Connexa

business in FY25.

• Financing cash outflows were $1,011 million in FY26, consisting

mainly of net repayments of debt of $464 million (following the

receipts of the data centre proceeds and IFP sale proceeds),

dividend payments of $387 million, and lease payments of

$108 million.

• Free cash flow increased $48m, with the decline in adjusted

EBITDAI and increased lease payments more than offset by lower

cash payments for tax, and favourable working capital movements.

20262025

YEAR ENDED 30 JUNE$M$M

Net cash flows from operating activities1,044680

Net cash flows from investing activities90(112)

Net cash flows from financing activities(1,011)(593)

Net cash flows123(25)

Free cash flow

6

308260

6. Free cash flow is a non-GAAP measure and is defined on page 7 of Spark’s FY26 Detailed financial statements.

7. Payments for discounts on derecognised IFP receivables of $19 million are included in cash flows from financing activities.

Operating cash flows

$1,044m

(up 53.5%)

Spark New Zealand Annual Report FY2617
Capital expenditure in FY26 included the following key focus areas

and projects:

• Investment in the lifecycle and licensing of internal IT systems

focused on automation and enterprise platform integration to

drive efficiency.

• Expanding AI investment to embed intelligence across

operations, accelerating automation, and service transformation.

• Continued investment in Spark’s mobile core and radio access

network (RAN), delivering greater network capacity, coverage,

and reliability.

• Fixed network infrastructure and international cable capacity to

meet requirements for Spark’s fibre, transport and IP network,

continuation of the core networks expansion and resilience

programme, continued exit of the Public Switched Telephone

Network (PSTN), and international cable capacity purchases to

meet forecasted demand for data.

• Property investment in Spark’s corporate offices, retail stores

fitouts and refits, and sustaining investment for power and

building services for Spark-owned exchanges.

• Data centre investment, $66 million of strategic capital

expenditure, includes land purchases and pre-construction

activities on Takanini and Northshore campuses prior to sale.

• Total capex comprised $401 million of BAU capital expenditure

and $66 million of strategic capital expenditure.

$401m$66m

Capital expenditure

8


Capital expenditure to

adjusted operating revenues

and other gains

9

BAU capital

expenditure

Total capital

expenditure

Strategic capital

expenditure



$

1

5

5

m


Cloud

Fixed network and international

cable capacity

IT systems

Mobile network

Property

Other

Data centres







$

7

m


$

6

6

m


$

8

m


$

8

8

m



$

3

m



$

1

4

0

m



BAU CapexStrategic Capex

12 . 6%


Return on invested capital (ROIC)

10

• FY26 reported ROIC of 13.8% increased from 8.7% in FY25

largely due to the gain on sale of the data centre business.

• FY26 ROIC from adjusted earnings

11

of 8.4% remained

unchanged from FY25.

• Both ROIC measures are above our estimated WACC and

outperform the majority of Spark’s global peers.

8. CAPEX is a non-GAAP performance measure that is defined in note 2.5 of the financial statements.

9. CAPEX to operating revenues and other gains for FY26 is calculated on adjusted operating revenue (excluding the gain on sale of the data centre business) to enable a

meaningful analysis.

10. Reported return on invested capital (ROIC) is calculated as net operating profit (EBITDAI less depreciation and amortisation for both continuing and discontinued

operations) after tax (at 28%) as a percentage of average invested capital (total debt including leases plus equity).

11. ROIC from adjusted earnings is calculated as net operating profit (adjusted EBITDAI less depreciation and amortisation) after tax (at 28%) as a percentage of average

invested capital (total debt including leases plus equity). Adjusted EBITDAI includes the earnings from the data centre business up until the time of sale in both years,

and in FY26 excludes the gain on sale of the data centres and in FY25 excludes the gain on sale of Connexa and the transformation costs.

BAU capital expenditure

to adjusted operating

revenues and other gains

10.8%


$467m

(No change from FY25)(FY25 11.6%)

For running header don't delete
18Our Board and Leadership Team

Jolie Hodson MNZM

Chief Executive and

Executive Director

Jolie joined the Board in

September 2019, following her

appointment to CEO in July

the same year. Jolie brings

strategic knowledge within

the telecommunications and

technology sector, financial

and commercial, and people

leadership and culture

development experience to

the Board.

Warwick Bray

Non-executive Director

Warwick joined the Board in

September 2019 and brings

financial, commercial, capital

markets, customer insight, listed

company governance, and

strategic telecommunications

industry experience to the Board.

David Havercroft

Non-executive Director

David joined the Board in

October 2021 and became

Chair of the Human Resources

and Compensation Committee

(HRCC) in 2024. David brings risk

management, regulatory policy,

data, digital technologies, and

strategic telecommunications

industry knowledge and

experience to the Board.

Our Board and

Leadership Team

Justine Smyth CNZM

Chair and Non-executive

Director

1

Justine was appointed to the

Board in December 2011 and

was last re-elected in November

2025. She was appointed

Chair in October 2017, and

has experience in listed

company governance, capital

markets, and the financial and

commercial performance of large

corporate enterprises.

Lindsay Wright

Non-Executive Director

Lindsay joined the Board in

August 2025, and became

Chair of the Audit and Risk

Management Committee

(ARMC) in September. She

brings substantial expertise in

commercial operations, strategy,

investment management,

finance, capital markets, and

risk and capital management

to the Board.

Our Board

Tarek Robbiati

Non-Executive Director

Tarek joined the Board in

October 2025, and brings

financial and commercial

acumen, strategic business

transformation, and deep

telecommunications industry

experience to the Board.

Vince Hawksworth

Non-executive Director

2

Vince joined the Board in

October 2025, and brings

experience in infrastructure

investment, management of

large-scale customer bases,

and people and culture

leadership to the Board.

Lisa Nelson

Non-executive Director

Lisa joined the Spark Board in

May 2024 and brings financial,

commercial, customer insight,

listed company governance,

capital structures, global data,

and digital technology business

experience to the Board.

1. Justine Smyth will step down from the Spark Board at the conclusion of the Board meeting on 5 November 2026.

2. Vince Hawksworth will commence as Chair of the Spark Board at the AGM on 6 November 2026.

Spark New Zealand Annual Report FY2619
Matt Bain

Chief AI and

Technology Officer

Matt brings his digital marketing

and customer experience skills

to place the customer at the

centre of Spark’s strategies.

He has extensive experience

using data and technologies

like Artificial Intelligence (AI)

to enable organisations to

better understand and

predict their customers’ needs

more accurately.

Leadership Team

Stewart Taylor

Chief Financial Officer

Stewart leads the finance function

at Spark. He brings financial,

capital management, business

strategy, and performance

delivery expertise to the business.

Mark Beder

Chief Customer Officer

Connectivity

Mark leads the performance

of Spark’s core connectivity

business. He brings extensive

experience in technology

leadership, network customer

operations, capital investment,

sales, and business strategy.

Tommy Bjorkberg

Chief Operating Officer

Tommy will join the Leadership

Team on 1 October 2026 to lead

Spark’s network operations,

business technology services,

and cyber security. He brings

more than 25 years of

international telecommunications

and technology leadership

experience, spanning mobile and

fixed networks, cloud, and digital

infrastructure.

Greg Clark

Interim Chief Customer Officer

Digital Services

Greg is responsible for leading

Spark’s digital services division,

which includes cloud, IT services,

and adjacent products. He brings

retail, sales, customer experience

and marketing expertise to the

business. Greg will depart Spark

in December 2026.

Heather Langton

Chief People and Culture

Officer

Heather is responsible for

leading the People and Culture

team at Spark. She brings

extensive leadership

development, culture, and

workforce transformation

expertise to the business.

John Wesley-Smith

Chief Legal and Strategy

Officer

John is responsible for leading

the development of Spark’s

commercial strategy and

overseeing its legal, regulatory,

and public policy processes.

He brings strategy, public

policy, and regulatory expertise

to the business.

More information about the Board and Leadership Team:

spark.co.nz/leadership

Leela Ashford

Chief Marketing and Corporate

Affairs Officer

Leela leads Spark’s marketing,

brand, corporate affairs, and

sustainability functions. She brings

extensive experience in brand and

reputation building, corporate

communications, and stakeholder

engagement across government,

industry, and communities.

Our customers
Our customers are key to Spark’s success, and creating better customer experiences is a core part

of our SPK-30 strategy. We provide mobile, broadband, and business connectivity services that

connect individuals and households, small businesses, government, and large enterprise

customers. These products and services connect customers and communities across the country,

creating value for New Zealand as well as Spark.

20Our customers

Our customers

Spark New Zealand Annual Report FY2621
Better customer experiences

Creating better customer experiences is a key SPK-30 ambition, and

in FY26 this was reflected in several initiatives that made our

customers’ interactions with us easier and more effective.

This progress is reflected in customer feedback, with our interaction

net promoter score (our measure of customer satisfaction) for our

consumer and SME customers increasing annually for six consecutive

years, and up 2 points to +42 in FY26.

Better online experiences

In the past year we have made improvements to our online

experiences across all our digital channels, including the website and

MySpark app.

We’ve updated our website with a brand new homepage and made

it easier for customers to find our plans, products, and other details

they need.

This is supported by our refreshed MySpark app, which has a more

intuitive user experience based on customer feedback, and smarter

features that help customers get what they need faster. Through the

new app we’ve enabled ‘Verified Call’, a New Zealand-first feature

that helps our customers to quickly identify genuine calls from Spark.

It’s better with Spark

At the start of FY26, Spark introduced a new five-year business

ambition and brand platform – it’s better with Spark.

Whether it is our returns to shareholders, our customer

experience, our network performance, or the culture we create

with our people – we want it to be better with Spark.

This ambition is now what guides how we build the Spark brand

to support long-term growth.

During FY26 we increased brand investment, recognising that

differentiation is critical to our success in a highly competitive

market. Since the launch of our first campaign bringing the new

brand platform to life, we have seen growth in core metrics,

such as brand strength in Auckland, where Spark is traditionally

underweight in market share.

In June we launched our first proof point of ‘better’, focused on

Spark’s safety and security credentials.

Every day, Spark stops millions of online threats from reaching

our customers. The challenge is that this work is largely unseen.

To make the invisible, visible, we created a world that shows

what is happening behind the screen of your phone – with

scams personified by a character that is universally recognised

as deceptive, the wolf. Recognising that no one business can

stop every single scam from getting through, we also launched

a new Safety and Security Hub for our customers, with new tools

and practical information on how to stay safe from scams.

In the year ahead, our brand investment will continue to bring

to life our ambition of it’s better with Spark, through examples of

the investment we’re making in our network and customer

experience.

+42

Customer interaction net promoter score up 2 points in FY26

For running header don't delete
22Our customers

Using AI to improve customer experience

Over the past year we continued to scale the use of Artificial

Intelligence (AI) across our operations to improve service quality for

our customers and efficiency for Spark.

AI-powered assistants securely connect to Spark systems and

support our team of contact centre advisors by providing relevant

information about customers, products, and services in real time.

These assistants are now answering approximately 2,000 complex

internal queries on average each month, reducing the proportion of

queries requiring escalation, and resulting in faster, more consistent

support for customers.

In April, Skinny launched its first AI-powered assistant, Bravado,

designed to support Skinny’s care team with instant answers through

an easy-to-use chat interface. This ultimately enables faster support

for Skinny customers

Enhancing our retail experience

While we improve our online customer experiences, we know many

New Zealanders still value going into our stores to talk to our teams

in person. In FY26 we began a programme to redesign our retail

spaces with a new layout that brings our online and in-store

experience together.

This new layout was first launched in March at our Westfield St Lukes

store in Auckland, and in June we opened our newly designed,

flagship Manukau store. The refits have been designed for better

customer experiences and include faster payment and processing, a

centralised service hub for personalised support, clearer in-store

signage for easier navigation, and more hands-on technology

experiences through our partners.

Designed with a customer-first approach, our new retail spaces are

all about making technology feel more accessible, comfortable and

connected. Over the next five years, the new design will be rolled out

across our retail stores nationwide.

Strengthening our mobile proposition

Mobile is central to our SPK-30 strategy, and we have a strategic

ambition to extend our market-leading position. During the year, we

retained our #1 mobile service revenue market share and continued

to stabilise overall connections despite ongoing pricing pressure and

increasing competition. We continued to build momentum through

network leadership, product innovation, and a strong programme of

customer experience enhancements.

Launching satellite-to-mobile services

Spark launched its satellite-to-mobile service in April, through a new

partnership with Starlink, extending our mobile coverage to some of

the most remote parts of Aotearoa. Satellite connectivity is included

for customers on eligible consumer, SME and enterprise plans, with

an optional add-on available for other plans.

Customers with satellite-capable devices on eligible plans can use

Spark’s satellite-to-mobile technology to send and receive texts and

use data on selected satellite-ready apps, in areas without standard

Spark network coverage, provided there is line of sight to the sky.

This significantly extends the reach of Spark’s network for customers

who live, work or travel in remote areas.

In the first three months since launch, over 146,000 Spark customers

have used our satellite-to-mobile service.

New and improved roaming experience

Spark developed a new mobile roaming experience during the year,

which better reflects our customers’ needs, with increased data

allowances and value.

New daily roaming allows Spark pay monthly customers to use their

existing plan allowances of data, texts, and calls in over 100 destinations

around the world, for just $10 a day. Two new roaming packs were also

launched to provide data only, and data and talk options for longer

trips. The new experience launched at the start of FY27, in early July.

Spark’s Westfield St Lukes store was the first in the country to feature our

new layout.

Spark launched its satellite-to-mobile service in April.

146,000

Spark customers have used our satellite-to-mobile service in the first three

months since launch

Spark New Zealand Annual Report FY2623
SKI1496 | BRAND 3.0 | OOH

SKI1496 OOH BRAND 3.0

ANYTHING TO

KEEP PRICES LOW

& CUSTOMERS

HAPPY

SKI1496-Brand3.0-JCD-2080x848.pdf

More value for Skinny customers

Skinny, our low-cost mobile brand, introduced long-term prepaid

plans during the year.

Customers who purchase these 52-week plans receive further value

by saving 15% on their annual mobile bills. The plans are offered at

two price points, which customers can select based on their calling,

texting and data needs. Around 6% of all Skinny mobile customers

are now on these long-term plans.

During the year, Skinny also formed a partnership with Woolworths

New Zealand’s Everyday Rewards Loyalty Programme, enabling

eligible customers to earn loyalty points when they purchase Skinny

SIMs or top-up in participating Woolworths stores. Skinny further

expanded its distribution through a partnership with The Warehouse

Group, introducing Skinny SIMs and top-ups across The Warehouse’s

nationwide retail network.

These partnerships significantly extend Skinny’s reach and will

support prepaid customer connection growth and strengthen

retention in the competitive pre-paid market segment.

Connecting New Zealand businesses

Connectivity is a critical enabler of productivity, resilience and service

delivery across New Zealand’s economy.

Spark supports businesses and government organisations with

connectivity and digital solutions that help them operate reliably,

manage complexity, and respond to changing economic and

operational conditions.

New Zealand’s first Kids Plan

During FY26 Spark launched New Zealand’s first mobile

plan designed specifically for kids and parents.

Spark’s Kids Plan puts parents in control, with built-in

protections – including no promotional marketing texts

or emails from Spark, no surprise charges thanks to

restrictions on buying extras or replying to premium

short code texts, and incremental data limits. The plan

starts with 1GB, which is enough for practical use like bus

tracking or Find My iPhone, but not endless scrolling.

Parents can then allocate a further 1GB when, and if, they

choose to.

The plan offers families a thoughtful way to introduce

mobile phones with clear boundaries, offering a solution

that empowers parents to make choices that fit their

family’s needs.

As part of the launch, Spark also partnered with The

Parenting Place to create an online ‘Parent Hub’ with

valuable insights and resources, expert guidance, and

evidence-based tools from child psychologist Dr Emma

Woodward and Netsafe (New Zealand’s online safety

organisation) so parents can feel confident, not

overwhelmed, as they support their children’s digital

journeys.

Skinny launched a new AI brand ambassador campaign in FY26.

Spark Kids plan is New Zealand’s first mobile plan designed

specifically for kids and parents.

For running header don't delete
24Our customers

1. CCL was Spark’s cloud services business.

Supporting small-medium businesses to

lift productivity

Over 110,000 small and medium enterprises (SMEs) in New Zealand

are supported through our network of locally owned Spark

business hubs.

In FY26, Spark launched a partnership with SME leadership training

experts, Icehouse, to deliver free workshops across seven locations

nationwide. Designed to help SMEs lift productivity, the partnership

brings together Spark’s technology expertise and Icehouse’s deep

experience in business growth.

The programme was designed around the realities of SME owners,

who are time-poor and often juggling competing priorities.

Participants learn how small changes in leadership habits can

materially lift productivity, supported by simple digital workflows, and

a risk –and accuracy checklist for safe AI adoption and implementation

within their businesses. They also gain free access to the Spark AI

Foundations course upon completion of the workshop to continue

improving their AI literacy for better workplace productivity.

Since launch, more than 400 people have completed the programme.

Port Nelson deploys private 5G network with Spark

and Ericsson

A key gateway to the South Island, Port Nelson underpins New

Zealand’s economy, handling a diverse range of exports and imports.

Port Nelson’s warehousing operations rely on employees scanning

every pallet moved to maintain accurate inventory and safe, efficient

logistics. However, the physical layout of the warehouses, including

dense, block stacked storage, moving vehicles and large structures,

meant traditional Wi Fi could not provide consistent coverage across

the site. Employees regularly lost connection while working, forcing

them to stop, move to find a signal, or change how they operated

simply to complete routine tasks. This disrupted workflows, reduced

productivity, and limited the Port’s ability to modernise its operations.

By deploying Spark’s 5G+, a private 5G network in partnership with

Ericsson, Port Nelson can access reliable, secure connectivity that

enables uninterrupted real-time scanning, improves operational

efficiency, and strengthens safety communications. This provides a

foundation for future automation and digital innovation – helping

unlock productivity gains not only for Port Nelson, but the wider

regional economy.

Simplifying our digital services for better customer

outcomes

During FY26, we continued to support business customers to

migrate from legacy IT products onto modern alternatives, such as

ServiceFlex – Spark’s flexible IT service management platform that

simplifies how organisations manage their technology. By combining

digital channels with automation and performance insights,

ServiceFlex helps customers reduce operational complexity, improve

efficiency, and deliver better experiences for their own users.

In cloud, we completed the integration of our cloud businesses into

Spark. Since FY24, we have been simplifying our cloud operations by

bringing CCL

1

and Spark systems and products together into a single

platform, creating a simpler, more consistent experience for

customers, while reducing complexity across our operations.

We continued to support organisations to move from on premise

and private cloud environments to more flexible public and hybrid

solutions. This shift is helping customers scale faster, improve

performance, strengthen resilience and manage costs more

effectively. We also strengthened our public cloud offering through

strong partnerships with hyperscalers, including our global partner,

Microsoft, providing customers with access to leading technologies

and global innovation.

Interest in our data and AI consulting services continued to grow, as

organisations increasingly explore how AI can create value. We

launched new AI-focused advisory and project accelerator services to

help customers unlock more value from their data, accelerate

adoption and realise business outcomes more quickly.

We also expanded our partnerships with HPE and Infosys to support

the delivery of selected technology services. These partnerships

enhance our ability to deliver efficient, high-quality services while

giving customers access to global expertise, additional capability,

and leading-edge technologies.

Spark has deployed 5G+ at Port Nelson to provide a foundation for

future digital innovation.

110,000

Small and medium enterprises (SMEs) in New Zealand are supported

through our network of locally owned Spark business hubs.

Spark New Zealand Annual Report FY2625
Keeping our customers safe online

Spark puts cyber security, customer safety, and privacy at the

forefront of everything we do. Creating a resilient, trusted network is

key to supporting our strategic ‘better network’ and ‘better customer

experience’ ambitions.

We invest in the security of our networks, ensure our people undergo

regular training, provide our customers with tools and education, and

regularly update our policies and frameworks, so that we can keep

our customers safe on our network. Spark also has a dedicated

team of over 100 cyber security experts working around the clock to

identify and disrupt online threats, including scams targeting

New Zealanders.

Protecting customers and strengthening trust

Spark plays an important role in protecting our customers from the

growing list of threats they face online – including scams, cyber

security risks, and objectionable material.

In the past 12 months alone, we have blocked more than half a

billion

1

online threats across our network, including more than

1.2 million scam calls, over 11.3 million attempts to access malicious

websites, and over 300,000 scam text messages through our SMS

firewall. This work is critical to maintaining the trust of our customers

and the strength of our brand. However, the work we do to keep our

customers safe is largely invisible. This was the genesis behind our

new brand campaign and scam education programme in FY26 –

which brought to life the significant work we do to intercept scams

targeting our customers.

Alongside a new advertising campaign, we launched an online Safety

and Security Hub to support our customers, providing up to date

scam information, practical tips and support resources. We continue

to work with Netsafe and a range of industry and government

organisations, including the New Zealand Anti-Scam Alliance, to

share intelligence, disrupt scam activity, and improve safeguards for

New Zealanders.

More information about Spark’s approach to online safety

and cyber security: spark.co.nz/protecting-our-customers

Cyber security

Spark is a trusted advisor to many New Zealand businesses on cyber

security, and we work alongside cyber security agencies and partners

to monitor and respond to threats.

Our Chief Information Security Officer (CISO) has responsibility for

Spark’s cyber security. We have a large cyber security team and

established processes that ensure appropriate ownership, oversight,

and ongoing risk management is applied to our customers’ and

Spark’s IT systems and data.

Recognising the critical role our people play in defending against

potential cyber security threats, all our team members are required to

undertake regular cyber security training.

Verified calling

Spark launched a New Zealand-first feature called Verified Call,

designed to help customers quickly see when a call is genuinely

from Spark.

It comes at a time when impersonation scams are on the rise, with

scammers often pretending to be from trusted organisations like

Spark to trick people for the purpose of gaining access to personal

information.

When Verified Call is activated in the MySpark app, our customers

will see Spark’s name, logo, a verified badge and the reason for the

call on their screen before they pick up, giving them confidence the

call is genuinely from Spark.

Spark intends to provide Verified Call as a service to business

customers in FY27.

Privacy

We are committed to keeping customers’ personal information safe

and managing it in ways that align with their expectations. We do this

through a strong governance approach, including data ethics and

privacy frameworks; and by adhering to relevant laws, including the

Privacy Act 2020, the Telecommunications Information Privacy Code

2020 and the Biometrics Processing Privacy Code 2025.

Spark’s Privacy Officer leads our privacy programme, providing

frameworks and training to support our people to follow our Privacy

Policy and Privacy Values. The Privacy and Online Safety section on

our website contains a range of tools and services to help our

customers manage their privacy and security.

As part of our privacy breach process, we assess incidents for severity

and any external notification requirements. When required, breaches

are reported to the Office of the Privacy Commissioner (OPC).

In FY26 our people reported 167 data breaches for investigation,

and we received 10 substantiated privacy complaints from

customers. There were no substantiated complaints received through

the OPC. More details on our approach to ethics, legal compliance

and employee training can be found on page 53.

More information about Spark’s approach

to privacy: spark.co.nz/privacy

1. A subset of this number includes an annual projection of a data measured over a

three-month period. With ever-increasing numbers of online threats, it is likely that

this number is much higher.

Visit the Safety and Security hub: spark.co.nz/safetyandsecurity

Our new brand campaign highlights the role that Spark plays in keeping

our customers safe on our network.

26Our network and technology
Our network and technology

Our network and technology underpin value creation for our shareholders, enabling the products

and services that connect our customers and New Zealand. We make significant investments into

our network every year to improve coverage, capacity, and resilience. Our customers rely on us to

keep them connected in as many places as possible. Creating a better network is a key ambition of

our SPK-30 strategy.

Our network

and technology

Spark New Zealand Annual Report FY2627
1. Spark’s network connects 99% of the population across New Zealand, in areas

where people work and live. Population coverage is calculated by measuring

the percentage of address points that fall within the predicted coverage area

generated by Spark’s propagation model.

Reliable and trusted network

A reliable and trusted network underpins our ability to support

customers, businesses, and communities across New Zealand.

We invest significantly in our mobile and fixed networks to deliver

consistent performance, while strengthening resilience and

capability to meet future demand. This focus is central to maintaining

customer trust and long-term value creation.

Connectivity that’s there when our customers need it

Our customers rely on us to keep them connected in as many places

as possible.

In FY26, we reaffirmed our network leadership, ranking first for

overall mobile network coverage experience and 5G coverage

experience, while maintaining a top spot in reliability and availability

in the latest New Zealand Mobile Network Experience Report,

released by Opensignal (October 2025).

The independent report measures real-world mobile performance

across Spark, One NZ, and 2degrees, with Spark outperforming

competitors in overall mobile coverage and 5G reach. The results

highlight Spark’s continued investment in building a network that

now connects 99% of the population across New Zealand.

1

Uplifting network resilience

Reliable connectivity is critical during emergencies, when customers,

communities, and emergency services depend on

telecommunications networks for essential communications. Natural

disasters can place significant strain on network infrastructure, most

commonly through loss of power or disruption to backhaul

connections linking cell sites to the core network.

To manage these risks, Spark invests in a layered approach to

resilience. Most cell sites are equipped with battery back up and

generator capability. In FY26, we were awarded a contract by

National Infrastructure Funding and Financing (NIFF), in partnership

with Connexa to strengthen the resilience of our mobile network by

upgrading battery back up at 295 cell towers across Aotearoa. These

upgrades will take place in FY27 and extend back-up power to up to

24 hours, which will enable over a million Spark customers to have

access to mobile data, text and calls during prolonged outages and

support up to a total of 1.7 million addresses in key regions such as

Northland, Hawke’s Bay, Gisborne, and Nelson to call 111, regardless

of their telco provider, when mobile services are disrupted.

295

Cell towers across New Zealand will be upgraded with battery back

up in FY27 to strengthen the resilience of our mobile network.

99%

Spark’s network now connects 99% of the population

across New Zealand.

2

We also maintain satellite-connected emergency small cells that can

be rapidly deployed when fibre backhaul is compromised. We

launched satellite-to-mobile services through Starlink to provide an

additional connectivity option during disruptions. This service is

available to customers on specific plans, however, in the event of a

natural disaster we open the service up to all Spark customers. In

April, as Cyclone Vaianu impacted parts of the North Island,

Marlborough, and the Chatham Islands, Spark made satellite texting

available to all Spark customers across these areas as a precaution,

so they could stay connected if mobile coverage was disrupted.

In parallel, we are rolling out AI-enhanced network monitoring to

detect power loss, manage energy use, and automatically prioritise

essential services, such as, calls and texts, to maintain critical

communications in an emergency. We also work closely with industry

peers, government agencies, and other infrastructure providers

through the Telecommunications Forum (TCF) to support

coordinated preparedness and response during major incidents.

Spectrum

Spark holds a comprehensive portfolio of spectrum rights in

New Zealand, providing flexibility to meet future network demand

and deploy new technologies. In FY24, Spark was allocated long

term rights to 80 MHz of 3.5 GHz (C band) spectrum, which

underpins the delivery of high speed 4G and 5G services nationwide.

In FY25 we signed a long-term partnership agreement

with Māori Spectrum and Telecommunications service,

Tū Ātea, to secure the rights to use 20MHz of Tū Ātea’s

C-band spectrum. This spectrum will be deployed across

all of Spark’s C-band 5G cell sites nationwide for an

agreed period of 18 years, enhancing speeds and

capacity for customers on Spark’s 5G network.

For running header don't delete
28Our network and technology

New value from advanced technologies

Real-time fraud protection through network APIs

Spark continues to build its network Application Programming

Interfaces (API) strategy through global partnerships and working

with industry.

APIs enable different apps and services to connect and share

information with each other automatically and securely, making

digital experiences faster and more seamless for businesses and their

customers.

During the year, we signed an agreement with global API platform

Aduna and explored other partnerships to support Spark’s initial

focus on scam and fraud prevention APIs. At the same time, we are

also working with our industry peers to make it easier for

organisations to connect and use these services across networks.

Within this work, we are focused on creating a trusted network layer

that will support real-time identity checks to help prevent fraud.

These capabilities will enable simple but important use cases. For

example, when a customer makes an online payment, a provider can

check in real time that the mobile number is still linked to that

customer and has not been taken over, such as through a SIM swap.

If something looks wrong, the payment can be paused or stopped.

This helps prevent fraud without relying only on SMS one-time

passwords.

Spark is working with organisations in areas such as banking,

payments, and digital platforms to build these capabilities into

everyday services. The goal is to improve security, while making

things simpler for end users. The service is expected to be available

to customers in FY27.

While Spark invests significantly to expand coverage and

capacity, there is a finite amount of capacity available at each

site. To help manage these high demand moments more

effectively, Spark has introduced 5G+.

5G+ is underpinned by network slicing (a capability of 5G

Standalone), which allows a mobile network to be divided into

dedicated segments for specific uses. Like creating priority lanes

on a busy motorway, network slicing enables certain users or

applications to access reserved network capacity during peak

periods, rather than competing with all other nearby devices.

Spark demonstrated this capability at the music festival

Synthony, held at Auckland Domain, broadcasting live

performances to YouTube over a dedicated 5G+ network. This

showed how 5G+ can support high-quality, real-time video

streaming in high congestion environments, reducing reliance

on fixed infrastructure, such as fibre, at event locations.

Looking ahead, 5G+ has applications beyond live events. It can

support smoother video calls, streaming, and online gaming for

households during peak periods, and enable businesses to

prioritise critical systems, such as security or payment processing.

Spark plans to launch 5G+ more broadly in FY27.

Bringing 5G+ to New Zealand

Demand on mobile networks increases sharply when large

crowds gather in one place. In these situations, thousands of

devices attempt to connect to the same nearby mobile site at

the same time, creating congestion as they compete for limited

network capacity.

Spark successfully broadcast a live Synthony performance

from Auckland Domain to YouTube using 5G+.

Leveraging AI to improve our network and technology

During FY26 we further embedded AI across our network and

technology operations.

In our network, we are working with our global partner, Nokia, to

enhance our operations, leveraging their advanced automation and

AI capabilities. This includes a proof-of-concept trial using AI to test

automatically adjusting energy use at a small number of cell sites in

line with demand.

We are also using AI to simplify how we design and deliver

technology. Behind every customer interaction whether online, in

store, or through a call centre, sits a complex set of systems that need

to work together seamlessly. Traditionally, assessing how a new idea

or change might affect them has been a time-consuming and highly

specialised task.

In FY26, we deployed ALICE (AI Logic and Insights for Channels

Evolution), an AI assistant embedded in Microsoft Copilot and Teams

that helps teams navigate this complexity in a simple, accessible way. It

allows teams to describe a new initiative in plain language and quickly

understand how it would impact Spark’s systems, highlighting risks,

identifying issues, and suggesting better ways to approach the design.

By transforming what was previously a time-intensive process into an

on-demand, workflow, ALICE enables faster, more consistent

decision-making. This means faster and better designed technology

solutions, and a more reliable experience for our customers.

During the year, we also introduced ‘Vibe-e’, a collaboration with our

global partner, Infosys, that uses AI for coding, and automates software

testing so that we can launch new products to our customers faster.

Spark New Zealand Annual Report FY2629
Migrating customers off legacy technology

onto future-proof alternatives

As technology evolves, retiring legacy infrastructure is essential to

maintaining network performance, resilience, and efficiency.

Spark is actively migrating customers from older technologies to

modern, future-ready alternatives that better support current and

emerging connectivity needs. This transition enables continued

investment in our 4G, 5G and fibre networks, while reducing

complexity and operating risk.

Completing our 3G network shut down

Spark completed its nationwide shut down of the 3G network at the

end of March, marking the closure of all 3G networks in New Zealand.

The shut down follows years of preparation to ensure customers

could move to faster, more reliable 4G and 5G technologies.

During this time, we upgraded all 3G-only cell towers to 4G or 5G,

and added over 120 new towers. Spark also undertook an extensive,

multi-channel approach to contacting customers who may be

impacted, from emails, texts, letters, pre-call announcements and bill

inserts. A dedicated 3G support team was set up, which handled

more than 17,000 calls, helping customers understand what they

needed to do to stay connected. Spark sent more than four million

notifications to customers to help them get prepared, and more than

150,000 Spark customers used the free SMS or online device checker.

In addition, we invested in an industry-wide mass awareness

campaign and partnered with Digital Equity Coalition Aotearoa

(DECA) to provide on the ground community support for at-risk and

digitally excluded communities with targeted outreach.

As an additional precautionary measure to keep customers safe,

prior to the shut down, Spark also proactively blocked around 300

individual mobile phones that were able to make standard calls, texts

and use data over 4G, but could not make emergency 111 calls on

the 4G network due to manufacturer-imposed limitations.

Shutting down 3G has reduced Spark’s network costs, and enabled

spectrum to be freed up for use by our modern 4G and 5G networks.

This improves network capacity, coverage and efficiency for Spark,

and supports faster speeds, improved reliability and expanded

coverage for our customers.

Retiring the Public Switched Telephone Network

The Spark-operated Public Switched Telephone Network (PSTN) is

the legacy copper-based network that has traditionally carried

landline phone services. Built in the 1980s, it is now rapidly reaching

the end of its life.

The majority of New Zealanders have already made the switch to

fibre or wireless proactively. In 2017 we had over a million customer

lines on the PSTN, and by the end of FY26 only 13,000 remain. As

customers move off the PSTN, we are able to decommission legacy

PSTN equipment. To date, we have decommissioned almost 85% of

our PSTN switches, which has resulted in a significant decrease in our

power usage and carbon emissions. Retiring legacy infrastructure

supports a simpler, more resilient network and lowers long-term

operating risk.

Completing the sale of our data centres

In January, we completed the sale of a 75% interest in our data

centre business to Pacific Equity Partners (PEP), creating a new

stand-alone company, TenPeaks Data Centres.

The New Zealand data centre market is expected to grow to

~300MW by 2030, driven by accelerating AI adoption, increasing

data sovereignty requirements necessitating local storage solutions,

and surging enterprise public cloud adoption.

TenPeaks is well positioned to meet this demand through its

Auckland development pipeline, with land and resource consents,

and site preparation and development progressing for its three

large-scale campuses during the year. TenPeaks also continued

investing in regional infrastructure, including upgrades and

expansion projects in Christchurch, Wellington and Hamilton

completed in FY26.

Sustainability remains central to TenPeaks’ growth strategy, and

its facilities are designed for high energy efficiency and minimal

water use.

All mobile networks providers in New Zealand

are shutting down their 3G networks. Spark

and Skinny’s 3G network ends 31 March 2026.

Let’s check your mobile phone can connect to 4G.

Phones that can’t connect to 4G won’t be able to:

• Send and receive text messages

• Make and receive calls, and contact

111 in an emergency

• Use mobile internet

Let’s check you can

stay connected

Check your phone today.

It’s free - send a text message

to 550 with the message ‘3G’

If you’re a Spark or Skinny

customer and need help,

call us on 0800 3G EXIT

(0800 343 948)

For more information, visit

spark.co.nz/3g-shutdown

Spark invested in a national ad campaign to ensure customers were

prepared for the 3G shut down.

Our environment
Sustainability is a key enabler of our SPK-30 strategy. The natural resources we rely on are not

just essential to our operations, they’re essential to delivering long-term success. By using

natural resources responsibly and efficiently, and supporting our customers to do the same,

we strengthen the sustainability of our business model, drive operational excellence, and

deliver lasting value for all of New Zealand.

30Our environment

Our environment

Spark subsidiary, Adroit, worked with the Far North District Council and Dryad Networks, to deploy an early wildfire

detection system at the Waitangi Endowment Forest and adjoining Waitangi Mountain Bike Park, establishing New

Zealand’s first fully connected ‘smart forest’.

Spark New Zealand Annual Report FY2631
Commitment to responsible environmental

management

Spark’s approach to environmental management is integrated into

our overarching ESG governance. See page 65.

Our Environmental Policy states our commitment and expectations

for our people to consider environmental impacts when making

decisions at work.

Environmental reporting

In addition to the high-level summary of our approach to

environmental management in this section, we also publish more

detailed environmental disclosures across accompanying reports.

Our Climate-related Disclosures Report includes detailed reporting

on the impacts of climate change on Spark’s operations. This includes

our climate-related risks, climate scenario analysis, and reporting our

greenhouse gas emissions against our science-based emissions

reduction target.

Our detailed GRI Index and ESG performance data can be found in

our ESG Data Pack, which includes environmental performance data,

including climate, energy, and waste.

Spark’s Environmental policy, ESG Data Pack and Climate-related

Disclosures Report are here: spark.co.nz/governance

1. This means Spark is committed to pursuing this target and we are working towards it. For clarity, this is not a guarantee that we will meet this target.

Reduction pathway

required to meet

FY30 target

FY26FY25FY24FY23FY22FY21FY20

Mobile combustion

- fleet vehicles

Fugitive emissions   

Fixed network

Mobile network

Corporate/Retail

Natural gas

Stationary combustion

- diesel generators

GHG emissions (tCO

2

e)

Baseline

year

0

5,000

10,000

15,000

20,000

Performance against our climate

commitments

We provide detailed reporting on our performance against climate

metrics and targets in our Climate-related Disclosures Report, which

includes our FY26 Greenhouse Gas (GHG) Inventory and tracks our

year-on-year emissions performance.

Our key target is our science-based emissions reduction target,

which has received verification by the Science Based Targets initiative

(SBTi). This target includes a commitment

1

to reduce our scope 1 and

2 emissions by 56% by FY30 against a FY20 baseline year, alongside

a scope 3 emissions target that 70% of our suppliers (by spend) have

science-aligned targets in place by the end of 2026.

By the conclusion of FY26, that target was achieved with 71% of our

spend with suppliers that have targets, up from 61% in FY25 (see

page 38 of our Climate-related Disclosures Report for more details).

Performance against our emissions reduction target

(scope 1 and 2)

Emissions reduction does not track in a straight-line trajectory and

often occurs in step changes tied to specific initiatives. FY26 included

a significant boundary change in our reported emissions following

the divestment of our data centre operations to TenPeaks. Our FY20

base year and historical scope 1 and 2 figures have been restated to

reflect this new boundary.

We saw a significant reduction in scope 1 and 2 emissions in FY26,

both against our previous year and against our FY20 baseline.

Year-on-year emissions reduced 57%, and are now tracking 59%

below our FY20 base year, ahead of our FY30 target of a 56%

reduction.

Scope 1 emissions dropped 7.8% year-on-year, mainly due to a 20%

(255 tCO

2

e) decrease in fleet emissions. This was partially offset by a

45% (215 tCO

2

e) increase in fugitive emissions, driven by more

reactive refrigerant top-ups.

Scope 2 emissions reduced 66% year-on-year. These emissions,

related to electricity use which powers our networks and

infrastructure, remains our largest overall source of emissions related

to our direct operations, at 69% of our total scope 1 and 2 emissions.

These emissions are influenced by several factors, including the

national grid emissions factor, which decreased 42.4% in the past

year. This follows the winter energy crisis experienced in FY25, when

reduced hydroelectric generation drove increased reliance on

coal-fired generation to meet demand. In FY26, hydro generation

recovered, reducing the need for coal and gas generation and

easing pressure on the grid emissions factor.

We were also able to reduce our reported scope 2 emissions

through our ten-year renewable energy partnership with Genesis

Energy, by linking emissions from electricity consumption to new

renewable generation.

The partnership matches Spark’s energy consumption via Renewable

Energy Certificates with new renewable energy generated by the

Lauriston solar farm. FY26 was the first reporting period Lauriston

was generating for the entire 12 months, enabling Spark to reduce

reported market-based scope 2 electricity emissions by 2,270 tCO

2

e.

For running header don't delete
32Our environment

Electricity consumption

FY26FY25FY24FY23FY22FY21FY20

69.62

113.47

66.05

77.95

108.83

124

99.16

0

20

40

60

80

100

120

140

160

0

20

40

60

80

100

120

140

160

GWh consumed

tCO

2

e/GWh

Fixed network

Mobile network

Corporate/Retail

Residual Supply Factor  

In the past year we have seen a decrease in electricity consumption

linked to our scope 2 emissions. Our electricity consumption is down

18% from 122GWh to 100 GWh. This decrease is largely due to the

acceleration of our long-standing programme of network

simplification, including the decommissioning of legacy equipment,

such as the public switched telephone network (PSTN), which has

driven year-on-year reductions in electricity use across our fixed

network. These savings offset growth in other areas, such as our

mobile network, which is increasing its energy use as we expand

coverage of our 5G network.

Reducing electronic waste

Electronic waste is an important issue for Spark due to the potential

volume generated by our operations and the end-of-life impact of

customer equipment. That’s why we are focused on circularity and

minimising environmental harm from improper disposal.

We recycle end-of-life network equipment, with materials separated

and processed by local recycling partners. Some components are

sent overseas for recycling, reselling, or reusing. In FY26 we

recovered 285 tonnes of electronic waste via our e-waste recycling

partner, up from 207 tonnes in FY25. We also recover scrap metal

and other material from network equipment. In FY26 we recovered

354 tonnes of scrap metal, a slight decrease from 364 tonnes in

FY25. Across both categories this represents a 12% increase in

materials collection and recovery from FY25.

In FY26 Spark received 29,475 mobile devices for recycling and

trade-in, up from 20,828 in FY25. Trade-ins are increasingly popular

with our customers, allowing them to unlock value from their older

devices, while supporting reuse through refurbishment and resale.

Devices that can’t be redeployed are stripped for essential materials,

which are reused in new products.

Engaging our people behind our

sustainability commitment

Sustainability is a core enabler of Spark’s SPK-30 strategy and

underpins how we create long-term value for New Zealand. Our

sustainability framework recognises that meeting our environmental

ambitions depends not only on clear goals and governance, but on

the active participation of our people. By engaging our workforce,

we embed sustainability into everyday decision-making and

operational practice.

In FY26, this focus translated into action through two employee

planting days at our satellite communications site in Warkworth.

Together, we planted and nurtured more than 2,000 native trees and

flax, including mānuka, harakeke and kahikatea. These species play

an important role in reducing silt runoff into the surrounding river,

estuary and harbour, improving water quality and creating safer

habitats for native eels and fish. Initiatives like this demonstrate how

empowering our people to contribute directly to environmental

outcomes supports delivery of our sustainability ambitions and the

long-term objectives of SPK-30.

Over 100 Spark people participated in planting days held at our satellite

communications site in Warkworth.

>

100

More than 100 of our people worked alongside the

Department of Conservation, Ngāti Manuhiri, and

Auckland Council to help restore local biodiversity,

reflecting our commitment to partnership and our Māori

strategy, Te Korowai Tupu.

Spark New Zealand Annual Report FY2633
Remuera Exchange: Smarter

infrastructure, lower impact

At our Remuera Exchange, we are demonstrating how

targeted upgrades, and real-time data can significantly

improve energy efficiency and environmental performance

across our network.

As a pilot site for modernising critical infrastructure, Remuera

brings together solar generation, smarter design, and

advanced IoT monitoring to reduce energy consumption,

while improving operational insight.

New solar panels provided through Spark subsidiary, Entelar

Group, are already delivering tangible benefits, supplying up

to one-third of the site’s daily energy needs during peak

summer periods. This reduces reliance on grid electricity and

lowers the overall emissions associated with our operations.

We have also reconfigured the transmission environment to

improve efficiency. By separating active equipment zones

from surrounding space, we have reduced the footprint

requiring cooling, resulting in a meaningful reduction in

power demand.

To support ongoing optimisation, the site is now equipped with

multiple real-time monitoring systems that provide detailed

visibility of energy use and temperature conditions. These

include Packet Power sensors and Spark’s IoT Bridge platform,

enabling performance data to be captured at frequent intervals

and supporting more responsive decision-making.

Looking ahead, we are expanding IoT capability at the site,

including the integration of a rooftop weather station to track

environmental factors, such as solar irradiance, temperature

and wind conditions. Over time, these datastreams will be

brought together through our Asset IQ platform, creating a

single view of operational and environmental performance.

Remuera serves as a proof of concept for how we can

modernise exchanges using data, smart design and existing

infrastructure. The insights gained are informing how we

scale similar improvements across our network, multiplying

both energy savings and operational efficiency over time.

Harnessing the power of technology to

improve environmental outcomes

Spark subsidiary, Adroit

1

, worked with the Far North District Council

and Germany-based Dryad Networks, to deploy an early wildfire

detection system at the Waitangi Endowment Forest and adjoining

Waitangi Mountain Bike Park, establishing New Zealand’s first fully

connected ‘smart forest’.

Northland’s climate has shifted dramatically in the past decade.

Longer dry spells, elevated temperatures, and more frequent

high-wind events have increased the region’s vulnerability to

fast-moving fire. Recent peat and scrub fires have burned for weeks,

emitted enormous volumes of carbon, and stretched limited

firefighting resources.

Traditional detection methods only identify fires once they are visible

above the canopy, when a fire may already be burning at a size and

intensity that demands a full emergency response.

Adroit’s system uses a network of 250 solar powered sensors

connected via Spark’s IoT network to detect early indicators of fire,

including changes in air quality associated with smouldering,

enabling faster response in the critical early minutes when a small

crew can extinguish a potential wildfire quickly and safely.

By strengthening preparedness and helping protect native biodiversity

and valuable ecosystems, along with safeguarding one of New

Zealand’s cultural landmarks, the project demonstrates how connected

technology can enhance resilience to climate-driven hazards.

A fire-detection, solar-powered IoT sensor at Waitangi Endowment Forest.

Spark’s Autonomous Network Lead, Ulrich Frerk demonstrates a

Packet Power sensor which enables real-time power monitoring

at the Remuera Exchange.

1. Adroit is a Spark-owned technology business that specialises in real-time

environmental IoT monitoring and intelligence.

Our communities
Earning the trust of our communities and stakeholders is critical to maintaining our licence to

operate and the long-term health of our brand and our business, which supports value

creation for our shareholders. We work alongside New Zealand communities to harness the

power of technology to create a positive digital future for all. Our products and services help

our communities to stay connected and enable the provision of community services.

34Our communities

Our communities

Spark New Zealand Annual Report FY2635
Championing digital equity

At Spark, our commitment to digital equity starts with our purpose

– to help all of New Zealand win big in a digital world.

Digital equity starts with having access to devices and a connection

to the internet, but it doesn’t stop there. To close the digital divide,

our communities need the skills to use technology, trust in the digital

world, and the motivation to participate.

Every year, Spark commits a significant amount of funding, alongside

internal resources, to achieve our digital equity ambitions and

contribute to our communities.

Improving access and affordability through

Skinny Jump

Skinny Jump is Spark’s not-for-profit wireless broadband service for

people who find cost a barrier to having an internet connection at

home. The service is entirely prepaid, so there are no long-term

contracts or credit checks needed. Customers are provided with

35GB of data for just $5, with the first 15GB of data each month free

and the ability to purchase up to six top-ups a month.

Jump is delivered by a team of Spark people, alongside a community

partner network, which is overseen by the Digital Inclusion Alliance

Aotearoa (DIAA) and includes over 300 local organisations

nationwide. There are now over 34,913 households across the

country who are actively using Skinny Jump. For wireless broadband,

an active connection is defined as a customer having used their

modems in the last 30 days. However, Skinny Jump customers are

more likely to have infrequent internet use as they have to reprioritise

their monthly spending when budgets are tight. This is why for Jump,

we also measure customers who have used their modem in the last

90 days, and in FY26 this totalled 38,222 households.

Tōnui Collab is supported by Spark Foundation and offers digital skills

training in marae-based wānanga settings.

Tōnui Collab creates opportunities for kōhine (year 6 – year 9) to come

together to develop confidence with a range of technologies.

In FY26, Skinny Jump continued its key partnerships, including the

Ciena Jump for Students Fund, which gives eligible students free

Skinny Jump connections until the end of the school year. There are

now 1,243 students using the Ciena Jump for Students Fund.

Skinny Jump also continued to support the ‘Awhi Matihiko: Red

Cross Digital Settlement Package’ – a collaboration with New Zealand

Red Cross, Internet NZ, and Digital Inclusion Alliance Aotearoa that

gives new refugees free Skinny Jump connections (for 12 months),

laptops, and digital skills training.

In FY26, the commercial value of the data provided to households in

need through Skinny Jump, totalled over $9.1 million. Skinny Jump

has been designed to operate on a not-for-profit basis – with the

revenue generated covering the costs of the free modems,

community partner network, product development, and customer

care and education.

As we look ahead, FY27 will mark 10 years since Skinny Jump was

first introduced, a milestone that reflects a decade of partnership,

innovation, and commitment to improving digital equity outcomes

for whānau across Aotearoa.

For running header don't delete
36Our communities

Ciena Jump for Students Fund gives students free Skinny Jump

connections for the school year.

Spark Foundation

Spark Foundation leads Spark’s work in the community.

The Foundation has a single-minded focus on digital

equity, and its vision is that no New Zealander is left

behind in a digital world.  It has focused its strategy on

the areas it can make the biggest difference – digital

access, digital skills and pathways, and digital wellbeing.

We provide funding, advocacy and other resources

across these three strategic focus areas, with

prioritisation to rangatahi Māori and other youth who

are disproportionally impacted by inequity. In FY26,

more than 50% of funding was allocated towards

initiatives that support Kaupapa Māori-based initiatives.

In FY26, Spark Foundation donated $1.6 million towards

funding digital equity-focused community projects.

Funding is allocated through a strategic partnership

approach, with most partners funded for a minimum of

two years. Spark Foundation also funds one-off grants

and advocacy projects that deliver better digital equity

outcomes.

During the year, the Foundation continued to invest in

eight multi-year partnerships and established two new

partnerships with Netsafe and the South Auckland

Creative & Tech Hub (SACTH). Netsafe is a long-

standing Spark partner, with a shared focus on

advancing online safety and wellbeing, while SACTH is

an initiative supporting rangatahi (youth) through

creative and technology pathways.

More information about Spark Foundation:

spark.co.nz/spark-foundation

Skinny Jump Mobile

Alongside our core broadband service, in FY26 we

piloted a targeted Jump Mobile programme, with

support from our partner Nokia. This programme has

been designed to support communities experiencing

digital exclusion that cannot be solved through home

broadband due to lack of a fixed address.

The pilot provided sponsored devices and subsidised

mobile access through trusted community partners,

including Auckland City Mission, Eastern Refuge Society,

Te Tahi Youth, Te Whare Hīnātore, Women’s Refuge

Palmerston North, and New Zealand Red Cross

(Wellington and Masterton) – targeting groups including

rangatahi at risk, people experiencing housing instability,

and those affected by family violence.

Stay in touch.

Here’s your new phone and

Skinny Jump mobile plan.

Mobile in partnership with

Skinny Jump mobile is designed to support communities

experiencing digital exclusion that cannot be solved through

home broadband.

3 4 ,913

Households across the country actively using Skinny Jump.

1, 243

Students using the Ciena Jump for Students Fund.

Spark New Zealand Annual Report FY2637
Tūrama Pathways

Tūrama is a pathways programme, in collaboration

with Spark, designed to create career opportunities in

technology for young people who are interested in

entering or advancing in this field, with a focus on

groups that have traditionally been under-

represented in the industry such as Māori, Pasifika and

women.

The programme has a holistic approach, developed

to ensure that participants receive a well-rounded and

meaningful learning experience that enables them to

successfully transition into the workforce.

During FY26, Tūrama Pathways held two cohorts of

internships in partnership with Waikato Tainui and

GirlBoss. Since the inaugural cohort, 12 graduates

have secured longer term employment opportunities

at Spark.

Connecting our people to our communities

Spark encourages our people to give back to the community

through our Spark Give programme, which matches employee

charitable donations (up to a total pool of $250,000 per annual year)

and Spark Volunteer programme, which provides all Spark people

with one day leave a year to commit to volunteering.

You can find more information on these programmes and

participation levels in our ESG Data Pack.

Spark’s ESG Data Pack is available here:

spark.co.nz/governance

Partnering with GirlBoss NZ to expand

Tūrama Pathways

In March, Spark partnered with GirlBoss NZ to select 11

exceptional young women as part of a Tūrama Pathways

internship cohort.

With women making up just 27–29% of Aotearoa’s digital

IT workforce, this partnership enables Tūrama Pathways to

reach GirlBoss NZ’s community of more than 17,500

young women across Aotearoa to explore careers in

science, technology, engineering, and mathematics

(STEM) and entrepreneurship.

In addition to work experience, the programme also

brought together senior Spark leaders as mentors to

guide and support the interns over the eight-week

internship.

Tūrama Pathways creates career opportunities in technology for

young people, with a focus on groups that have traditionally been

under-represented in the industry.

In FY26, Tūrama Pathways partnered with GirlBoss on an

internship programme at Spark.

Our people
Our people are essential to our business, and our culture is an important enabler of our

SPK-30 strategy. We are focused on creating a high-performance culture that offers our

people leading-edge learning and development and the opportunity to grow their careers

in an inclusive environment.

38Our people

Our people

Spark New Zealand Annual Report FY2639
People engagement

We measure engagement twice a year to understand how our

people experience Spark, where we are making progress, and where

we need to focus our efforts. We use a globally recognised

engagement measure that covers pride in working at Spark, whether

our people would recommend Spark as a great place to work, and

their level of motivation and likelihood of staying with us in the near

future. Feedback from these surveys is shared openly across the

business and our teams are encouraged to have conversations about

what is working well and what could be improved. These insights

help leaders and teams strengthen performance, inclusion and the

overall employee experience.

At the end of FY26 our people engagement score was 61%, which

is up from 50% a year ago.

Our survey also showed strong responses on key measures, with

89% of our people saying they can clearly see how their work

contributes to better outcomes for our customers, and 81% knowing

how their work contributes to the goals of Spark. Feedback on

wellbeing and inclusion-related topics were also strong, with 88%

agreeing that their leader cares about their wellbeing, 82% saying

they bring their authentic self to work, and 87% feeling like they are

a part of a team. These results reflect our continued investment in

Engaging our people behind our SPK-30 strategy

Our people play a vital role in delivering Spark’s strategy and

driving the performance of the business. In FY26, we focused

on helping our people clearly understand where Spark is

heading and how their work contributes to our success.

We launched our five-year strategy, SPK-30, in a way that brought

people together, rebuilt confidence, and provided a clear sense

of direction at a time of significant change. Our leaders spent

time discussing the strategy openly at an all-company strategy

launch event, with follow-up sessions held in the weeks that

followed to reorient our teams to our new ambitions.

We deliberately invested in ensuring that employees in

frontline, retail, and offshore roles had the same access to

information as office-based teams. This approach strengthened

alignment, lifted engagement, and reinforced the message that

Spark’s long-term success depends on our people being

informed, motivated, and focused on delivering better

outcomes for our customers.

61%

Our people engagement score is up from 50% a year ago.

We brought our people together at Auckland’s Spark Arena to launch our SPK-30 strategy.

leadership capability, inclusion and creating an environment where

people can contribute, grow and perform at their best.

A key focus during FY26 was strengthening the connection between

our strategy, culture and the everyday experience of working at

Spark. 74% of employees reported understanding how SPK-30

applies to their role, while 79% understood Spark’s new ways of

working standards.

While engagement improved significantly during FY26, future

confidence, career development opportunities, and leadership

capability remain areas of focus. These priorities will continue to

shape our work in FY27 as we build a culture that supports high

performance, adaptability and the successful delivery of SPK-30.

For running header don't delete
40Our people

Upskilling our people and

communities through Te Awe

In FY26, our skilling centre Te Awe continued to build

workforce capability by upskilling our people.

We continued to offer programmes through our partners,

such as Microsoft AI training for CoPilot and Github, as

well as Microsoft Cloud. In the past year, 574 of our

people have been through one of these programmes.

Alongside upskilling our people, Te Awe is helping equip

New Zealanders of all ages with the critical digital skills

needed to participate in a digital workforce.

Building on the Generative AI Foundations micro-

credential launched last year in partnership with Open

Polytechnic and Te Pūkenga, in FY26 we launched a Level 5

micro-credential, Artificial Intelligence for Business

Leaders, to support leaders to integrate Generative AI into

their business strategies and drive productivity. It can be

completed online in 10 weeks with approximately five

hours per week, with intakes each month, making it ideal

for personal or professional development. Over 1,000

New Zealanders have completed certifications across the

two micro-credentials so far.

During the year, we also ran an AI for Kids Workshop,

where over 190 children of Spark employees completed

their AI Explorer licenses, marking their completion of an

immersive AI learning experience at Spark, and teaching

them how to explore the world of AI safely.

Through Te Awe, we also launched ‘Immerse’, a

programme that provides opportunities for our team

members who work in roles that aren’t customer-facing to

spend time with real customers – helping to drive better

understanding and more innovative solutions that are

focused on customer needs.

Investing in learning and development

Continuous learning is central to how we develop our people at

Spark. We focus on building capability and adaptability, so our

people understand customer needs, bring diverse perspectives,

respond quickly to change, and sustain high performance as our

business evolves.

In FY26, we continued to invest in building future-ready skills across

our business, complementing the learning opportunities available

through Te Awe, our internal skills hub. This included focused

development in areas critical to Spark’s success, including Artificial

Intelligence, customer-centricity, leadership and inclusion, helping

our people strengthen the capabilities needed to respond to

changing customer expectations, emerging technologies and

evolving business needs.

Supporting an AI-capable workforce

As AI becomes more embedded across our operations, we are

equipping our people with the skills to use it effectively.

Our people have access to a range of AI tools, including third-party

office productivity products such as Microsoft CoPilot, Spark-specific

applications to support with information retrieval and summarisation,

and AI assistants that are curated to specific roles, such as our contact

centre call-summarisation platform, Bravety, or coding and testing

tool, Vibe-e.

Our people must complete an AI learning module as part of their

mandatory training which ensures our people know how to use these

tools safely and ethically in line with Spark’s AI principles and policies.

Cultivating adaptive leaders to build

high-performing teams

We continued to invest in targeted development experiences,

coaching and expert-led learning, while embedding Spark’s

Leadership Standards across our Senior Leadership team. This has

created greater clarity around the behaviours and capabilities

required to lead successfully at Spark. Together, these investments

strengthen our ability to build high-performing teams and deliver our

strategic priorities.

During the year we launched Mobilise, an inclusive leadership

programme designed to strengthen leaders’ ability to build

high-performing teams through inclusive leadership practices. The

programme focuses on building leaders’ confidence, capability and

allyship skills, helping them create environments where diverse

perspectives are valued, people can contribute fully, and teams can

achieve stronger performance outcomes.

As we look to FY27, our focus will be on further strengthening

leadership capability and future-ready skills, including the next phase

of our adaptive leadership approach, ensuring our people and

leaders are equipped to navigate complexity, accelerate

performance and deliver on Spark’s SPK-30 ambitions.

Over 190 kids of Spark employees attended our AI for Kids

holiday workshops.

Spark New Zealand Annual Report FY2641
Te Korowai Tupu

Our Māori strategy, Te Korowai Tupu, guides Spark’s

cultural capability in te ao Māori and strengthens how

we engage with our people, our customers and the

communities we serve, particularly iwi.

During FY26 we continued to embed te ao Māori

principles across our business to strengthen cultural

integrity and deepen relationships with mana whenua.

We developed a kaupapa Māori playbook for our

strategic global partners to support culturally grounded

ways of working and introduced all new Spark employees

to Te Korowai Tupu as part of their induction experience.

We also designed tikanga Māori recruitment resources

to support more inclusive attraction and hiring practices

and established a workforce management framework in

partnership with Tū Ātea to support sustainable Māori

talent pathways.

We continued to embed an understanding of Māori data

sovereignty amongst our people, through Te Kāpehu

Whetū – an internal resource that supports our people to

navigate the considerations of Māori for tino

rangatiratanga (sovereignty) and mana motuhake

(self-determination) in an increasingly data-driven world.

Across the year, we celebrated Waitangi Day, Matariki,

and Te Wiki o te Reo Māori at Spark, encouraging

engagement with kaupapa Māori and building our

people’s confidence and capability in te reo Māori.

As part of Te Korowai Tupu, we continue to foster positive

relationships with iwi, and in FY26 we established a new

partnership with Ngāi Tai ki Tāmaki to plan the future of

our network communications site at Musick Point in

Auckland’s Bucklands Beach. We also partnered with

local iwi Ngāti Manuhiri in Warkworth on a project to

restore biodiversity at Spark’s satellite station in the area.

Mobilise is designed to build leaders’ confidence, capability and

allyship skills so they can create more inclusive teams and

workplaces. As part of our inclusion strategy, the programme equips

leaders to champion inclusion in everyday decisions and behaviours,

helping make belonging a lived experience across Spark. This

programme will continue through FY27.

We continue to report on our diversity performance annually and

have targets to improve across our business which remain important

indicators of progress.

We also take the time to celebrate the things that make our teams

unique through our ‘Blue Heart’ programme. In FY26, we celebrated

many cultural events that are important to our people, such as

Matariki, Diwali, Lunar New Year, Eid, and Pasifika language weeks.

Read our Diversity and Inclusion Policy:

spark.co.nz/diversity-policy

Health, safety, and wellbeing

Spark’s health and safety management system is focused on

continuous improvement and covers all Spark employees and

contractors working at Spark sites.

During FY26 no Spark employee or contractor suffered serious injury

or death whilst at work. Our TRIFR (Total Recordable Incident

Frequency Rate) decreased to 2.35 per million hours worked, with

strong partnering support for early injury management through

Howden Care and Habit Health. No notifiable events were reported

under current New Zealand health and safety legislation.

Our people’s wellbeing is a priority at Spark and is supported

through our Mahi Tahi programme. The four pillars of the Mahi Tahi

framework are closely aligned with Te Whare Tapa Wha (the four

cornerstones of Māori health) – healthy work environment;

connection, collaboration, and community; mind health; and energy.

Our online Wellbeing Hub includes opportunities for our people to

book sessions with Spark-certified Mahi Tahi coaches (who are

trained and supervised by psychologists and act as first-line support

to our people) or one of our psychologists, who we have partnered

with directly to provide specialist care to people in critical need.

We also continued our partnership with Clearhead – a wellbeing app

that provides access to a range of online tools and resources, as well

as specialised care with psychologists and counsellors.

Diversity, equity, and inclusion

Diversity, equity, and inclusion are central to our business strategy,

empowering us to better serve our broad and varied customer base

throughout New Zealand.

In FY26, we strengthened our approach to inclusion launching the

Belonging Index as our primary measure and launching Mobilise, an

inclusive leadership programme.

The Belonging Index developed out of work Spark pioneered with

Champions for Change and was introduced this year as Spark’s

primary measure of inclusion, providing a clear view of whether our

people feel valued, respected, safe and able to contribute fully at

work. Our initial target was for this to reach 80% which we met in our

May employee survey – this means 80% of people agree with

statements relating to their feeling of belonging at Spark.

Spark team members celebrating Diwali at Spark City in Auckland.

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42Our people

Our diversity and inclusion performance

Over the past year we continued our focus on improving female representation to support our 40:40:20 representation target Spark-wide, which

refers to 40% men, 40% women, and 20% of any gender.

1

In FY26, female representation across Spark increased to 37%, up from 35% in FY25.

As at 30 June 2026, our Leadership Team had a 37.5% female and 62.5% male split and our Board had a 50% female and 50% male split, with

four female directors and four male directors.

In addition to the tables below, we also publish a stand-alone ESG Data Pack containing detailed employee reporting, including employees by

contract type, benefits available to employees by contract type, and parental leave return rates.

Spark’s ESG Data Pack is available here:

spark.co.nz/governance

Gender composition by role as at 30 June 2026 (with headcounts)

There are 30 people who have not provided/prefer not to disclose their gender.

Gender

2


Number of people Female % Male % Female # Male # Gender diverse

DirectorsFY26: 850%50%44

FY25: 1-7%7%43

Leadership Team

3

FY26: 837.5%62.5%35

FY25: -2-13%13%55

Other leadership

roles

4

FY26: 4840%60%1929

FY25: -14-6%6%2834

Permanent startersFY26: 31241%59%129183

FY25: -85-6%6%189208

Permanent leaversFY26: 91467%33%611299

FY25: -57538%-38%4371,050

Total

5

FY26: 3,42337%63%1,2442,135 7

FY25: -6262%-2%1,4052,576 10

Age distribution by role (with headcounts)

Age

Number

of people

Under

30 years old

30 – 50

years old

Over

50 years old

Directors80%12.5%87.5%

1No change-2%2%

Leadership Team

3

80%50%50%

-2No changeNo changeNo change

Other leadership

roles

4

480%58%42%

-14No changeNo changeNo change

Permanent starters31233.5%56.5%10%

-85-5%2%3%

Permanent leavers9149%41%50%

-5755%-26.5%21.5%

Total

5

3,42313%59%28%

-626-2%-1%3%

1. The “20” in the 40:40:20 ratio refers to the

remaining portion of a group or team that can

be filled by any gender including male, female,

non-binary, and other gender identities,

allowing for further diversity and inclusion

beyond the 40/40 split.

2. For the purposes of complying with NZX

Listing Rule 3.8.1(c) no directors or members

of the Leadership Team self-identify as gender

diverse.

3. Includes the CEO who is also included as a

Director in the line above. The Leadership

Team is considered ‘senior managers’ for the

purposes of the Financial Markets Conduct Act

2013, ’senior executives’ for the purposes of

the ASX Corporate Governance Council’s

Principles and Recommendations and ‘officers’

for the purposes of NZX Listing Rule 3.8.1(c).

4. Substantive roles that report directly to

members of the Leadership Team.

5. Includes non-executive directors and

employees who have not provided/prefer not

to disclose gender. Spark’s employee

headcount, including our CEO, is reported as

3,416.

Spark New Zealand Annual Report FY2643
Reducing our gender pay gap

For several years Spark has focused on reducing its overall gender pay gap and made significant progress since 2020. We are pleased to see

further progress has been made with our median pay gap falling from 23% in FY25 to 21% as at 1 July 2026 (down from 28% in FY22). This

progress reflects our focus on partnerships, pathways and practices to improve female representation and progression across the business.

We continue to target ongoing reductions in our pay gap and these targets were incorporated into our long-term incentive schemes in

FY23-FY25 covering the period to 30 June 2027 with a target of 16%.

CategoryNumber of employees

in category

Gender gap:

mean

1

Gender gap:

median

2

Leadership: FY26: 56 (34 Male, 22 Female)FY26: -1%FY26: 8%

CEO, Leadership Team and substantive roles that

report directly to members of the Leadership Team

FY25: 72 (39 Male, 33 Female)FY25: 4%FY25: 18%

Technology: FY26: 1,543 (1,179 Male, 364 Female)FY26: 8%FY26: 11%

employees who work in technology-focused areas

of the business

FY25: 2,001 (1,552 Male, 449 Female)FY25: 10%FY25: 14%

Customer Channels: FY26: 732 (363 Male, 369 Female)FY26: 3%FY26: 0%

people primarily employed within our contact

centres and retail operations

FY25: 791 (394 Male, 397 Female)FY25: 3%FY25: 0%

Rest of Spark: FY26: 1,048 (559 Male, 489 Female)FY26: 17%FY26: 19%

including corporate, product, marketing, and

customer units

FY25: 1,117 (591 Male, 526 Female)FY25: 18%FY25: 18%

Total

3

FY26: 13%FY26: 23%

FY25: 11%FY25: 23%

1. Pay gap = (mean male salary - mean female salary)/mean male salary

2. Pay Ratio = (median male salary - median female salary)/median male salary

Calculated using hourly On Target Earnings or Total Base Remuneration plus Short-Term Incentive Target values as at 30 June 2026.

3. Gender diverse individuals and those who have not provided or prefer not to disclose their gender were excluded from the analysis.

Focusing on improving ethnic representation

In FY26, we continued to focus on attracting, retaining, and progressing employment of a diverse range of people across our organisation.

79% of our people have shared their ethnicities, with 165 unique ethnicities identified. This diversity contributes strongly to our workplace culture.

In FY26, Māori and Pasifika represented ~8% of our workforce. This has remained unchanged from the previous year. Improving Māori and

Pasifika representation continues to be a priority as we seek to better reflect New Zealand’s changing demographics and the diversity of our

customers.


0102030405060708090100

Rest of Spark

Other

leadership

roles

Leadership

Team

Board

Total

NZ European/

European

New Zealander

Asian

Pasifika

Middle East,

Latin America

and Africa

Māori

Other

Percentages based on permanent and fixed-term employees at Spark; employees as of 30 June 2026 who had provided ethnicity data (n=2,715). NZ European/European

includes all European ethnicities (e.g. British, German, and Australian European). Previously we have grouped ‘New Zealander’ into this category – but as this could refer to

anyone who self identifies as a New Zealander. We have chosen to include New Zealander as a separate category this year. Spark collects information on main and other

ethnicity where an individual identifies with more than one ethnicity. Consistent with the Champions for Change methodology, where an individual reports more than one

ethnicity, these are represented equally (e.g. two ethnicities represented as 0.5 each).

For running header don't deleteRemuneration Report
Kia ora,

On behalf of the Board and the Human Resources

and Compensation Committee (HRCC), I am

pleased to present Spark’s Remuneration Report

for the year ended 30 June 2026.

Spark and its subsidiaries directly employ more than 3,400 people

across New Zealand, spanning corporate offices, retail stores,

network operations and technical environments. In addition to this

we have several hundred people who work within our partner

organisations, both in New Zealand and in global teams, as well as

other contractors and people employed by our Spark Business Hubs.

Our approach to remuneration is designed to remain competitive in

a dynamic talent market, while ensuring affordability and long term

sustainability. We offer a comprehensive employment package that

combines a competitive base salary with a highly valued range of

benefits for our people.

For a defined group of senior leaders and employees with enterprise

wide accountability, variable remuneration forms a key component.

The Short Term Incentive (STI) Scheme in FY26 continued to evolve

with a clear focus and weight on financial outcomes that benefit our

shareholders. We introduced a free cash flow target alongside

EBITDAI, and in line with SPK-30, mobile service revenue growth was

included as a key strategic priority, alongside our focus on better

network and customer experiences.

Remuneration Report

Our Long Term Incentive (LTI) Scheme remains focused on rewarding

the delivery of sustained shareholder value, with the use of both

relative and absolute total shareholder return measures as core

performance hurdles. Following a detailed review of these schemes

for FY26 targets and measures, the Committee has kept similar

measures in place for FY27.

The HRCC continues to maintain a deliberate focus on governance,

transparency, and alignment to shareholder outcomes.

Remuneration frameworks are regularly assessed against external

market benchmarks and internal performance outcomes to ensure

they remain fit for purpose and support Spark’s strategic direction.

I would like to acknowledge and thank all our Spark people for their

hard work in executing the first year of our SPK-30 strategy. I look

forward to FY27 as we continue to create a strong culture of

high-performance and delivery.

Ngā mihi nui,

David Havercroft

Chair of the HRCC

A note from

David Havercroft

Chair of the HRCC

Remuneration Report44

FY26 Short-Term Incentive Scheme outcomes
For FY26, substantively all STI participants shared the same Spark

Group targets, comprising of EBITDAI, free cash flow, mobile service

revenue, customer experience, and network leadership measures. The

on-target percentages are provided in the table below. Where the

result of a performance metric falls below a specified threshold, there

is no payment for that proportion of the STI. Performance at threshold

is paid at 50%, on target performance at 100% and achieving stretch

targets can scale the payout up to 200% – performance in between

these levels is calculated on a straightline basis.

The FY26 Group performance outcome, as approved by the Board,

is summarised in the table below with a 90.5% outcome for STI

payments.

Performance

metric%TargetOutcome

%

Outcome

Group

EBITDAI

30% $1,047m $1,035m21.0%

Free cash flow20%$310m$308m19.0%

Strategic

growth in

mobile service

revenue

30%$996m$998m35.5%

Customer

experience

– Consumer

and SME

iNPS

10% +42 (iNPS) +4210.0%

Network

Leadership

(Open Signal

coverage

positioning

– at 30 June

2026)

10%#1 outright

coverage nationally

Achieved


5.0%

#1 outright

reliability

nationally

Not

achieved

– Joint #1

Joint #1 reliability

Auckland

Achieved

Total

payment

100%90.5%

FY27 Short-Term Incentive Scheme target

The mechanics of the FY27 STI will be the same as those for FY26.

Group results will be the main determinate of the STI pool, with

substantively all participants sharing the same Group measures. The

FY27 group measures will be a combination of EBITDAI, free cash

flow, mobile service revenue, customer experience, and network

leadership measures.

MeasureWeighting

Core financial metrics (EBITDAI and free cash flow)50%

Strategic growth in mobile service revenue30%

Customer experience and network leadership20%

Remuneration at Spark

Spark remunerates our people with salaries in line with the market,

alongside consideration of performance, scope, skills, and

experience, to recruit and retain the best talent.

We have an annual salary review process for all eligible permanent

employees. For most employees this is based on our Contribution

Model, which considers employee development in their ‘craft’, as well

as the application of people skills, customer focus, and commercial

acumen. The aim is to ensure progression is transparent, with a

five-step career ladder from beginner to expert and clearly defined

competencies to progress against. Salary ranges for steps are

transparent for our people and benchmarked against the New

Zealand market.

Fixed remuneration

All Spark employee packages include a fixed remuneration

component that is set based on contribution, experience, and market

relativities. Fixed remuneration consists of base salary.

KiwiSaver sits outside fixed remuneration and as such, employees

with KiwiSaver receive employer contributions on top of base salary

and incentives. A number of Spark-funded benefits, including

medical and life insurances, are also available to eligible employees

on top of fixed remuneration.

Short-term incentive schemes

Spark operates a small number of short-term incentive schemes,

from monthly and quarterly commission and sales incentive plans to

annual cash-based short-term incentives. Some employees in specific

sales positions may have a component of their remuneration subject

to individual or divisional sales performance targets, such that their

total remuneration potential is directly linked to the acquisition and

retention of profitable business for Spark.

For senior leaders, including the Leadership Team, a component of

their remuneration packages are at risk in the form of the

discretionary annual cash-based Short-Term Incentive (STI). Spark’s

STI scheme rewards senior leaders for the achievement of annual

performance objectives, with payments awarded from a fixed pool

that is set based on overall Spark performance against financial and/

or non-financial annual performance objectives. The actual payment

to individuals is at the discretion of the Board.

Eligibility to participate in the STI scheme on an annual basis is at the

discretion of the company and is targeted at individuals in senior

roles who play a significant role in driving the overall performance of

Spark. The STI scheme rules contain a clawback provision that allows

Spark to clawback any payments made under the STI scheme. This

provision can be used in the event Spark has relied on incorrect data

or information in calculating the payment, for a period of 12 months

following the payment.

Spark New Zealand Annual Report FY2645

For running header don't delete
Long-term incentive schemes

Spark believes that some senior leaders should have part of their remuneration linked to the long-term performance of the company, so for the

Leadership Team and a select group of senior leaders, a long-term incentive forms part of their remuneration packages. Spark’s Long-Term

Incentive targets focus on total shareholder return, as well as environment and social governance targets (FY23–FY25 only). In FY26, Spark

operated one main scheme: the Spark New Zealand Long-Term Incentive Scheme (LTI).

FY23 Long-Term Incentive Scheme outcome

The Spark Long-Term Incentive Scheme is issued annually with a three-year vesting period. This means the grant vesting in FY26 was issued in

FY23 (September 2022). Only 6.25% of options from the FY23 scheme vested in FY26 as the primary Absolute TSR target, worth 75% of the

performance weighting, alongside greenhouse gas emissions and gender pay gap targets, were not achieved. ESG targets were independently

audited.

Grant

yearSecurities

Performance

periodWeightingPerformance measuresHurdleOutcome

% of options

vested

FY23Options

September 2022

– September 2025

75%Absolute Total Shareholder Return (TSR) hurdle –

Spark's cost of equity +2% compounding

35.4%-41%0%

12.50%Median gender pay gap18%22.70%0%

6.25%Reduction in absolute Scope 1 and Scope 2 GHG

emissions against baseline GHG performance

28%2.1%

increase

0%

6.25%Percentage of Suppliers by Spend have

established Supplier SBTs

60%61%6.25%

Total6.25%

FY26 and FY27 long-term incentive schemes

FY26

For FY26, members of the Leadership Team (including the CEO) and

selected senior leaders were granted options under the Spark LTI.

Under the scheme, participants were granted options at the start of

the three-year vesting period. The number of options granted

equalled the gross LTI value divided by the volume weighted

average price of Spark New Zealand shares for the 20 days prior to

the grant date. Subject to satisfaction of each performance hurdle

and continued employment, at vesting in three years’ time the

portion of options associated with each achieved target convert to

Spark shares based on a zero exercise price. Where a target is not

met the associated portion of options simply lapse.

Vesting of the FY26 LTI grant (issued in September 2025) is

contingent on participants’ continued employment with Spark

through to September 2028 and meeting or exceeding set

performance measures. 50% of the allocated shares will vest based

on absolute Total Shareholder Return (aTSR) exceeding cost of equity

+ 1% (compounding annually) over the vesting period. 50% will vest

based on performance relative TSR (rTSR) against NZX20

comparators. TSR is a measure of share price appreciation and

dividends paid over the three-year period of the grant.

MeasureTargetWeighting

Absolute Total

Shareholder

Return (aTSR)

Cost of equity + 1%

compounding

50%

Relative Total

Shareholder

Return (rTSR)

Upper quartile performance

against the NZX20 (excluding

Spark). Threshold for this measure

is median performance against

this group which would vest 25%

50%


FY27

For FY27, members of the Leadership Team, including the CEO, and

selected senior leaders will be granted options under a similar

scheme as FY26, with performance measures relating to TSR

performance hurdles.

Vesting of the FY27 LTI grant (issued in September 2026) is

contingent on participants’ continued employment with Spark

through to September 2029, with vesting depending on meeting or

exceeding set performance measures which are the same as the

FY26 scheme. Fifty percent of the allocated shares will vest based on

absolute Total Shareholder Return (aTSR) exceeding cost of equity +

1% (compounding annually) over the vesting period and 50% will

vest based on performance relative TSR (rTSR) against NZX20

comparators. TSR is a measure of share price appreciation and

dividends paid over the three-year period of the grant.

MeasureTargetWeighting

Absolute Total

Shareholder

Return (aTSR)

Cost of equity + 1%

compounding

50%

Relative Total

Shareholder

Return (rTSR)

Upper quartile performance

against the NZX20 (excluding

Spark)

50%

FY27 transformation delivery incentive

A one-off transformation delivery incentive was established last year

as an equity-based incentive for a select group of individuals within

the business, including our Leadership Team. This one-off medium-

term incentive will vest in September 2027 subject to achieving

partnering and operating model targets related to our transformation

programme in FY27 as well as share price and exit run rate cost

gateways.

1. Our science-based emissions reduction target, which has received verification by the Science Based Targets initiative (SBTi) includes a commitment to reduce our scope 1

and 2 emissions by 56% by FY30 against a FY20 baseline year.

46Remuneration Report

RangeCurrentFormerTotal
$100,000 – $110,00023346279

$110,001 – $120,00018227209

$120,001 – $130,00017719196

$130,001 – $140,0001996205

$140,001 – $150,00019111202

$150,001 – $160,0001646170

$160,001 – $170,0001666172

$170,001 – $180,0001447151

$180,001 – $190,0001046110

$190,001 – $200,00068876

$200,001 – $210,00071879

$210,001 – $220,00040848

$220,001 – $230,00037643

$230,001 – $240,00025732

$240,001 – $250,00025126

$250,001 – $260,00014418

$260,001 – $270,00018018

$270,001 – $280,0009312

$280,001 – $290,00010313

$290,001 – $300,00012012

$300,001 – $310,000527

$310,001 – $320,000819

$320,001 – $330,000808

$330,001 – $340,000606

RangeCurrentFormerTotal

$340,001 – $350,000415

$350,001 – $360,000101

$360,001 – $370,000112

$370,001 – $380,000011

$380,001 – $390,000213

$390,001 – $400,000303

$400,001 – $410,000112

$410,001 – $420,000202

$420,001 – $430,000202

$430,001 – $440,000303

$440,001 – $450,000101

$450,001 – $460,000101

$470,001 – $480,000101

$480,001 – $490,000101

$490,001 – $500,000112

$500,001 – $510,000011

$540,001 – $550,000123

$590,001 – $600,000011

$640,001 – $650,000202

$720,001 – $730,000101

$780,001 – $790,000011

$880,001 – $890,000101

$930,001 – $940,000011

1,9451972,142

1. The table includes base salaries, short-term incentives and vested long-term incentives. The table does not include: amounts paid after 30 June 2026 relating to FY26;

long-term incentives that have been granted and have yet to vest (based on grant values, the total value of which was NZ$9.6 million as at 30 June 2026); product and

service concessions received by employees; contributions paid towards health and other insurances; and contributions paid to the Government Superannuation Fund (a

legacy benefit provided to a small number of employees).

Employee remuneration

The table below shows the number of employees and former employees, not being directors of Spark, who, in their capacity as employees,

received remuneration and other benefits during FY26 totalling NZ$100,000 or more.

1

Spark New Zealand Annual Report FY2647

For running header don't delete
CEO remuneration

Remuneration policy, strategy, and governance

CEO, Jolie Hodson’s remuneration package reflects the scope, risk

and complexity of her role and is set by the Board with reference to

the remuneration of CEOs of similarly sized organisations. For FY27

the Board has approved a 3.4% increase in the CEO remuneration

package.

In FY26, the Board approved the CEO’s participation in the FY27

transformation delivery incentive, which is a one-off non-recurring

equity-based scheme worth 20% of base salary. Subject to

achievement of transformation-related performance targets in FY27

the options would vest in September 2027.

CEO remuneration FY26

For FY26 the CEO’s remuneration package comprised a fixed cash

component, an at-risk long-term incentive, to be awarded under the

Spark LTI scheme, and an at-risk short-term incentive. The targets and

operation of the CEO’s LTI and STI are the same as those applied to

other Spark executives and more fully described under Short-Term

Incentive schemes and Long-Term Incentive schemes on pages 45

and 46. The construct of the CEO’s remuneration package is such

that 60% of her remuneration package is at risk. The table below

shows the at target remuneration mix:

Long-Term Incentive75% of base

Short-Term Incentive75% of base

SalaryBase

The CEO is also expected to maintain a holding of Spark shares as

set out on page 51 of this report.

Leadership Team remuneration

All Leadership Team packages include a fixed remuneration

component that is set based on contribution, experience, and market

relativities. Fixed remuneration supports the attraction, motivation,

and retention of highly skilled executives. Fixed remuneration

consists of base salary.

A component of each executive’s remuneration package is at risk

through both the Spark LTI and the discretionary annual cash-based

STI schemes. Under the LTI scheme, executives are granted options

annually at the start of a three-year vesting period, with vesting

subject to the achievement of specific performance hurdles. The STI

scheme rewards executives for meeting annual performance

objectives, which vary from year to year.

Remuneration mix

The table below shows the standard FY27 remuneration mix for the

Leadership Team expressed as a percentage of fixed remuneration.

The LTI values represent the maximum LTI value. The STI scheme is

expressed at target, with payment range from no payment, where no

target thresholds are met, to a maximum payment of double the

target value, where all stretch targets are met. Leadership Team

members in role in FY25 also participated in our FY27 transformation

delivery incentive, which is a non-recurring component of

remuneration.

Leadership Team remuneration

Long-Term Incentive40% of base

Short-Term Incentive40% of base

SalaryBase

Performance evaluation

The CEO annually reviews the performance of her direct reports. The

evaluation is undertaken using criteria set by the CEO, including the

performance of the business, the accomplishment of strategic and

operational objectives, and other non-quantitative objectives agreed

with the HRCC at the beginning of each financial year. Spark

undertakes appropriate checks before appointing someone onto the

Leadership Team.

48Remuneration Report

Performance hurdles
Performance hurdles apply to long-term incentives granted to the

CEO. The hurdles are agreed by the Board and set a minimum level

of performance that is required to be achieved over the period of each

grant, for the LTI to be eligible to vest. Vesting of the FY26 LTI grant

(issued in September 2025) is contingent on the CEO’s continued

employment with Spark through to September 2028 and meeting or

exceeding set performance measures. 50% of the allocated shares will

vest based on absolute Total Shareholder Return (TSR) exceeding cost

of equity + 1% (compounding annually) over the vesting period.

50% will vest based on performance relative TSR against NZX20

comparators. TSR is a measure of share price appreciation and

dividends paid over the three-year period of the grant.

Spark must meet or exceed these targets over the period of the grant

(from the date the options are granted to the date three years after

that date) for the relevant proportion of the options to vest. If Spark

does not meet the target, the associated proportion of those options

will lapse. Testing to determine whether the TSR performance

hurdles have been met will occur at the end of the vesting period of

the grant. The Board will receive independent advice to the effect

that the performance hurdle has been met, or not met, in

determining whether the CEO can exercise the options or whether

the options will lapse.

CEO termination

Spark may terminate the CEO’s employment with three months’

notice. A payment of nine months’ base remuneration will be made,

plus entitlements for annual performance incentives and Long-Term

Incentives subject to the rules relating to these incentives, in the case

of termination by Spark, other than for termination for cause.

If there is a change of control that results in the CEO no longer being

the CEO of a publicly listed company, then she will be able to

terminate her employment with three months’ notice and receive

payment as if Spark had terminated her employment.

Spark may also terminate the CEO’s employment without notice for

defined causes, in which case she will receive no further entitlement

to any remuneration.

Remuneration components

Short-Term Incentive Scheme

The CEO is eligible for an annual cash-based short-term incentive,

subject to the achievement of specific performance objectives set by

the Board based on Spark’s strategy and business plan for the

financial year. These objectives will be a combination of financial and

non-financial measures. This is covered in more detail in the earlier

STI scheme section.

The Board assesses the CEO’s performance at the end of the financial

year to determine the actual payment value of her short-term

incentive, which is in the range of 0% to 200% of her target value.

The FY26 Group performance outcome, as approved by the Board

and applicable to the CEO, is summarised as follows:

Performance

metric%TargetOutcome

%

Outcome

Group EBITDAI30% $1,047m $1,035m21.0%

Free cash flow20%$310m$308m19.0%

Strategic

growth in

mobile service

revenue

30%$996m$998m35.5%

Customer

experience

– Consumer

and SME iNPS

10% +42 (iNPS) +4210.0%

Network

Leadership

(Open Signal

coverage

positioning – at

30 June 2026)

10%#1 outright

coverage

nationally

Achieved5.0%

#1 outright

reliability

nationally

Not

achieved

– Joint #1

Joint #1 reliability

Auckland

Achieved

Total payment100%90.5%

Long-Term Incentive Scheme

For FY26 the CEO’s annual LTI was granted as share options under

the Spark Long-Term Incentive Scheme described under Long-Term

Incentive Scheme on page 46.

The LTI component of the CEO’s remuneration package is designed

to link part of her remuneration to the long-term performance of

Spark, and align her interests with those of shareholders, through the

grant of options with a post-allocation performance hurdle.

Spark New Zealand Annual Report FY2649

For running header don't delete
CEO remuneration

The following table details the nature and amount of remuneration paid to Jolie Hodson as CEO during the last two years.

Fixed RemunerationPay-for-performance remuneration

$Salary paid

Employer

KiwiSaver

1, 2

Subtotal

Short Term

Incentive (STI)

3

Long Term

Incentive

4

Subtotal

Total

Remuneration

FY26$1,266,900$65,075$1,331,975 $859,908 $26,368 $886,276 $2,218,251

FY25$1,266,900$37,042$1,303,942– – –$1,303,942

1. Excludes value of employee benefits, including Spark mobile and broadband credit, life insurance and medical insurance (equal to an amount of $7,275).

2. FY26 includes Kiwisaver contributions paid on FY26 STI.

3. FY26 STI earned was 90.5% of the target award.

4. FY26 LTI was issued in FY23. 11,180 shares vested or 6.25% of the maximum award and 167,690 shares lapsed. FY25 LTI was issued in FY22. 189,846 shares lapsed in full

with 0% awarded for the period.

FY27 CEO remuneration structure

The table outlines the target CEO remuneration for the FY27 year (not all of which will be payable in FY27).

Fixed RemunerationPay-for-performance remuneration

3

$Base salary

Employer

KiwiSaver

1

Subtotal

Short Term

Incentive (STI)

Long Term

Incentive

2

Subtotal

Total Target

Remuneration

FY27 $1,310,000 $79,887 $1,389,887 $982,500 $982,500 $1,965,000 $3,354,887

1. FY27 includes Kiwisaver contributions if STI paid at target value but excludes value of employee benefits, including Spark mobile and broadband credit, life insurance

and medical insurance.

2. The FY27 Long-Term Incentive relates to options to be issued in September 2026 and will vest in FY30 (September 2029), subject to the achievement of the

performance targets.

3. The table above excludes the CEO’s non-recurring transformation delivery incentive which will vest (subject to its performance hurdles) in September 2027 (FY28).

The cash value of the 102,026 options at issue in FY25 was $253,380.

The CEO’s FY23 long term grant, issued in 2022, partially vested at 6.25% in September 2025 (FY26). The Absolute TSR hurdle, weighted at 75%

of the performance hurdles, the gender pay gap and Scope 1 and 2 emissions targets weighted at 18.75% of the performance hurdles were not

achieved. The Supplier Science Based Target (SBT) by spend weighted at 6.25% of the performance hurdles was achieved.

Grant

yearSecurities

Performance

periodWeightingPerformance measuresHurdleOutcome

Options

converted

Value

transferred

($)

1

FY23Options

September 2022

– September 2025

75%Absolute Total Shareholder Return (TSR)

hurdle - Spark's cost of equity +2%

compounding

35.4%-41%00

12.5%Median gender pay gap18%22.7%00

6.25%Reduction in absolute Scope 1 and

Scope 2 GHG emissions against

baseline GHG performance

28%2.1%

increase

00

6.25%Percentage of Suppliers by Spend have

established Supplier SBTs

60%61%11,180 $26,368

Total11,180 $26,368

1. Based on 5-day VWAP to transfer date.

50Remuneration Report

Board remuneration
Director remuneration

The remuneration of directors is reviewed annually by the Human Resources and Compensation Committee (HRCC), taking account of the

company’s size and complexity and the responsibilities, skills, performance, and experience of the directors, with recommendations made to the

Board for approval. Specialist independent consultants may be engaged from time to time to provide advice and ensure that the remuneration

of Spark’s directors is appropriate and comparable to that of similar companies in New Zealand and Australia.

Apart from the CEO, no Director of Spark receives compensation in the form of share options or restricted shares, nor do they participate in any

bonus or profit-sharing plan. Non-executive directors are, however, expected to maintain a holding of Spark shares as set out on page 59 of this

report. As is the case for employees, directors are required to comply with the Insider Trading Policy when buying or selling Spark shares and any

such transactions are disclosed to the market.

Remuneration components

No superannuation or retirement allowance was paid to any Spark Director during FY26. Spark does not have service contracts with any Director,

apart from the CEO, that provide for any benefits or remuneration in the event that a Director’s service with Spark is terminated. New Zealand-

based non-executive directors are eligible for Spark-funded medical insurance, and all non-executive directors are also eligible for Spark-funded

life insurance.

FY26 director remuneration

The total remuneration available to non-executive directors is fixed by shareholders. The current annual remuneration limit is $1,630,000

approved at the annual meeting held in November 2017.

The fees payable to non-executive directors during FY26 were:

Board/Committee

1

Chair

2

Member

3

Board of Directors$381,700$150,300

Audit and Risk Management Committee (ARMC)$40,500$19,700

Human Resources and Compensation Committee (HRCC)$34,700$17,400

1. All non-executive directors are members of the Nominations and Corporate Governance Committee (NOMs) and receive no additional fees for these roles.

2. Committee Chair and member fees were not payable to the Chair of the Board. Committee member fees were not payable to Committee Chairs.

3. Member fees were payable for each committee.

There is no increase to Non-executive Director fees for FY27. Fees will continue to be paid out of the current shareholder-approved annual

remuneration limit of $1,630,000.

Spark New Zealand Annual Report FY2651

For running header don't delete
The total remuneration received by non-executive directors of Spark during FY26 was as follows:

1


Name of directorBoard fees

2

Audit & Risk

Management

Committee fees

Human Resources

and Compensation

Committee fees

Total

remuneration

3

Justine Smyth $381,700 – – $381,700

Warwick Bray $150,300 $19,700 – $170,000

Sheridan Broadbent

4

$37,575 $4,925$4,350$46,850

David Havercroft $150,300 – $34,700$185,000

Vince Hawksworth

5

$112,725$13,050$125,775

Gordon MacLeod

6

$25,223$6,922– $32,145

Lisa Nelson $150,300$19,700$17,400$202,400

7

Tarek Robbiati

8

$112,725$14,775$127,500

Lindsay Wright

9

$137,638$35,336$172,974

Total $1,258,486$101,358$69,500$1,444,344

1. The figures shown are gross amounts and exclude GST (where applicable) and are rounded to the nearest dollar.

2. All non-executive directors are members of the Nominations and Corporate Governance Committee (NOMs) and receive no additional fees for these roles.

3. This table excludes contributions towards medical insurance, life and income protection insurance, and communications credit totalling $30,485 for FY26. Spark meets

costs incurred by directors that are incidental to the performance of their duties. This includes providing New Zealand-based directors with mobile phones and $150 per

month (increased from $120 per month in April 2026), which can be used towards Spark products or services and overseas-based directors with $400 per month

communication allowances. Spark also meets the costs of directors’ Spark-related travel. As these costs are incurred by Spark to enable directors to perform their duties,

no value is attributable to them as benefits to directors for the purposes of the above table.

4. Ms Broadbent resigned as a Director from 1 October 2025.

5. Mr Hawksworth was appointed as a Director from 1 October 2025.

6. Mr MacLeod resigned as a Director from 1 September 2025.

7. This figure includes the additional $15,000 Ms Nelson earned as a member of the MATTR Investment Committee during FY26.

8. Mr Robbiati was appointed as a Director from 1 October 2025.

9. Ms Wright was appointed as a Director from 1 August 2025 and became Chair of the ARMC from 1 September 2025.

Other directors’ fees

No director of any subsidiary received any director’s fees or other benefits except as an employee.

52Remuneration Report

Governance
Corporate governance

Stock exchange listings

Spark’s ordinary shares are listed on the NZX and ASX. Spark is

admitted to the Official List of ASX as a foreign exempt issuer. As a

NZX listed issuer and ASX foreign exempt issuer, Spark complies with

NZX Listing Rules and applicable ASX Listing Rules.

Spark’s American Depositary Shares, each representing five ordinary

Spark shares and evidenced by American Depositary Receipts (ADRs)

are traded over-the-counter in the United States. This is a Level 1 ADR

programme that is sponsored by Bank of New York Mellon.

Spark Finance Limited, a wholly owned subsidiary of Spark

New Zealand Limited, has debt securities listed on the NZDX.

Details of debt securities issued by Spark Finance Limited

can be found here: investors.sparknz.co.nz/Investor-Centre

Maintaining high standards of corporate governance

The Board regularly reviews and assesses Spark’s governance

structures and processes to ensure that they are consistent with

international best practice, in both form and substance.

Spark has complied with the recommendations of the NZX

Corporate Governance Code (dated 31 March 2026) and

substantially complied with the principles and recommendations of

the ASX Corporate Governance Council’s Principles and

Recommendations (4th Edition) for the FY26 reporting period.

Spark is a climate reporting entity for the purposes of the Financial

Markets Conduct Act 2013 and is accordingly required to prepare

climate-related disclosures for the year ending 30 June 2026.

Details of Spark’s corporate governance statement,

climate-related disclosures, and governance policies and

processes: spark.co.nz/governance

Ethics and legal compliance

Under our Code of Ethics all our people are responsible for ensuring

we behave ethically and comply fully with all applicable laws and

regulations. Spark’s Legal and Compliance Policy sets out the specific

accountabilities that our people have for complying with the law.

Every employee is required to complete online training modules on

the Code of Ethics, and we reinforce this training through regular

communication across the business.

We also engage constructively with the Commerce Commission and

other regulators both proactively and reactively, to ensure we are

complying with all applicable laws and regulations.

There were no significant instances of non-compliance with laws or

regulations, including in respect of marketing communications in FY26.

There is a requirement for all our employees and contractors to

complete mandatory e-learning modules to ensure proficiency in

core foundational areas, such as health and safety, legal, privacy,

decision-making, and security.

As part of our ISO27001 accreditation there are additional modules

required for completion prior to gaining access to systems and

sensitive information, to maintain high-quality standards when

dealing with information, customer data, and security. These are

closely monitored and audited, and we undertake recertification

every three years, with the last certification issued in August 2026.

Governance

Spark New Zealand Annual Report FY2653

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Board renewal and succession

Spark has an ongoing Board succession programme, which is

focused on finding new directors with relevant skills and experience

that complement the diverse perspectives already represented

around the table. Succession planning is overseen primarily by the

Nominations and Corporate Governance Committee (NOMs) which

includes all Non-Executive Board members.

Three new Directors, Lindsay Wright, Vince Hawksworth, and Tarek

Robbiati, were appointed to the Board as Independent, Non-

Executive Directors in FY26. Lindsay Wright joined the Board

effective 1 August 2025, while Vince Hawksworth and Tarek Robbiati

joined effective 1 October 2025.

Gordon MacLeod and Sheridan Broadbent retired from the Board

in FY26.

The Board has been actively identifying potential Chair succession

candidates during FY26 through a Chair succession process

overseen by a sub-committee of the NOMs, chaired by Warwick Bray.

Justine Smyth will remain Chair until the conclusion of the Board

meeting on 5 November 2026, marking the completion of her tenure

and enabling Vince Hawksworth to commence as Chair by leading

Spark’s FY26 AGM on 6 November 2026.

The Board skills matrix below outlines the qualifications, capabilities,

geographic location, tenure, and gender of each member of the

Board as of 30 June 2026. Ethnicity information is available on page

43 of this report.

The Board

Spark’s Board is responsible for overseeing the company’s

governance and ensuring long-term value creation for shareholders.

It provides strategic guidance, monitors performance, and ensures

that the business upholds high standards of governance, ethics, and

compliance. While day-to-day operations are delegated to the Chief

Executive Officer (CEO), the Board maintains accountability through

a formal framework that distinguishes its role from Management.

Strategic role of the Board

Spark’s Board works closely with the Leadership Team on key

decisions, oversees financial performance, and sets targets for

executive remuneration through its involvement in annual and

long-term planning processes.

Beyond financial oversight, the Board monitors critical non-financial

areas, such as employee engagement, customer experience,

governance, health and safety, sustainability, cyber security, modern

slavery, and risk management, including climate change risk.

In FY26, the Board was involved in guiding the strategic direction of,

and ultimately approving Spark’s five-year business strategy, SPK-30.

Justine

Smyth

Warwick

Bray

David

Havercroft

Vince

Hawksworth

Jolie

Hodson

Lisa

Nelson

Tarek

Robbiati

Lindsay

Wright

Qualifications

BCOM, FCA,

CFINSD

BSC. (HONS),

MBA

BAHND, CEI(P3),

MBA

BCOM, FCABA, CPAMSC, MBABCOM

Capability

Strategic knowledge for

scale telco/technology

businesses

Financial/commercial

Risk management/

regulatory and/or

sustainability

Customer insight/

retail/brand

People leadership

and culture

Listed company

governance

Capital markets/

capital structure

Digital/data/

new markets/AI

Geographical locationNZAustraliaNZNZNZUSAUSANZ

Tenure (years)14.76.94.90.96.92.20.90.11

GenderFMMMFFMF

KEY:

High capability Medium capability

Board skills matrix

To emphasise skills, the Board specifically limited each Director to a maximum of six capabilities, including up to three high capabilities.

54Governance

The criteria for determining Director independence and
conflict of interest is in the Board Charter at:

spark.co.nz/governance

1 NZX Issuer Update – 11 March 2025

Definitions of categories of capability:

Strategic knowledge for scale telecommunications and technology

businesses: experience as a senior executive in, or as a strategy

professional advisor to, large telecommunications and/or technology

businesses.

Financial/commercial: a strong accounting or finance background

and understanding of financial statements and reporting, key drivers

of financial performance, corporate finance and internal controls,

most likely being a chartered accountant having held the position of

Chief Financial Officer (CFO) in a publicly listed company, or senior

leadership position in a professional services/advisory firm.

Risk management/regulatory and/or sustainability: experience in

identifying and mitigating both financial and non-financial risks,

influencing public and regulatory policy decisions and outcomes, or

a strong understanding and governance experience in the oversight

and management of sustainability risks and opportunities.

Customer insight/retail/brand: experience as a senior executive

responsible for driving customer experience within a large-scale

customer or retail organisation by effectively using insights,

optimising customer journeys, and building brands or demonstrated

experience in governance roles within large-scale customer and

retail organisations, providing strategic oversight and accountability

for customer experience, brand development, and commercial

outcomes.

People leadership and culture: experience as a senior executive

responsible for building and overseeing organisational culture,

people leadership and development, setting remuneration

frameworks and promoting diversity and inclusion within a publicly

listed or large, private standalone company.

Listed company governance: listed company board experience

other than Spark. Experience with sophisticated governance

structures.

Capital markets/capital structure: strong knowledge of debt and

equity capital markets, and experience with mergers and

acquisitions, and/or dealing with a range of funding sources and

capital structuring models.

Digital/data/new markets/AI: experience as a senior executive in, or

as a professional advisor to, digital and/or data businesses, or

businesses in emerging or new markets, including AI. Experience in

the use of digital channels and the latest innovative and digital

technologies.

Director independence

Spark is committed to maintaining a Board where the majority of

directors are independent, and free from any interests or

relationships that could compromise (or appear to compromise) their

ability to exercise objective and impartial judgement.

When assessing the independence of directors, the Board

considers a number of factors, including those set out in the NZX

Listing Rules, the NZX Corporate Governance Code and the Board

Charter. The Board has determined, based on information

provided by directors regarding their interests, that as at 30 June

2026 Ms Smyth, Mr Bray, Mr Havercroft, Mr Hawksworth, Ms

Nelson, Mr Robbiati and Ms Wright were independent. The Board

determined that Ms Hodson was not independent due to her

position as CEO.

The Board (other than Ms Smyth) has considered the tenure of Ms

Smyth who has been a Director for 14.7 years, and Chair for 7.9

years as at 30 June 2026. The Board considers Ms Smyth’s

understanding of Spark, and experience and skills in the industry

add ongoing value as Spark delivers against its SPK30 strategy and

completes the Chair succession process. The Board is of the view

that Ms Smyth’s tenure does not interfere with her capacity to bring

an independent judgement to bear on issues before the Board, act

in the best interests of Spark, and represent the interests of its

financial product holders generally. The Board also does not

consider that Ms Smyth’s independence could reasonably be

perceived to be materially affected by her board compensation or

distributions from Spark shares.

The NZX Corporate Governance Code commentary on factors to

be considered when determining director independence includes

guidance on calculating whether a director derives a substantial

portion of their annual revenue from the issuer

1

. NZX would not

expect the factor to apply unless a director derives at least

one-third of their annual revenue from the issuer

1

. Using this

threshold, Ms Smyth’s Spark director fees and distributions from

Spark shares held, were a substantial portion of her revenue during

FY26. The Board (other than Ms Smyth) remains of the view that Ms

Smyth is independent, as it is satisfied that revenue derived from

Spark does not materially affect Ms Smyth ‘s capacity to bring an

independent view to decisions in relation to Spark given her

broader financial position and circumstances.

Spark New Zealand Annual Report FY2655

For running header don't delete
Board committees

The Board has three permanent committees that support the Board by working with Management on relevant issues and then reporting back to

the Board. Committee membership as at 30 June 2026 was as follows:

Human Resources and Compensation

Committee

Audit and Risk Management CommitteeNominations and Corporate Governance

Committee

David Havercroft (Chair)Lindsay Wright (Chair)Justine Smyth (Chair)

Vince HawksworthWarwick BrayWarwick Bray

Lisa NelsonLisa NelsonDavid Havercroft

Justine SmythTarek RobbiatiVince Hawksworth

Lisa Nelson

Tarek Robbiati

Lindsay Wright

Board and Committee meeting attendance for FY26

The Board held eight standard meetings and two special meetings during FY26. The table below shows Director attendance at these Board

meetings and Committee member attendance at Committee meetings. Sub-committees of the Board also met regularly throughout the year to

consider matters of special importance.

BoardARMCHRCCNOMs

Total number of meetings held10 56 5

Warwick Bray 105 – 5

Sheridan Broadbent

1

4 2 2 2

David Havercroft 10 – 65

Vince Hawksworth

2

6– 43

Jolie Hodson

3

10 5 6 –

Gordon MacLeod

4

3 2 – 2

Lisa Nelson 10 5 6 5

Tarek Robbiati

5

53– 3

Justine Smyth

6

1056 5

Lindsay Wright

7

95– 3

1. Ms Broadbent resigned as a Director from 1 October 2025.

2. Mr Hawksworth was appointed as a Director from 1 October 2025.

3. Ms Hodson attended ARMC and HRCC meetings in an ex officio capacity as Executive Director.

4. Mr MacLeod resigned as a Director from 1 September 2025.

5. Mr Robbiati was appointed as a Director from 1 October 2025.

6. Ms Smyth attended ARMC meetings in an ex officio capacity.

7. Ms Wright was appointed as a Director from 1 August 2025.

Company Secretary

Spark’s Company Secretary is responsible for supporting the effectiveness of the Board by ensuring that its policies and procedures are followed

and for coordinating the completion and dispatch of the Board agendas and papers. The Company Secretary is a position distinct from the

Leadership Team and is accountable to the Board, via the Chair, on all governance matters, as further described in the Board Charter.

56Governance

Director interests
In accordance with sections 140 and 211(e) of the Companies Act 1993, the table below lists the general disclosures of interests made by

directors in the interests register that remain current, including changes made to those interests during FY26:

DirectorEntityRelationship

Warwick BrayWoolworths Group Limited

Minter Ellison

Director

Director

Sheridan Broadbent

1

Manawa Energy Limited

Business Leaders’ Health & Safety Forum

Downer EDI Limited

Director**

Chair

Director

David HavercroftW3 Capital Limited

Westpac New Zealand Limited

The Guitar Gallery Limited

Medical Assurance Society New Zealand Limited

Tait Systems NZ Limited

HBA NZ Limited

Director and shareholder

Director

Director and shareholder

Technology advisor

Director

Director and shareholder*

Vince Hawksworth

2

Starship Foundation

PowerCo Limited


PowerCo NZ Holdings Limited

The Gas Hub Limited

PowerCo Investment Holdings Limited

PowerCo Transmission Services Limited

Base Power Limited

Datagrid New Zealand Limited

VH Insights Limited

Board Trustee*

Director*

Chair of the Regulatory & Asset

Management Committee*

Director*

Director*

Director*

Director*

Director*

Power & Energy Strategy Advisor*

Director*

Jolie HodsonNZ Telecommunications Forum Inc.

Climate Leaders Coalition

Nominating Committee for the Climate

Change Commission

MATTR Limited

TenPeaks Holdco Limited

Member

3


Member of the Coalition’s CEO Steering Group

Member

Director

Director*

Gordon MacLeod

4

Delegat Group Limited

Spanbild Holdings Limited

Breast Cancer Foundation NZ

Director

Advisory Chair

Trustee

Lisa NelsonDestiny Tech100 Inc

MATTR Limited Investment Committee

Banqer Limited

Director & Chair of Audit Committee**

Committee Member

Director

Tarek Robbiati

5

Digicel Holdings (Bermuda) Limited

Everpure, Inc

Bluestone Estate Limited

Director & Chair of Audit Committee**

Chief Financial Officer*

Director and shareholder*

Justine SmythMondiale VGL Group Limited

Breast Cancer Foundation NZ

MATTR Limited

Chair

Chair and Trustee

Director

Spark New Zealand Annual Report FY2657

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DirectorEntityRelationship

Lindsay Wright

6

NZX Limited

Milford Asset Management Limited

Milford Private Equity Limited

Mitre Peak Nominee 1 Limited

Milford Corporate GP 1 Limited

MPE II GP Limited

MPE III GP Limited

Milford LTI Trustee Limited

Milford Private Wealth Limited

Milford Funds Limited

Milford Australia Pty Limited

Navigator Global Investments Limited

ACC Board

Board Member*

Chair of Audit & Risk Committee*

Member of Clearing House Committee*

Board Member*

Chair of Audit & Risk Committee*

Member of Remuneration Committee*

Member of Investment Committee**

Director*

Director*

Director*

Director*

Director*

Director*

Director*

Director*

Director*

Board Member*

Member of Audit & Risk Committee*

Chair of Remuneration & Nominations Committee*

Director*

1. Ms Broadbent resigned as a Director from 1 October 2025.

2. Mr Hawksworth was appointed as a Director from 1 October 2025.

3. Ms Hodson ceased her role as Chair of the NZ Telecommunications Forum Inc. during FY26.

4. Mr MacLeod resigned as a Director from 1 September 2025.

5. Mr Robbiati was appointed as a Director from 1 October 2025.

6. Ms Wright was appointed as a Director from 1 August 2025.

* Entries added by directors and effective during the year ended 30 June 2026.

** Entries removed by directors during the year ended 30 June 2026.

Directors disclosed, pursuant to section 148 of the Companies Act 1993, the following acquisitions and disposals of relevant interests in Spark

shares during FY26:

NameDateNature of transactionConsideration

Number of

shares

Vince HawksworthHeld on

appointment

Ordinary shares held by Investment Custodial Services

Limited on behalf of the Hawksworth Family Trust

(beneficial ownership Vince Hawksworth)

Held on

appointment

3,356

18 September 2025Purchase of ordinary shares by Investment Custodial

Services Limited on behalf of the Hawksworth Family

Trust (beneficial ownership Vince Hawksworth)

$47,92420,000

23 February 2026Purchase of ordinary shares by Investment Custodial

Services Limited on behalf of the Hawksworth Family

Trust (beneficial ownership Vince Hawksworth)

$55,01125,000

Jolie Hodson22 September 2025Issue of options (vests in 2028)Services to Spark382,596

22 September 2025Issue of options (vests in 2027)Services to Spark102,026

6 October 2025Vesting of optionsServices to Spark11,180

6 October 2025Lapse of optionsServices to Spark(167,690)

6 October 2025Sale of ordinary shares$10,475(4,420)

Lisa Nelson19 February 2026Purchase of ordinary shares by Sharesies Nominee

Limited on behalf of Lisa Nelson

$45,00020,637

58Governance

As at 30 June 2026 directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013) in Spark
shares as follows:

Name

Relevant interest in Spark shares as at 30 June 2026

Number%

1

Warwick Bray31,230

2

0.002

David Havercroft100,0860.005

Vince Hawksworth48,356

3

0.003

Jolie Hodson1,263,710

4

0.067

Lisa Nelson49,280

5

0.003

Justine Smyth861,594

6

0.046

1. Each percentage stated has been rounded to the nearest 1/1000th of a percent.

2. Relevant interest in beneficial ownership of 31,230 ordinary shares held by WDB Insight Pty Limited.

3. Relevant interest in beneficial ownership of 48,356 ordinary shares held by Investment Custodial Services Limited on behalf of the Hawksworth Family Trust.

4. Includes 318,590 ordinary shares and 945,120 options.

5. Relevant interest in beneficial ownership of 49,280 ordinary shares held by Sharesies Nominee Limited as custodian for Lisa Nelson.

6. Relevant interest in beneficial ownership of 375,201 ordinary shares held by Miksha Trust, beneficial ownership of 125,000 ordinary shares held by PJ Trust, beneficial

ownership of 314,475 ordinary shares held by Sharesies Nominee Limited as custodian for Smylone Trust and 46,918 ordinary shares held by Sharesies Nominee Limited

as custodian for Justine Smyth.

All Non-Executive Directors are expected to hold Spark shares. Subject to personal circumstances (that should be discussed with the Chair or, in

the case of personal circumstances of the Chair, with the Chair of the ARMC, as appropriate), there is an expectation that each Non-Executive

Director will purchase and hold an amount of shares that are at least equivalent in value to the Non-Executive Director base member fee as at the

date of their appointment or, in the case of Directors appointed before 1 July 2017, this was as at 1 July 2017. Shares are to be purchased within

a three-year period from the date of appointment or, in the case of Directors appointed before 1 July 2017, this was within a three-year period

from that date. To assess whether this expectation has been met, the aggregate purchase price for all shares acquired, less the aggregate sale

price for all shares disposed of (if any), is used to calculate value.

Directors’ insurance

Directors disclosed, for the purposes of section 162 of the Companies Act 1993, that insurance was renewed and deeds of indemnity provided

to all Spark directors, senior managers and subsidiary company directors for the 12-month period from 1 June 2026.

Shareholdings

As at 30 June 2026 there were 1,890,130,108 Spark ordinary shares on issue, each conferring to the registered holder the right to one vote on a

poll at a meeting of shareholders on any resolution, held as follows:

Size of holdingNumber of holders

1

%Number of shares%

1-1,00012,296 29.11 5,990,0550.32

1,001-5,00015,849 37.5241,789,533 2.21

5,001-10,0006,205 14.69 46,725,8332.47

10,001-100,0007,407 17.54194,195,15510.27

100,001 and over4841.141,601,429,53284.73

Total42,241 100.00 1,890,130,108 100.00

1. Includes:

• 189,787 shares on issue held by Spark Trustee Limited on behalf of 12 holders of Spark Share (FY25: 211,092 shares on issue held by Spark Trustee Limited on behalf

of 43 holders of Spark Share); and

• 2,467,167 shares on issue held by Sharesies Nominee Limited on behalf of 1,175 holders of Spark Share (FY25: 1,897,654 shares on issue held by Sharesies Nominee

Limited on behalf of 1,284 holders of Spark Share).

Spark New Zealand Annual Report FY2659

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The 20 largest registered holders of Spark shares at 30 June 2026 were:

Name

1

Number of shares%

1.HSBC Nominees (New Zealand) Limited

2

210,339,888 11.13

2.BNP Paribas Nominees NZ Limited

3

167,836,8898.88

3.Citibank Nominees (NZ) Limited146,125,1107.73

4.HSBC Nominees (New Zealand) Limited

2

114,993,7776.08

5.HSBC Custody Nominees (Australia) Limited88,610,3814.69

6.JP Morgan Chase Bank 78,427,6364.15

7.Accident Compensation Corporation 68,409,1953.62

8.Custodial Services Limited66,808,6403.53

9.New Zealand Superannuation Fund Nominees Limited 54,494,4202.88

10.New Zealand Depository Nominee53,661,2102.84

11.Citicorp Nominees Pty Limited47,544,8882.52

12.FNZ Custodians Limited45,996,4792.43

13.JB Were (NZ) Nominees Limited43,333,9862.29

14.JP Morgan Nominees Australia Pty Limited 42,243,1832.23

15.Apex Custodian Nominees 37,015,0281.96

16.New Zealand Permanent Trustees Limited 36,226,9281.92

17.Public Trust25,705,2891.36

18.BNP Paribas Nominees NZ Limited

3

25,466,5371.35

19.Pt Booster Investments Nominees Limited18,555,0060.98

20.Forsyth Barr Custodians Limited17,931,2410.95

1. The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been reallocated to the applicable members.

2. Has a different holder identification number to the other HSBC Nominees (New Zealand) Limited entry.

3. Has a different holder identification number to the other BNP Paribas Nominees NZ Limited entry.

According to substantial holder notices as at 30 June 2026 the substantial holders in Spark were as follows:

NameNumber of ordinary shares% of ordinary shares on issue

1

Blackrock, Inc. and related bodies corporate171,626,8329.08

Firstcape Group Limited95,643,7175.06

1

Based on issued share capital of 1,890,130,108 as at 30 June 2026.

60Governance

Subsidiary company directors
The following people held office as directors of subsidiary companies at 30 June 2026. Alternate directors are indicated with an (A).

Subsidiary companyPrincipal activityCurrent directors

Directors who retired

during the year

Adroit Holdings LimitedEnvironmental IoT solutionsS Taylor, L Urquhart

Adroit IoT LimitedEnvironmental IoT solutionsS Taylor, L Urquhart

Adroit Research LimitedEnvironmental IoT solutionsS Taylor, L Urquhart

Entelar Group LimitedTelecommunications and IT infrastructure

build and maintenance services, and

distribution and supply chain services

H Langton, M Sheppard,

M Beder

R Mateparae

Gen-i Australia Pty LimitedProvides international, wholesale and

outsourced telecommunications services

F Evett, I Hopkins

MATTR LimitedSoftware company focused on

decentralised identity and verifiable data

C Barber, J Hodson, J Smyth,

S Taylor

MATTR Trading Australia Pty LimitedSoftware company focused on

decentralised identity and verifiable data

M Leydin, S Le Verne,

L McIntyre

MATTR Trading US, IncSoftware company focused on

decentralised identity and verifiable data

C Barber, L McIntyre

Qrious LimitedData analytics businessJ Wesley-Smith, S TaylorM Anastasiou

Spark Finance LimitedGroup finance companyJ Wesley-Smith, M

Sheppard, S Taylor

M Anastasiou

Spark New Zealand Cables LimitedInvestment companyM Sheppard, L Urquhart

Spark New Zealand Trading LimitedTelecommunications and digital

services company

J Wesley-Smith, M Beder,

S Taylor

M Anastasiou

Spark Trustee LimitedTrustee companyJ Wesley-Smith, S TaylorM Anastasiou

TCNZ Australia Investments Pty LimitedAustralian operationsF Evett, I Hopkins

TCNZ (Bermuda) LimitedHolding companyJ Wesley-Smith, M ShirleyJ Wong

TCNZ Financial Services LimitedInvestment companyJ Wesley-Smith, F EvettM Anastasiou

TCNZ (United Kingdom)

Securities Limited

Holding/investment companyF Evett, C Bonetti, ManCorp

(UK) Limited

J Reader

Teleco Insurance LimitedGroup insurance companyR Deacon, M Sheppard,

N Frost, F Evett (A)

Teleco Insurance (NZ) LimitedFormer mobile phone insurance companyS Taylor

Telecom Capacity LimitedHolding companyS Taylor, M ShirleyJ Wong

Telecom Enterprises LimitedInvestment companyJ Wesley-Smith, S TaylorM Anastasiou

Telecom New Zealand USA LimitedProvides international wholesale

telecommunications services

J Martin, M ShirleyJ Wong

Telecom Pacific LimitedHolding companyJ Wesley-Smith, M SheppardM Anastasiou

Telecom Southern Cross LimitedHolding companyJ Wesley-Smith, S TaylorM Anastasiou

Telecom Wellington Investments LimitedInvestment companyJ Wesley-Smith, F EvettM Anastasiou

The interest registers for the employee directors of the Spark subsidiary companies were updated for FY26 to reflect any changes noted in the

table above.

In addition, interest registers for the following persons were updated in FY26 to reflect:

• Mr Taylor’s appointment as a director on TenPeaks Holdco Limited; and

• Mr Wesley-Smith’s appointment as a director on Southern Cross Cables Holdings Limited, Southern Cross Cables Limited, Cable

Management Limited, SCCL Fiji Limited, SCCL Pacific Limited, SCCL Australia Pty Limited, SCCL New Zealand Limited.

Spark New Zealand Annual Report FY2661

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Tax governance

Spark’s Tax Strategy demonstrates our commitment to the highest

standards of tax governance and compliance with tax laws. We

recognise that responsible tax management is an important part of

our broader corporate governance framework and reflects our

commitment to operating as a trusted and responsible business. As a

New Zealand-based company we believe it is important to be

transparent about our approach and contribution to tax to provide

certainty and confidence to our stakeholders.

As a large business, we make a significant contribution to

New Zealand’s tax base, including contributing $107 million of

New Zealand income taxes during FY26 (before any tax credits were

applied).

In FY26 Spark’s effective tax rate was 15.3%, which is lower than the

headline corporate tax rate of 28%. This is a result of the sale of a

share of Spark’s data centre business which was non-assessable for

tax purposes.

Spark’s contribution extends beyond income tax and covers a

broad range of tax collection and remittance obligations across

various tax types. In FY26 those obligations resulted in a total of

$499 million of taxes under management (FY25: $623m).

$0

$20

$40

$60

$80

$100

$120

$140

$ million

Overseas

tax payments

NZ income tax

Tax credits

(Inc. FITC)

Provisional

Tax paid

$127m$0m

($20m)

$107m

Other

NZ income tax

PAYE

GST

$

1

8

1

m


$

2

7

m


$

1

2

7

m


$

1

6

4

m

Spark’s tax strategy: spark.co.nz/governance

FY26 break down of income tax payments

Taxes under management

62Governance

ESG governance
Our sustainability framework

Sustainability is integrated into our ways of working and governance

at Spark. Our Sustainability Framework focuses our activity in the

areas we can make the most meaningful impact, aligned to our

business strategy, and outlines our approach to ESG.

Our sustainability commitment is ‘to create a better digital world’,

which we define as low-impact, with high connectivity; and equitable

and trusted. The framework is informed by our materiality

assessment (see page 127).

In our business

Suppliers and partners

Customers and communities

Low-impact, high connectivityEquitable and trusted

We will reduce our environmental impact and

enable Aotearoa to do the same through technology

Reduce our environmental impact, with a

focus on efficiency and emissions reduction

Engage our suppliers to address our


upstream environmental impacts

Support Aotearoa’s transition to a


resilient, low-emissions future

Deliver trusted digital products with a focus


on privacy, data ethics, and responsible AI

Engage our suppliers to identify and


address social risks in their businesses

Champion digital equity with a focus


on access, skills, and wellbeing

We will champion digital equity and build

trust in our digital products and services

KPI: Reduce Scope 1 and 2 emissions 56% and

achieve 100% renewable electricity by FY30

KPI: 70% of suppliers by spend with science-based targets


by 2026 (absolute scope 3 ambition to be established for FY30)

KPI: maintain leading performance for reliability and


coverage (as measured by Opensignal annually)

KPI: Maintain top quartile performance

in the WBA Digital Equity Benchmark

KPI: Five annual JAC audits driving


issue identification and remediation

KPI: Extend the reach of our not-for-profit


broadband service Skinny Jump

Spark New Zealand Annual Report FY2663

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Spark’s approach to sustainability:

spark.co.nz/sustainability

Integrating ESG into our governance processes

Spark is committed to continuously improving our ESG performance,

supported by a governance structure that ensures sustainability is

overseen at the highest levels of the organisation and embedded

across day-to-day operations.

The Board has overall responsibility for ESG governance, including

approving the Sustainability Framework and key ESG-related

policies, and receives quarterly updates on sustainability

performance. The Leadership Team oversees execution and acts as a

business-wide sustainability steering committee, with regular

reporting against sustainability KPIs.

Our ESG performance is supported by cross functional groups with

clear accountabilities. These include a Governance and Reporting

group responsible for performance, reporting and risk management;

a Human Rights and Supply Chain group focused on embedding

responsible practices across operations; and an Emissions Reduction

Steering Committee that measures and reports energy use and

emissions across key areas of the business. In addition, a Due

Diligence Committee reviews disclosures against climate standards.

Data ethics and governance

Spark’s use of AI is guided by our Artificial Intelligence Principles,

which focus on a responsible and ethical approach to the design and

operation of AI technologies within our business. Our principles,

which are regularly reviewed, are focused around seven key areas:

human centred; ethical design; diversity, inclusivity, and bias; safety

and reliability; privacy; informed human decision-making; and

explicability and transparency.

AI development and deployment is governed by Spark’s Information

Security Risk Management Committee (ISRMC) as part of its broader

role to provide insight and decision-making authority for information

security, data governance and privacy, ensuring we are using data

and data applications, including AI, ethically, legally, safely, and in line

with stakeholder expectations. The Chief AI and Technology Officer,

and Chief Operating Officer oversee this committee and report to

the ARMC.

Spark’s AI tools and use-cases go through AI, security, and privacy

risk assessment processes through which ethical and human-impact

considerations are addressed.

64Governance

Sustainability governance at Spark
Equitable and trustedLow-impact, high connectivity

Leadership Team

Chief Marketing and Corporate Affairs Officer

and Sustainability Team

Steering Committees and Governance Forums:

Human Rights and Supply Chain, Climate Disclosures

All Spark people

Emissions

Reduction

Te a m

Spark

Foundation /

Skinny Jump

Te a m

Human Rights

and Supply

Chain Team

Governance

and Reporting

Te a m

Spark New Zealand Board of Directors

Sets five-year business strategy and approves Sustainability

Framework, including key policies and KPIs. Reviews

sustainability progress quarterly. Reviews climate change and

modern slavery risks. 

Chief Marketing and Corporate Affairs Officer has

overarching responsibility for the Sustainability Framework

and Spark’s progress against it. Sustainability Lead and

Environment and Sustainability Manager lead execution

through teams and reporting.

Steering committees and governance forums established to

ensure Leadership Team and subject matter expert oversight of

progress against material sustainability focus areas and risks,

where appropriate.

Support execution of Sustainability Framework priorities and

consider sustainability impacts in decision-making.

Our Sustainability Framework unites Spark’s ambitions

with the issues that matter most to our stakeholders.

Our sustainability commitment is a ‘Better Digital World’

with two key focus areas:

– Low impact, high connectivity: We will reduce our

environmental impact and enable Aotearoa to do the

same through technology

- Equitable and trusted: We will champion digital equity

and build trust in our digital products and services

Cross-functional teams established to improve sustainability

performance and integrate it across Spark.

Spark Foundation has a sole focus on digital equity and is governed

by a board of trustees. Skinny Jump is operated by a dedicated

team. Spark’s Digital Equity Lead reports into the Chief Marketing

and Corporate Affairs Officer, and has overarching responsibility

for Spark’s digital equity investments.

Approval of business strategy and Sustainability Framework,

including key policies and Key Performance Indicators (KPIs).

Reviews sustainability progress quarterly. Reviews climate change

and modern slavery risks.

Sustainability Framework

A BETTER DIGITAL WORLD

Spark New Zealand Annual Report FY2665

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Spark’s FY26 suite of disclosures: spark.co.nz/governance

An appendix to this report (see pages 127–128) includes a summary

of our approach to materiality, and a summary of our most material

issues.

This Annual Report is published alongside a suite of other

disclosures, including the following:

• Corporate Governance Statement, which is a snapshot of Spark’s

practices, processes and policies measured against the principles

of the NZX Corporate Governance Code

• Climate-related Disclosures Report, which has been prepared in

compliance with the Aotearoa New Zealand Climate Standards

and includes our GHG Inventory and Assurance Statement

• Modern Slavery and Human Rights Statement, which provides a

summary of how we are identifying, mitigating, and remedying

modern slavery and human rights risks in our business and our

supply chains, including actions taken to audit and engage our

suppliers

• ESG Data Pack, which includes our detailed GRI Index and ESG

performance data

Benchmarking our ESG performance

We benchmark our performance using a number of international

frameworks, including the Corporate Sustainability Assessment (CSA)

– a comprehensive benchmark of our ESG maturity against our peers.

The CSA is now part of S&P Global and is the assessment framework

that supports the Dow Jones Best-in-Class World Index (previously

called the Dow Jones Sustainability Index/DJSI).

Our approach to ESG management has seen our score, and relative

ranking against global industry peers, increase over time into the top

quartile of all global telecommunications companies included in the

CSA benchmark.

ESG reporting

We seek to present a clear and transparent assessment of our ESG

performance in our reporting. This report is prepared in accordance

with the Integrated Reporting <IR> Framework and with the Global

Reporting Initiative (GRI).

We focus our reporting on sustainability topics that substantively

influence the assessments and decisions of stakeholders or have a

significant environmental, social, or economic impact. We also

consider whether a matter could substantively affect our ability to

create value in the short, medium, or long term.

66Governance

Our risk policy and framework help our people to manage
uncertainty and adapt to challenges. Oversight by the ARMC and the

diligent application of the defined responsibilities across the

business ensures our risk management system remains effective.

The policy and framework are benchmarked to COSO ERM 2017

(COSO). We also use other risk management standards like

ISO31000:2018 and specific standards and guidance, where

available, to benchmark and inform our risk management practices.

Spark’s framework is structured into five domains that work together

to enable a robust system for risk management. These five domains

are embedded in Spark’s Managing Risk Framework, and ensure the

‘Three Lines of Defence’ risk model (1. Own and manage 2. Monitor

and 3. Provide independent assurance) is utilised.

1. Governance and culture – This domain reinforces the importance

of risk management and influences how people apply the

framework. Managing risk is embedded in our organisational

structure, our functional activities, and is supported by specialist

resources from the Risk team.

Examples include the risk policy and the defined governance

structure that supports its application across Spark. More

information is included in the table on page 126.

2. Strategy and objective setting – This domain focuses on

integrating risk management into strategy setting and business

planning.

Examples include the consideration of risks and opportunities to

business objectives when making strategy decisions and

checking in with every function using a systematic method as part

of the regular operational process.

3. Performance – This domain involves maintaining a portfolio view

of risks under active management.

Examples include maintaining a principal risk profile that is used

by the ARMC and Leadership Team to understand relevant risks

and how they are being managed. It also focuses on the quality

of the embedded risk management practices that are used within

functions across the business. These two views enable indepth

analysis of relevant business risks and how they are being

managed from a top-down and bottom-up perspective.

4. Review and revision – This domain involves identifying and

implementing opportunities to continuously improve risk

management practices.

Examples include regular internal and external assessments of

the policy and framework.

5. Information, reporting, and communications – This domain

focuses on guiding Spark on how to use the policy and

framework.

Examples include information pages, access to support channels,

and education sessions.

The policy and framework are assessed annually, and externally every

three years to ensure they remain effective. All assessment results

and agreed actions are shared with the ARMC to ensure they remain

informed about the status of the policy and framework.

Spark’s principal business risks

Principal risk profiles are updated twice yearly. The last update was

finalised in May 2026. The principal risk themes identified were:

• Protecting Spark and its customers from a major cyber-attack or

data breach

Evolving cyber threats, AI technologies, cloud adoption, legislation,

and increasing stakeholder expectations require Spark to maintain

strong cyber security, privacy, and data protection practices. The

Cyber Security team is responsible for critical operational controls,

while Spark’s privacy and data governance frameworks support the

responsible management and protection of customer and business

information.

External reviews, certifications, and maturity assessments provide

independent validation that Spark’s cyber security controls remain

aligned with leading industry practices and continue to evolve in

response to the changing threat landscape.

As Spark expands its use of AI, cloud technologies, and strategic

partners, ongoing investment in cyber resilience remains important.

Spark continues to strengthen threat detection, security automation,

critical asset protection, and incident response capabilities to support

preparedness for emerging threats.

• Ensuring a Better Network and reliable operation of Spark’s

telco network, systems and infrastructure

Spark continues to invest in the resilience, reliability, and adaptability

of its network and technology platforms, recognising their critical role

in supporting customer experience, business performance, and

long-term sustainability. Maintaining a leading network position

remains an important objective, with ongoing investment focused on

coverage, reliability, performance, and resilience.

The delivery of network modernisation and technology initiatives is

supported by established governance, investment prioritisation, and

operational disciplines that help manage the risks associated with

technology change while maintaining continuity of service. Spark

also continues to leverage automation, AI-enabled capabilities, and

complementary technologies to improve network performance and

responsiveness.

Risk management

Spark New Zealand Annual Report FY2667

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To support network availability and service continuity, Spark

maintains resilience planning, lifecycle management programmes,

operational monitoring, and incident management processes

designed to effectively manage infrastructure, technology, and

operational risks.

• Ability to adapt to changing market and economic conditions to

deliver performance ambitions

Spark continues to operate in a challenging and uncertain

environment, with softer demand conditions in some areas, ongoing

competitive intensity, cost pressures, supply chain constraints, and

broader macroeconomic uncertainty impacting performance across

customer segments. These conditions have increased the importance

of successfully delivering business improvement initiatives, operating

model optimisation, supplier efficiencies, and productivity benefits to

support Spark’s performance ambitions.

In response, Spark continues to focus on automation, AI-enabled

efficiencies, digitisation of customer journeys, supplier optimisation,

and disciplined cost management. While these initiatives are

intended to strengthen operational performance and improve

efficiency, achieving planned benefits remains important to offsetting

external pressures and supporting financial outcomes.

Spark also actively monitors supply chain disruption, fuel availability,

geopolitical developments, and broader macroeconomic trends that

may impact customer demand, operating costs, investment

decisions, and business performance. Enhanced forecasting,

scenario planning, and performance monitoring support

management’s ability to identify emerging risks and respond to

changing conditions in a timely manner.

• Delivering planned AI and business system

transformation objectives

Delivering AI, digital, and business systems transformation remains a

key enabler of Spark’s strategic objectives. The scale and complexity

of these programmes, combined with legacy technology constraints,

delivery dependencies, and evolving customer expectations, create

execution risks that could impact the achievement of planned

customer, operational, and financial outcomes.

As AI technologies continue to evolve rapidly, Spark is focused on

identifying opportunities to unlock greater business benefits,

improve productivity, and maximise the return on technology

investments. Failing to adapt quickly enough to changing

technologies, customer expectations, and market opportunities

could limit the value realised from Spark’s transformation

programme.

Spark continues to strengthen governance, oversight, and delivery

disciplines to support successful execution of transformation

initiatives and responsible adoption of AI. This includes maintaining

appropriate controls and oversight mechanisms to manage privacy,

intellectual property, ethical use, and other risks associated with

emerging technologies while maintaining momentum in delivery.

• Growing revenue through core connectivity and customer value

Spark continues to operate in highly competitive and mature

markets, where revenue growth is increasingly influenced by

customer expectations, price-led competition, changing customer

behaviours, and broader economic conditions. These factors

continue to place pressure on connections, customer mix, and

average revenue per user across key segments, increasing the

challenge of achieving sustainable growth while maintaining

customer value.

Revenue growth remains closely linked to Spark’s ability to retain and

grow customers through its core connectivity services, particularly in

mobile, while adapting to changing market dynamics and customer

needs. Maintaining competitive and relevant products, delivering

strong customer experiences, and increasing customer value remain

important to achieving Spark’s performance ambitions.

Management closely monitors market trends, customer behaviour,

and competitor activity to support timely decision-making and

ensure investment remains focused on areas that deliver sustainable

long-term value. Spark’s approach balances growth opportunities

with disciplined investment, a focus on core connectivity, and

long-term value creation.

• Ensuring the capability, skills and culture to deliver

performance outcomes

Spark has evolved its operating model to support delivery of its

strategic objectives and long-term performance ambitions. This

includes the use of strategic partnerships, access to specialist skills

and technology capabilities, and aligning workforce capability with

the future needs of the business. While these changes are now

largely embedded, Spark remains reliant on strategic partners to

deliver critical operational, customer, and commercial outcomes.

As Spark’s operating model and partnership arrangements mature,

management continues to focus on optimising performance,

strengthening accountability, and embedding effective ways of

working across its blended workforce model. Effective oversight of

partner performance remains important to ensuring expected

service, customer, and commercial outcomes are consistently

achieved.

Spark continues to refine governance arrangements, strengthen

relationships with strategic partners, and ensure it has access to the

skills and capabilities required to deliver its strategic objectives and

long-term business performance.

Business continuity and crisis management

The Business Continuity and Crisis Management Policy protects

customers from the impact of disruptive events. It also ensures

value-generating activities are resilient and comply with relevant

external standards, for example, Civil Defence and 111 obligations.

Spark’s framework is benchmarked to ISO 22301 and ISO 22313,

which are acknowledged as leading practice standards for business

continuity. It is overseen by the ARMC in a similar way to the

Managing Risk Policy and Framework. An internal governance

committee consisting of general managers from across Spark,

oversees and supports the implementation and maintenance of

Business Continuity programme activities across the Spark Group.

Regular reviews of the framework are performed by the Service

Resilience and Risk and Internal Audit teams to ensure it is effective.

External reviews and testing of key elements of the framework, such

as the Level One Crisis Management Plan and team, are also done to

validate the effectiveness of the framework. Our continued

investment in network resiliency also demonstrates application of the

framework in practice.

68Governance

Spark New Zealand Annual Report FY2669
Financial

statements

Financial statements

Spark New Zealand Annual Report FY2669

For running header don't delete
70Financial statements

Financial statements

71

Notes to the Financial statements

75

Section 1 General information

1.1About this report75

1.2Key estimates and assumptions76

1.3Significant transactions and events76

1.4Sale of data centre business - discontinued operation77

1.5Sale of interest-free payment (IFP) receivables80

Section 2 Financial performance information

2.1Segment information

82

2.2Operating revenues and other gains

83

2.3Operating expenses

86

2.4Finance income, finance expense, depreciation,

amortisation, and net investment (loss)/income

87

2.5Non-GAAP measures

88

Section 3 Assets

3 .1Receivables and prepayments

91

3.2Inventories

94

3.3Long-term investments

95

3.4Right-of-use assets

96

3.5Leased customer equipment assets

97

3.6Property, plant, and equipment

98

3.7Intangible assets

100

Section 4 Liabilities and equity

4 .1Payables, accruals, and provisions

102

4.2Lease liabilities

103

4.3Debt

105

4.4Capital risk management

106

4.5Equity and dividends

107

Section 5 Financial instruments

5 .1Derivatives and hedge accounting

109

5.2Financial risk management

113

Section 6 Other information

6 .1Income tax

116

6.2Employee share schemes

118

6.3Related party transactions

119

6.4Subsidiaries

120

6.5Reconciliation of net earnings to net cash flows from

operating activities

121

6.6Commitments and contingencies

121

6.7Events subsequent to balance date

121

Independent auditor’s report

122

Financial statements

Statement of profit or loss and other comprehensive income
YEAR ENDED 30 JUNE

20262025

NOTES$M$M

Operating revenues and other gains

1,2

2.2 3,949 3,725

Operating expenses

2

2.3 (2,654) (2,672)

Earnings before finance income and expense, income tax, depreciation, amortisation, and net

investment (loss)/income (EBITDAI)2.5 1,295 1,053

Finance income2.4 23 31

Finance expense

3

2.4 (141) (149)

Depreciation and amortisation2.4 (602) (590)

Net investment (loss)/income

1

2.4 (1) 2

Net earnings before income tax 574 347

Income tax expense

1,2

6.1 (88) (95)

Net earnings from continuing operations 486 252

Net earnings from discontinued operation1.4 13 8

Total net earnings 499 260

Other comprehensive income

Items that will not be reclassified to profit or loss:

Revaluation of long-term investments designated at fair value through other comprehensive

income– 5

Items that may be reclassified to profit or loss:

Translation of foreign operations 1 –

Change in hedge reserves net of tax5.1 11 (36)

Other comprehensive income/(loss) 12 (31)

Total comprehensive income 511 229

Earnings per share

Basic earnings per share (cents) from continuing operations

1,2

25.7 13.6

Basic earnings per share (cents) from discontinued operation 0.7 0.4

Basic earnings per share (cents) from continuing and discontinued operations

1,2

26.4 14.0

Diluted earnings per share (cents) from continuing operations

1,2

25.7 13.6

Diluted earnings per share (cents) from discontinued operation 0.7 0.4

Diluted earnings per share (cents) from continuing and discontinued operations

1,2

26.4 14.0

Weighted average ordinary shares (millions) – used for basic earnings per share 1,890 1,847

Dilutive potential ordinary share (options) – –

Weighted average ordinary shares (millions) – used for diluted earnings per share 1,890 1,847

See accompanying notes to the financial statements.

1. FY26 balances were impacted by the sale of the data centre business, see notes 1.4 and 2.5 for further details.

2. FY25 balances were impacted by the sale of the remaining Connexa investment and the transformation costs associated with Spark’s SPK-26 Operate Programme, see note

2.5 for further details.

3. FY26 balances were impacted by the sale of IFP receivables, see note 1.5 for further details.

Financial statements

Spark New Zealand Annual Report FY2671

Statement of financial position
AS AT

30 JUNE 2026

AS AT

30 JUNE 2025

NOTES$M$M

Current assets

Cash and cash equivalents4.4 157 34

Short-term receivables and prepayments

1,2

3.1 857 939

Short-term derivative assets5.1 3 –

Inventories3.2 94 83

Taxation recoverable6.1 157 114

Assets classified as held for sale

3

3 268

Total current assets 1,271 1,438

Non-current assets

Long-term receivables and prepayments

1,2

3.1 311 387

Long-term derivative assets5.1 24 11

Long-term investments

1

3.3 156 76

Deferred tax assets

1

6.1 – 11

Right-of-use assets

1

3.4 537 555

Leased customer equipment assets3.5 66 59

Property, plant, and equipment3.6 1,146 1,184

Intangible assets3.7 787 804

Total non-current assets 3,027 3,087

Total assets 4,298 4,525

Current liabilities

Short-term payables, accruals, and provisions

2

4.1 653 536

Short-term derivative liabilities5.1 1 7

Short-term lease liabilities

1

4.2 107 107

Current debt4.3 165 412

Liabilities classified as held for sale

3

– 4

Total current liabilities 926 1,066

Non-current liabilities

Long-term payables, accruals, and provisions

2

4.1 65 49

Long-term derivative liabilities5.1 21 60

Long-term lease liabilities

1

4.2 725 760

Non-current debt4.3 904 1,070

Deferred tax liabilities6.1 10 –

Total non-current liabilities 1,725 1,939

Total liabilities 2,651 3,005

Equity

Share capital 995 994

Reserves (30) (43)

Retained earnings 682 569

Total equity 1,647 1,520

Total liabilities and equity 4,298 4,525

Authorised for issue on 20 August 2026

On behalf of the Board

Justine Smyth, CNZM Jolie Hodson, MNZM

Chair Chief Executive

See accompanying notes to the financial statements.

1. FY26 balances were impacted by the sale of the data centre business, see note 1.4 for further details.

2. FY26 balances were impacted by the sale of IFP receivables, see note 1.5 for further details.

3. FY25 balances were impacted by the data centre business being classified as held for sale, see note 1.4 for further details.

72Financial statements

Statement of changes in equity
SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVES

SHARE–BASED

COMPEN–

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2026NOTES$M$M$M$M$M$M$M

Balance at 1 July 2025 994 569 (24) 3 – (22) 1,520

Total net earnings – 499 – – – – 499

Other comprehensive income – – 11 – – 1 12

Total comprehensive income – 499 11 – – 1 511

Contributions by, and distributions to, owners:

Dividends1.3, 4.5 – (387) – – – – (387)

Supplementary dividends4.5 – (20) – – – – (20)

Tax credit on supplementary dividends – 20 – – – – 20

Issuance of shares under share schemes 2 – – 2 – – 4

Other transfers (1) 1 – (1) – – (1)

Total transactions with owners 1 (386) – 1 – – (384)

Balance at 30 June 2026 995 682 (13) 4 – (21) 1,647

SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVES

SHARE–BASED

COMPEN–

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2025NOTES$M$M$M$M$M$M$M

Balance at 1 July 2024 810 1,194 12 4 (407) (23) 1,590

Total net earnings – 260 – – – – 260

Other comprehensive income/(loss) – – (36) – 5 – (31)

Total comprehensive income/(loss) – 260 (36) – 5 – 229

Contributions by, and distributions to, owners:

Dividends4.5 – (484) – – – – (484)

Supplementary dividends4.5 – (37) – – – – (37)

Tax credit on supplementary dividends – 37 – – – – 37

Dividend reinvestment plan 182 – – – – – 182

Issuance of shares under share schemes 3 – – – – – 3

Transfer in relation to the disposal of investment

1

– (402) – – 402 – –

Other transfers (1) 1 – (1) – 1 –

Total transactions with owners 184 (885) – (1) 402 1 (299)

Balance at 30 June 2025 994 569 (24) 3 – (22) 1,520

See accompanying notes to the financial statements.

1. Transfer of revaluation losses previously recognised through other comprehensive income to retained earnings following the disposal of Spark’s investment in Hutchison

on 25 June 2025. See note 1.3 for more details.

Spark New Zealand Annual Report FY2673

Statement of cash flows
YEAR ENDED 30 JUNE

20262025

NOTES$M$M

Cash flows from operating activities

Receipts from customers

1

3,654 3,694

Receipts from sale of IFP receivables1.5 355 –

Receipts from interest 20 29

Payments to suppliers and employees (2,618) (2,711)

Payments for collections on derecognised IFP receivables and buy backs (117) –

Payments for income tax (net of refunds) (127) (186)

Payments for interest on debt (68) (90)

Payments for interest on leases (50) (50)

Payments for interest on leased customer equipment assets (5) (6)

Net cash flows from operating activities6.5 1,044 680

Cash flows from investing activities

Proceeds from sale of property, plant, and equipment 1 2

Proceeds from sale of businesses, net of cash acquired1.4 462 8

Proceeds from sale of long-term investment 48 309

Proceeds from long-term investment 21 17

Receipts from finance leases 1 –

Receipts from loans receivable – 3

Payments for purchase of business, net of cash acquired – (2)

Payments for purchase of property, plant, and equipment, intangible assets (excluding spectrum),

and capacity (374) (430)

Payments for assets classified as held for sale1.4 (62) (2)

Payments for purchase of spectrum intangible assets (1) (10)

Payments for capitalised interest (6) (7)

Net cash flows from investing activities 90 (112)

Cash flows from financing activities

Net repayments of debt and derivatives4.4 (464) (197)

Payments for dividends1.3 (387) (302)

Receipts from lease incentive – 22

Payments for leases (108) (92)

Payments for leased customer equipment assets (33) (24)

Payments for discounts on derecognised IFP receivables (19) –

Net cash flows from financing activities (1,011) (593)

Net cash flows 123 (25)

Opening cash and cash equivalents position 34 59

Closing cash and cash equivalents position

2

157 34

See accompanying notes to the financial statements.

1. FY26 balance includes $99 million of cash collected on behalf of Challenger Limited (Challenger). See note 1.5 for further details.

2. FY26 balance comprises $52 million of cash in banks and $105 million of short-term deposit which are classified as cash equivalents.

74Financial statements

1
Section 1

General information

1.1 About this report

Reporting entity

These financial statements are for Spark New Zealand Limited (the

Company) and its subsidiaries (together Spark or the Group).

Spark is a major supplier of telecommunications and digital services

in New Zealand. Spark provides a full range of telecommunications,

information technology, and other digital products and services,

including: mobile services; broadband services; voice services;

other connectivity; cloud services; IT services management; and

procurement and partner services.

The Company is incorporated and domiciled in New Zealand,

registered under the Companies Act 1993 and is an FMC reporting

entity under the Financial Markets Conduct Act 2013. The Company

is listed on the New Zealand Stock Exchange (NZX) and the

Australian Securities Exchange (ASX) and the address of its

registered office is at 50 Albert Street, Auckland 1010, New Zealand.

Basis of preparation

The financial statements have been prepared in accordance with

Generally Accepted Accounting Practice in New Zealand (NZ GAAP).

They comply with New Zealand equivalents to IFRS Accounting

Standards (NZ IFRS) and other applicable Financial Reporting

Standards, as appropriate for profit-oriented entities. The financial

statements also comply with IFRS Accounting Standards (IFRS).

The measurement basis adopted in the preparation of these

financial statements is historical cost, modified by the revaluation of

certain investments, contingent consideration receivable, and

financial instruments, as identified in the accompanying notes.

These financial statements are expressed in New Zealand dollars,

which is Spark’s functional and presentation currency. All financial

information has been rounded to the nearest million, unless

otherwise stated. The accompanying notes include results from the

continuing operations only, unless otherwise stated. Certain

comparative information has been updated to conform with the

current year’s presentation.

The material accounting policies applied in the preparation of these

financial statements are set out in the accompanying notes where

an accounting policy choice is provided by NZ IFRS. A policy is also

included when it is new, has changed, is specific to Spark’s

operations or is material. Where NZ IFRS does not provide an

accounting policy choice, Spark has applied the requirements of NZ

IFRS but a detailed accounting policy is not included.

New and amended standards

In FY26, Spark has early adopted the amendments to NZ IFRS 10

Consolidated Financial Statements and NZ IAS 28 Sale or

Contribution of Assets between an Investor and its Associate or Joint

Venture which require an investor to recognise the full gain or loss

on transactions involving the sale or contribution of assets that

constitute a business, as defined in NZ IFRS 3 Business

Combinations, between the investor and its associate or joint

venture. Spark has applied these amendments prospectively and

this has impacted the recognition of gain on sale of data centre

business disclosed in note 1.4.

NZ IFRS 18 Presentation and Disclosure in Financial Statements (NZ

IFRS 18) will replace NZ IAS 1 Presentation of Financial Statements

and may have a material impact on Spark’s disclosures. NZ IFRS 18

has been issued but is not yet effective until periods commencing

on or after 1 January 2027. NZ IFRS 18 sets out the requirements for

the presentation and disclosure of information in financial

statements, and will not change net profit reported, but how results

are presented on the statement of profit or loss and other

comprehensive income and what information is disclosed in the

notes. Spark is currently assessing the disclosure impacts of this

standard. The key changes of NZ IFRS 18 are expected to be:

• A more structured statement of profit or loss and other

comprehensive income, including new subtotals, and income and

expenses classified into five categories (operating, investing,

financing, discontinued operations, and income tax).

• Non-GAAP management performance measures are required to

be disclosed in the financial statements and subject to audit.

• New disclosures are required for items currently labelled as

‘other’, with enhanced guidance on how to group information

within the financial statements.

Amendments to NZ IFRS 9 Financial Instruments and NZ IFRS 7

Contracts Referencing Nature Dependent Electricity introduce

requirements which apply only to contracts that reference nature-

dependent electricity. The amendments:

• Clarify the application of the ‘own-use’ requirements for in-scope

contracts.

• Amend the designation requirements for a hedged item in a cash

flow hedging relationship for in-scope contracts.

• Add new disclosure requirements to enable investors to

understand the effect of these contracts on a company’s financial

performance and cash flows.

The amendments will take effect for annual reporting periods

commencing on or after 1 January 2026. Spark is yet to determine

the disclosure impacts of these standards.

There are no other new standards, amendments or interpretations

that have been issued as at 30 June 2026, and are not yet effective,

that are expected to have a significant impact on the financial

statements of Spark.

General information

NOTES TO THE FINANCIAL STATEMENTS

Spark New Zealand Annual Report FY2675

NOTES TO THE FINANCIAL STATEMENTS: GENERAL INFORMATION
1.2 Key estimates and assumptions

The preparation of these financial statements requires management

to make estimates and assumptions. These affect the amounts of

reported revenues and expenses, and the measurement of assets

and liabilities as at 30 June. Actual results could differ from these

estimates.

The principal areas of judgement and estimation for Spark in

preparing these financial statements are found in the following

notes:

• Note 1.4 Sale of data centre business - discontinued operation

• Note 1.5 Sale of IFP receivables

• Note 2.2 Operating revenues and other gains

• Note 3.1 Receivables and prepayments

• Note 3.7 Intangible assets

• Note 4.2 Lease liabilities

1.3 Significant transactions and events

The following significant transactions and events affected the

financial performance and financial position of Spark for the year

ended 30 June 2026:

Dividends (see note 4.5)

• Dividends paid during the year ended 30 June 2026 in relation

to the H2 FY25 second-half dividend (ordinary dividend of

12.5 cents per share) and H1 FY26 first-half dividend (ordinary

dividend of 8.0 cents per share) totalled $387 million or 20.5 cents

per share, with no shares offered under the dividend

reinvestment plan.

Debt programme (see notes 4.3 and 5.2)

• On 27 November 2025, Spark announced it has extended the

term of its existing $125 million committed revolving

sustainability linked loan facility with MUFG Bank, Ltd by one year,

to mature on 30 November 2026. This facility has been cancelled

and replaced by the new bank facilities below.

• On 29 May 2026, Spark announced it has established a new suite

of committed bank facilities totalling $500 million across multiple

banks who are high-credit quality financial institutions in line with

our treasury policy. One facility of $65 million will mature on

29 May 2029, two facilities totalling $100 million will mature on

29 May 2030, and two facilities totalling $135 million will mature

on 29 May 2031. In addition, three facilities totalling $200 million

are evergreen loans, which have no fixed maturity date and

remain available until the notice period expires following

cancellation by the lending banks. These new facilities replace all

previously held bank facilities.

Long-term investments (see note 3.3)

• On 23 June 2025, Spark announced that it had accepted an offer

from Hutchison Telecommunications (Amsterdam) BV, an indirect

wholly owned subsidiary of CK Hutchison Holdings Limited, to

sell its 10% shareholding in Hutchison Telecommunications

(Australia) Limited (Hutchison) at AU$0.032 per share. The transfer

of shares completed on 25 June 2025, with NZ$48 million cash

proceeds received on 17 July 2025 which are presented in the

statement of cash flows for the year ended 30 June 2026. As at 30

June 2025, Spark transferred the cumulative revaluation losses

previously recognised through other comprehensive income to

retained earnings in the statement of changes in equity.

• Spark received a $21 million dividend in June 2026 from

Southern Cross Cables Holdings Limited investment.

Capital expenditure (see notes 2.5, 3.4, 3.6, 3.7, and

page 17 of this Annual Report)

• Spark’s additions to property, plant, and equipment, intangible

assets, assets classified as held for sale, and capacity right-of-use

assets where such additions are paid up front (excluding

spectrum, goodwill, assets fully funded by customers or vendors

and other non-cash additions that may be required by NZ IFRS)

were $467 million, comprising $401 million of business as usual

(BAU) capital expenditure and $66 million of strategic capital

expenditure (for data centres prior to their sale).

Data centre business sale (see notes 1.4, 3.1, and 3.3)

• On 30 January 2026, Spark completed the sale of 75% interest in

its data centre business to Pacific Equity Partners. As part of the

transaction, Spark transferred its data centre assets and

operations into a new stand-alone company called TenPeaks

Holdco Limited (TenPeaks). Following the completion of the sale,

the remaining 25% interest in TenPeaks has been equity

accounted for as an investment in associate. As at 30 June 2025,

the data centre business was classified as a discontinuing

operation held for sale.

• A net gain on sale of $278 million was recognised.

Sale of IFP receivables (see note 1.5)

• On 22 December 2025, Spark announced its partnership with

ASX-listed financial services organisation Challenger Limited

(Challenger) to establish a new financing structure for the IFP

plans Spark offers to its customers to acquire mobile handsets

and other accessories.

• On 23 December 2025, Spark sold eligible receivables from its

existing IFP customers to Challenger for $239 million.

• In addition to the initial sale of Spark’s existing IFP receivables,

the partnership includes an ongoing arrangement with

Challenger to sell future IFP receivables on a regular basis. There

have been subsequent sales completed on a periodic basis

throughout the second half of the financial year. Spark will

continue to collect repayments from its mobile customers directly

and transfer eligible handset receivables to Challenger at fair

value, reflecting financing costs and credit risk.

76General information

1
1.4 Sale of data centre business – discontinued operation

As disclosed in note 1.3, the sale of a 75% interest in the data centre business to Pacific Equity Partners was completed on 30 January 2026.

The Group’s statement of profit or loss has been presented to show the data centre business results for the years ended 30 June 2026 and

30 June 2025 as a discontinued operation, separately from the Group’s continuing operations.

The discontinued operation’s net earnings are as follows:

30 JANUARY

2026

30 JUNE

2025

PERIOD ENDED $M$M

Operating revenues and other gains 29 46

Product costs– (1)

Labour (4) (7)

Other operating expenses

Network support costs (1) (1)

Accommodation costs (6) (12)

Earnings before finance income and expense, income tax, depreciation, amortisation, and net investment (loss)/

income (EBITDAI) from discontinued operation 18 25

Depreciation and amortisation expense

Depreciation and amortisation - property, plant, and equipment, and intangible assets– (13)

Depreciation - right-of-use assets– (1)

Net earnings before income tax from discontinued operation 18 11

Income tax expense (5) (3)

Net earnings from discontinued operation 13 8

As of 30 June 2025, the assets and liabilities associated with the data centre business were classified as held for sale. The major classes of

assets and liabilities comprising the discontinued operation classified as held for sale were as follows:

2025

YEAR ENDED 30 JUNENOTES$M

Short-term receivables and prepayments 18

Right-of-use assets3.4 3

Property, plant, and equipment3.6 236

Intangible assets3.7 11

Total assets classified as held for sale 268

Lease liabilities4.2 4

Total liabilities classified as held for sale 4

Spark New Zealand Annual Report FY2677

NOTES TO THE FINANCIAL STATEMENTS: GENERAL INFORMATION
1.4 Sale of data centre business – discontinued operation (continued)

The sale of the data centre business on 30 January 2026 resulted in a net gain of $278 million as set out below:

2026

NOTES$M

Cash inflow arising from sale of the data centre business 462

Less: incremental transaction costs (20)

Net cash flow on sale of the data centre business442

Assets and liabilities sold

Short-term receivables and prepayments (11)

Right-of-use assets (1)

Property, plant, and equipment (302)

Goodwill (10)

Intangible assets (1)

Deferred tax asset (9)

Other assets (3)

Unearned revenue 11

Lease liabilities 1

Sale and leaseback right-of-use asset recognised 21

Sale and leaseback liability recognised (27)

Investment in TenPeaks

Contingent consideration receivable3.1 63

Investment in associate3.3 104

Net gain on sale of the data centre business 278

The net cash flows generated/(incurred) by the discontinued operation are as follows:

30 JANUARY

2026

30 JUNE

2025

PERIOD ENDED$M$M

Net cash flows from operating activities 13 22

Net cash flows from investing activities (62) (50)

Net cash flows from financing activities– (1)

Net cash flows from discontinued operation (49) (29)

78General information

1
1.4 Sale of data centre business – discontinued operation (continued)

Impact of sale of the data centre business on the statement of financial position as at 30 June 2026

The significant balances included within the statement of financial position as at 30 June 2026 as a result of the sale of the data centre

business were as follows:

AS AT

30 JANUARY

2026

DESCRIPTION OF THE BALANCE RELATING TO THE DATA CENTRE SALE

NOTES$M

Short-term receivables and prepayments 3.1 31 Short-term portion of the contingent consideration receivable of

$29 million and trade receivables from TenPeaks of $2 million

Long-term receivables and prepayments 3.1 34 Long-term portion of the contingent consideration receivable

Long-term investments 3.3 103 Investment in associate

Right-of-use assets 18 Right-of-use assets relating to leases and sale and leaseback

arrangements

Deferred tax assets 1 Deferred tax assets relating to deductible temporary differences

Short-term payables, accruals, and

provisions

(1)Short-term trade accounts payable to TenPeaks

Short-term lease liabilities (8)Short-term portion of the sale and leaseback liability

Long-term lease liabilities (14)Long-term portion of the sale and leaseback liability

Contingent consideration receivable

As disclosed in note 1.3, the sale of Spark’s 75% interest in the data centre business was completed on 30 January 2026. As part of the

consideration, Spark is entitled to additional deferred consideration of up to $130 million (comprising up to $98 million in cash and up to

$32 million additional shares in TenPeaks). These amounts are contingent on the achievement of certain performance-based objectives by

firstly, 31 December 2026 to 28 February 2027 and secondly, 31 December 2027 to 31 March 2028.  At 30 June 2026, the fair value estimate

of the contingent consideration was determined to be $83 million (being $63 million in cash and $20 million in additional shares, see notes

3.1 and 3.3 respectively) based on the current view of likely performance against these objectives. The amount and timing of the contingent

consideration contain significant judgement, and as such may vary from the above amounts.

The cash portion of the contingent consideration receivable is measured at fair value through profit or loss (FVTPL), therefore, it is not

subject to the expected credit loss impairment requirements of NZ IFRS 9 Financial Instruments. The cash portion of the contingent

consideration will be remeasured at fair value at each reporting date, with changes in fair value recognised in the statement of profit or loss

and other comprehensive income.

Movements in the contingent consideration receivable are as follows:

2026

YEAR ENDED 30 JUNENOTE$M

Opening balance as at 1 July–

Additions from data centre business sale 62

Fair value gain on receivables measured at FVTPL 2.4 1

Closing balance as at 30 June 63

Short-term contingent consideration receivable 29

Long-term contingent consideration receivable 34

Spark New Zealand Annual Report FY2679

NOTES TO THE FINANCIAL STATEMENTS: GENERAL INFORMATION
1.4 Sale of data centre business – discontinued operation (continued)

Key estimates and assumptions

The fair value of contingent consideration receivable is determined using probability-weighted discounted cash flow model, which

estimates the expected cash receipts under a range of potential performance outcomes and discounts those cash flows to present

value (level three on the fair value hierarchy). The significant unobservable inputs used in the valuation include the probability of

achieving each performance milestone and the risk-adjusted discount rate.

A sensitivity analysis was undertaken in relation to the significant assumptions used in calculating the fair value of the contingent

consideration receivable. A 10% increase/decrease in the probability of achievement of the performance milestones would result

in a corresponding increase/decrease of $10 million in the receivable. In addition, a 1% increase/decrease in the discount rate

would result in a corresponding decrease/increase of less than $1 million in the receivable.

1.5 Sale of IFP receivables

During the year ended 30 June 2026, Spark entered into a series of transactions to sell IFP receivables to Challenger. The initial sale

occurred on 23 December 2025, with subsequent sales completed on a periodic basis throughout the second half of the financial year. In

aggregate, the sales of IFP receivables resulted in a net loss of $14 million as set out below:

2026

YEAR ENDED 30 JUNENOTES$M

Net cash inflow arising from sale of IFP receivables 340

Less: transaction costs and service fees (5)

Net cash flow on sale of IFP receivables 335

Less: carrying amount of the IFP receivables sold (356)

Add: carrying amount of the associated expected credit loss allowance provision3.1 7

Net loss on sale of IFP receivables2.4, 6.5 (14)

Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows expire, or when the rights to receive those cash flows

are transferred and substantially all of the risks and rewards of ownership are transferred, in accordance with NZ IFRS 9.

Where IFP receivables are sold and the Group retains exposure to a portion of the future cash flows, the asset is derecognised only to the

extent that risks and rewards have been transferred. The Group recognises a continuing involvement asset for its retained interest and a

continuing involvement liability for any obligation to pass through or repay amounts under the transfer arrangement. These items are

measured at the lower of the retained interest in the asset and the maximum amount the Group may be required to repay.

Continuing involvement

Spark derecognised the IFP receivables sold to Challenger except for the extent of its continuing involvement which represents the

maximum amount of consideration that Spark may be required to repay in relation to the IFP discounts over the life of the plan. Given the

continuing involvement, which Spark has retained control over, Spark has neither transferred nor retained substantially all the risks and

rewards of ownership which is primarily credit risk. Continuing involvement balances are presented within receivables and payables

respectively. Where unbilled customer discounts relating to the transferred receivables are recognised as a discount liability under NZ IFRS

15 Revenue from Contracts with Customers, that liability is presented as a reduction of the continuing involvement asset in the statement of

financial position.

The carrying amount of continuing involvement receivables and liabilities are as follows:

2026

CURRENTNON-CURRENTTOTAL

$M$M$M

Continuing involvement receivables 18 9 27

Continuing involvement liabilities (27) (15) (42)

80General information

1
1.5 Sale of IFP receivables (continued)

Key estimates and assumptions

Judgement is required in assessing whether the sale of IFP receivables results in derecognition under NZ IFRS 9. Key judgements

include:

• Extent of risks and rewards transferred – evaluating whether the Group has transferred substantially all risks and rewards to the

purchaser.

• Assessment of continuing involvement – determining the portion of cash flow variability the Group remains exposed to and the

resulting continuing involvement asset and liability to recognise.

• Measurement of exposure – estimating the maximum amount the Group may be required to repay or pass through under the

transfer arrangement.

These judgements directly affect the amount of receivables derecognised and the measurement of related continuing involvement

balances.

Spark New Zealand Annual Report FY2681

NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
Section 2 Financial performance

information

2.1 Segment information

The segment results disclosed are based on those reported to the Chief Executive and are how Spark reviews its performance. Spark’s

material assets and operations are in New Zealand, therefore no separate geographical information is provided.

Spark’s segments are measured based on product margin, which includes product operating revenues and direct product costs. The

segment results exclude other gains, labour, other operating expenses, finance income and expense, depreciation and amortisation, net

investment (loss)/income, and income tax expense, as these are assessed at an overall Group level by the Chief Executive.

Changes to segment results classification:

In FY26 Spark made changes to its segments to align with the SPK-30 business strategy. As a result, the 2025 segment results have been

reclassified as follows:

• The IT products, IT services, and High tech were reclassified between Other products and three new categories: Other connectivity,

Cloud, and IT services management in FY26 to more accurately reflect how these products are viewed and the comparative information

has been re-presented to reflect this.

There is no change to the overall Spark reported result because of these reclassifications.

20262025

YEAR ENDED 30 JUNE

OPERATING

REVENUES

$M

PRODUCT

COSTS

$M

PRODUCT

MARGIN

$M

OPERATING

REVENUES

$M

PRODUCT

COSTS

$M

PRODUCT

MARGIN

$M

Mobile 1,517 (490) 1,027 1,453 (457) 996

Broadband 596 (318) 278 608 (331) 277

Voice 126 (57) 69 150 (68) 82

Other connectivity

1

327 (171) 156 363 (196) 167

Cloud 233 (121) 112 235 (111) 124

IT services management 104 (30)74 116 (33) 83

Procurement and partners 563 (522)41 538 (473) 65

Other products

2

171 (53) 118 160 (62) 98

Segment results from continuing operations 3,637 (1,762) 1,875 3,623 (1,731) 1,892

1. Other connectivity includes IoT, managed data, networks, security, and collaboration.

2. See note 2.2 for a description of other products.

Reconciliation from segment product margin to consolidated net earnings before income tax

20262025

YEAR ENDED 30 JUNE $M$M

Segment product margin 1,8751,892

Other gains

3

312102

Labour (381)(439)

Other operating expenses

4

(511)(502)

Earnings before finance income and expense, income tax, depreciation, amortisation, and net

investment (loss)/ income (EBITDAI) 1,2951,053

Finance income 2331

Finance expense (141)(149)

Depreciation and amortisation (602)(590)

Net investment (loss)/income (1)2

Net earnings before income tax from continuing operations 574347

3. See note 2.2 for a description of other gains.

4. See note 2.3 for a breakdown of other operating expenses.

Financial performance information

82Financial performance information

2
2.2 Operating revenues and other gains

The accounting policies specific to Spark’s operating revenues are outlined below:

Contracts with customers

Spark records revenue from contracts with customers in accordance with the five steps in NZ IFRS 15:

1. Identify the contract with a customer

2. Identify the performance obligations in the contract

3. Determine the transaction price, which is the total consideration provided by the customer

4. Allocate the transaction price amount to the performance obligations in the contract based on their relative stand-alone selling prices

5. Recognise revenue when or as the performance obligation is satisfied.

Spark often provides products and services in bundled arrangements (for example, a broadband modem together with a broadband

service). Where multiple products or services are sold in a single arrangement, revenue is recognised in relation to each distinct good or

service. A product or service is distinct where, amongst other criteria, a customer can benefit from it on its own or together with other

resources that are readily available. Revenue is allocated to each distinct product or service in proportion to its stand-alone selling price and

recognised when, or as, control is transferred to the customer.

Generally, control for products is transferred and revenue recognised at the point in time it is delivered to the customer and for services,

control is transferred, and revenue recognised, over time as the service is provided. Revenue for performance obligations satisfied over time

is recognised using the ‘resources consumed by customers’ method or the ‘time-elapsed’ method, as these best depict the transfer of

goods or services to customers.

Performance obligations, where Spark acts as an agent, includes some third-party media services and certain cloud, security, and service

management contracts. Contracts with a significant financing component include those that have goods that were purchased on interest-

free payment terms of greater than 12 months.

The nature of the various performance obligations in our contracts with customers and when revenue is recognised is outlined below:

PERFORMANCE OBLIGATIONS

FROM CONTRACTS WITH CUSTOMERS

TIMING OF SATISFACTION

OF THE PERFORMANCE OBLIGATION AND PAYMENT

Mobile services, broadband services, media services,

cloud, other connectivity, IT services management, and

rental of equipment

As the service is provided (usually monthly). Generally billed and paid on a

monthly basis.

Usage, other optional or non-subscription services, and

pay-per-use services

As the service is provided. Generally billed and paid on a monthly basis.

Fixed modems, mobile handsets, and other distinct goodsWhen control is passed to the customer, generally when the customer takes

possession of the goods. For goods sold in packages or on interest-free terms,

customers usually pay in equal instalments over 6 to 36 months.

Installation or set-up services (where distinct)As the service is provided. Generally billed and paid following the provision of

the service.

Network infrastructureAs the goods or services are provided. Generally billed when milestones are

completed and revenue recognised when the milestones are completed or

once control of goods passes to the customer.

Spark New Zealand Annual Report FY2683

NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
2.2 Operating revenues and other gains (continued)

20262025

YEAR ENDED 30 JUNENOTE $M$M

Operating revenues

Mobile 1,517 1,453

Broadband 596 608

Voice 126 150

Other connectivity 327 363

Cloud 233 235

IT services management 104 116

Procurement and partners 563 538

Other products 171 160

3,637 3,623

Other gains

Net gain on sale of Connexa investment– 71

Net gain on sale and acquisition of property, plant, and equipment, and intangible assets 12 8

Net gain on lease modifications and terminations 22 24

Net gain/(loss) on sale of long-term businesses

1

1.4 278 (1)

312 102

Total operating revenues and other gains from continuing operations 3,949 3,725

1. FY26 balance has been impacted by the sale of the data centre business, see note 1.4 for further details.

Other products

Included in other products is revenue from mobile infrastructure and exchange building sharing arrangements.

Other gains

For the year ended 30 June 2026, other gains included the net gain on the sale of the data centre business of $278 million, the sale of

property, plant, and equipment, together with the fair value of vendor funded equipment and software to support revenue growth

opportunities of $12 million, and net gain from lease modifications and terminations of $22 million (primarily relates to mobile and

exchange sites).

For the year ended 30 June 2025, other gains included the net gain on the sale of Connexa investment of $71 million, the sale of property,

plant, and equipment, together with the fair value of vendor funded equipment and software to support revenue growth opportunities of

$8 million, net gain from lease modifications and terminations of $24 million (primarily relates to property and exchange sites), and a

$1 million net loss on disposal of Digital Island Limited.

84Financial performance information

2
2.2 Operating revenues and other gains (continued)

Key estimates and assumptions

Determining the transaction price

Determining the transaction price of Spark’s contracts requires judgement in estimating the amount of revenue we expect to be

entitled to for delivering the performance obligations within a contract. The transaction price is the amount of consideration that is

enforceable and to which we expect to be entitled in exchange for the goods and services we have promised to our customer. We

determine the transaction price by considering the terms of the contract and business practices that are customary within that

product, as well as adjusting the transaction price for estimated variable consideration and for any effects of the time value of

money. The ‘expected value’ or ‘most likely’ amount methods are used to determine variable consideration and any amount where

it is determined that it is highly probable a revenue reversal will not subsequently occur is included in the transaction price. In

making this determination consideration is given to the likelihood and potential magnitude of the revenue reversal, as well as

factors outside of Spark’s influence, the time when the uncertainty is expected to be resolved and Spark’s experience with similar

types of contracts. Judgement is required to determine the discount rate underlying any time value of money calculations, as well

as whether the financing component in a contract is significant. Discounts, rebates, refunds, credits, price concessions, incentives,

penalties, and other similar items are reflected in the transaction price at contract inception.

Determining the stand-alone selling price and the allocation of the transaction price

Determining the stand-alone selling price of performance obligations and the allocation of the transaction price between

performance obligations involves judgement. The transaction price is allocated to performance obligations based on the relative

stand-alone selling prices of the distinct goods or services in the contract. The best evidence of a stand-alone selling price is the

observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar

customers. If a stand-alone selling price is not directly observable, we estimate the stand-alone selling price taking into account

reasonably available information relating to the market conditions, entity-specific factors, and the class of customer. In determining

the stand-alone selling price, we allocate revenue between performance obligations based on expected minimum enforceable

amounts to which Spark is entitled. Any amounts above the minimum enforceable amounts are recognised as revenue as they are

earned. Discounts are allocated to performance obligations on the basis of their relative stand-alone selling prices. However,

where there is observable evidence that a discount relates entirely to one or more, but not all, performance obligations in a

contract (or a portfolio of contracts, where applicable), the discount is allocated to those specific performance obligations in

accordance with NZ IFRS 15.

Distinct goods and services

We make judgements in determining whether a promise to deliver goods or services is considered distinct. We account for

individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other items

in the bundled package and if the customer can benefit from it). The consideration is allocated between separate products and

services in a bundle based on their stand-alone selling prices.

Timing of satisfaction of performance obligations

We make judgements in determining whether performance obligations are satisfied over time or at a point in time, as well as the

methods used for measuring progress towards completed satisfaction of performance obligations. Refer to page 83 for Spark’s

accounting policy on timing of satisfaction of performance obligations.

Spark New Zealand Annual Report FY2685

NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
2.3 Operating expenses

20262025

YEAR ENDED 30 JUNE$M$M

Product costs 1,762 1,731

Labour

1

381 439

Other operating expenses

Network support costs 106 78

Computer costs 155 132

Accommodation costs 82 84

Advertising, promotions, and communication 69 58

Bad debts 16 19

Other

1

83 131

Total other operating expenses 511 502

Total operating expenses from continuing operations 2,654 2,672

1. FY25 balances include additional transformation costs of $53 million ($3 million in labour and $50 million in other operating costs which were mostly severances)

incurred in the implementation of Spark’s SPK-26 Operate Programme.

Pension contributions

Labour costs include post-employment benefits (Kiwisaver and Superannuation) of $13 million (30 June 2025: $15 million).

Cost of inventories recognised as an expense

The cost of inventories recognised as an expense in relation to broadband modems, mobile devices, and other accessories was

$356 million (30 June 2025: $330 million).

Lease expenses

Expenses relating to short-term leases and leases of low-value assets were $6 million (30 June 2025: $8 million).

Donations

Donations for the year ended 30 June 2026 were $1,941,262 and comprised Spark’s donation to Spark Foundation of $1,918,262, and

payroll giving and other donations of $23,000 (30 June 2025: $1,931,000, comprised Spark’s donation to the Spark Foundation of

$1,894,000 and payroll giving and other donations of $37,000). Spark made no donations to political parties in the years ended 30 June

2026 and 30 June 2025.

Auditor’s remuneration

20262025

YEAR ENDED 30 JUNE$’000$’000

Audit and review of financial statements

1

1,255 1,361

Audit or review related services

2

58 57

Other assurance services and other agreed upon procedures engagements

3

93 87

Taxation services

4

28 –

Human resource services

5

70 45

Other services

6

17 27

Total fees paid to auditor 1,521 1,577

1. The audit fee includes fees for both the annual audit of the financial statements and the review of the interim financial statements.

2. Audit or review related services consist of the audit of telecommunications-related regulatory disclosures.

3. Other assurance services relate to assurance over the Group’s greenhouse gas emissions of $72k (2025: $67k) and sustainability linked loan of $21k (2025:$20k).

4. Taxation services relate to international tax advisory support.

5. Human resource services for current year relates to the process design capability uplift programme. FY25 human resource services relate to business partner training

programme.

6. Other services relate to other advisory services of $17k for the Corporate Taxpayer Group of which Spark, alongside a number of organisations, is a member of (2025:

$17k). FY25 also includes services relating to the CPO Vantage Programme of $5k and CFO Vantage Programme of $5k.

86Financial performance information

2
2.4 Finance income, finance expense, depreciation, amortisation, and net investment

(loss)/income

20262025

YEAR ENDED 30 JUNENOTES$M$M

Finance income

Finance lease interest income 8 8

Other interest income 15 23

23 31

Finance expense

Finance expense on debt (66) (79)

Lease interest expense4.2 (51) (51)

Leased customer equipment interest expense (5) (6)

Loss on sale of IFP receivables1.5 (14) -

Other interest and finance expenses (11) (20)

(147) (156)

Plus: interest capitalised

1

6 7

(141) (149)

Depreciation and amortisation

Depreciation – property, plant, and equipment3.6 (270) (274)

Depreciation – right-of-use assets3.4 (111) (103)

Depreciation – leased customer equipment assets3.5 (27) (27)

Amortisation – intangible assets3.7 (194) (186)

(602) (590)

Net investment (loss)/income

Share of associates' and joint ventures' net losses3.3 (2) (6)

Interest income on loans receivable from associates and joint ventures - 8

Fair value gain on receivables measured at FVTPL1.4 1 -

(1) 2

1. Interest was capitalised on property, plant, and equipment, and intangible assets under development for the year ended 30 June 2026 at an annualised rate of 5.6% (30

June 2025: 5.7%).

Spark New Zealand Annual Report FY2687

NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
2.5 Non-GAAP measures

Spark uses non-GAAP financial measures that are not prepared in accordance with NZ IFRS. Spark believes that these non-GAAP financial

measures provide useful information to readers to assist in the understanding of the financial performance, financial position or returns of

Spark. These measures are also used internally to evaluate performance of products, to analyse trends in cash-based expenses, to establish

operational goals, and allocate resources. However, they should not be viewed in isolation, nor considered as a substitute for measures

reported in accordance with NZ IFRS, as they are not uniformly defined or utilised by all companies in New Zealand or the

telecommunications industry.

Earnings before finance income and expense, income tax, depreciation, amortisation, and net investment

(loss)/income (EBITDAI)

Spark calculates EBITDAI from continuing operations by taking net earnings from continuing operations, adding back finance expense,

depreciation and amortisation, and income tax expense, subtracting finance income, and adjusting for net investment (loss)/income (which

includes Spark’s share of net profits or losses from associates and joint ventures, interest income on loans receivable from associates and

joint ventures, fair value gain on receivables measured at FVTPL, and dividend income). A reconciliation of Spark’s EBITDAI from continuing

operations is provided below and based on amounts taken from, and consistent with, those presented in these financial statements.

20262025

YEAR ENDED 30 JUNENOTES$M$M

Net earnings from continuing operations reported under NZ IFRS 486 252

Less: finance income2.4 (23) (31)

Add back: finance expense2.4 141 149

Add back: depreciation and amortisation2.4 602 590

Add/(Less): net investment loss/income2.4 1 (2)

Add back: income tax expense6.1 88 95

EBITDAI from continuing operations 1,295 1,053

88Financial performance information

2
2.5 Non–GAAP measures (continued)

Adjusted EBITDAI and adjusted net earnings

Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes significant items of unusual or

infrequent nature (such as gains, expenses, and impairments) individually greater than $25 million. In the year ended 30 June 2026, the net

gain on sale of the data centre business of $278 million and any associated tax impact were deemed significant to adjust. In the year ended

30 June 2025, the net gain on sale of the remaining Connexa investment of $71 million, the transformation costs associated with Spark’s

SPK-26 Operate Programme of $53 million, and any associated tax impacts were deemed significant to adjust.

20262025

YEAR ENDED 30 JUNENOTES$M$M

EBITDAI from continuing operations 1,295 1,053

EBITDAI from discontinued operation1.4 18 25

Less: net gain on sale of Connexa investment2.2– (71)

Less: net gain on sale of data centre business1.4 (278) –

Add: transformation costs2.3 – 53

Adjusted total EBITDAI 1,035 1,060

Net earnings from continuing operations reported under NZ IFRS 486 252

Net earnings from discontinued operation reported under NZ IFRS1.4 13 8

Less: net gain on sale of Connexa investment2.2 – (71)

Less: net gain on sale of data centre business1.4 (278) –

Add: tax effect on sale of data centre business6.1 4 –

Add: transformation costs2.3 – 53

Add: tax effect of transformation costs6.1 – (15)

Adjusted total net earnings 225 227

Capital expenditure

Capital expenditure is the additions to property, plant, and equipment, and intangible assets (excluding spectrum, goodwill, acquisitions,

assets fully funded by customers or vendors, and other non-cash additions that may be required by NZ IFRS, such as decommissioning

costs), assets classified as held for sale, and additions to capacity right-of-use assets where such additions are paid up front.

20262025

YEAR ENDED 30 JUNENOTES$M$M

Additions to property, plant, and equipment3.6 232 316

Additions to intangible assets3.7 178 157

Additions to assets classified as held for sale

1

66 –

Additions to capacity right-of-use assets3.4 14 3

Total additions 490 476

Less: assets fully funded by customers or vendors3.6, 3.7 (16) (47)

Less: spectrum additions3.7 (7)–

Capital expenditure 467 429

BAU capital expenditure 401 401

Strategic capital expenditure (for data centres prior to their sale)

1

66 28

1. This expenditure was recovered as part of the proceeds received from the sale of the data centre business.

Spark New Zealand Annual Report FY2689

NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL PERFORMANCE INFORMATION
2.5 Non–GAAP measures (continued)

Net debt

Net debt at hedged rates, the primary net debt measure Spark monitors, includes debt at the value of hedged cash flows due to arise on

maturity, less any cash and cash equivalents. Net debt at carrying value includes the non-cash impact of fair value hedge adjustments and

any unamortised discount.

Net debt at hedged rates is a non-GAAP measure and is not defined in accordance with NZ IFRS but is a measure used by management. A

reconciliation of net debt at hedged rates and net debt at carrying value is provided in note 4.4.

Net tangible assets

Net tangible assets per share is a non-GAAP financial measure that is not defined in NZ IFRS. Total assets include assets classified as held for

sale and right-of-use assets. Total liabilities include liabilities classified as held for sale and lease liabilities.

The calculation of Spark’s net tangible assets per share and its reconciliation to the statement of financial position is presented below:

20262025

YEAR ENDED 30 JUNENOTE$M$M

Total assets 4,298 4,525

Less: intangible assets (787) (804)

Less: total liabilities (2,651) (3,005)

Net tangible assets 860 716

Number of shares outstanding (in millions)4.5 1,890 1,889

Net tangible assets per share$0.46$0.38

90Financial performance information

3
Section 3 Assets

3.1 Receivables and prepayments

20262025

AS AT 30 JUNENOTES$M$M

Short-term receivables and prepayments

Trade receivables 422 422

Short-term prepayments 165 108

Short-term unbilled revenue

1

144 294

Short-term contract costs 55 52

Short-term finance lease receivables 14 13

Short-term receivables measured at FVTPL1.4 29 –

Other short-term receivables

1,2

28 50

857 939

Long-term receivables and prepayments

Long-term unbilled revenue

1

49 99

Long-term prepayments 29 105

Long-term contract costs 81 84

Long-term finance lease receivables 106 96

Long-term loans receivable 2 3

Long-term receivables measured at FVTPL1.4 34 –

Other long-term receivables

1

10 –

311 387

1. FY26 balances have been impacted by the sale of IFP receivables. See note 1.5 for more details.

2. FY25 balance includes $47 million for the sale of shares in Hutchison, received on 17 July 2025, see note 1.3 for further details.

Amounts are stated at their net carrying value, including expected credit loss allowance provisions for those measured at amortised cost.

The fair value of finance lease receivables is estimated to be $134 million (30 June 2025: $116 million) and the carrying amount of all other

receivables measured at amortised cost are approximately equivalent to their fair value.

Assets

Spark New Zealand Annual Report FY2691

NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3 .1 Receivables and prepayments (continued)

Contract costs

Contract costs include costs to obtain a contract and costs to fulfil a contract. These costs are expected to be recovered and are therefore

initially deferred to the statement of financial position and then recognised within operating expenses on a systematic basis that is

consistent with the transfer to the customer of the goods or services to which the asset relates. The following summarises changes in those

balances:

20262025

COSTS TO

OBTAIN A

CONTRACT

COSTS TO

FULFIL A

CONTRACTTOTAL

COSTS TO

OBTAIN A

CONTRACT

COSTS TO

FULFIL A

CONTRACTTOTAL

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Opening balance as at 1 July 29 107 136 26 112 138

Additions 14 41 55 9 51 60

Transferred to assets held for sale – (1) (1) – – –

Amortisation recognised in operating expenses (8) (46) (54) (6) (56) (62)

Closing balance as at 30 June 35 101 136 29 107 136

Short-term contract costs 9 46 55 6 46 52

Long-term contract costs 26 55 81 23 61 84

Key estimates and assumptions

Determining the costs incurred to obtain or fulfil a contract that meet the deferral criteria within NZ IFRS 15 requires significant

judgement. Further, where such costs can be deferred, determining the appropriate amortisation period to recognise the costs

within operating expenses requires management judgement, including assessing the expected average customer tenure for

consumer customers and the expected contract term for enterprise customers. The amortisation period of the contract costs

ranges from 2 years to 11 years.

Expected credit loss allowance provision

Movements in the loss allowance provision are as follows:

20262025

YEAR ENDED 30 JUNENOTE$M$M

Opening balance as at 1 July2220

Charged to expenses 20 22

Released from IFP sale 1.5 (7)–

Bad debts recovered (3) (3)

Utilised(18)(17)

Closing balance as at 30 June 14 22

Assets

92Assets

3
3 .1 Receivables and prepayments (continued)

Spark has applied the simplified approach to providing for expected credit losses, which requires the recognition of a lifetime expected loss

provision for trade receivables, unbilled revenue, contract costs, and finance lease receivables. The calculation of the allowance provision

incorporates Spark’s previous collection history and forward-looking information, such as forecasted economic conditions.

The expected credit loss allowance provision has been determined as follows:

CURRENT≤ 1 MONTH> 1 MONTHTOTAL

AS AT 30 JUNE 2026$M$M$M$M

Expected loss rate1.0%0.7%6.3%1.5%

Gross carrying amount 693 136 96 925

Expected credit loss allowance provision 7 1 6 14

Short-term loss allowance provision 5 1 6 12

Long-term loss allowance provision 2 –– 2

AS AT 30 JUNE 2025

Expected loss rate1.6%0.5%15.6%1.9%

Gross carrying amount 892 198 45 1,135

Expected credit loss allowance provision 14 1 7 22

Short-term loss allowance provision 10 1 7 18

Long-term loss allowance provision 4 –– 4

The composition of the credit loss allowance provision between receivable types is as follows:

20262025

AS AT 30 JUNE$M$M

Trade receivables 8 10

Unbilled revenue 3 9

Contract costs 2 2

Finance lease receivables 1 1

Expected credit loss allowance provision 14 22

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of

recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could

generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject

to enforcement activities to comply with the Group’s procedures for recovery of amounts due.

Key estimates and assumptions

The expected credit loss allowance provision is determined based on assumptions about the risk of default and expected loss

rates of customers and other counterparties. Spark uses judgement in making these assumptions and selecting the inputs to the

impairment calculation based on Spark’s past collection history, existing market conditions, as well as forward-looking estimates at

the end of the reporting period. Forward-looking estimates include assessment of forecasted changes to interest rates,

unemployment rates, and Gross Domestic Product in New Zealand.

Spark considers a financial asset to be in default when:

• the debtor is unlikely to pay its credit obligations to Spark in full, without recourse by Spark to actions such as realising security

(if any is held); or

• the financial asset is more than 90 days past due.

Spark New Zealand Annual Report FY2693

NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3 .1 Receivables and prepayments (continued)

Finance lease receivables

Spark has a number of leases for space in exchange buildings, including as a lessor for space in Spark exchanges and a lessee for space in

Chorus exchanges. These leases include a legal right of offset, as Spark and Chorus settle the payments on a net basis, and are therefore

shown as a net finance lease receivable or net lease liability on the statement of financial position.

In FY26, Spark assigned its leases for two data centres to TenPeaks. In FY25, Spark assigned its leases for its former corporate office in

Victoria Street, Auckland to a third party. In FY23, Spark assigned its ground leases for the mobile site assets sold to Connexa. As a result,

Spark recorded finance lease receivables equal to the lease liabilities for these leases. Spark is unwinding these balances over the remaining

term to the next right of renewal, at which point they will be terminated or novated.

In addition, Spark subleases a number of office building floors. Where subleases are for the whole of the remaining non-cancellable term of

the head lease, these are classified as a finance lease.

The profile of lease net receipts is set out below:

20262025

UNDISCOUNTEDDISCOUNTEDUNDISCOUNTEDDISCOUNTED

AS AT 30 JUNE$M$M$M$M

Less than one year 23 14 20 13

Between one and five years 51 21 51 26

More than five years 146 85 129 70

Net finance lease receivables 220 120 200 109

Less: unearned finance income (100)– (91)–

Present value of finance lease receivables 120 120 109 109

Short-term finance lease receivables 14 13

Long-term finance lease receivables 106 96

The lease with Chorus, where Spark is the lessor, has multiple rights of renewals and the full lease term has been used in the majority of the

calculation of the financial lease receivable at lease inception, as it was likely that because of the specialised nature of the buildings, the

lease would be renewed to the maximum term.

3.2 Inventories

20262025

AS AT 30 JUNE$M$M

Goods held for resale 94 83

Total inventories 94 83

94Assets

3
3.3 Long-term investments

20262025

AS AT 30 JUNEMEASUREMENT BASIS$M$M

Investment in associates and joint venturesEquity method 153 73

Other long-term investmentsCost 3 3

156 76

Following the completion of the sale of the data centre business on 30 January 2026, Spark’s 25% interest in TenPeaks is equity accounted

for as an investment in associate. Spark has significant influence over TenPeaks but does not control the entity. Significant influence arises

from Spark’s equity interest and governance arrangements, including representation on the board and participation in relevant

decision-making processes.

The investment in TenPeaks was initially recognised at $104 million (includes $20 million contingent share consideration) which is the fair

value of Spark’s retained interest at the sale completion date. Subsequently, the carrying amount was adjusted to recognise Spark’s share

of profit or loss, other comprehensive income, and any dividends received. As of 30 June 2026, the carrying amount of the investment in

TenPeaks is $103 million.

In FY26, Spark received a dividend of $21 million from Southern Cross Cables Holdings Limited (FY25: $17 million return of capital

was received from Southern Cross Cables Holdings Limited).

On 25 June 2025, Spark sold its 10% shareholding in Hutchison for AU$0.032 per share, with $48 million cash proceeds received on

17 July 2025.

Investment in associates and joint ventures

Spark’s investment in associates and joint ventures at 30 June 2026 consists of the following:

NAMETYPECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Flok LimitedAssociate New Zealand38%Hardware and software development

Hourua LimitedJoint VentureNew Zealand50%Delivering the Public Safety Network

Pacific Carriage Holdings Limited, Inc.AssociateUnited States41%A holding company

Rural Connectivity Group LimitedJoint VentureNew Zealand33%Rural broadband

Southern Cross Cables Holdings LimitedAssociateBermuda41%A holding company

TNAS LimitedJoint VentureNew Zealand50%Telecommunications development

TenPeaks HoldCo LimitedAssociateNew Zealand25%Data centre infrastructure

All investments in associates and joint ventures are measured using the equity method. Changes in the aggregate carrying amount of

Spark’s investment in associates and joint ventures were as follows:

20262025

ASSOCIATESJOINT VENTURESTOTALASSOCIATESJOINT VENTURESTOTAL

YEAR ENDED 30 JUNENOTES$M$M$M$M$M$M

Opening balance as at 1 July 56 17 73 143 18 161

Additional investments during the year 104 – 104 – – –

Disposals – – – (65) – (65)

Dividends/return of capital1.3 (21) – (21) (17) – (17)

Share of net losses2.4 – (2) (2) (5) (1) (6)

Other (1) – (1) – – –

Closing balance as at 30 June 138 15 153 56 17 73

Spark has suspended equity accounting for Pacific Carriage Holdings Limited Inc and Southern Cross Cables Holdings Limited (together

‘Southern Cross’) as their carrying values were reduced to nil. Spark has no obligation to fund Southern Cross deficits or repay dividends.

For the year ended 30 June 2026, Spark’s share of Southern Cross profits was not recognised because of the existence of historic

cumulative Southern Cross deficits. In the current year, Southern Cross profit was $44 million (30 June 2025: profit of $53 million).

Spark New Zealand Annual Report FY2695

NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3.4 Right–of–use assets

Spark is a lessee for a large number of leases, including:

• Property – Spark leases a number of office buildings and retail stores. Some of these leases have rights of renewal that are reasonably

certain to be exercised and therefore may have long expected lease terms

• Capacity arrangements – Spark enters into a number of indefeasible right-of-use capacity arrangements for cable capacity

• Mobile sites – Spark has entered into a number of agreements to allow the operation of mobile network infrastructure throughout

New Zealand

• Motor vehicles – Spark leases motor vehicles for use in sales, field operations, and maintenance of infrastructure equipment

• IT storage and compute – Spark leases IT capacity infrastructure including racks to process, store, and manage data for use in providing

services to customers

• Other – Spark leases equipment that is held at Spark premises and used to provide services to customers or for Spark’s own use.

Movements in right-of-use assets are summarised below:

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLES

IT STORAGE

AND COMPUTEOTHERTOTAL

YEAR ENDED 30 JUNE 2026NOTE$M$M$M$M$M$M$M

Opening net book value182 176 110 2 80 5 555

Additions and acquisitions9 14 38 – 26 5 92

Disposals(5)– (1)– – – (6)

Assets transferred back from

held for sale3 – – – – – 3

Remeasurements3 – – 1 – – 4

Depreciation charge2.4(34)(25)(14)(2)(34)(2)(111)

Closing net book value158 165 133 1 72 8 537

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLES

IT STORAGE

AND COMPUTEOTHERTOTAL

YEAR ENDED 30 JUNE 2025NOTES$M$M$M$M$M$M$M

Opening net book value132 197 78 5 72 3 487

Additions and acquisitions105 3 38 – 36 3 185

Disposals(22)– (1)(1)– – (24)

Assets classified as held for sale(3)– – – – – (3)

Remeasurements6 1 5 – 1 1 14

Depreciation charge

1

1.4, 2.4(36)(25)(10)(2)(29)(2)(104)

Closing net book value182 176 110 2 80 5 555

1. Depreciation includes charges for continuing and discontinued operations in FY25.

All capacity additions for the years ended 30 June 2026 and 30 June 2025 were fully paid on control being obtained and therefore deemed

capital expenditure, which is a non-GAAP measure, as defined and reconciled in note 2.5.

Income from subleasing right-of-use assets for the year ended 30 June 2026 was $2 million (30 June 2025: $1 million).

96Assets

3
3.4 Right–of–use assets (continued)

Key estimates and assumptions

At inception of a contract Spark assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract

conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a

contract conveys the right to control the use of an identified asset, Spark assesses whether:

• The contract involves the use of an identified asset

• Spark has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use

• Spark has the right to direct the use of the asset

At inception or on reassessment of a contract that contains a lease component, Spark allocates the consideration in the contract to

each lease component on the basis of their relative stand-alone prices. Spark recognises a right-of-use asset at the lease

commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability

adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate

of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any

lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of

the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are

determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically assessed for

impairment losses and adjusted for certain remeasurements of the lease liability.

3.5 Leased customer equipment assets

Spark acts as the intermediate party (as a lessee and a lessor) in a number of lease arrangements for customer premises equipment. Such

arrangements may also include an initial sale and leaseback transaction. A sale and leaseback transaction contains a genuine sale if control

of an asset is transferred under NZ IFRS 15. For Spark’s back-to-back lease arrangements we have assessed that a sale does not occur, as

control over the equipment remains with Spark instead of passing to the buyer-lessor. Spark also acts as a lessor, where there is no

intermediate party, for customer premises equipment.

Spark as the seller-lessee or lessor (when the lease is an operating lease) continues to recognise the leased customer equipment asset,

which is initially measured at cost. The assets are subsequently depreciated using the straight-line method based on their estimated useful

lives. Movements in leased customer equipment assets are summarised below:

20262025

YEAR ENDED 30 JUNENOTE$M$M

Opening net book value59 70

Additions37 17

Disposals (3)(1)

Depreciation charge2.4(27)(27)

Closing net book value66 59

AS AT 30 JUNE

Cost220 210

Accumulated depreciation and impairment losses(154)(151)

Closing net book value66 59

Leased customer equipment assets are leased to customers under operating leases. Revenue received from these arrangements and other

operating leases for the year ended 30 June 2026, including from discontinued operation, was $55 million (30 June 2025: $62 million).

Spark New Zealand Annual Report FY2697

NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3.6 Property, plant, and equipment

TELECOMMUNI–

CATIONS

EQUIPMENT

AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2026NOTES$M$M$M$M$M$M

Opening net book value710 50 176 139 109 1,184

Additions and acquisitions

1

2.5– – – – 232 232

Transfers183 – 4 34 (221)–

Depreciation charge2.4(210)– (20)(40)– (270)

Closing net book value683 50 160 133 120 1,146

AS AT 30 JUNE 2026

Cost3,573 50 505 465 120 4,713

Accumulated depreciation and impairment losses(2,890)– (345)(332)– (3,567)

Closing net book value683 50 160 133 120 1,146

TELECOMMUNI–

CATIONS

EQUIPMENT

AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2025NOTES$M$M$M$M$M$M

Opening net book value 792 59 260 85 198 1,394

Additions and acquisitions

1

2.5 – – – – 316 316

Assets classified as held for sale1.4 (98) (9) (88) (1) (40) (236)

Transfers 238 – 30 95 (363) –

Disposals – – – (1) (2) (3)

Depreciation charge

2

1.4, 2.4 (222) – (26) (39) – (287)

Closing net book value 710 50 176 139 109 1,184

AS AT 30 JUNE 2025

Cost 3,581 50 508 572 109 4,820

Accumulated depreciation and impairment losses (2,871) – (332) (433) – (3,636)

Closing net book value 710 50 176 139 109 1,184

1. Included in additions is $16 million (30 June 2025: $44 million) of assets fully funded by customers or vendors.

2. Depreciation includes charges for continuing and discontinued operations in FY25.

98Assets

3
3.6 Property, plant, and equipment (continued)

Joint arrangement

Spark has a joint arrangement relating to the construction and operation of the Tasman Global Access fibre-optic submarine cable between

Australia and New Zealand. As at 30 June 2026, the carrying values of Spark’s share of property, plant, and equipment, and capacity right-of-

use assets in the joint operation were $11 million and $18 million, respectively (30 June 2025: $10 million and $19 million, respectively).

Key estimates and assumptions

Spark’s property, plant, and equipment is measured at cost and depreciation is charged on a straight-line basis over the assets’

estimated useful lives. Determining the appropriate useful life of property, plant, and equipment requires management

judgement, including the expected period of service potential, the likelihood technological advances will make the asset obsolete,

the likelihood of Spark ceasing to use it, and the effect of government regulation.

The estimated useful lives of Spark’s property, plant, and equipment are as follows:

Telecommunications equipment

Links and cables 9 – 50 years  

Network transport 2 – 15 years  

Mobile radio access network 5 – 25 years  

Customer premises equipment 3 – 5 years  

International cable and satellite 10 – 15 years

Buildings

Buildings 15 – 53 years  

Furniture and fittings 3 – 20 years  

Air conditioning 5 – 20 years  

Power systems 3 – 25 years  

Batteries 5 – 15 years

Other

Motor vehicles 6 years  

Computer equipment 2 – 8 years  

Internal IT system assets 3 – 15 years

The assessment of assets for impairment is based on a large number of factors, such as changes in current competitive conditions,

expectations of growth in the telecommunications industry, the discontinuance of services, the expected future cash flows an asset

is expected to generate, and other changes in circumstances that indicate an impairment exists. Key judgements include rates of

expected revenue growth or decline, expected future margins, and the selection of an appropriate discount rate for valuing future

cash flows.

Spark New Zealand Annual Report FY2699

NOTES TO THE FINANCIAL STATEMENTS: ASSETS
3.7 Intangible assets

SOFTWARE

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2026NOTES$M$M$M$M$M$M

Opening net book value 381 145 8 230 40 804

Additions and acquisitions

1

2.5 – 7 – – 171 178

Transfers 159 – – – (160) (1)

Amortisation charge 2.4 (173) (19) (2)– – (194)

Closing net book value 367 133 6 230 51 787

AS AT 30 JUNE 2026

Cost 2,103 361 74 278 51 2,867

Accumulated amortisation and impairment losses (1,736) (228) (68) (48)– (2,080)

Closing net book value 367 133 6 230 51 787

SOFTWARE

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2025NOTES$M$M$M$M$M$M

Opening net book value 352 163 15 244 77 851

Additions and acquisitions

1

2.5 – – – – 157 157

Assets classified as held for sale 1.4 – – – (10) (1) (11)

Transfers 192 – 1 – (193)–

Disposals– – (3) (4)– (7)

Amortisation charge 2.4 (163) (18) (5)– – (186)

Closing net book value 381 145 8 230 40 804

AS AT 30 JUNE 2025

Cost 1,957 355 73 278 40 2,703

Accumulated amortisation and impairment losses (1,576) (210) (65) (48)– (1,899)

Closing net book value 381 145 8 230 40 804

1. FY25 additions included $3 million of assets fully funded by customers or vendors. Total software capitalised in the year ended 30 June 2026 includes $85 million

(30 June 2025: $97 million) of internally generated assets. Other software capitalised in the year includes software licences and externally supplied labour.

Key estimates and assumptions

Intangible assets are amortised over their useful lives on a straight-line basis, except goodwill, which is tested for impairment

annually. Determining the appropriate useful life of an intangible asset requires management judgement, including assessing the

expected period of service potential, the likelihood technological advances will make it obsolete, and the likelihood of Spark

ceasing to use it.

The estimated useful lives of Spark’s intangible assets are as follows:

Spectrum licences 2 – 21 years

Software 2 – 16 years

Customer contracts and brands 5 – 10 years

Other intangible assets 2 – 100 years

100Assets

3
3.7 Intangible assets (continued)

Goodwill

Goodwill by cash-generating unit (CGU) is presented below:

20262025

AS AT 30 JUNE$M$M

Mobile 47 47

Broadband 3 3

Other connectivity 75 75

Cloud 52 52

IT services management 43 43

Other products 10 10

230 230

The comparative goodwill balances have been reclassified to align with the revised segment presentation disclosed in note 2.1.

During the years ended 30 June 2026 and 30 June 2025, no impairment arose as a result of the assessment of the carrying value of

goodwill. Headroom currently exists in each CGU and, based on the sensitivity analysis performed, no reasonably possible changes in the

assumptions would cause the carrying amount of the CGUs to exceed their recoverable amounts.

Key estimates and assumptions

Goodwill is assessed annually for impairment using a value-in-use model, which estimates the future cash flows, based on the FY26

Board-approved business plan, applied to the next three years, with key assumptions being forecast earnings and capital

expenditure for each CGU. The forecast financial information is based on both past experience and future expectations of CGU

performance. The key inputs and assumptions used in performing an impairment assessment that require judgement include

revenue forecasts, operating cost projections, customer numbers and customer churn, discount rates, growth rates, and future

technology paths.

Nil terminal growth was applied to all CGUs and a pre-tax discount rate of 11.4% was utilised for the year ended 30 June 2026 (30

June 2025: 11.0%). Management considers that the risk aspects, prospects, and exposure are sufficiently similar to apply these

rates across all CGU’s.

Spark New Zealand Annual Report FY26101

NOTES TO THE FINANCIAL STATEMENTS: LIABILITIES AND EQUITY
Section 4 Liabilities and equity

4.1 Payables, accruals, and provisions

20262025

AS AT 30 JUNE$M$M

Short-term payables, accruals, and provisions

Trade accounts payable and accruals 383 321

Revenue billed in advance 130 111

Accrued personnel costs 34 29

Accrued interest 3 4

GST payable 42 36

Short-term sale and leaseback liabilities 16 18

Short-term provisions 9 8

Other short-term payables and accruals

1

36 9

653 536

Long-term payables, accruals, and provisions

Long-term sale and leaseback liabilities 35 31

Long-term revenue billed in advance 11 13

Long-term provisions 3 3

Other long-term payables and accruals

1

16 2

65 49

1. These balances have been impacted by the sale of IFP receivables. See note 1.5 for more details.

Trade accounts payable and sale and leaseback liabilities are financial instruments held at amortised cost.

Provisions

The following table summarises movements in provisions in the year:

SPARK SPORT

PROVISION

MAKE-GOOD

PROVISIONS TOTAL

YEAR ENDED 30 JUNE 2026$M$M$M

Opening balance as at 1 July 7 4 11

Additional provisions made in the year 1 8 9

Amounts utilised during the year (7) (2) (9)

Unwinding of discount 1 1 2

Reversal of unused provisions– (1) (1)

Closing balance at 30 June 2 10 12

Short-term provisions 2 7 9

Long-term provisions– 3 3

Liabilities and equity

102Liabilities and equity

4
4.2 Lease liabilities

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLES

IT STORAGE

AND COMPUTEOTHERTOTAL

YEAR ENDED 30 JUNE 2026NOTE$M$M$M$M$M$M$M

Opening lease liability balance 267 2 499 2 91 6 867

Leases entered into during the year 9 1 39 – 32 5 86

Disposals (1)– (3)– – – (4)

Liabilities transferred back from held for sale 3 – – – – – 3

Interest expense2.4 13 – 33 – 5 – 51

Principal repayments (60) (1) (64) (2) (41) (2) (170)

Remeasurements 1 – (3) 1 – – (1)

Balance at the end of the year 232 2 501 1 87 9 832

Short-term lease liabilities 38 1 31 1 33 3 107

Long-term lease liabilities 194 1 470 – 54 6 725

Lease liabilities – non-cancellable

commitments

1

225 2 882 1 87 9 1,206

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLES

IT STORAGE

AND COMPUTEOTHERTOTAL

YEAR ENDED 30 JUNE 2025NOTES$M$M$M$M$M$M$M

Opening lease liability balance 162 2 488 5 79 5 741

Leases entered into during the year148 – 38 – 37 3 226

Disposals(4)– (8)– – – (12)

Liabilities classified as held for sale1.4(4)– – – – – (4)

Interest expense2.412 – 33 – 6 – 51

Principal repayments(53)(1)(60)(3)(32)(2)(151)

Remeasurements6 1 8 – 1 – 16

Balance at the end of the year267 2 499 2 91 6 867

Short-term lease liabilities40 – 34 1 30 2 107

Long-term lease liabilities227 2 465 1 61 4 760

Lease liabilities - non-cancellable

commitments

1

251 2 687 2 91 6 1,039

1. Relates to the discounted lease liability for future minimum rental commitments for non-cancellable periods of leases, excluding rights of renewal, which are at Spark’s

option, including leases committed to that have not yet commenced.

Spark New Zealand Annual Report FY26103

NOTES TO THE FINANCIAL STATEMENTS: LIABILITIES AND EQUITY
4.2 Lease liabilities (continued)

Key estimates and assumptions

Spark recognises a lease liability at the lease commencement date. The lease liability is initially measured at the present value of

the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that

rate cannot be readily determined, Spark’s incremental borrowing rate. Generally Spark uses its incremental borrowing rate as the

discount rate, with adjustments for the type and term of the lease.

Lease payments included in the measurement of the lease liability which comprise:

• Fixed payments, including in-substance fixed payments

• Variable lease payments that depend on an index or rate, initially measured using the index or rate as at the commencement date

• Amounts expected to be payable under a residual value guarantee

• The exercise price under a purchase option that Spark is reasonably certain to exercise

• Lease payments in an optional renewal period if Spark is reasonably certain to exercise an extension option

The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there

is a change in Spark’s estimate of the amount expected to be payable under a residual value guarantee or if Spark changes its

assessment of whether it will exercise a purchase or extension option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use

asset or it is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Spark has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months

or less and leases of low-value assets. Spark recognises the lease payments associated with these leases within operating expenses

on a straight-line basis over their lease terms.

104Liabilities and equity

4
4.3 Debt

Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is classified and measured

at amortised cost plus, for hedged liabilities that are in a fair value hedging relationship, adjustments for fair value changes attributable to

the risk being hedged. Any difference between cost and redemption value (including fair value changes) is recognised in the statement of

profit or loss and other comprehensive income over the period of the borrowings, using the effective interest rate method.

20262025

AS AT 30 JUNENOTESFACILITYCOUPON RATEMATURITY

$M$M

Current debt

Commercial paperVariable< 3 months 20 150

20 150

Supplier financing arrangements

1

Variable< 30/09/2042 20 32

20 32

Bank funding

MUFG Bank Ltd

2

125 million NZDVariable29/05/2026 – 125

– 125

Domestic notes

125 million NZD5.13.94%07/09/2026 125 –

125 –

Foreign currency Medium Term Notes

Australian Medium Term Notes – 100 million AUD5.11.90%05/06/2026 – 105

– 105

Total current debt4.4 165 412

Non-current debt

Supplier financing arrangements

1

Variable< 30/09/2042 14 28

14 28

Bank funding

Commonwealth Bank of Australia

2

100 million NZDVariable30/11/2027 – 70

– 70

Domestic notes

125 million NZD5.13.94%07/09/2026 – 124

100 million NZD

3

4.37%29/09/2028 100 100

125 million NZD5.15.21%18/09/2029 128 129

175 million NZD5.15.45%18/09/2031 181 182

409 535

Foreign currency Medium Term Notes

Australian Medium Term Notes – 150 million AUD5.14.00%20/10/2027 179 160

Australian Medium Term Notes – 125 million AUD5.12.60%18/03/2030 136 123

Norwegian Medium Term Notes – 1 billion NOK

4

5.13.07%19/03/2029 166 154

481 437

Total non-current debt4.4 904 1,070

Total debt 1,069 1,482

1. With respect to arrangements with outstanding liabilities during the year, including those entered into in prior years, financing providers have paid suppliers a total of

$113 million, Spark has accrued interest of $7 million and made payments against these arrangements of $86 million, resulting in a closing liability of $34 million as at

30 June 2026 (30 June 2025: financers have paid suppliers $109 million, Spark has accrued interest of $5 million and made payments against these arrangements of

$54 million, resulting in a closing liability of $60 million). Amounts paid under these arrangements are presented in the statement of cash flows within financing activities.

These supplier financing arrangements have extended payment terms ranging from two to nineteen years from initial supplier financing arrangement commencement

dates, generally with monthly or yearly repayments. Comparable trade payables have payment terms ranging from 30 days to 60 days. There are no security or

guarantees provided relating to these arrangements. There were no significant non-cash changes in the carrying amounts of these supplier financing arrangements.

2. These facilities were sustainability linked loans which have been cancelled in FY26 and replaced by a new suite of committed bank facilities which are not sustainability

linked.

3. This bond is a sustainability linked bond. The bond includes an increase to interest rate if the sustainability target is not achieved. The target was achieved as at

30 June 2026.

4. Norwegian krone.

Spark New Zealand Annual Report FY26105

NOTES TO THE FINANCIAL STATEMENTS: LIABILITIES AND EQUITY
4.3 Debt (continued)

Changes in Spark’s short-term and long-term financing are disclosed in note 1.3 of these financial statements.

None of Spark’s debt is secured and all debt ranks equally with other liabilities. There are no financial covenants over Spark’s debt, however,

there are certain triggers in the event of default, as defined in the various debt agreements. There have been no events of default over

Spark’s debt in the years ended 30 June 2026 and 30 June 2025.

The fair value of total debt based on market observable prices was $1,086 million compared to a carrying value of $1,069 million as at

30 June 2026 (30 June 2025: fair value of $1,489 million compared to a carrying value of $1,482 million).

4.4 Capital risk management

Spark manages its capital considering shareholders’ interests, the value of Spark’s assets, and the Company’s credit rating. The Board

is focused on the Company retaining a strong balance sheet, targeting metrics consistent with its current S&P Global credit ratings.

At 30 June 2026, Spark’s net debt to EBITDAI (including lease liabilities and other estimated credit rating agency adjustments) ratio was

~1.7x (2025: 2.2x).

As at 30 June 2026, the Company’s S&P Global credit ratings for long-term and short-term debt was, respectively, A- and A-2 with outlook

negative (30 June 2025: A- and A-2 with outlook negative).

Net debt

A reconciliation of net debt at hedged rates (a non-GAAP measure) and net debt at carrying value is provided below:

20262025

AS AT 30 JUNE$M$M

Cash and cash equivalents (157) (34)

Current debt at face value 166 417

Non-current debt at face value 934 1,085

Net debt at face value 943 1,468

To retranslate debt balances at swap rates where hedged by currency swaps (45) 7

Net debt at hedged rates

1

898 1,475

Non-cash adjustments

Impact of fair value hedge adjustments

2

47

Unamortised discount (9) (4)

Net debt at carrying value 893 1,478

1. Net debt at hedged rates is the value of hedged cash flows due to arise on maturity.

2. Fair value hedge adjustments arise on domestic notes in fair value hedges and foreign currency medium term notes in dual fair value and cash flow hedges. These have

no impact on the cash flows to arise on maturity.

106Liabilities and equity

4
4.4 Capital risk management (continued)

A reconciliation of movements in net debt is provided below:

CASH FLOWSNON–CASH MOVEMENTS

YEAR ENDED 30 JUNE 2026NOTES

AS AT 1 JULY

2025

$M

PROCEEDS

$M

PAYMENTS

$M

INTEREST

AMORTISATION

$M

FAIR VALUE

CHANGES

$M

FOREIGN

EXCHANGE

MOVEMENT

$M

OTHER

$M

AS AT 30 JUNE

2026

$M

Cash and cash equivalents(34)(11,325)11,202––––(157)

Current debt 4.34121,964(2,373)–314145165

Non-current debt 4.31,0704,715(4,785)–(10)53(139)904

Derivatives30122(107)–3(67)–(19)

Net debt at carrying value 1,478 (4,524) 3,937 – (4) – 6 893

CASH FLOWSNON–CASH MOVEMENTS

YEAR ENDED 30 JUNE 2025NOTES

AS AT 1 JULY

2024

$M

PROCEEDS

$M

PAYMENTS

$M

INTEREST

AMORTISATION

$M

FAIR VALUE

CHANGES

$M

FOREIGN

EXCHANGE

MOVEMENT

$M

OTHER

$M

AS AT 30 JUNE

2025

$M

Cash and cash equivalents(59)(16,466)16,491––––(34)

Current debt 4.34142,219(2,358)(1)––138412

Non-current debt 4.31,20510,163(10,221)–433(123)1,070

Derivatives78–––(45)(3)–30

Net debt at carrying value 1,638 (4,084) 3,912 (1) (2) – 15 1,478

4.5 Equity and dividends

Share capital

Movements in the Company’s issued ordinary shares were as follows:

20262025

YEAR ENDED 30 JUNENUMBERNUMBER

Shares at the beginning of the year 1,889,322,507 1,814,155,480

Dividend reinvestment plan– 74,185,274

Issuance of shares under share schemes and other transfers 807,601 981,753

Shares at the end of the year 1,890,130,108 1,889,322,507

All issued shares are fully paid and have no par value. Shareholders of ordinary shares have the right to vote at any general meeting of the Company.

Dividends

1

20262025

YEAR ENDED 30 JUNE

CENTS PER

SHARE$M

CENTS PER

SHARE$M

Previous year second half-year dividend 12.5 236 14.0 254

First half-year dividend 8.0 151 12.5 230

Total dividends in the year 20.5 387 26.5 484

Second half-year dividend declared subsequent to balance date not provided for8 151 12.5 236

1. Dividends paid disclosed above exclude supplementary dividends. For the year ended 30 June 2026, supplementary dividends paid were $20 million (30 June 2025:

$37 million).

Events after balance date

On 19 August 2026 the Board approved the payment of a second-half ordinary dividend of 8.0 cents per share or approximately

$151 million. This ordinary dividend will be 50% imputed. In addition, supplementary dividends totalling approximately $6 million will

be payable to shareholders who are not resident in New Zealand. In accordance with the Income Tax Act 2007, Spark will receive a tax

credit from Inland Revenue equivalent to the amount of supplementary dividends paid.

Spark New Zealand Annual Report FY26107

NOTES TO THE FINANCIAL STATEMENTS: LIABILITIES AND EQUITY
4.5 Equity and dividends (continued)

H1 FY26 H2 FY26

ORDINARY DIVIDENDS ORDINARY DIVIDENDS

Dividends declared

Ordinary shares 8.0 cents 8.0 cents

American Depositary Shares

1

24.16 US cents 23.41 US cents

Imputation

Percentage imputed50%50%

Imputation credits per share 1.5556 cents 1.5556 cents

Supplementary dividend per share

2

0.7059 cents 0.7059 cents

‘Ex’ dividend dates

New Zealand Stock Exchange19/03/202610/09/2026

Australian Securities Exchange19/03/202610/09/2026

American Depositary Shares 20/03/202611/09/2026

Record dates

New Zealand Stock Exchange20/03/202611/09/2026

Australian Securities Exchange20/03/202611/09/2026

American Depositary Shares 20/03/202611/09/2026

Payment dates

New Zealand and Australia 10/04/20262/10/2026

American Depositary Shares 20/04/202612/10/2026

1. Spark’s American Depositary Shares, each representing five ordinary Spark shares and evidenced by American Depositary Receipts (ADRs), are traded over-the-counter in

the United States. This is a Level 1 ADR programme that is sponsored by Bank of New York Mellon. For H2 FY26, these are based on the exchange rate at 12 August 2026

of NZ$1 to US$0.5852 and a ratio of five ordinary shares per one American Depositary Share. The actual exchange rate used for conversion is determined in the week

prior to payment when the Bank of New York Mellon performs the physical currency conversion.

2. Supplementary dividends are paid to non-resident shareholders.

Dividend reinvestment plan

The company has a dividend reinvestment plan under which shareholders can elect to receive dividends in additional shares. The dividend

reinvestment plan has been reinstated for the H2 FY26 dividend after being suspended in 2025. Shares issued under the dividend

reinvestment plan will be issued at the prevailing market price determined in accordance with the terms of the plan, with no discount

applied. The last date for shareholders to elect to participate in the dividend reinvestment plan for the H2 FY26 dividend is 14 September

2026. Spark’s Dividend Reinvestment Plan Offer Document and Participation Notice can be found on Spark’s Investor Centre Website:

investors.sparknz.co.nz.

108Liabilities and equity

5
Section 5 Financial instruments

5.1 Derivatives and hedge accounting

20262025

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

AS AT 30 JUNE$M$M$M$M

Designated in a cash flow hedge3 (17)– (26)

Designated in a fair value hedge9 – 11 (1)

Designated in a dual fair value and cash flow hedge15 (5)– (40)

27 (22)11 (67)

Short-term derivatives3 (1)– (7)

Long-term derivatives24 (21)11 (60)

Spark’s derivatives are held at fair value, calculated using discounted cash flow models and observable market rates of interest and foreign

exchange prices. This represents a level two measurement under the fair value measurement hierarchy, being inputs other than quoted prices

included within level one that are observable for the asset or liability. As at 30 June 2026 and 30 June 2025, no derivative financial assets or

derivative financial liabilities have been offset in the statement of financial position. The potential for offsetting of any derivative financial

instruments is $9 million (30 June 2025: $10 million), which if applied would result in a reduction of derivative assets and derivative liabilities.

Hedge accounting

Derivatives are hedge accounted when they are designated into an effective hedge relationship as a hedging instrument. The nature and

the effectiveness of the hedge accounting relationship will determine where the gains and losses on remeasurement are recognised.

Derivatives are designated as:

• Fair value hedges, where the derivative is used to manage interest rate risk in relation to debt.

• Cash flow hedges, where the derivative is used to manage the variability in cash flows of highly probable forecast transactions.

• Dual fair value and cash flow hedges, where the derivative is used to hedge the interest rate risk on foreign debt and the variability in cash

flows due to movements in foreign exchange rates.

At inception, each hedge relationship is formalised in hedge documentation. Hedge accounting is discontinued when the hedge instrument

expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. Spark determines the existence of an economic

relationship between the hedging instrument and the hedged item based on the currency, amount and timing of respective cash flows,

reference interest rates, tenors (time to maturity), repricing dates, maturities, and notional amounts. Spark assesses whether the derivative

designated in each hedging relationship is expected to be, and has been, effective in offsetting the changes in cash flows of the hedged

item using the hypothetical derivative method.

Derivatives in hedge relationships are designated based on a hedge ratio of 1:1. In these hedge relationships the main source of

ineffectiveness is the effect of the counterparty and Spark’s own credit risk on the fair value of the derivatives, which is not reflected in the

change in the fair value of the hedged item attributable to changes in foreign exchange and interest rates.

Cash flow hedges

Cross-currency interest rate swaps and interest rate swaps are jointly designated in cash flow hedges to manage interest and foreign

exchange rate risk on debt. The hedged cash flows will affect Spark’s statement of profit or loss and other comprehensive income as interest

and principal amounts are repaid over the remaining term of the debt.

Interest rate swaps are designated in cash flow hedges to manage the interest rate exposure of highly probable forecast variable rate debt

and aggregate variable interest rate exposures created by swapping local or foreign currency floating-rate (variable) debt into fixed-rate debt.

Spark also enters into forward foreign exchange contracts to hedge forecast foreign currency purchases, the majority expected to be made

within 12 months. The related cash flows are recognised in the statement of profit or loss and other comprehensive income over this period.

Financial instruments

Spark New Zealand Annual Report FY26109

NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL INSTRUMENTS
5.1 Derivatives and hedge accounting (continued)

A reconciliation of movements in the hedge reserves, net of tax, is outlined below:

20262025

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July (24) 12

Loss recognised in other comprehensive income (4) (48)

Amount reclassified to finance expense 12 9

Amount reclassified to property, plant, and equipment, intangible assets, and inventory 3 3

Total movements to other comprehensive income 11 (36)

Closing balance as at 30 June (13) (24)

Included within the closing balance at 30 June 2026 is $2 million relating to the cost of hedging reserve (30 June 2025: $3 million). The

movement in the hedge reserves includes $9 million in the change in fair value of cross-currency and domestic interest rate swaps, less

$3 million associated deferred tax, and $5 million for forward foreign exchange contracts (30 June 2025: $45 million in the change in fair

value of cross-currency and domestic interest rate swaps, less $13 million associated deferred tax, and $4 million for forward foreign

exchange contracts).

Fair value hedges

Interest rate swaps are designated in a fair value hedge to manage interest rate risk in relation to debt. The gain or loss from remeasuring

the interest rate swaps and debt at fair value is recognised in the statement of profit or loss and other comprehensive income. During the

year ended 30 June 2026, there has been no material ineffectiveness on fair value hedging relationships (30 June 2025: no material

ineffectiveness) and as a result, no material changes have been recognised in profit and loss.

Dual fair value and cash flow hedges

Spark has Australian dollar (AUD) and Norwegian krone (NOK) denominated debt. As part of Spark’s risk management policy, cross-

currency interest rate swaps (CCIRSs) are entered into to convert all of the proceeds of the debt issuances to New Zealand dollars and

convert the foreign currency fixed rate of the debt issuance to a New Zealand dollar floating rate. To mitigate profit or loss volatility, the

CCIRSs were designated into a dual fair value and cash flow hedge relationship. The foreign currency basis element of the CCIRSs are

excluded from the designation and are separately recognised in other comprehensive income in a cost of hedging reserve.

For fair value hedges, the gain or loss from remeasuring the CCIRSs and debt at fair value is recognised in the statement of profit or loss and

other comprehensive income. For cash flow hedges, gains or losses deferred in the cash flow hedge reserve will be reclassified to Spark’s

statement of profit or loss and other comprehensive income as interest and principal amounts are repaid over the remaining term of the debt.

The change in fair value of the hedging instruments relating to the foreign currency basis component of the CCIRSs are recognised in other

comprehensive income and accumulated in a cost of hedging reserve. Subsequently, the cumulative amount is transferred to profit or loss

at the same time as the hedged item impacts profit or loss.

110Financial instruments

5
5.1 Derivatives and hedge accounting (continued)

The details of the hedging instruments are as follows:

NOTIONAL

AMOUNT OF

HEDGING

INSTRUMENT

STATEMENT

OF FINANCIAL

POSITION

LINE ITEM

CARRYING AMOUNT OF

THE HEDGING INSTRUMENT

LIFE–TO–DATE

CHANGE–IN–

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE–

NESSASSETSLIABILITIES

AS AT 30 JUNE 2026$M$M$M

Cash flow hedges

Interest rate swaps NZD 1b Derivatives – (17) (17)

Forward foreign exchange contracts NZD 86m Derivatives 3 – 3

Fair value hedges

Interest rate swaps NZD 425m Derivatives 9 – 9

Fair value and cash flow hedges

Cross-currency interest rate swaps AUD 150m Derivatives 13 – 13

Cross-currency interest rate swaps AUD 125m Derivatives 2 – 2

Cross-currency interest rate swaps NOK 1b Derivatives – (5) (5)

27 (22) 5

NOTIONAL

AMOUNT OF

HEDGING

INSTRUMENT

STATEMENT

OF FINANCIAL

POSITION

LINE ITEM

CARRYING AMOUNT OF

THE HEDGING INSTRUMENT

LIFE–TO–DATE

CHANGE–IN–

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE–

NESSASSETSLIABILITIES

AS AT 30 JUNE 2025$M$M$M

Cash flow hedges

Interest rate swaps NZD 1b Derivatives – (22) (22)

Forward foreign exchange contracts NZD 110m Derivatives – (4) (4)

Fair value hedges

Interest rate swaps NZD 425m Derivatives 11 (1) 10

Fair value and cash flow hedges

Cross-currency interest rate swaps AUD 100m Derivatives – (2) (2)

Cross-currency interest rate swaps AUD 150m Derivatives – (6) (6)

Cross-currency interest rate swaps AUD 125m Derivatives – (13) (13)

Cross-currency interest rate swaps NOK 1b Derivatives – (19) (19)

11 (67) (56)

Spark New Zealand Annual Report FY26111

NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL INSTRUMENTS
5.1 Derivatives and hedge accounting (continued)

The details of hedged items are as follows:

STATEMENT OF FINANCIAL

POSITION LINE ITEM

CARRYING AMOUNT OF

THE HEDGED ITEM

ACCUMULATED AMOUNT OF FAIR

VALUE HEDGE ADJUSTMENTS ON

THE HEDGED ITEM INCLUDED IN

THE CARRYING AMOUNT OF THE

HEDGED ITEM

LIFE–TO–DATE

CHANGE–IN–

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE–

NESSASSETSLIABILITIESASSETSLIABILITIES

AS AT 30 JUNE 2026NOTES$M$M$M$M$M

Cash flow hedges

Aggregated variable interest rate exposure – – – – – 17

Committed foreign exchange transactions – – – – – (3)

Fair value hedges

Domestic Notes4.3 Current and

non-current debt – (434) – (9) (9)

Fair value and cash flow hedges

Australian Medium Term Notes (AUD 150m)4.3 Non-current debt – (179) 4 – (13)

Australian Medium Term Notes (AUD 125m)4.3 Non-current debt – (136) 16 – (2)

Norwegian Medium Term Notes (NOK 1b)4.3 Non-current debt – (166) 12 – 5

– (915) 32 (9) (5)

NOTES

STATEMENT OF FINANCIAL

POSITION LINE ITEM

CARRYING AMOUNT OF

THE HEDGED ITEM

ACCUMULATED AMOUNT OF FAIR

VALUE HEDGE ADJUSTMENTS ON

THE HEDGED ITEM INCLUDED IN

THE CARRYING AMOUNT OF THE

HEDGED ITEM

LIFE–TO–DATE

CHANGE–IN–

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE–

NESSASSETSLIABILITIESASSETSLIABILITIES

AS AT 30 JUNE 2025$M$M$M$M$M

Cash flow hedges

Aggregated variable interest rate exposure – – – – – 22

Committed foreign exchange transactions – – – – – 4

Fair value hedges

Domestic Notes4.3 Non-current debt – (435) 1 (11) (10)

Fair value and cash flow hedges

Australian Medium Term Notes (AUD 100m)4.3 Current debt – (105) 3 – 2

Australian Medium Term Notes (AUD 150m)4.3 Non-current debt – (160) 1 – 6

Australian Medium Term Notes (AUD 125m)4.3 Non-current debt – (123) 12 – 13

Norwegian Medium Term Notes (NOK 1b)4.3 Non-current debt – (154) 9 – 19

– (977) 26 (11) 56

112Financial instruments

5
5.2 Financial risk management

a) Market risk

Spark is exposed to market risk primarily from changes in foreign

currency exchange rates and interest rates. Spark employs risk

management strategies, including the use of derivative financial

instruments, to manage these exposures through a Board-approved

treasury policy, which provides the framework within which

treasury-related activities are conducted.

Spark manages the concentration of exposures using well-defined

market and credit risk limits and through timely reporting to senior

management. All contracts have been entered into with high-credit

quality financial institutions. The risk associated with these

transactions is that the fair value or cash flows of financial

instruments will change due to movements in market rates or, in the

case of default by a counterparty, through the cost of replacement

at the current market rates.

Currency risk

Nature of the risk

Currency risk is the risk that eventual New Zealand dollar net cash

flows from transactions undertaken by Spark will be adversely

affected by changes in foreign currency exchange rates.

Exposure and risk management

Spark’s total net exposure (from non-derivative financial

instruments) to foreign currency as at 30 June 2026 is $530 million

(30 June 2025: $578 million). This includes $178 million long-term

debt principal denominated in NOK (30 June 2025: $163 million)

and $335 million long-term debt principal denominated in AUD (30

June 2025: $405 million). The remaining exposure is primarily trade

payables and other receivables denominated in United States

dollars (USD).

Spark manages currency risk arising from foreign currency debt

through hedging. Spark’s long-term debt issued in NOK and AUD is

fully hedged using cross-currency interest rate swaps to convert

foreign currency cashflows into floating-rate New Zealand dollar

exposures.

Currency risk from capital and operational expenditure in foreign

currencies (and related trade payables) has been substantially

hedged by entering into forward foreign exchange contracts.

Sensitivity to foreign currency movements

As at 30 June 2026, a movement of 10% in the New Zealand dollar

would (after hedging) impact the statement of profit or loss by $1

million to $3 million (30 June 2025: less than $2 million) and the

statement of changes in equity by $8 million to $10 million (30 June

2025: $9 million to $15 million). This analysis assumes a movement

in the New Zealand dollar across all currencies and only includes

the effect of foreign exchange movements on monetary financial

instruments.

Interest rate risk

Nature of the risk

Interest rate risk is the risk that fluctuations in interest rates impact

Spark’s cash flows, financial performance or the fair value of its

holdings of financial instruments.

Exposure and risk management

Spark is exposed to interest rate risk from its financing activities,

which primarily include loans and debt issuance either at fixed or

floating rates. For floating-rate exposures Spark employs the use of

derivative financial instruments to reduce its exposure to

fluctuations in interest rates, with the objective to minimise the cost

of net borrowings and to minimise the impact of interest rate

movements on interest expense and net earnings.

Cross-currency interest rate swaps are used to convert foreign

currency debt into floating-rate New Zealand dollar exposures.

Interest rate swaps are used to convert floating-rate exposures into

fixed-rate exposures and vice versa. As a result, Spark’s interest rate

exposure is limited to New Zealand only.

Sensitivity to interest rate movements

As at 30 June 2026, a movement in interest rates of 25 basis points

would (after hedging) impact the statement of profit or loss by less

than $1 million (30 June 2025: less than $1 million) and the statement

of changes in equity by $3 million to $4 million (30 June 2025:

$4 million to $5 million).

Spark New Zealand Annual Report FY26113

NOTES TO THE FINANCIAL STATEMENTS: FINANCIAL INSTRUMENTS
5.2 Financial risk management (continued)

b) Credit risk

Nature of the risk

Credit risk arises in the normal course of Spark’s business on cash,

receivables, and derivative financial instruments if a counterparty

fails to meet its contractual obligations.

Exposure and risk management

Spark is exposed to credit risk if customers and counterparties fail

to make payments in respect of:

• Payment of trade and other receivables as they fall due; and

• Contractual cash flows of derivative assets held at fair value.

Spark’s assets subject to credit risk as at 30 June 2026 were $1,158

million (30 June 2025: $1,158 million).

Spark considers the probability of default upon initial recognition of

cash and cash equivalents, receivables, and derivative assets and

whether there has been a significant and ongoing increase in credit

risk at the end of each reporting period. To assess this Spark

compares the risk of default occurring on these assets at the

reporting date, with the risk of default at the date of initial

recognition. Available, reasonable and supportive forward-looking

information is considered, especially the following indicators:

• External credit rating (as far as available);

• Actual or expected significant adverse changes in business,

financial or economic conditions that are expected to cause a

significant change to the customer or counterparty’s ability to

meet their obligations; and

• Significant changes in the value of the collateral supporting the

obligation or in the quality of third-party guarantees or credit

enhancements.

Spark considers a financial asset to have low credit risk when the

asset is held with a high-credit quality financial institution or with a

party that has a strong financial position with no past due amounts.

Spark manages its exposure using a credit policy that includes limits

on exposures with significant counterparties that have been set and

approved by the Board and are monitored on a regular basis. Spark

places its cash and cash equivalents and derivative financial

instruments with high-credit quality financial institutions and does

not have significant concentration of risk with any single financial

institution. Spark has finance lease receivables which are deemed

low credit risk. Concentration of credit risk for trade and other

receivables is limited because of Spark’s large customer base.

Letters of credit and guarantees may be held over some receivable

amounts. The carrying amounts of financial assets represent the

maximum credit exposure.

c) Liquidity risk

Nature of the risk

Liquidity risk represents Spark’s ability to meet its contractual

obligations as they fall due.

Exposure and risk management

Spark uses cash and cash equivalents, debt, and derivative financial

instruments to manage liquidity and evaluates its liquidity

requirements on an ongoing basis. In general, Spark generates

sufficient cash flows from its operating activities to meet its financial

liabilities. As at 30 June 2026, Spark had current assets of $1,271

million and current liabilities of $926 million (30 June 2025: current

assets of $1,438 million and current liabilities of $1,066 million).

Positive operating cash flows enable working capital to be managed

to meet short-term liabilities as they fall due.

In the event of any shortfalls Spark has the following financing

programmes:

• Undrawn committed bank facilities of $500 million with New

Zealand and international banks (30 June 2025: $625 million

facilities including the standby facility with $195 million drawn)

• Undrawn committed bank overdraft facilities of $15 million with

New Zealand banks (30 June 2025: $15 million).

There are no compensating balance requirements associated with

these facilities.

Spark’s liquidity policy is to maintain unutilised committed facilities

of at least 110% of the next 12 months’ forecast peak net funding

requirements, including coverage for short-term capital market

issues and uncommitted facilities. Spark’s funding policy requires

that no more than 30% of total debt (including undrawn and

standby facilities) can mature within any rolling 12 month period,

which has been met.

114Financial instruments

5
5.2 Financial risk management (continued)

c) Liquidity risk (continued)

Maturity analysis

The following table provides an analysis of Spark’s remaining contractual cash flows relating to non-derivative financial liabilities and

derivative financial assets and liabilities. Contractual cash flows include contractual undiscounted principal and interest amounts.

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS

AS AT 30 JUNE 2026$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade accounts payable and accruals383383383 – – – –

Sale and leaseback liabilities 51 58 9 14 17 18 –

Lease liabilities 832 1,065 74 75 142 285 489

Debt1,069 1,227 175 30 222 614 186

Derivative financial assets and liabilities

Interest rate swaps (net settled) 8 8 3 1 2 1 1

Cross-currency interest rate swaps (gross

settled)

Inflows (15) (556) (5) (11) (196) (344) –

Outflows 5 528 11 11 184 322 –

Forward foreign exchange contracts

(gross settled)

Inflows (3) (90) (83) (7) – – –

Outflows – 86 80 6 – – –

2,330 2,709 647 119 371 896 676

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS

AS AT 30 JUNE 2025$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade accounts payable and accruals 321 321 321 – – – –

Sale and leaseback liabilities 49 53 17 14 12 10 –

Lease liabilities 867 1,170 77 72 134 319 568

Debt 1,482 1,667 382 148 182 768 187

Derivative financial assets and liabilities

Interest rate swaps (net settled) 12 13 3 3 4 3 –

Cross-currency interest rate swaps (gross

settled)

Inflows – (623) (6) (119) (15) (483) –

Outflows 40 663 14 120 23 506 –

Forward foreign exchange contracts (gross

settled)

Inflows – (107) (82) (15) (10) – –

Outflows 4 110 83 15 12 – –

2,775 3,267 809 238 342 1,123 755

Spark New Zealand Annual Report FY26115

NOTES TO THE FINANCIAL STATEMENTS: OTHER INFORMATION
Section 6 Other information

6.1 Income tax

Income tax expense

The income tax expense is determined as follows:

20262025

YEAR ENDED 30 JUNENOTE$M$M

Statement of profit or loss and other comprehensive income

Current income tax

Current year income tax expense (excluding adjusting items) (60) (90)

Current year income tax expense on adjusting items

1

2.5 (4) 15

Adjustments in respect of prior periods (4) (2)

Deferred income tax

Depreciation, provisions, accruals, tax losses, and other adjustments (excluding adjusting items) (23) (15)

Adjustments in respect of prior periods 3 (3)

Income tax expense from continuing operations recognised in the statement of profit or loss and other

comprehensive income

2

(88) (95)

1. FY26 relates to the tax effect of the $13 million gain on the land related to the sale of the data centre business (FY25: the tax effect of the $53 million of transformation

costs associated with Spark’s SPK-26 Operate Programme).

2. Income tax expense from discontinued operation is $5 million (FY25: $3 million), see note 1.4 for further details.

Reconciliation of income tax expense

20262025

YEAR ENDED 30 JUNE$M$M

Net earnings before income tax from continuing operations 574 347

Tax at current rate of 28% (161) (97)

Adjustments to taxation

Non-assessable gains on sale

1

78 20

Other non-assessable items 4 (4)

Tax effects of non-New Zealand profits (8) (9)

Adjustments in respect of prior periods (1) (5)

Total income tax expense from continuing operations

2

(88) (95)

1. FY26 includes the tax effect of the $278 million net gain on sale of the data centre business (FY25: includes the tax effect of the $71 million net gain on sale of investment

in Connexa).

2. Income tax expense from discontinued operation is $5 million (FY25: $3 million).

Pillar Two legislation

As a large multinational enterprise (MNE) with annual revenue in excess of €750m, Spark is within the scope of the OECD Pillar Two initiative

(Pillar Two) and the associated Global Anti-Base Erosion (GloBE) rules that enforce Pillar Two. Spark has performed an assessment of its

potential exposure to GloBE top-up taxes utilising the GloBE temporary safe harbour thresholds (Safe Harbour) and has concluded there is

no material impact on its consolidated financial position as at 30 June 2026 (FY26). This position is expected to remain through to FY28,

being the current duration of the Safe Harbour period. Spark’s FY25 GloBE reporting obligations related to Australia and the United

Kingdom are due 31 December 2026, registration for this reporting has been completed and we are in a position to file by the due date.

Other information

116Other information

6
6.1 Income tax (continued)

Deferred tax assets and liabilities

Deferred tax assets and liabilities are offset in the statement of financial position and presented as a net deferred tax asset/(liability).

The movements in the deferred tax assets and liabilities are provided below:

FIXED ASSETSLEASES

PROVISIONS &

ACCRUALSOTHERTOTAL

ASSETS/(LIABILITIES)$M$M$M$M$M

Opening balance as at 1 July 2025 (90) 102 10 (11) 11

Amounts recognised in the statement of profit or loss and other

comprehensive income

Relating to the current period (1) (11) (3) (10) (25)

Adjustments in respect of prior periods – 1 – 2 3

Amounts recognised in equity relating to the current year – – – 1 1

Closing balance as at 30 June 2026 (91) 92 7 (18) (10)

FIXED ASSETSLEASES

PROVISIONS &

ACCRUALSOTHERTOTAL

ASSETS/(LIABILITIES)$M$M$M$M$M

Opening balance as at 1 July 2024 (88) 106 11 (12) 17

Amounts recognised in statement of profit or loss and other

comprehensive income

Relating to the current period – 2 (3) (14) (15)

Adjustments in respect of prior periods (2) (6) 2 3 (3)

Amounts recognised in equity relating to the current year – – – 12 12

Closing balance as at 30 June 2025 (90) 102 10 (11) 11

Spark has not recognised the tax effect of accumulated unrestricted losses and temporary differences amounting to AU$461 million at

30 June 2026 based on the relevant corporation tax rate of Australia (30 June 2025: AU$461 million). These losses and temporary

differences may be available to be carried forward to offset against future taxable income. However, utilisation is contingent on the

production of taxable profits over a significant period of time and is subject to compliance with the relevant taxation authority requirements.

Spark has a negative 23 million imputation credit account balance as at 30 June 2026 due to the timing of dividend and tax payments

(30 June 2025: negative 53 million). The imputation credit account had a positive balance as at 31 March 2026.

Spark has a $157 million taxation recoverable at 30 June 2026 (30 June 2025: $114 million). This reflects higher provisional tax payments

(including for imputation credit account purposes) and lower than expected taxable earnings in the period to offset those payments.


Spark New Zealand Annual Report FY26117

NOTES TO THE FINANCIAL STATEMENTS: OTHER INFORMATION
6.2 Employee share schemes

Spark operates a share-based compensation plan that is equity settled as outlined below.

Share option scheme

From September 2019, members of the Leadership Team (including the CEO) and selected senior leaders have been granted options

under the Spark Long-Term Incentive (LTI) scheme. Under the scheme participants are granted options at the start of the three-

year vesting period. The number of options granted equals the gross LTI value divided by the volume weighted average price (VWAP)

of Spark New Zealand shares for the 20 days prior to the grant date. Subject to satisfaction of the performance hurdle and continued

employment, at vesting each option converts to a Spark share based on a zero exercise price. If the target is not met (or the participant

leaves Spark employment) then the options simply lapse, with exceptions for redundancy, death, and disablement. Spark enables

participants to meet tax obligations through PAYE by authorising the sale of a sufficient number of shares on their behalf.  

Vesting of the LTI grants are contingent on participants’ continued employment with Spark for three years from grant date (subject to

exceptions) and the Company achieving the specified performance hurdles. The performance hurdle targets are set annually. For grants

issued in 2023, 2024, and 2025, 75% of the allocated shares will vest based on the performance hurdle target of the Company’s cost of

equity plus 1.5% compounding annually and 25% will vest based on performance against environmental and diversity targets.

In September 2025, Spark introduced the Transformation Delivery Incentive (TDI) Scheme, a one-off share-based incentive scheme for

selected employees designed to support delivery of Spark’s transformation and performance reset programme. Participants were granted

options based on a 20-day VWAP prior to grant date, with a two-year vesting period ending in September 2027. Vesting is subject to

continued employment, achievement of specified transformation performance hurdles, and gateway conditions requiring both (i) Spark’s

share price at vesting (measured using a 20-day VWAP) to exceed the grant-date share price and (ii) achievement of an FY27 exit run rate

savings target of $140 million. Performance hurdles comprise measures linked to transformation benefits and operating model targets.

Upon vesting, each option converts to one Spark share for nil consideration.

Options with an intrinsic value of $9 million (30 June 2025: $8 million) remain outstanding at 30 June 2026 and have a weighted average

remaining life of 1.4 years (30 June 2025: 1.4 years).

Information regarding options awarded under this scheme is as follows:

20262025

OPTIONS

1

OPTIONS

1

NUMBER OF

OPTIONS

NUMBER OF

OPTIONS

Opening balance as at 1 July 3,348,328 3,220,983

Granted 2,549,374 1,738,184

Vested (69,577) (14,119)

Lapsed (1,142,017) (1,596,720)

Closing balance as at 30 June 4,686,108 3,348,328

Percentage of total ordinary shares0.25%0.18%

1. All options have a nil exercise price.

The fair value of the employee services received in exchange for the grant of equity instruments is recognised as an expense, with a

corresponding entry in equity. The total charge recognised for this scheme for the year ended 30 June 2026 was $1.5 million (30 June 2025:

$1.5 million). As at 30 June 2026, $2.1 million of share scheme awards remain unvested and not expensed (30 June 2025: $2.1 million). This

expense, measured at its fair value based on a valuation model, will be recognised over the remaining vesting period of the awards.

On 22 September 2025, the majority of the grants issued in 2023 were not vested and lapsed in FY26, with the exception of 48,750 options

which vested in accordance with the scheme rules. Additionally, 20,827 options granted in 2024 converted to ordinary shares and

transferred in line with the business sale provisions in the scheme rules. The aggregate of the estimated fair values of the options granted in

September 2025 is $2 million (options granted in September 2024: $2 million).

118Other information

6
6.3 Related party transactions

Related parties of Spark include the associate and joint venture companies listed in note 3.3 and key management personnel detailed below.

Interest of directors in certain transactions

The Group entered into transactions during the year with entities associated with certain directors in the ordinary course of business.

Transactions with associate and joint venture companies

Spark’s FY26 and FY25 transactions with associates and joint ventures include the following:

• Spark provided network operations and management services to Southern Cross in respect of its operations in New Zealand

• Spark made payments to Southern Cross in connection with capacity it has purchased on Southern Cross’ network

• Spark made payments to Southern Cross for operational expenditure relating to cable maintenance

• Spark received dividend income and a return of capital from Southern Cross, with the return of capital effected through a capital reduction

• Spark received revenue from Rural Connectivity Group for the sale of mobile backhaul equipment

• Spark made payments to Rural Connectivity Group for its share of the joint venture’s operating costs

• Spark received payments from Hourua Limited for milestones delivered for the Public Safety Network and for use of Spark’s corporate

office space

• Spark received revenue from TenPeaks for agency services, leases, and operating charges. Spark also made payments to TenPeaks for

electricity cost recoveries, labour, and sundry costs. Further details of ongoing transactions between TenPeaks and Spark impacting the

balance sheet can be found in note 1.4.

• Spark made payments to Connexa for access to mobile towers, this includes lease and operating charges. Spark also received payments

from Connexa for transition services, rental recovery, maintenance, site build, and interest on shareholder loans until the sale of

investment on 28 February 2025. Connexa was an associate of Spark until 28 February 2025, when Spark sold its remaining shareholding.

The outstanding balances are unsecured and there have been no guarantees provided or received.

Balances and amounts in respect of these transactions with associate and joint venture companies excluding Connexa and TenPeaks are set

out in the table below:

20262025

AS AT AND FOR THE YEAR ENDED 30 JUNE$M$M

Revenues 8 11

Expenses (11) (7)

Capacity acquired and other capital expenditure

1

(14) (3)

Receivables 2 1

Payables– (5)

1. As at 30 June 2026, Spark has committed to purchases of $27 million for cable capacity from Southern Cross (30 June 2025: $19 million).

The significant related party balance sheet amounts with TenPeaks are separately disclosed in note 1.4. The table below has the profit and

loss amounts with Connexa in FY25 up until its disposal on 28 February 2025 and with TenPeaks in FY26 from the 30 January 2026

investment date.

20262025

1

FOR THE YEAR ENDED 30 JUNE$M$M

Revenues 2 21

Expenses (1) (11)

1. Including interest income on shareholder loans.

Spark New Zealand Annual Report FY26119

NOTES TO THE FINANCIAL STATEMENTS: OTHER INFORMATION
6.3 Related party transactions (continued)

Key management personnel compensation

20262025

YEAR ENDED 30 JUNE$’000$’000

Directors’ remuneration

1

1,444 1,371

Salary and other short-term benefits 9,955 5,911

KiwiSaver 273 157

Share-based compensation 892 814

12,564 8,253

1. Excludes Chief Executive remuneration.

The table above includes remuneration of the Chief Executive and the other members of the Leadership Team, including amounts paid to

members of the Leadership Team who left during the year ended 30 June or were in acting Leadership Team positions. Like other Spark

employees, members of the Leadership Team also receive product and service concessions. In addition, where members of the Leadership

Team are KiwiSaver members, they receive contributions towards their KiwiSaver schemes.

6.4 Subsidiaries

Subsidiaries are all entities over which Spark has control. The significant subsidiary companies of Spark and their activities are as follows:

NAMECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Entelar Group LimitedNew Zealand100%

Telecommunications and IT infrastructure build and maintenance services,

and distribution and supply chain services

Gen-i Australia Pty LimitedAustralia

1

100%

Provides international wholesale and outsourced telecommunications

services

MATTR LimitedNew Zealand 98%Software company focused on decentralised identity and verifiable data

Qrious LimitedNew Zealand100%Data analytics business

Spark Finance LimitedNew Zealand100%A Group finance company

Spark New Zealand Trading LimitedNew Zealand100%Telecommunications and digital services company

TCNZ (Bermuda) LimitedNew Zealand100%A holding company

Teleco Insurance LimitedBermuda

1

100%A Group insurance company

Telecom New Zealand USA LimitedUnited States

1

100%Provides international wholesale telecommunications services

Telecom Southern Cross LimitedNew Zealand100%A holding company

1. These foreign incorporated entities are tax resident in New Zealand.

Computer Concepts Limited and Revera Limited were amalgamated into Spark New Zealand Trading Limited on 1 June 2026.

The financial year end of all significant subsidiaries is 30 June.

120Other information

6
6.5 Reconciliation of net earnings to net cash flows from operating activities

20262025

YEAR ENDED 30 JUNENOTES$M$M

Net earnings for the year 499 260

Adjustments to reconcile net earnings to net cash flows from operating activities

Depreciation and amortisation1.4, 2.4 602 604

Bad and doubtful accounts3.1 20 22

Deferred income tax 8 18

Share of associates' and joint ventures' net losses2.4, 3.3 2 6

Interest income on loans receivable from associates and joint ventures2.4 – (8)

Fair value gain on receivable measured at FVTPL2.4 (1) –

Net gain on sale and acquisition of property, plant, and equipment, and intangible assets2.2 (12) (8)

Net gain on lease modifications and terminations2.2 (22) (24)

Net gain on sale of Connexa investment2.2 – (71)

Net (gain)/loss on sale of long-term businesses1.4, 2.2 (278) 1

Loss on sale of IFP receivables1.5, 2.4 14 –

Other 2 5

Changes in assets and liabilities net of effects of non-cash, investing, and financing activities

Movement in receivables and related items 146 13

Movement in inventories (11) 6

Movement in current taxation (43) (108)

Movement in payables and related items 118 (36)

Net cash flows from operating activities 1,044 680

6.6 Commitments and contingencies

Capital and other commitments

As at 30 June 2026, capital expenditure contracted for, but not yet incurred, was $949 million (30 June 2025: $821 million) with $332 million

due in the year ending 30 June 2027. Commitments principally relate to telecommunications network equipment and cable capacity.

As at 30 June 2026, Spark had other supplier commitments of $1,581 million (30 June 2025: $1,361 million), with $721 million due in the

year ending 30 June 2027. Commitments include mobile handsets, subscription services, modems, licences, service and maintenance

renewals, technology delivery partnerships, and power purchase agreements.

Contingencies

No ongoing claims, investigations, or inquiries are expected to have a significant effect on Spark’s financial position or profitability.

6.7 Events subsequent to balance date

On 27 July 2026, Spark announced a new organisational structure comprising two divisions, Connectivity and Digital Services, supported by

centralised shared functions. Connectivity will encompass consumer mobile, broadband, and business connectivity, including managed

services, collaboration, IoT, and security. Digital Services will comprise cloud, IT services, and adjacent products. Changes to the Spark

segment structure will be reflected in Spark’s FY27 reporting.

Spark also announced that the Board has commenced a strategic review of the Digital Services division to assess options to maximise

shareholder value. The review is expected to be completed during the first half of FY27.

As at the date of authorisation of these financial statements, no decisions have been made regarding any transaction arising from the review and

there is no certainty that the review will result in a transaction, or as to the terms or value of any potential outcome. Accordingly, the announcement

has been assessed as a non-adjusting event after the reporting period and no adjustment has been made to the carrying amounts of assets and

liabilities recognised as at 30 June 2026. The financial impact of any future outcome cannot presently be reliably estimated.

Spark New Zealand Annual Report FY26121

To the Shareholders of Spark New Zealand Limited
Opinion

We have audited the consolidated financial statements of Spark New Zealand Limited and its subsidiaries (the

‘Group’), which comprise the statement of financial position as at 30 June 2026, and the statement of profit and

loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year

then ended, and notes to the consolidated financial statements, including material accounting policy

information.

In our opinion, the accompanying consolidated financial statements, on pages 71 to 121, present fairly, in all

material respects, the consolidated financial position of the Group as at 30 June 2026, and its consolidated

financial performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

IFRS Accounting Standards (‘NZ IFRS’) as issued by the External Reporting Board and IFRS Accounting Standards

(‘IFRS’) as issued by the International Accounting Standards Board.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International Standards

on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) (‘PES 1’)

issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards

Board for Accountants’ International Code of Ethics for Professional Accountants (including International

Independence Standards) (‘IESBA Code’) as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

In addition to the audit we carried out other engagements including a review of the interim financial statements,

agreed upon procedures in relation to the sustainability linked loans and assurance services relating to

regulatory audit requirements and greenhouse gas emissions (GHG) reported in the GHG Inventory Report and

in the Climate-related Disclosures. We also provided non-assurance services including an HR Business Partner

training programme, tax advisory services and administrative and other advisory services provided to the

Corporate Taxpayers Group, of which the Group is a member.

The Chief Executive has extended family members who are partners at Deloitte and who are not involved in the

provision of any services to the Group; this matter has not impacted our independence. Also, the firm, its partners

and employees deal with the Group on normal terms within the ordinary course of trading activities of the business

of the Company and its subsidiaries. The firm has no other relationship with, or interest in, the Group.

Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the

Group that in our judgement would make it probable that the economic decisions of a reasonably

knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we also

assess whether other matters that come to our attention during the audit would in our judgement change or

influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in planning the

scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $26,000,000.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.


Independent auditor’s report

Independent auditor’s report

122Independent auditor’s report

Key audit matterHow our audit addressed the key audit matter
Revenue recognition: Total revenue from continuing

operations

Group revenue comprises Mobile, Broadband, Voice, Other

connectivity, Cloud, IT services management, Procurement and

Partners, and Other products.

Revenue recognition is considered to be a key audit matter,

particularly for certain customer contracts which have an

elevated risk and complexity around the accuracy of amounts

and timing of revenue recognised due to:

• The involvement of multiple elements in some arrangements

which may be new or changing, are processed through several

billing and operational systems, and require judgement; and

• Bespoke customer contracts for products and services with added

complexity due to scale of contract and multi-year time frames.

The judgements and estimates which significantly impact the

accuracy of revenue recognition include:

• Identifying the separate performance obligations;

• Determining and allocating the transaction price to the

separate performance obligations; and

• Assessing whether the performance obligations are processed

at a point in time or over time.

Disclosures relating to revenue recognition and the revenue

stream breakdown can be found in Note 2.2 Operating revenues

and other gains.

Our audit procedures included:

• Obtaining an understanding of the nature of the various revenue

streams and the related billing and revenue recording processes,

systems and controls;

• Evaluating the design and implementation of key system and

business process controls over the capture, processing and

recording of revenue transactions;

• With the assistance of our technology specialists, testing key IT controls,

interfaces and automated controls supporting significant billing and

revenue systems for Mobile and Broadband revenue streams;

• For new or modified complex customer contracts:

–challenging the Group’s assessment for each performance

obligation about whether the customer can benefit from the

product or service on its own or together with readily available

resources;

–assessing the allocation of the transaction price to the performance

obligations by comparing the stand-alone selling price assigned to

observed market prices or estimated prices; and

–examining the stages at which revenue for each performance

obligation is recognised;

• Performing substantive analytical procedures over significant

revenue streams;

• Testing selected manual journal entries impacting revenue; and

• Evaluating the appropriateness of revenue-related disclosures in the

financial statements.

Accounting for transformative, significant transactions

The Group’s SPK-30 strategy represents a multi-year

transformation programme to invest in its core connectivity

business, while simplifying non-core digital services.

In the pursuit of this strategy, transactions are occurring outside

of normal business operations which can be complex and

require additional audit effort. In the current year, there have

been two transactions which we have identified as a key audit

matter for this reason and due to their collective impact on the

financial statements:

• The divestment of a data centre business to TenPeaks, resulting

in the recognition of a net gain on sale of $278m. This gain was

determined after estimating the fair value of a contingent

consideration receivable of $83m (refer Note 1.4); and

• A series of transactions to sell interest-free-payment plan

(’IFP’) receivables to Challenger with a carrying value of

$356m (excluding the associated expected credit loss

allowance provision), resulting in a net loss of $14m (refer

Note 1.5). This required judgement to assess whether the sale

of IFP receivables results in derecognition and to determine

the extent of Spark’s continuing involvement.

Our audit procedures included:

• Obtaining an understanding of the substance of each transaction;

• Reading relevant legal and contractual agreements in relation to

each transaction and through discussions with key personnel;

• Evaluating the proposed accounting treatment of each transaction

and its impact on the carrying values of associated assets and

liabilities, with particular focus on:

–Assessing the Group’s measurement of the contingent

consideration asset, arising from the data centre business

divestment including challenging whether certain performance-

based objectives will be met;

–Challenging the Group’s assessment of the derecognition criteria

for the IFP receivables transaction, and assessing the extent of any

continuing assets or liabilities;

• Evaluating the adequacy of the disclosures relating to the

transactions in the consolidated financial statements.

Spark New Zealand Annual Report FY26123

Other information
The directors are responsible on behalf of the Group for the other information. The other information comprises

the information in the Annual Report that accompanies the consolidated financial statements and the audit

report as well as the Climate-related Disclosures Report FY26.

Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated. If so, we are required to report that fact. We have nothing to report in this regard.

Directors’

responsibilities for the

consolidated financial

statements

The directors are responsible on behalf of the Group for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

directors determine is necessary to enable the preparation of consolidated financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for

assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the directors either intend to liquidate the

Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities

for the audit of the

consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs and ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located on

the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Restriction on use

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we

might state to the Company’s shareholders those matters we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Company’s shareholders as a body, for our audit work, for this report, or for the opinions

we have formed.

Melissa Collier, Partner for Deloitte Limited

Auckland, New Zealand

20 August 2026

This audit report relates to the consolidated financial statements of Spark New Zealand Limited (the ‘Company’) for the year ended 30 June 2026 included on the

Company’s website. The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to report on the integrity of the

Company’s website. We accept no responsibility for any changes that may have occurred to the consolidated financial statements since they were initially presented on the

website. The audit report refers only to the consolidated financial statements named above. It does not provide an opinion on any other information which may have been

hyperlinked to/from these consolidated financial statements. If readers of this report are concerned with the inherent risks arising from electronic data communication they

should refer to the published hard copy of the audited consolidated financial statements and related audit report dated 30 June 2026 to confirm the information included in

the audited consolidated financial statements presented on this website.

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

124Independent auditor’s report

Spark New Zealand Annual Report FY26125
Appendix

Appendix

For running header don't delete
126Appendix

Spark’s managing risk framework

roles and responsibilities


Activity performed

Board

& ARMC

Leadership

Team (LT)Risk

Legal /

Privacy

Org unit

leads

Centre of

Excellence

leads

Policy

owners

All

Spark

people

Approves Spark’s strategy and annual plan

✔

Approves the Managing Risk Policy

✔

Monitors the Managing Risk Framework

✔

Reviews principal risk dashboard (quarterly)

✔

Performs other items from its Charter

✔

Prepares strategy and annual plan

✔

QBR

1

process and next 90-day priorities

✔

Coaches and guides leads

✔

Owner for principal risks

✔

Designs and continuously improves the Managing

Risk Framework

✔

Helps the business apply the framework

✔

Profiles the principal and next 90-day risks for LT and

ARMC

✔

Helps leads to capture their risks for the QBR memo

✔

Executes Internal Audit plan (objective assurance)

✔

Designs and continuously improves the

Empowerment Framework

✔

Creates empowerment & functional guidance kits

✔

Oversees essential policies and webpage

✔

Creates and delivers training modules

✔

Uses the Empowerment and Managing

Risk frameworks

✔

Understands and adheres with the essential policies

✔

Maintains view of risks for OKRs

2

and fills in QBR

memo

✔

Provides input into principal risk process

✔

Escalates risks to LT or Risk team (if required)

✔

Reviews risk sections in QBR packs across Spark

✔

Maintains view of risks for their OKRs and fills in QBR

✔

Supports leads to manage identified risks

✔

Provides input into principal risks

✔

Maintains policy and guidance material

✔

Completes assessments of effectiveness

✔

Participates in policy owner working groups

✔

Follows this framework and the essential policies

✔

Makes informed decisions after assessing the benefits

and risks

✔

1. QBR – Quarterly Business Review.

2. OKR – Objectives and Key Results.

Spark New Zealand Annual Report FY26127
As an integrated report we have included disclosure on our ESG performance throughout this report. Pages 12–13 detail our integrated

reporting value-creation model, aligned to the ‘capitals’ which align to individual sections in the report.

This report is prepared in accordance with the Integrated Reporting <IR> Framework and with the Global Reporting Initiative (GRI) Core Option.

We publish a summary of our approach to sustainability at Spark on our website. https://www.spark.co.nz/sustainability/

Materiality

To prioritise Spark’s reporting on sustainability topics, we follow the GRI materiality principle and processes (set out in GRI 3: Material Topics

2021) to identify and prioritise topics that substantively influence decisions or have a significant environmental, social, or economic impact.

We also consider the materiality principles of the Integrated Reporting <IR> Framework, considering whether a matter could substantively

affect Spark’s ability to create value in the short, medium, or long term.

We refresh our materiality analysis annually through analysis of stakeholder feedback, review of global peers and sector research, and

engagement with internal and external stakeholders.

This ensures we capture all material topics and enables us to identify emerging topics. Our materiality review for FY26 has highlighted the

increasing importance of online safety, including protection from online scams, and managing the impact of social media on young people.

An increase in concern related to trust in AI technologies and its environmental impacts was also observed.

Our materiality matrix maps our material topics, with our assessment of the significance of economic, environmental and social impacts

mapped on the horizontal ‘x’ axis, and the scale of influence on stakeholder assessments and decisions mapped on the ‘y’ vertical axis,

reflecting feedback and questions received from stakeholders related to our ESG reporting.

Sustainability

• Financial performance and operational excellence

• Digital equity: access, skills and wellbeing

• Digital trust: privacy and online safety

• Impacts of AI (Artificial Intelligence)

• Cybersecurity

• High-performance culture: capability and

development

• Partnering for Aotearoa’s future

• Resilient infrastructure and climate adaptation

• Disaster and crisis response

• Employee health, safety, wellbeing

• Competition and regulation

• Diversity and inclusion

• Ethical business practices

• Responsible supply chain and procurement practices

• Operational efficiency, emissions and waste

• Role of digital technology in addressing

sustainability challenges

• Product stewardship and circular economy

• Community investment

• Impact of infrastructure on the environment

• Ta x

SIGNIFICANCE OF ECONOMIC, ENVIRONMENTAL AND SOCIAL IMPACTS

INFLUENCE ON STAKEHOLDER ASSESSMENTS AND DECISIONS

For running header don't delete
128Appendix

Our most material sustainability issues

Topic Topic description and scope Reference

Resilient infrastructure and

climate adaptation

The resilience of our infrastructure. Our long-term

adaptation to climate change.

Our network and technology

Pages 26–29

Refer to Climate-related Disclosures Report

Employee health, safety,

wellbeing

Providing a safe and healthy working environment,

including physical and mental wellbeing, and supporting

people and teams impacted by organisational change.

Our people

Pages 38–43

CybersecurityThe security and resilience of our networks, systems,

products and services, and how we protect customer,

company and partner information from cyber threats.

Our customers

Pages 20–25

Digital trust: privacy and online

safety

How we collect, use, store and share personal

information, keep it safe, and help build trust in digital

technology by supporting safer online experiences.

Our customers

Pages 20–25

Impacts of AIThe responsible use of AI and its impacts on trust in

technology, decision-making, work, skills and workforce

transition.

Data ethics and governance

Page 64

Digital equity: access, skills and

wellbeing

This includes digital access, affordability and removing

barriers to people getting connected; digital skills and

career pathways into the technology sector; and

supporting people to participate confidently and safely in

an increasingly digital world.

Our communities

Pages 34–37

Disaster and crisis response The role of telecommunications in responding to natural

disasters and crisis events.

Our network and technology

Pages 26–29

High-performance culture:

capability and development

Creating the conditions for high performance by

developing capability, fostering growth and inclusion,

and enabling our people to adapt, perform and

contribute to Spark’s long-term success.

Our people

Pages 38–43

Financial performance and

operational excellence

Executing our business strategy to build financial capital. Our performance

Pages 14–17

Financial statements

Page 69

Partnering for Aotearoa’s futureHow we partner and collaborate across Aotearoa, guided

by the principles of Te Tiriti, and the role our technology

plays in lifting productivity and enabling growth for

New Zealand.

Our communities

Pages 34–37

Our people

Page 41

Spark New Zealand Annual Report FY26129
Stakeholder engagement

Spark engages with a broad range of stakeholders as detailed in the table below. In selecting stakeholders to engage with, we are guided

by the definition set out in GRI 101: “entities or individuals that can reasonably be expected to be significantly affected by the organisation’s

activities, products or services; or whose actions can reasonably be expected to affect the ability of the organisation to implement its

strategies or achieve its objectives”.

Stakeholder group How we engage

Spark employees • Regular engagement surveys and use of ‘sounding boards’ on large programmes of work

• Comprehensive programme of internal communications and engagement from

Leadership Team (through roadshows and online channels)

• Engagement with cross-section of employees in the preparation of this report

Shareholders Regular engagement with investors including:

• Semi-annual earnings announcements, together with semi-annual post-result investor

briefings

• Annual meeting that allows shareholders a chance to meet and ask questions directly of

the Spark Board and Leadership Team

• Regular investor roadshows

• Periodic investor strategy briefings

Strategic global partners• Established partnership governance in place with senior representatives from both

organisations to ensure the partnership is operating to achieve mutual outcomes

• Dedicated partner managers are in place for day-to-day operational engagement

Suppliers • Ongoing conversations with our suppliers – both informal and formal

• Annual supplier ESG survey of high-risk/priority suppliers

Customers • Regular feedback from customers on their experiences with us and their views of Spark

as a business through our Net Promoter Score methodology and through our Voice of

the Customer programme

• Meetings with customers on sustainability topics, sharing sustainability focus areas and

exploring opportunities to work together

Government • Engagement with central Government on issues related to the telecommunications

industry, infrastructure investment, environmental sustainability, and digital equity

• Engagement with local government to manage the process and impacts of infrastructure

investment

Media • Responding to media enquiries and through a proactive programme of engagement

with key members of New Zealand’s media

Local communities • Engagement with local communities, iwi, and hapū affected by our activities, in particular,

where we are building new network infrastructure

• Deployed hardware and connectivity to over 650 marae, and established relationships

with hapū across the country, through our Marae Digital Connectivity programme

• Having a range of partners that help us support impactful initiatives that uplift Hapori

Māori, through Te Korowai Tupu

Community partners • Working in partnership with community partners on an ongoing basis via Spark

Foundation

Industry organisations • Engagement with a number of industry organisations, representing the

telecommunications and technology sector, community groups, and the New Zealand

business community

For running header don't delete
130Appendix

External initiatives Spark subscribes to or endorses

• Spark is a founding member of the Climate Leaders Coalition

(CLC). The CLC is a group of CEOs who have collectively

committed to voluntary action on climate change, measuring

and publicly reporting on their emissions, and setting an

absolute target for reducing emissions in line with the Paris

Agreement.

• Spark has committed to a voluntary Product Stewardship scheme

for mobile phones, which is actioned by the Re:Mobile initiative.

• Spark’s Chief Marketing and Corporate Affairs Officer, Leela

Ashford is part of the Ministry for the Environment’s Climate

Business Advisory Group, and the Department of Internal Affairs’

Independent Reference Group, which maintains oversight of the

operation of the Digital Child Exploitation Filtering System

(DCEFS).

Spark was an active member of the following

associations in FY26:

• International Telecommunication Union (Radiocommunication

Sector membership)

• 3rd Generation Partnership Project (3GPP)

• Infrastructure New Zealand

• GSM Association (GSMA)

• New Zealand Internet Task Force

• Telecommunications Forum (TCF)

• NZTech

• TUANZ

• Business NZ

• Sustainable Business Council

• Global Women (including Champions for Change)

• JAC (the Joint Alliance for CSR)

• Digital Equity Coalition Aotearoa (DECA) (membership through

Spark Foundation)

Spark New Zealand Annual Report FY26131
Glossary

3G third-generation mobile network as defined by the International Telecommunication Union.

4G fourth-generation mobile network as defined by the International Telecommunication Union.

5G fifth-generation mobile network as defined by the International Telecommunication Union.

5G standalone a network that has a 5G core as well as 5G on mobile towers rather than non-standalone 5G, which uses a

combination of existing 4G LTE architecture with a 5G radio access network (RAN).

ARMC the Audit and Risk Management Committee.

ARPU average revenue per user.

ASX the Australian Securities Exchange.

Company Spark New Zealand Limited.

EBITDAI earnings before finance income and expense, income tax, depreciation, amortisation, and net investment income.

GRI the Global Reporting Initiative.

Group the Group in relation to the financial statements, which are prepared for Spark New Zealand Limited (the Company)

and its subsidiaries (together the Group).

HRCC the Human Resources and Compensation Committee.

iNPS interaction net promoter score, a measure of customer satisfaction.

IoT the internet of things.

IFRS International Financial Reporting Standards.

LTI Long-Term Incentive, which is part of the Spark Leadership Team and CEO’s remuneration.

Network slicing allows the operator to ‘slice’ its network to support different types of services through each ‘slice’. Multiple slices

can be tuned independently to meet different quality-of-service parameters. For example, one slice may simply

need a standard speed connection to enable office email, another might be tuned to support very low data

Internet of Things devices, while another slice may need high reliability and ultra-low latency to support robotics.

NOMs the Nominations and Corporate Governance Committee.

NPS Net Promoter Score.

NZ GAAP Generally Accepted Accounting Practice in New Zealand.

NZ IFRS New Zealand Equivalent to International Financial Reporting Standards.

NZX NZX Limited.

PSTN Public Switched Telephone Network.

SME Small and Medium Enterprise

Southern Cross Southern Cross Cables group of companies, which consists of two sister companies, Southern Cross Cables

Holdings Limited and Pacific Carriage Holdings Limited and their subsidiaries.

STI Short-Term Incentive, which is part of Spark Leadership Team and CEO remuneration.

TRIFR Total Recordable Incident Frequency Rate per million Spark employee hours worked.

TSR Total Shareholder Return is a measure of share price appreciation and dividends paid over a given period.

Glossary

132Contact details
Contact details

Registered office

Level 1

50 Albert Street

Auckland 1010

New Zealand

Ph +64 4 471 1638 or 0800 108 010


Company Secretary

Paige Howard-Smith

For more information

For enquiries about transactions, changes of address or dividend payments contact the share registries below.

New Zealand registry

MUFG Corporate Markets

Level 30, PwC Tower

15 Customs Street West

Auckland 1142

PO Box 91976

Auckland 1142

Ph +64 9 375 5998 (investor enquiries)

spark@cm.mpms.mufg.com

nz.investorcentre.mpms.mufg.com

Australian registry

MUFG Corporate Markets

Level 12

680 George Street

Sydney NSW 2000

Australia

Locked Bag A14

Sydney South NSW 1235

Australia

Ph +61 1300 554 484 (investor enquiries)

spark@cm.mpms.mufg.com

au.investorcentre.mpms.mufg.com

United States registry

Computershare Investor Services

P.O. Box 43078

Providence, RI02940-3078

United States of America

Overnight/certified/registered delivery:

Computershare

150 Royall Street, Suite 101

Canton, MA 02021

United States of America

Ph +1 888 BNY ADRS (+1 888 269 2377) or

+1 201 680 6825 (from outside the

United States)

shrrelations@cpushareownerservices.com

www.computershare.com/investor

Spark New Zealand Limited

ARBN 050 611 277

For enquiries about Spark’s operating and financial performance contact:

Investor Relations

Spark New Zealand Limited

Private Bag 92028

Auckland 1142

New Zealand

investor-info@spark.co.nz

investors.sparknz.co.nz

insightcreative.co.nz

SPARK093

Contact details

investors.sparknz.co.nz
ARBN 050 611 277

---

Disclaimer
02

Spark

FY26 Results Summary

TheinformationinthisannouncementhasbeenpreparedbySparkNewZealand

Limited.

Theinformationinthisannouncementis providedforgeneralpurposesonlyand

doesnotconstitutefinancial,legal,tax,investmentorotheradviceora

recommendationtopurchaseorinvestinsecuritiesinSparkNewZealand.

Thisannouncementmayincludeforward-lookingstatementsaboutSparkNew

ZealandandtheenvironmentinwhichSparkNewZealandoperates,including

indicationsof,andguidanceon,futureeventsandfinancialperformance. Such

forward-lookingstatementsarebasedonthebeliefsofandassumptionsmadeby

managementalongwithinformationcurrentlyavailableatthetimesuchstatements

weremade.

Anyforward-lookingstatementsinthisannouncementarenotguaranteesor

predictionsoffutureperformance,andinvolveknownandunknownrisks,

uncertaintiesandotherfactors,manyofwhicharebeyondSparkNewZealand’scontrol,

andwhichmaycauseactualresultstodiffermateriallyfromthoseprojectedinthis

announcement. SparkNewZealandgivesnorepresentation,warrantyorassurancethat

actualresultsorperformancewillnotmateriallydifferfromtheforward-looking

statements,andunduerelianceshouldnotbeplacedonsuchstatements.

Factorsthatcouldcauseactualresultsorperformancetodiffermateriallyfromthoseexpressed

orimpliedintheforward-lookingstatementsincludetheoutcomeofSparkNewZealand’s

anticipatedrevenuegrowthand/orcostreductionstrategies,economicconditionsandthe

regulatoryenvironmentinNewZealand,competitioninthemarketsinwhichSparkNew

Zealandoperates,andotherfactorsortrendsaffectingtheindustriesinwhichSparkoperates

generally,alongwiththerisksdetailedinSparkNewZealand’sfilingswithNZXandASXfrom

timetotime.

Additionally,anyforward-lookingstatementsassumenomaterialadverseevents,significant

one-offexpenses,majoraccountingadjustments,otherunforeseeablecircumstances,orfuture

acquisitionsordivestments.

ExceptasrequiredbylaworthelistingrulesofthestockexchangesonwhichSparkNew

Zealandislisted,SparkNewZealandisundernoobligationtoupdateanyforward-looking

statementswhetherasa resultofnewinformation,futureeventsorotherwise.

Thispresentationcontainscertainfinancialinformationandmeasuresthatarenon-GAAP

financialinformation. AlthoughSparkNewZealandbelievesthenon-GAAPfinancialinformation

andfinancialmeasuresprovideusefulinformationtousersinmeasuringthefinancial

performanceandconditionofSparkNewZealand,youarecautionednottoplaceundue

relianceonanynon-GAAPfinancialinformationorfinancialmeasuresincludedinthis

presentation.

FY26 resultssummary
FY26 result

Revenue stable in subdued economic environment, with mobile service revenue

growth offsetting legacy revenue decline. EBITDAI and FCF supported by disciplined

cost management

SPK-30 strategy

First year of SPK-30 strategy execution delivered 4.4%overall mobile revenue

growth, a return to mobile service revenue growth at +1.1%, and further cost

reductions through structural productivity improvements

Dividend and capital management

100% of FCF delivering a total FY26 dividend of 16cps, while data centre

proceeds and disciplined capital management returned debt to targeted levels

FY26

Outcome

Change vs

FY25

Adjusted Revenue$3,700 millionNo change

AdjustedEBITDAI$1,035 million2.4% decrease

Free cash flow$308 million18.5% increase

03

Spark

FY26 Results Summary

1

2

3

4

Mobile growth and cost discipline underpin FY26 result in line with guidance

Mobile service revenue back in growth at +1.1%

Strategic review of Digital Services announced

$40m cost reduction delivered

$462m in proceeds from completed DC transaction

Net debt to EBITDA ratio returned to ~1.7x

(1)

FY26 total dividend of 16cps, 50% imputed

(1)Calculation of net debt/EBITDA consistent with S&P methodology

FY26financialsnapshot
Adjusted revenue

(1) (2)

$3,700 million

Flat vs. FY25

Reported revenue

(4)

$3,949million

6.0% increase vs.FY25

Adjusted EBITDAI

(2) (3)

$1,035million

2.4 % decrease vs.FY25

Reported EBITDAI

(3) (4)

$1,295million

23.0% increase vs.FY25

Adjusted NPAT

(2)

$225million

0.9% decreasevs.FY25

Reported NPAT

$499million

91.9% increase vs.FY25

BAU Capex

(3)

$401million

Flat vs.FY25

Freecashflow

(3)

$308million

18.5% increase vs.FY25

FY26final dividend

Final dividend of 8cps, taking total FY26

dividend to 16cps, 50% imputed

04

Spark

FY26Results Summary

(1)Operating revenues and other gains

(2)Adjusted results include the earnings of the data centre business up until the

sale, while excluding the $278 million gain on sale, and in FY25 remove the $71

million gain on sale from the Connexa stake and the $53 million of

transformation costs. This provides a like-for-like, year-on-year performance

comparison. A detailed reconciliation is contained on page 9 of Spark’s detailed

FY26 financial statements.

(3) Earnings before finance income and expense, income tax, depreciation,

amortisation and net investment income (EBITDAI) and capital expenditure

(CAPEX) are non-Generally Accepted Accounting Principles (non-GAAP)

performance measures. Free cash flow is also a non-GAAP measure and is defined

on page 7 of Spark’s detailed KPIs.

(4) Reported results include continuing operations and

removes the results of the data centre business, which is

classified as a discontinued operation. This means data

centre net earnings are disclosed separately in the financial

statements.

Adjusted EBITDAI impacted by digital services, legacy voice, and part-year data centre contribution – mobile momentum, cost reduction

and portfolio management to drive improvement in FY27

SPK-30

Turning SPK-30 into results for shareholders
Differentiating Spark to deliver annuity-like returns and growing dividends for shareholders over time

01 Focused where returns are highest

SPK-30 FOCUS

Focus on core connectivity · Simplify and optimise beyond the core

FY26 PROGRESS

•Core revenue growth:4.4% mobile revenue growth; price-driven

categories stabilising, with mobile service revenue growing 1.1%

•Product innovation: Satellite, roaming, mobile propositions

•Cost reduction: structural productivity improvements delivering

further significant cost savings

•Portfolio management: Data centre transaction completed with

25% shareholding retained toparticipate in future value growth;

Digital Services strategic review underway

DELIVERS

Capital and resources aligned to the areas of

highest shareholder return

02 Investing to differentiate and grow

SPK-30 FOCUS

Better network · Better customer experiences

FY26 PROGRESS

•Network leadership: Widest-coverage award retained

(1)

, with

greater security and resilience built in

•Advanced capability: 5G+ monetisation opportunities;

3G exit enabling spectrum recycling into 5G

•CX growth: six consecutive years of iNPS growth

(2)

; digital CX

ARPU lifting; AI-enabled care reducing time to serve

DELIVERS

Investment behind what differentiates Spark with

customers and drives growth

03 Built on strong fundamentals

SPK-30 FOCUS

Enablers: financial discipline, people, tech and AI, sustainability

FY26 PROGRESS

•Financial discipline: driving strong FCF growth; FY30 cost out

ambitions on track

•AI enabled: AI maturing from individual use cases to

enterprise-wide process efficiency

•Strong business fundamentals: employee engagement up

11pp; 59% reduction in scope 1 and 2 emissions against FY20

baseline

DELIVERS

Cost discipline, leading AI and partnerships, high

performing teams, and a strong licence to operate

Why Spark

•New Zealand’s largest telco, with market-leading positions

(3)

•Refocused on what we do best – our core of connectivity

•Focused on stable, annuity-like returns, predictable free cash flow, and growing dividends for shareholders over time

Spark

FY26 Results Summary

07

(1)Spark ranked first for overall coverage experience and 5G coverage experience, as

awarded by Opensignalin the October 2025 NZ Mobile Network Experience report

(2) Spark interaction net promoter score (iNPS) increased from +40 in FY25 to +42 in FY26

(3) IDC New Zealand mobile service revenue and broadband market share report as at 30 June 2026

Network competitiveness enhanced by satellite-to-mobile
Satellite extends Spark’s coverage to the edge, building on the competitive advantages of its terrestrial mobile network

Satellite adds

The best coverage just got better

Satellite-to-mobile extends

capability beyond the terrestrial

network – reaching remote areas

and blackspots where towers can’t,

so customers stay connected at the

very edge

+

Our terrestrial network provides New Zealand’s widest coverage

(1)

Widest coverage

99% of New Zealanders

reached today across 4G

and 5G

(2)

– the widest

coverage experience,

independently verified by

Opensignal

(1)

Reliable indoors

Mobile networks

perform inside homes,

offices, and basements

High customer density

Terrestrial towers carry

thousands of active

users per square

kilometre in high-

demand areas

Speed that holds up

350MHz of mobile

spectrum gives real

headroom for sustained,

high throughput

Spectrum underpins it all

Spark holds management rights to 350MHz of spectrum, including the largest holding of sub-1GHz spectrum –supporting our leadership in overall mobile coverage

experience in New Zealand

08

Spark

FY26 Results Summary

(2) Spark's network connects 99% of the population across New Zealand, in areas where people

work and live. Population coverage is calculated by measuring the percentage of address points

that fall within the predicted coverage area generated by Spark's propagation model.

(1) Spark ranked first for overall coverage experience and 5G coverage experience, as

awarded by Opensignalin the October 2025 NZ Mobile Network Experience report

09
Spark

FY26 Results Summary

Sustainability performance

Supporting a lower-carbon, more connected Aotearoa through our operations, network, and technology

Reducing emissions and waste

•Science-based target on track– scope 1 and 2 emissions tracking59% below FY20 baseline and ahead of

our FY30 target of a 56% reduction

•Renewable energy at scale– 72 GWh of electricity consumption matched to new renewable generation

through our Genesis Energy partnership, reducing reported scope 2 emissions 34%

•Scope 3 supplier engagement targetof 70% achieved –with 71% of spend now with suppliers who have

science-based targets

•Reducing e-waste– device trade-ins and recycling up 42% through RE:MOBILE

Responsible supply chain

•Supplier audits– five JAC

(1)

audits completed at partner sites in India and manufacturing sites in China, with

broader programme of supplier risk assessment and screening ongoing

Closing the digital divide

•Affordable connectivity– Skinny Jump not-for-profit broadband now reaches over 38,000households

•Community partnerships– new Spark Foundation partnerships with Netsafe and South Auckland Creative

and Tech Hub

(1)Independent supplier audits conducted through the Joint Alliance for CSR (JAC), an international association

of telecommunications operators working together to assess and improve labour standards, health and

safety, environmental, ethics, and management systems of the industry’s supply chains

Financial Ambition
(1)

Non-Financial Ambition

(1)

Productivity

Adjusted

EBITDAI

Capex

Free

cash flow

ROIC

(3)

FY30 FY26 Update

Annualised savings of

$150m-$180m

(from FY24 baseline)

$101m at

end FY26

Low single digit

CAGR from

FY25-FY30

Capex to revenue

ratio of 10-12%

BAU Capex

10.8%

(2)

in FY26

Mid-single digit

CAGR from

FY25-FY30

FCF of $308m up

18.5% in FY26

11-13%

Reported 13.8% vs8.7% in FY25

Adjusted 8.4%, flat to FY25

Customer

Network

Employee

Sustainability

FY30

>45+ iNPS

(industry best practice)

42+, up 2pts

from FY25

Maintain: Most reliable

network, with widest

coverage experience

Maintained #1 for

widest coverage

experience, tied

#1 for reliability

(4)

(1)Financial and non-financial ambitions should not be

relied upon by investors as guidance. Annual guidance

will be provided for each year at the FY results briefing

Top quartile

employee engagement

Up 11pp

from FY25

Reduce absolute scope 1

and 2 GHG emissions 56%

by 2030 from a FY20

baseline year

Scope 1 and 2 emissions

tracking 59% below our

FY20 baseline – ahead of

the pathway to our 2030

science based target

10

Spark

FY26 Results Summary

Our SPK-30 strategy ambitions

Goodprogress in first year of new strategy creating strong foundation for future EBITDAI growth

(2)BAU Capex as a percentage of operating revenues and other gains

(3)Reported ROIC is calculated as net operating profit (EBITDAI less depreciation and amortisation) after tax (at 28%) as a

percentage of Invested Capital (total debt including leases plus equity). Adjusted ROIC removes the FY26 one off data

centre gain on sale and FY25 one offs due to Connexa gain on sale and transformation costs.

FY26 Update

(4) Spark ranked first for overall coverage experience and 5G

coverage experience, while maintaining a top spot in

reliability and availabilityas awarded by Opensignal in the

October 2025 NZ Mobile Network Experience report

EBITDAI

-2.4% in FY26

Looking ahead

Mobile and cost momentum • Diminishing legacy products • Portfolio management

Supporting EBITDAI and ROIC

growth in future years

Connectivity Performance

Mobileperformanceoverview
•Overall mobile revenue up 4.4% to $1.5b, driven by strong

device growth

•Overall mobile service revenue grew 1.1% to $998m:

oConsumer and SME mobile service revenue up 1.4% –

driven by strong pay monthly ARPU growth and further

stabilisation in prepaid connections

oEnterprise and Government mobile service revenue

decline driven by ongoing competitive pricing pressure,

while the rate of decline has more than halved compared

with the prior year and connections are broadly flat

oWholesalerevenue continues to grow through Spark-

owned messaging products and MVNO partnerships

FY25FY26% change

Total Mobile Revenue$1,453m$1,517m4.4%

MobileServiceRevenue

Total

$987m$998m1.1%

ConsumerandSME

$861m$873m1.4%

Enterpriseand Government

$100m$93m(7.0%)

Wholesale

$26m$32m23.1%

ConnectionsandARPU– ConsumerandSME

Paymonthlyconnections

1,205k1,198k(0.6%)

Prepaid connections

1,112k1,072k(3.6%)

PaymonthlyARPU

$44.46$46.083.6%

Prepaid ARPU

$16.10$15.98(0.7%)

ConnectionsandARPU– EnterpriseandGovernment

Connections

312k310k(0.6%)

ARPU

$26.74$24.82(7.2%)

Overall mobile revenue up 4.4%, mobile service revenue returns to growth at 1.1%

12

Spark

FY26 Results Summary

(1) NZ base: prepaid customers who purchase a recurring value pack, excluding travel packs and casual (non-pack) customers
Further stabilisation in overall connectionsdespite 3G shutdown, with positive ARPU trends across the portfolio

Mobile performance detail

•Product innovation pipeline building more value

into pay monthly – Kids Plan, roaming, satellite

•Maintained pay monthly base – with small decline

in connections attributable to 3G closure

•Strong ARPU growth (+3.6%) supported by plan and

pricing refresh, providing greater value for money

•IFP acquisitions up ~15%, supporting higher ARPU

acquisition and retention

•Product innovation in roaming and satellite improving pay

monthly proposition for enterprise and government

•Connections broadly flat on FY25 – small decline

attributable to low value 3G connections

•Rate of ARPU decline has slowed, reducing by $1.92 (7.2%)

in FY26 compared with $3.26 (10.9%) in FY25

•Customer wins and re-signs include ANZ Bank, Oranga

Tamariki, and Contact Energy

•More competitive prepaid line-ups launched across

Spark and Skinny

•Overall connections down 3.6%, compared to 5.2% in

FY25 – ~25% of the decline driven by 3G closure

•NZ base contributes ~89% of prepaid revenue

(1)

•ARPU proved resilient, holding broadly flat despite

intense price competition (up 1.1% in NZ base)

•Skinny grew ~2%, supported by launch of 52-week plans

Consumer and SME Pay Monthly

Increasing ARPU on broadly flat connections

Consumer Prepaid

Resilient ARPU in competitive market

Enterprise and Government

Connections stable, ARPU decline slowed

13

Spark

FY26 Results Summary

$44.12

$44.46

$46.08

$0.80

$44.92

$44.46

$46.08

FY24FY25FY26

Consumer and SME Pay Monthly ARPU

Excl. InsInsuranceARPU

540

516

506

88.0%

89.1%

89.4%

70.0%

75.0%

80.0%

85.0%

90.0%

400

420

440

460

480

500

520

540

560

FY24FY25FY26

NZ Base of Prepaid Customers (000)

Connections% of total prepaid revenue

318

312

310

300

305

310

315

320

FY24FY25FY26

Enterprise & Government Mobile Connections

(000)

Market growth and share
Total mobile market performance

(1)

•FY26 mobile market estimated growth of 1.9%, compared to

+1.3% in FY25

Spark mobile and share performance

(1)

•

On a YoY basis, Spark's market share decline has significantly

slowed – from 1.8pp between FY24 and FY25 to 0.5pp between

FY25 and FY26

•

Spark mobile service revenue share was broadly flat from H1,

with #1 position maintained

SPK-30 materially improving market share trajectory in a growing market

14

Spark

FY26ResultsSummary

(1) All comparisons are market share estimates sourced from IDC as at30 June 2026

MVNO

2.4%

(+0.5%)

Spark

41.0%

(-0.5%)

One NZ

35.9%

(+0.2%)

2 Degrees

20.8%

(-0.2%)

YoY mobile service revenue market share movements

(1)

FY27
From FY26 delivery to a strong FY27 pipeline

Building on FY26 momentum with a strong programme of connectivity activity into FY27

15

(1)Spark ranked first for overall coverage experience and 5G coverage

experiencein Opensignal’s October 2025 NZ Mobile Network

Experience report

(3) Spark and Connexa awarded a contract by the National Infrastructure Funding and Financing.

1.7m addresses includes overlapping coverage into neighbouring areas. Upgrades will start in

the second half of 2026 and are expected to be completed by June 2027

(2) A subset of this number includes an annual projection of data

measured over a three-month period. With ever-increasing numbers

of online threat, it is likely that this number is much higher

FY26

BETTER...

VALUE

NETWORK

CX

•New plans delivering more choice for customers

•Launchedsatellite, roaming, long-term and kids plans

•Network coverage leadership maintained

(1)

•5G+ launched, over half a billion scam attempts blocked

(2)

•Digital acquisition up 30%, call centre volumes down 81k

•Customer satisfaction up for the sixth year running

•New pay-monthly and device upgrade propositions

•Reward and recognition that differentiates

•24hr cell tower battery back-up for ~1.7m addresses

(3)

•5G+ productised

•New app launching

•New store fitouts expanding across NZ

Broadband and Business Connectivity
Broadband:

•Total connections down 4.8% in highly competitive, price driven market

•Decline driven by fixed-line technologies, with fibre and copper accounting for

approximately 75% and wireless 25% – moderating impact on margin

•Broadband gross margin up $1m through product cost management

•Wireless refresh launching in H1 FY27 to further improve competitiveness and bundling

Voice:

•Legacy voice revenues declined in line with long term trend, now only 3.2% of overall

revenue

Business Connectivity:

•FY26 revenue impacted by divestment of Digital Island,transition from legacy managed

data and network products to modern solutions (rate of decline halved from FY25), and

the phasing of hardware sales in IoT, partially offset by the reclassification of some

revenues from private cloud

•Gross margin declined at a slower rate of 6.6%, due to targeted cost reductions and

fewer lower margin IoT hardware sales

•Large-scale collaboration migrations completed in FY26, and significant progress made in

exiting legacy data and networks and security products

•IoT connections grew 5.1% to 2.5m devices, driven by 5G-enabled use cases such as

logistics monitoring for ports and warehouses, and electricity metering

Holding margin in broadband, while business connectivity impacted by divestment, legacy transition, and hardware sales timing

16

Spark

FY26ResultsSummary

FY25FY26% change

Broadband and Business Connectivity Revenue

Broadband

$608m$596m(2.0%)

Voice

$150m$126m(16.0%)

Business Connectivity

(1)

$363m$327m(9.9%)

(1)Includes IoT, Managed data and networks, collaboration, and security

Digital Services Performance

Digital Services: a scaled business adjacent to our core
Cloud • IT Services • Adjacent products

A leading provider

of digital services to

New Zealand’s

B2B market

18

Spark

FY26 Results Summary

Market

leadership

Recurring

revenue

Majority-recurring

revenue across a

diversified digital

services mix

Intellectual

property

CloudIQ (hybrid

cloud), ServiceFlex

(IT services), and

Qrious (Data and AI)

Data

sovereignty

Provides data-

sovereign storage in

New Zealand

Global

partnerships

Relationships with all

hyperscalers,

partnerships with

Microsoft, Infosys,HPE

Long-term

tailwinds

Long-term shift to

cloud and business

digitisation continues

to drive demand

Strategic review of Digital Services
A strategic review of Digital Services marks the logical next step in the execution of SPK-30

Strategicreview

•Strategic review of Digital Servicesunderwayto assess options to maximise

shareholder value

•The next logical step under SPK-30, which focuses Spark on leading in core

connectivity and simplification beyond the core

•External adviser appointed; review expected to complete in H1 FY27

•No certainty the review will result in a transaction, nor as to terms or value

19

Spark

FY26 Results Summary

Performancecontext

•Leading market position: with significant scale, customer base and

recurring revenue

•Simplification progressed: significant progress made simplifying

product sets and labour, and establishing global partnerships that

support efficiency and access to global IP

•Legacy transition: exiting legacy IT products and migrating customers

to modern ServiceFlex product

•Cyclical challenges: New Zealand economic recovery slower than

anticipated, maintaining pressure on business and government

spending

•Structural change in cloud: long-term trend of private cloud shifting

to public cloud – opportunity to add higher value managed services

layer to improve margin and retention

Digital services performance summary
Cloud:

•Overall cloud revenues held broadly steady at $233m

•Public cloud revenue grew 20%, benefiting from long-term demand tailwinds

•Private cloud revenue declined 12%, impacted by a one-off $9m reclassification of

revenue following integration of CCL. Remains a differentiated offering for sovereign

data protected customer requirements and represents ~60% of cloud revenues

•Industry-wide transition from private to public cloud is expected to maintain margin

pressure in the near term

IT Service Management:

•Revenue declined 10.3% to $104m due to the continued migration of customers from

legacy services to Spark’s modern ServiceFlexplatform, alongside subdued project work

•Proactively reducing labour costs faster than revenue decline to mitigate impact

•Capex needs are small and steady, reflecting the capital-light nature of a services

business

Other Digital Services:

•Revenue grew 2.9% to $35m, with further improvement in gross margin driven by

product cost reductions

20

Spark

FY26 Results Summary

FY25FY26% change

Digital Services Revenue

(1)

Cloud

$235m$233m(0.9%)

IT Service Management

$116m$104m(10.3%)

Other Digital Services

(2)

$34m$35m2.9%

Total Digital Services

$385m$372m(3.4%)

Public cloud growth and legacy migration continue to reshape revenue mix

(1)The performance of products and services that now comprise Digital Services is disclosed in a separate

page in the Detailed Financials document that was released to the market on 20 August 2026

(2) Includes adjacent products such as Data Analytics and AI, Digital Identity, and Ubiquity

Financialsummary

FY26financialsummary
22

Spark

REPORTED

(1)

FY25

REPORTED

(1)

FY26

CHANGEADJUSTED

(2)

FY25

ADJUSTED

(2)

FY26

CHANGE

Operating revenues and other gains

3,7253,9496.0%3,7003,700-

Operating expenses

(2,672)(2,654)(0.7%)(2,640)(2,665)0.9%

EBITDAI

1,0531,29523.0%1,0601,035(2.4%)

Net financing cost

(118)(118)-(118)(118)-

Depreciation and amortisation

(590)(602)2.0%(604)(602)(0.3%)

Net investment income/(expense)

2(1)NM2(1)NM

Net earnings before tax expense

34757465.4%340314(7.6%)

Tax expense

(95)(88)(7.4%)(113)(89)(21.2%)

Net earnings after tax expense

25248692.9%227225(0.9%)

Net earnings from discontinuing operation81362.5%---

Total net earnings after tax expense26049991.9%227225(0.9%)

BAU capital expenditure

401401-401401-

Free cash flows excluding spectrum

-

-

-26030818.5%

EBITDAI margin28.3%32.8%4.5%pts28.6%28.0%(0.6)%pts

Effective tax rate

27.4%15.3%

(12.1)%pts

33.2%28.3%

(4.9)%pts

BAU capex to operating revenues and other gains

10.8%10.2%

(0.6)%pts

10.8%10.8%

-%pts

Total earnings per share (cents)

13.625.789.0%12.311.9(3.3%)

Total dividend per share (cents)

25.016.0(36.0%)25.016.0(36.0%)

(1)Reported revenue, expenses, EBITDAI and NPAT exclude the results of the data

centre business which has been classified as a discontinued operation in the

Financial Statements.

FY26ResultsSummary

(2) Adjusted results include the earnings of the data centre business up until the sale, and in FY26 excludes the

$278 million gain on sale from the data centres, and in FY25 excludes the $71 million gain on sale from the

Connexa stake and the $53 million of transformation costs.

Reported EBITDAI up 23.0% on data centre transaction; mobile revenue growth and productivity benefits supporting performance
FY26 financial summary

Adjusted

(1)

result vs. FY25

23

Spark

Reported result vs. FY25

FY26ResultsSummary

•Reported revenue and other gains up 6.0%, or $224m, to $3,949m

•Reported EBITDAI up 23.0%, or $242m, to $1,295m, mainly due to the

gain on sale of the data centre business included in reported results

•Net financing costs of $118m flatto FY25, while tax expense of $88m was

7.4% lower, primarily due to lower underlying EBITDAI as the data centre

gain on sale is non-assessable

•Discontinued earnings of $13m related to the contribution from the data

centre business – up 62.5% as assets held for sale are no longer

depreciated

•BAU capital expenditure flat at $401m as the 5G mobile rollout matures

•Reported NPAT up 91.9% to $499m

•Adjusted revenue and other gainsof $3,700m flat to FY25, driven by growth in

mobile revenue and offset by lower legacy voice and other connectivity

revenue,and five fewer months of data centre contribution following the sale

partway through the year

•Legacy voice revenuecontinuesto become a smaller part of the portfolio, now only

contributing 3.2% of total revenue

•Operating expenses of $2,665m were $25m higher than FY25, driven by:

oProduct cost increase of $30m, mainly through higher sales of products such as

mobile devices ($65m), and offset by product cost savings of $35m;

oNet labour savings of $58m; and

oHigher opex of $53m, due to technology partnership costs, increased marketing

to support growth, severance, and legacy exit costs

•As a result, adjusted EBITDAI was down 2.4%, or $25m, to $1,035m

•Adjusted NPAT down 0.9% to $225m

(1) Adjusted results include the earnings of the data centre business up until the sale, while excluding the $278 million gain onsale, and in FY25

remove the $71 million gain on sale from the Connexa stake and the $53 million of transformation costs. This provides a like-for-like, year-

on-year performance comparison. A detailed reconciliation is contained on page 9 of Spark’s detailed FY26 financial statements.

Cost reduction programme
FY26 productivity programme delivered $40m of benefits across product costs and labour/opex

24

Spark

FY26ResultsSummary

Product costs

•$35m in product cost savings from improved

buying terms with major suppliers, exit of legacy

products, and simplification

•Partially offsetting the net impact of increased

costs as we sold more mobile devices and services

Labour and other opex

•Long-term cost reduction programme embedding structural

productivity improvements across the business

•FY26 productivity benefit of $40m, in line with $40m-$50m

target

•$35m from sustainable product cost reductions, as Spark

simplifies and legacy becomes a smaller part of the business

•$58m in labour savings, partially offset by $53m in other

opexmovements

•As noted in February, savings were weighted to H1, with H2

slowing as expected opexincreases came through and

labour benefits largely landed in H2 FY25

Delivery since H1

•$23m net benefit of the technology delivery model:

o$58m of labour savings and business simplification, less

$35m increase in other opex through partnerships

•Offset by a net $18m increase in other opex, including:

oInflationary pressures, as well as higher H1 marketing

costs ($11m) to support growth, severances ($9m), and

legacy shutdown costs ($6m). These cost increases are

not expected to repeat at the same rate in future years

o$6m in cost reductions from data centre transaction

$908m

$903m

($58m)

$35m

$18m

FY25 Labour

and Other

opex

LabourNew tech

delivery

model

OtherFY26 Labour

and Other

opex

Labour and Other opex FY25-FY26

($5m)

Net impact

of other

opex

movements

$23m net benefit of

tech delivery model

$1732m

$1762m

$65m

($35m)

FY25 Product

costs

Net impact of

revenue

changes

Cost reductionsFY26 Product

costs

Product Costs FY25 - FY26

Cost reduction programme continued
On track to meet FY27 ambition of $110m-$140m of annualised savings

(1)

25

Spark

FY26ResultsSummary

Cost reduction progress since FY25

•Cumulative ongoing cost reductions have built from $61m in FY25 to $101m in FY26

(1) Subject to no material adverse change in operating outlook

$41m

$46m

$20m

$5m

$55m

$35m

FY25FY26 reductionsFY26FY27 ambition

Cumulative ongoing cost reductions

Labour and Other opexProduct Costs

$110m-$140m

Pathway to FY27 target

•Run-rate benefits from FY26 labour reductions and additional

simplification benefits from the organisational structure

change announced in July

•Other opex broadly flat, with inflationary pressures offset by

the cost reduction programme

•Further product cost savings expected from improved buying

terms, legacy product exits, and simplification

•On track to deliver FY27 ambition of $110m-$140m of

annualised savings

1

$61m

$101m

Delivering against our Capital Management Framework
FY26 capital management in line with new framework established in August 2025

ObjectiveFY26 outcome

Maintaining financial strength

•Strong balance sheet

•Targeted metrics consistent with current credit rating

•Net Debt/EBITDA ratio of ~1.7x

(1)

at 30 June 2026, down from 2.2x at 30

June 2025

Investment and portfolio management

•BAU capex – used to sustain and grow the core business organically

(capex to revenue ratio of 10-12%)

•Strategic capex – capital investment outside the core that meets

Spark’s hurdle rates

•FY26 BAU capex of $401m, 10.8% of adjusted revenue

•FY26 strategic capex of $66m

(2)

, representing capex committed as part of

the data centre transaction

Sustainable shareholder returns

•Dividend payout ratio of 70-100% of free cash flow

•Dividend reinvestment plan utilised when appropriate

•Growth in return on invested capital

•FY26 dividend of 16 cps, representing 100% of free cash flow

•DRP reinstated with 0% discount on shares issued in lieu of dividend

•ROIC of 8.4%

(3)

in FY26, flat to FY25 (FY26 Reported ROIC 13.8%vs 8.7% in

FY25)

03

02

01

Spark

26

FY26ResultsSummary

(1)Calculation of net debt/EBITDA consistent with S&P methodology

(2)Committed capex brought forward, reflected in the data centre sale proceeds

(3)Adjusted Return on Invested Capital excludes gain on sale of data centre in FY26, and Connexa gain and transformation costs in FY25

Total FY26 capex (excl. spectrum)
(1)

$467m▲9% YoY

Driven by data centre strategic capex prior to 75% divestment

FY26 BAU capex

$401mFlat on FY25

In line with $380m–$410m guidance; 10.8% of adjusted

revenue

FY26 strategic capex

$66m▲135% YoY

Committed capex brought forward, which was then reflected

in the data centre sale proceeds

Capitalexpenditure

27

Spark

FY26ResultsSummary

Significant BAU capex categories and outcomesFY25 FY26YoY change

Fixed network

and international cables

•Increased capacity for fibre, transport and IP networks to meet

forecasted demand for data growth

•Core networks expansion and resilience programme to improve

reliability

$63m$88m+40%

Infrastructure and

international cable capacity

purchases

Mobile network

•Increased capacity by upgrading 236 existing sites with 4G and 5G

•Extended coverage with 81 new sites built across New Zealand

$171m$140m(18%)

Normalised post 5G

Standalone mobile

core build

IT systems and AI

•Sustaining and licensing core business systems focused on automation

and enterprise efficiency

•Expanding AI investment to embed intelligence across operations,

accelerating automation, and service transformation

$148m$155m+5%

Strategic investment in

automation and AI platforms

for long-term efficiency

(1)FY26 spectrum capex of $7m on 20 MHz of 5G spectrum acquired from Tū Ātea

FY26 BAU investment aligned to SPK-30 priorities – network leadership and resilience, better CX, and efficiency through tech andAI

Freecashflow
28

Spark

FY26 ResultsSummary

Free cash flow calculation

FY25

($m)

FY26

($m)

Change

($m)

Change

(%)

Reported EBITDAI1,0531,29524223.0%

Add EBITDAI from discontinuing operations2518(7)(28.0%)

Less adjusting items and non-cash gains(48)(310)(262)NM

EBITDAI for free cash flow1,0301,003(27)(2.6%)

Less

Cash paid on BAU capex(374)(380)(6)(1.6)%

Cash paid on interest(117)(103)1412.0%

Cash paid on tax payments(186)(127)5931.7%

Cash paid on leases(104)(141)(37)(35.6)%

Change in working capital1156

(1)

45NM

Total cash payments on items above(770)(695)759.7%

Free cash flow2603084818.5%

Cash paid on strategic capex(46)(62)(16)(34.8)%

Free cash flow less strategic capex2142463215.0%

Free cash flow growth supporting a total FY26 dividend of 16cps

(1)Change in working capital has been adjusted by $219m to reflect the sale of IFP receivable book during FY26

•FCF increased 18.5% to $308m and supported a total FY26

dividend 16cps

•EBITDAI for FCF down 2.6% to $1,003m due to partial year’s

contribution from data centresand underlying performance

•Cash paid on BAU Capex consistent with FY25, with a higher

weighting to network and infrastructure spend

•Reduction in cash tax paid, as prepaid tax asset utilisedduring the

year – expected to further benefit FCF in future years

•Cash paid on leases increased $37m, cycling the FY25 lease

incentive of$12m together with increasedmobilesites. It is

expected that FY27 cash leases will continue to increase but by a

lower amount

•Change in working capital delivered a $45m improvement in FCF

Debt
29

Spark

FY26 ResultsSummary

Balance sheet strengthened, with core net debt down 35% to $898m

•Free Cash Flow growth and proceeds from the sale 75% of the data centre business reduced core net debt $494m (or 35%) to $898m

•With lease liabilities consistent at ~$883m, total net debt including leases decreased to $1,781m, with the net debt to EBITDA ratio now at ~1.7x

•Spark remains focused on a strong balance sheet, targeting metrics consistent with current credit rating

**Calculation of net debt/EBITDA consistent with S&P methodology

2.3x

2.2x

2.2x

1.7x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

$m

$500m

$1,000m

$1,500m

$2,000m

$2,500m

$3,000m

H1 25FY25H1 26FY26

Spark Debt Profile

Net debt ex leasesLeasesNet Debt/EBITDAI**

Net debt

FY25

($m)

FY26

($m)

Net debt at hedged rates$1,475$898

Net debt at hedged rates including lease liabilities$2,392$1,781

Debt ratios

Borrowing costs (annualised)5.6%5.5%

(1)

Weighted average debt maturity (years) 3.1 3.1

Debt servicing

(2)

2.2x~1.7x

Gearing61%52%

Interest cover8x8x

(1)Following the sale of the IFP receivables book reported finance costs include the initial loss on sale

of the transaction – this has been excluded to improve comparability with prior periods

(2)Debt servicing is calculated as (Net debt at hedge rates including lease liabilities - captive finance adjustments)/(Adjusted

EBITDAI - captive finance adjustments) which Spark estimates aligns to S&P’s credit rating calculation

Guidance

31
Spark

FY26 ResultsSummary

FY26 ActualFY27 Guidance

Adjusted EBITDAI$1,035m

(2)

$1,010m-$1,080m

BAU capex$401m$350m-$380m

Free cash flow$308m$300m-$350m

Dividend16 cps

90%-100% of FCF

supported by a target

(3)

FY27

dividend range of 16-18 cps

FY27Guidance

(1)

(1)Subject to no material adverse change in operating outlook

(2)Adjusted FY26 EBITDAI includes the earnings of the data centre business up until the sale, while excluding

the $278 million gain on sale

(3) The target FY27 dividend range of 16-18 cps is intended to provide investors with greater clarity on the expected dividend

outcome than a payout ratio alone, while maintaining the discipline of linking dividends to free cash flow generation. Final dividend

decisions remain subject to Board approval.

Appendix

FY26 reported and adjusted earnings reconciliation
FY25FY26

Reported per

Financial

Statements

Discontinued

operation

Adjusting

items

Total

Adjusted

Reported per

Financial

Statements

Discontinued

operation

Adjusting

items

Total

Adjusted

Operating revenues

and other gains

3,72546(71)3,7003,94929(278)3,700

Operating expenses(2,672)(21)53(2,640)(2,654)(11)-(2,665)

EBITDAI1,05325(18)1,0601,29518(278)1,035

Net finance income(118)--(118)(118)--(118)

Depreciation and amortisation(590)(14)-(604)(602)--(602)

Net investment income2--2(1)--(1)

Net earnings before tax34711(18)34057418(278)314

Net tax expense(95)(3)(15)(113)(88)(5)4(89)

Net earnings 2528(33)22748613(274)225

•FY25 and FY26 Reported revenue and EBITDAI exclude the results of the data centre business which is classified as a discontinuedoperation in the Financial Statements

•To assist in comparability, and reporting in a manner consistent with market guidance, adjusted revenue, EBITDAI, and NPAT include the earnings of the data centre

business up until the sale for both years, while FY26 excludes the $278 million gain on sale of data centres, and in FY25excludes the $71 million gain on sale from the

Connexa stake and the $53 million of transformation costs

•The table below provides a reconciliation of reported to adjusted earnings

33

Spark

FY26ResultsSummary

---

Spark New Zealand
Group result - reported

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Operating revenues and other gains1,9561,8641,9161,8091,893 2,0563,725 3,9492246.0%

Operating expenses(1,437) (1,242) (1,510) (1,162) (1,445) (1,209)(2,672) (2,654)180.7%

EBITDAI

519 622 406 647 448 847 1,053 1,295

242 23.0%

Finance income141615161493123(8)(25.8%)

Finance expense(63)(81)(75)(74)(69)(72)(149)(141)85.4%

Depreciation and amortisation(244)(268)(293)(297)(304)(298)(590)(602)(12)(2.0%)

Net investment income / (loss)(3)(5)-2(1)-2(1)(3)NM

Net earnings before income tax223284532948848634757422765.4%

Tax income / (expense)(69)(127)(22)(73)(34)(54)(95)(88)77.4%

Net earnings from continuing operations154157312215443225248623492.9%

Net earnings from discontinued operations2344103813562.5%

Total net earnings for the period156160352256443526049923991.9%

BAU Capital expenditure 267210238163217184401401--%

Strategic Capital expenditure 192214145412286638NM

Capital expenditure excluding spectrum286232252177271196429467388.9%

Reported EBITDAI margin26.5%33.4%21.2%35.8%23.7%41.2%28.3%32.8%4.5pp

Reported effective tax rate30.9%44.7%41.5%24.8%38.6%11.1%27.4%15.3%(12.1pp)

Capital expenditure to operating revenues and other gains14.6%12.4%13.2%9.8%14.3%9.5%11.5%11.8%0.3pp

Reported basic EPS

1

(cents) from continuing operations

8.48.71.612.02.922.813.6 25.712.1 89.0%

Reported diluted EPS (cents) from continuing operations8.48.81.612.02.922.813.6 25.712.1 89.0%

Reported basic EPS (cents) from discontinued operations0.10.20.20.30.50.20.4 0.70.3 75.0%

Reported diluted EPS (cents) from discontinued operations0.10.30.20.30.50.20.4 0.70.3 75.0%

1

Earnings per share

NM denotes ‘not meaningful’

Group result - adjusted

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Adjusted operating revenues and other gains1,9761,8851,9391,7611,9171,7833,7003,700--%

Adjusted operating expenses(1,446)(1,252)(1,491)(1,149)(1,446)(1,219)(2,640)(2,665)(25)(0.9%)

Adjusted EBITDAI

530 633 448 612 471 564 1,060 1,035

(25)(2.4%)

Finance income141615161493123(8) (25.8%)

Finance expense(63)(81)(75)(74)(69)(72)(149)(141)85.4%

Depreciation and amortisation(251)(276)(300)(304)(304)(298)(604)(602)20.3%

Adjusted net investment income / (loss)(3)(5)-2(1)-2(1)(3)NM

Adjusted net earnings before income tax22728788252111203340314(26)(7.6%)

Adjusted income tax expense(70)(102)(32)(81)(38)(51)(113)(89)2421.2%

Adjusted net earnings for the period1571855617173152227225(2)(0.9%)

BAU Capital expenditure 267210238163217184401401--%

Strategic Capital expenditure 192214145412286638NM

Capital expenditure excluding spectrum286232252177271196429467388.9%

Free cash flows excluding spectrum(100)219582021072012603084818.5%

Adjusted EBITDAI margin26.8%33.6%23.1%34.8%24.6%31.6%28.6%28.0%(0.6pp)

Adjusted effective tax rate30.8%35.5%36.4%32.1%34.2%25.1%33.2%28.3%(4.9pp)

Capital expenditure to adjusted operating revenues and other gains14.5%12.3%13.0%10.1%14.1%11.0%11.6%12.6%1.0pp

Adjusted basic EPS (cents)8.610.13.19.23.98.012.311.9(0.4)(3.3%)

Adjusted diluted EPS (cents)8.510.23.19.23.98.012.311.9(0.4)(3.3%)

Declared Dividends

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

Ordinary dividends (cents per share)13.5014.0012.5012.508.008.0025.0016.00(9.00)(36.0%)

Total dividend (cents per share)13.5014.0012.5012.508.008.0025.0016.00(9.00)(36.0%)

FY26 vs FY25

Reported revenue, expenses, EBITDAI and NPAT exclude the results of the data centre business which has been classified as a discontinued operation in the Financial Statements in FY26.

FY26 vs FY25

Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes one-off significant items (such as gains, expenses and impairments) individually greater than $25

million. In the year ended 30 June 2026, the net gain on sale of the data centre business in January 2026 amounted to $278 million and any associated tax impact were deemed significant to adjust. In the year

ended 30 June 2025, the net gain on sale of the remaining Connexa investment of $71 million, the transformation costs associated with Spark’s SPK-26 Operate Programme amounted to $53 million and any

associated tax impacts were deemed significant to adjust.

FY26 vs FY25

Spark New Zealand
Group operating revenues and other gains

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

Connectivity$m$m$m$m$m$m$m$m$m%

Mobile service revenue510500491496499499987998111.1%

Mobile non-service revenue2392252482182552644665195311.4%

Total mobile7497257397147547631,4531,517644.4%

Voice 948678726561150126(24)(16.0%)

Broadband

1

309304302306303293608596(12)(2.0%)

Other connectivity

2

184189182181163164363327(36) (9.9%)

Total connectivity1,3361,3041,3011,2731,2851,2812,5742,566(8)(0.3%)

Other

Cloud109116118117120113235233(2)(0.9%)

IT service management686461554955116104(12)(10.3%)

Procurement and partners339209332206344219538563254.6%

Other products10510910410295105206200(6)(2.9%)

Total other6214986154806084921,0951,10050.5%

Adjusted operating revenues1,9571,8021,9161,7531,8931,7733,6693,666(3)(0.1%)

Other gains19832382410313439.7%

Adjusted operating revenues and other gains1,9761,8851,9391,7611,9171,7833,7003,700--%

Adjusting items - net gain on sale

3

---71-27871278207NM

Operating revenues from discontinued operations(20)(21)(23)(23)(24)(5)(46)(29)1737.0%

Reported operating revenues and other gains1,9561,8641,9161,8091,8932,0563,7253,9492246.0%

1

Wireless broadband revenues and connections are included in broadband revenues and connections.

2

Other connectivity includes IoT, managed data and networks, security and collaboration.

Group operating expenses

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

Product costs$m$m$m$m$m$m$m$m$m%

Connectivity

Total mobile(253)(231)(251)(206)(258)(232)(457)(490)(33)(7.2%)

Voice(43)(38)(36)(32)(30)(27)(68)(57)1116.2%

Broadband(161)(164)(162)(169)(162)(156)(331)(318)133.9%

Other connectivity(98)(108)(96)(100)(85)(86)(196)(171)25 12.8%

Other

Cloud(38)(47)(61)(50)(63)(58)(111)(121)(10)(9.0%)

IT service management(9)(21)(18)(15)(13)(17)(33)(30)39.1%

Procurement and partners(315)(168)(307)(166)(325)(197)(473)(522)(49)(10.4%)

Other product costs(27)(28)(34)(29)(23)(30)(63)(53)1015.9%

Total product costs(944)(805)(965)(767)(959)(803)(1,732)(1,762)(30)(1.7%)

Labour(279)(233)(271)(172)(216)(169)(443)(385)5813.1%

Other operating expenses

Network support costs(40)(33)(52)(27)(57)(50)(79)(107)(28)(35.4%)

Computer costs(52)(63)(74)(58)(75)(80)(132)(155)(23)(17.4%)

Accommodation costs(29)(29)(29)(26)(27)(23)(55)(50)59.1%

Electricity - Data Centres

1

(2)(2)(3)(4)(4)-(7)(4)3 42.9%

Electricity - non Data Centres(17)(17)(16)(18)(17)(17)(34)(34)--%

Advertising, promotions and communication(33)(21)(31)(27)(42)(27)(58)(69)(11)(19.0%)

Bad debts(7)(8)(10)(9)(10)(6)(19)(16)315.8%

Other(43)(41)(40)(41)(39)(44)(81)(83)(2)(2.5%)

(223)(214)(255)(210)(271)(247)(465)(518)(53)(11.4%)

Adjusted operating expenses(1,446)(1,252)(1,491)(1,149)(1,446)(1,219)(2,640)(2,665)(25)(0.9%)

Transformation costs--(29)(24)--(53)-53100.0%

Operating expenses from discontinued operations91010111012111(10)(47.6%)

Separation costs----(9)9----%

Reported operating expenses(1,437)(1,242)(1,510)(1,162)(1,445)(1,209)(2,672)(2,654)180.7%

1

Estimated electricity costs to run Spark Group's dedicated data centres.

Group FTEs

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

FTE permanent5,3565,0724,4563,7923,5843,2923,792 3,292 (500)(13.2%)

FTE contractors 97709455482555 25 (30)(54.2%)

Total FTE5,4535,1424,5503,8473,6323,3173,847 3,317 (530)(13.8%)

FY26 vs FY25

FY26 vs FY25

3

FY25 is net gain on sale of Connexa and FY26 is net gain on sale of data centres.

FY26 vs FY25

Spark New Zealand

Gross margin by product

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Total mobile4964944885084965319961,027313.1%

Voice5148424035348269(13)(15.9%)

Broadband14814014013714113727727810.4%

Other connectivity868186817878167156(11)(6.6%)

Cloud716957675755124112(12)(9.7%)

IT service management5943434036388374(9)(10.8%)

Procurement and partners2441254019226541(24)(36.9%)

Other products78816973727514214753.5%

Adjusted product gross margin

1,013 997 950 986 934 970 1,936 1,904

(32)(1.7%)

Other gains19832382410313439.7%

Adjusted gross margin

1,032 1,080 974 994 958 980 1,968 1,938

(30)(1.5%)

Gross margin from discontinued operations(20)(20)(23)(22)(24)

(5)

(45)(29)1635.6%

Gain on sale/divestment of Connexa & data centres

---71- 278

71278207NM

Reported gross margin

1,012 1,060 951 1,043 934 1,253

1,9942,1871939.7%

Finance expense & income

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Finance expense

Finance expense on debt(33)(42)(41)(38)(35)(31)(79)(66)13 16.5%

Other interest and finance expenses(8)(15)(10)(10)(10)(15)(20)(25)(5) (25.0%)

Lease interest expense(24)(24)(25)(26)(26)(25)(51)(51)--%

Leased customer equipment interest expense(4)(4)(3)(3)(2)(3)(6)(5)116.7%

(69)(85)(79)(77)(73)(74)(156)(147)95.8%

Capitalised interest64434276(1)(14.3%)

(63)(81)(75)(74)(69)(72)(149)(141)85.4%

Finance income

Finance lease interest income44444488--%

Other interest income101211121052315(8) (34.8%)

141615161493123(8)(25.8%)

Depreciation and amortisation expense

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Depreciation and amortisation expense

Depreciation - property, plant and equipment(112)(123)(147)(138)(139)(131)(285)(270)155.3%

Depreciation - right-of-use assets(42)(47)(50)(55)(53)(58)(105)(111)(6) (5.7%)

Depreciation - leased customer equipment assets(17)(16)(13)(14)(13)(14)(27)(27)--%

Amortisation - intangible assets(80)(90)(90)(97)(99)(95)(187)(194)(7) (3.7%)

Adjusted depreciation and amortisation expense(251)(276)(300)(304)(304)(298)(604)(602)20.3%

Depreciation and amortisation expense from discontinued operations7877--14-(14) (100.0%)

Reported depreciation and amortisation expense(244)(268)(293)(297)(304)(298)(590)(602)(12) (2.0%)

Net investment income / (loss)

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

Net investment income$m$m$m$m$m$m$m$m$m%

Share of associates' and joint ventures' net losses(8)(9)(6)-(1)(1)(6)(2)4 66.7%

Interest income on loans receivable from associates and joint ventures6662--8-(8) (100.0%)

Impairment of investments-(2)--------%

Net disposal and remeasurement of equity accounted investments(1)---------%

Fair value gain on receivables measured at FVTPL-----1-11NM

Adjusted net investment income(3)(5)-2(1)-2(1)(3)NM

Reported net investment income(3)(5)-2(1)-2(1)(3)NM

FY26 vs FY25

FY26 vs FY25

FY26 vs FY25

FY26 vs FY25

Spark New Zealand
Other connectivity

Analysis & KPIs - Voice

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

000's000's000's000's000's000's000's000's000's%

POTS and ISDN6959493927133913(26)(66.7%)

VoIP5351484946474947(2)(4.1%)

Voice over wireless86655454(1)(20.0%)

Total voice connections1301161039378649364(29)(31.2%)

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Total voice revenue948678726561150126(24)(16.0%)

Voice product costs

1

(43)(38)(36)(32)(30)(27)(68)(57)11 16.2%

Voice gross margin

5148424035 348269

(13)(15.9%)

Voice gross margin %54.3%55.8%53.8%55.6%53.8% 55.7%54.7%54.8% 0.1pp

1

Includes voice access (baseband), interconnect, and international calling costs.

Analysis & KPIs - Broadband

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

000's000's000's000's000's000's000's000's000's%

Copper5443362620162616(10)(38.5%)

Fibre427428424422417408422408(14)(3.3%)

Wireless214216218213212205213205(8)(3.8%)

Total broadband connections695687678661649629661629(32)(4.8%)

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Total broadband revenue309304302306303293608596(12)(2.0%)

Broadband product costs

2

(161)(164)(162)(169)(162)(156)(331)(318)133.9%

Broadband gross margin14814014013714113727727810.4%

Broadband gross margin %47.9%46.1%46.4%44.8%46.5%46.8%45.6%46.6%1.0pp

2

Includes broadband access (UBA/UCLL/Fibre) and modem costs.

Analysis & KPIs - Other connectivity

3

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Other connectivity revenue184189182181163164363327(36)(9.9%)

Other connectivity product costs(98)(108)(96)(100)(85)(86)(196)(171)2512.8%

Other connectivity gross margin868186817878167156(11)(6.6%)

Other connectivity gross margin %46.7%42.9%47.3%44.8%47.9%47.6%46.0%47.7%1.7pp

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

000's000's000's000's000's000's000's000's000's%

Total IoT connections1,7992,0482,2502,3762,4292,4982,3762,4981225.1%

3

Other connectivity includes IoT, managed data and networks, security and collaboration.

FY26 vs FY25

FY26 vs FY25

Voice connections by typeFY26 vs FY25

FY26 vs FY25

Broadband connections by technologyFY26 vs FY25

FY26 vs FY25

Spark New Zealand
Core Connectivity

Analysis & KPIs - Mobile

Consumer & SMEH1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

Pay monthly

Connections (k)

1

1,1881,1991,2071,2051,203 1,1981,2051,198(7) (0.6%)

ARPU ($)45.5144.3444.0344.9046.2345.9544.4646.081.623.6%

Prepaid

Connections (k)1,2101,1731,1061,1121,0771,0721,1121,072(40)(3.6%)

ARPU ($)16.0915.8816.2116.0015.9815.9816.1015.98(0.12)(0.7%)

Total Consumer & SME mobile service revenue ($m)438431428433437436861873121.4%

Enterprise & Government

Pay monthly

Connections (k)

1

337318312312308310312310(2) (0.6%)

ARPU ($)30.4829.5027.1826.5425.0524.5926.7424.82(1.92)(7.2%)

Total Enterprise & Government mobile service revenue ($m)62585149474610093(7)(7.0%)

Wholesale & other

2

Mobile service revenue ($m)1011121415172632623.1%

Total mobile service revenue510500491496499499987998111.1%

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

Total mobile$m$m$m$m$m$m$m$m$m%

Mobile service revenue510500491496499499987998111.1%

Mobile non-service revenue

3

2392252482182552644665195311.4%

Total mobile revenue7497257397147547631,4531,517644.4%

Mobile product costs

4

(253)(231)(251)(206)(258)(232)(457)(490)(33) (7.2%)

Mobile gross margin4964944885084965319961,027313.1%

Mobile gross margin %66.2%68.1%66.0%71.1%65.8% 69.6%68.5%67.7% (0.8pp)

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

000's000's000's000's000's000's000's000's000's%

Pay monthly connections1,5251,5171,5191,5171,511 1,5081,5171,508(9) (0.6%)

Prepaid connections1,2101,1731,1061,1121,077 1,0721,1121,072(40) (3.6%)

Internal connections44433232(1) (33.3%)

Total mobile connections

5

2,7392,6942,6292,6322,591 2,5822,6322,582(50) (1.9%)

Total ARPU ($)30.6630.0330.1730.4131.08 30.8530.2930.960.67 2.2%

1

The divestment of Digital Island resulted in connection transfers from Enterprise & Government to Consumer & SME, which is reflected in these connection numbers.

2

Includes MVNO revenue, but excludes other customer segment mobile revenue which is now captured in non-service revenue.

4

Includes handset, interconnect and cellphone tower access costs.

5

Mobile connections excluding MVNO connections but including legacy machine to machine, SIM based SmartWatch connections and internal connections.

FY26 vs FY25

FY26 vs FY25

FY26 vs FY25

3

Mobile non-service revenue includes handset sales, mobile interconnect, mobile equipment supplied to customers and partners, and other non-usage mobile revenues

Spark New Zealand
Other

Analysis & KPIs - Cloud

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Cloud revenue109116118117120113235233(2)(0.9%)

Cloud product costs(38)(47)(61)(50)(63)(58)(111)(121)(10)(9.0%)

Cloud gross margin716957675755124112(12)(9.7%)

Cloud gross margin%65.1%59.5%48.3%57.3%47.5%48.7%52.8%48.1%(4.7pp)

Analysis & KPIs - IT Service Management

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

IT Service Management revenue686461554955116104(12)(10.3%)

IT Service Management product costs(9)(21)(18)(15)(13)(17)(33)(30)39.1%

IT Service Management gross margin5943434036388374(9)(10.8%)

IT Service Management gross margin %86.8%67.2%70.5%72.7%73.5%69.1%71.6%71.2%(0.4pp)

Analysis & KPIs - Procurement and partners

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Procurement and partners revenue339209332206344219538563254.6%

Procurement and partners product costs(315)(168)(307)(166)(325)(197)(473)(522)(49)(10.4%)

Procurement and partners gross margin2441254019226541(24)(36.9%)

Procurement and partners gross margin %7.1%19.6%7.5%19.4%5.5%10.0%12.1%7.3%(4.8pp)

FY26 vs FY25

FY26 vs FY25

FY26 vs FY25

Spark New Zealand
Statement of cash flows

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Cash flows from operating activities

Receipts from customers

1

1,972 1,739 1,977 1,717 1,938 1,716 3,6943,654(40)(1.1%)

Receipts from sale of interest-free payment (IFP) receivables - - - - 239 116 -355355NM

Payments for collections on derecognised IFP receivables and buy backs - - - - - (117)-(117)(117)NM

Receipts from interest 13 15 15 14 13 7 2920(9)(31.0%)

Payments to suppliers and employees (1,519) (1,134) (1,566) (1,145) (1,509) (1,109)(2,711) (2,618)933.4%

Payments for income tax (net of refunds) (101) (88) (78) (108) (14) (113)(186)(127)5931.7%

Payments for interest on debt (31) (49) (46) (44) (37) (31)(90)(68)2224.4%

Payments for interest on leases (23) (23) (24) (26) (25) (25)(50)(50)--%

Payments for interest on leased customer equipment assets (4) (3) (3) (3) (2) (3)(6)(5)116.7%

Net cash flows from operating activities

307 457 275 405

603 441

6801,04436453.5%

Cash flows from investing activities

Proceeds from sale of property, plant and equipment 14 20 2 - - 1 21(1)(50.0%)

Proceeds from sale of business, net of cash acquired - 4 - 8 - 462 8462454NM

Proceeds from sale of long-term investments - - - 309 48 - 30948(261)(84.5%)

Proceeds from long-term investments - 7 - 17 - 21 1721423.5%

Receipts from finance leases 1 - - - - 1 -11NM

Receipts from loans receivable 10 - 3 - - - 3-(3)(100.0%)

Payments for purchase of business, net of cash acquired (2) (3) (2) - - - (2)-2100.0%

Payments for, and advances to, long-term investments (1) - - - - - ----%

Payments for assets classified as held for sale

2

- - - - (51) (11)-(62)(62)NM

Payments for purchase of property, plant and equipment, intangibles

(excluding spectrum) and capacity

(347) (235) (228) (204) (208) (166)(432)(374)5813.4%

Payments for spectrum intangible assets - (8) - (10) (1) - (10)(1)990.0%

Payments for capitalised interest (6) (4) (4) (3) (4) (2)(7)(6)114.3%

Net cash flows from investing activities (331) (219) (229) 117 (216) 306 (112)90202NM

Cash flows from financing activities

Net proceeds from/(repayments of) debt and derivatives 489 21 190 (387) (42) (422)(197)(464)(267)NM

Payments for dividends (249) (245) (160) (142) (236) (151)(302)(387)(85)(28.1%)

Payments for share buy-back (159) - - - - - ----%

Payments for discounts on derecognised IFP receivables - - - - - (19)-(19)(19)NM

Payments for leases (38) (40) (44) (48) (44) (64)(92)(108)(16)(17.4%)

Receipts from lease incentive - - 22 - - - 22-(22)(100.0%)

Payments for leased customer equipment assets (20) (14) (11) (13) (14) (19)(24)(33)(9)(37.5%)

Net cash flows from financing activities 23 (278) (3) (590) (336) (675)(593) (1,011)(418)(70.5%)

Net cash flows (1) (40) 43 (68) 51 72 (25)123148NM

Opening cash and cash equivalents position 100 99 59 102 34 85 5934(25)(42.4%)

Closing cash and cash equivalents position

3

99 59 102 34 85 157 34157123NM

3

FY26 balance comprises $52 million of cash in banks and $105 million of short-term deposits which are classified as cash equivalents.

Analysis & KPIs - Free cash flows and movement in working capital

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Reported EBITDAI 519 622 406 647 448 847 1,053 1,295 242 23.0%

EBITDAI from discontinued operations 11 11 13 12 14 4 25 18 (7)(28.0%)

Adjusting items and non cash other gains(20) (58) 6 (54) (15) (295) (48) (310) (262)NM

EBITDAI for free cash flow

510 575 425 605 447 556 1,030 1,003 (27)(2.6%)

Less

Cash paid on BAU capital expenditure (334) (207) (212) (162) (212) (168) (374) (380) (6)(1.6%)

Cash paid on interest (45) (60) (58) (59) (51) (52) (117) (103) 14 12.0%

Cash paid on tax payments (101) (88) (78) (108) (14) (113) (186) (127) 59 31.7%

Cash paid on leases (57) (54) (43) (61) (58) (83) (104) (141) (37)(35.6%)

Total cash payments on items above (537) (409) (391) (390) (335) (416) (781) (751) 30 3.8%

Change in working capital

Change in receivables 27 (78) 80 (57) 254 (62) 23 192 169 NM

Change in payables (20) 65 41 (50) 75 20 (9) 95 104 NM

Change in inventory (27) 18 (25) 32 (42) 31 7 (11) (18)NM

Change in contract assets (8) 12 (6) 4 (1) 2 (2) 1 3 NM

Change in prepayments (excluding CAPEX) (45) 36 (66) 58 (78) 76 (8) (2) 6 75.0%

IFP adjustment - - - - (213) (6) - (219) (219)NM

Total change in working capital - (increase)/decrease (73) 53 24 (13) (5) 61 11 56 45 NM

Free cash flow (100) 219 58 202 107 201 260 308 48 18.5%

Cash paid on strategic capital expenditure (19) (22) (14) (32) (51) (11) (46) (62) (16)(34.8%)

Free cash flow less strategic capex (119) 197 44 170 56 190 214 246 32 15.0%

FY26 vs FY25

1

FY26 balances include $99 million of cash collected on behalf of Challenger Limited. See note 1.5 of the Financial Statements for further details.

FY26 vs FY25

2

FY26 payments were for capital expenditure on data centre assets prior to their sale. This expenditure was recovered as part of the proceeds received from the sale of the data centre business. See note 1.4 of the Financial

Statements for further details.

Spark New Zealand
Group capital expenditure (Capex)

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

BAU Capex$m$m$m$m$m$m$m$m$m

%

Cloud2413925

3118(3)(27.3%)

Fixed network & International cable capacity5510372646

4263882539.7%

IT systems8067737581

7414815574.7%

Mobile network6524912981

591201402016.7%

Property74432

577--%

Other461

-

2

1132NM

5G Acceleration & SA Readiness 32742328

--51-(51)(100.0%)

Converged tech

-

12

--------%

Total BAU capex excluding spectrum267210238163217184401401--%

Strategic Capex

Data centres1922141454

12286638NM

Total capex excluding spectrum286232252177271196429467388.9%

Mobile spectrum23

---

7

--77NM

Total capex including spectrum3092322521772781964294744510.5%

Cash Capex

BAU

33420721216221216837438061.6%

Strategic

19221432511146621634.8%

Total cash capex excluding spectrum353229226194263179420442225.2%

FY26 vs FY25

Capital expenditure is the additions to property, plant and equipment, and intangible assets (excluding spectrum, goodwill, acquisitions, assets fully funded by customers or vendors, and other non-cash

additions that may be required by NZ IFRS, such as decommissioning costs), assets classified as held for sale, and additions to capacity right-of-use assets where such additions are paid up front.

Spark New Zealand
Reconciliation of reported to adjusted net earnings

FY26

Operating revenues and other gains

3,94929(278)3,700

Operating expenses

(2,654)(11)-(2,665)

Total EBITDAI

1,29518(278)1,035

Net finance expense

(118)--(118)

Depreciation and amortisation

(602)--(602)

Net investment income / (loss)

(1)--(1)

Total net earnings before tax

57418(278)314

Net tax expense

(88)(5)4(89)

Net earnings

48613(274)225

FY25

Operating revenues and other gains

3,72546(71)3,700

Operating expenses

(2,672)(21)53(2,640)

Total EBITDAI

1,05325(18)1,060

Net finance expense

(118)--(118)

Depreciation and amortisation

(590)(14)-(604)

Net investment income / (loss)

2--2

Total net earnings before tax

34711(18)340

Net tax expense

(95)(3)(15)(113)

Net earnings

2528(33)227

3

FY25 balances include the net gain on sale of the remaining Connexa investment of $71 million, the transformation costs associated with Spark’s SPK-26 Operate Programme amounted to $53

million and any associated tax impacts.

Reported (continuing operations)

Discontinued operations

1

Adjusting items

3

Total adjusted

1

The data centre business was classified as a discontinued operation in FY25, see note 1.4 of the Financial Statements for further details.

2

FY26 balances include the net gain on sale of the data centre business in January 2026 amounted to $278 million and any associated tax impact.

Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes one-off significant items (such as gains, expenses and impairments) individually greater

than $25 million. In the year ended 30 June 2026, the net gain on sale of the data centre business in January 2026 amounted to $278 million and any associated tax impact were deemed significant

to adjust. In the year ended 30 June 2025, the net gain on sale of the remaining Connexa investment of $71 million, the transformation costs associated with Spark’s SPK-26 Operate Programme

amounted to $53 million and any associated tax impacts were deemed significant to adjust.

Reported (continuing operations)

Discontinued operations

1

Adjusting items

2

Total adjusted

Spark New Zealand
Format below reflects Spark's next step towards SPK-30 distinguishing Core Connectivity from Other Services

Group operating revenues and other gains

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

Connectivity$m$m$m$m$m$m$m$m$m%

Mobile service revenue510500491496499499987998111.1%

Mobile non-service revenue2392252482182552644665195311.4%

Total mobile7497257397147547631,4531,517644.4%

Voice 948678726561150126(24)(16.0%)

Broadband309304302306303293608596(12)(2.0%)

Other connectivity184189182181163164363327(36)(9.9%)

Total connectivity1,3361,3041,3011,2731,2851,2812,5742,566(8)(0.3%)

Digital services

Cloud109116118117120113235233(2)(0.9%)

IT service management686461554955116104(12)(10.3%)

Other digital services

1

151615191718343512.9%

Total digital services192196194191186186385372(13)(3.4%)

Other

Procurement and partners339209332206344219538563254.6%

Other products

2

909389837887172165(7)(4.3%)

Total other429302421289422306710728182.5%

Adjusted operating revenues1,9571,8021,9161,7531,8931,7733,6693,666(3)(0.1%)

Other gains19832382410313439.7%

Adjusted operating revenues and other gains1,9761,8851,9391,7611,9171,7833,7003,700--%

Group product costs

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26 H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Connectivity

Total mobile(253)(231)(251)(206)(258)(232)(457)(490)(33)(7.2%)

Voice(43)(38)(36)(32)(30)(27)(68)(57)1116.2%

Broadband(161)(164)(162)(169)(162)(156)(331)(318)133.9%

Other connectivity(98)(108)(96)(100)(85)(86)(196)(171)2512.8%

Total connectivity (555)(541)(545)(507)(535)(501)(1,052)(1,036)161.5%

Digital services

Cloud(38)(47)(61)(50)(63)(58)(111)(121)(10)(9.0%)

IT service management(9)(21)(18)(15)(13)(17)(33)(30)39.1%

Other digital services

1

(4)(3)(4)(5)(4)-(9)(4)555.6%

Total digital services(51)(71)(83)(70)(80)(75)(153)(155)(2)(1.3%)

Other

Procurement and partners(315)(168)(307)(166)(325)(197)(473)(522)(49)(10.4%)

Other products

2

(23)(25)(30)(24)(19)(30)(54)(49)59.3%

Total other (338)(193)(337)(190)(344)(227)(527)(571)(44)(8.3%)

Adjusted product costs(944)(805)(965)(767)(959)(803)(1,732)(1,762)(30)(1.7%)

Gross margin by product

H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26FY25FY26

$m$m$m$m$m$m$m$m$m%

Connectivity

Total mobile4964944885084965319961,027313.1%

Voice5148424035348269(13)(15.9%)

Broadband14814014013714113727727810.4%

Other connectivity868186817878167156(11)(6.6%)

Total connectivity 7817637567667507801,5221,53080.5%

Digital services

Cloud716957675755124112(12)(9.7%)

IT service management5943434036388374(9)(10.8%)

Other digital services

1

1113101412182430625.0%

Total digital services141125110121105111231216(15)(6.5%)

Other

Procurement and partners2441254019226541(24)(36.9%)

Other products

2

676859596057118117(1) (0.8%)

Total other 9110984997979183158(25)(13.7%)

Adjusted product gross margin1,0139969509869349701,9361,904(32)(1.7%)

Other gains19832382410313439.7%

Adjusted gross margin1,0321,0809749949589801,9681,938(30)(1.5%)

1

Other digital services includes Data, analytics and AI, Ubiquity and Digital Identity.

2

Other products include network infrastructure delivery and products outside main categories.

FY26 vs FY25

FY26 vs FY25

FY26 vs FY25

---

Corporate
Governance

Statement

FY26

The Board and Management of Spark New Zealand Limited (Spark) are committed
to maintaining high standards of corporate governance.

Spark’s governance structures and processes are regularly reviewed by the Board to

ensure that they meet international best practice.

Spark is required to report against the NZX Corporate Governance Code (NZX Code)

and has elected to consider and substantially comply with the ASX Corporate

Governance Council’s Principles and Recommendations (the Fourth Edition).

This statement is a snapshot of Spark’s practices, processes and policies measured

against the principles of the NZX Code for the period from 1 July 2025 to 30 June 2026.

It was approved by the Board on 19 August 2026 and is accurate as at that date.

Annual Corporate Governance Statement FY26

Justine Smyth, CNZM

Chair

Spark New Zealand

Annual Corporate Governance Statement FY26

2

Recommendation 1.1
The board should document minimum standards of

ethical behaviour to which the issuer’s directors and

employees are expected to adhere (a code of ethics).

Spark has an integrated company-wide compliance

framework. A Code of Ethics (which applies to all

employees) and Directors’ Code of Ethics (together,

the Codes), together set out the standards by which

our people are expected to conduct themselves.

These Codes provide guidance on decision-making

and set out to instil a culture of acting lawfully, ethically,

and responsibly. Spark has a Whistleblowing Policy

which outlines the range of options for Spark people

to raise concerns or report wrongdoing, and sets out

the protections and processes that apply when

concerns are raised.

The Code of Ethics contains links to Spark’s core

policies, and details our values and expected

behaviours. It also sets out Spark’s approach to

conflicts of interest, bribery and corruption, gifts and

hospitality, confidentiality, use of assets and

information, and compliance with laws. Also set out in

the Codes are Spark’s compliance escalation

procedures that are designed to be used to report

breaches of Spark’s legal obligations, the Codes

themselves, or other Spark policies. Any breaches can

be reported through Spark’s whistleblowing reporting

channels, including via Spark’s ‘Honesty Box’

confidential whistle-blowing online portal or directly to

the Chief Executive Officer (CEO).

Training on Spark’s Code of Ethics and how to apply

this is compulsory for all employees. It is delivered

through a series of online modules within Spark’s

learning management system. This training forms part

of the onboarding journey for new employees, and

annual completion of the module for existing

employees is required to maintain compliance. We

reinforce this training through regular reminders from

People Leaders and broader internal communication

across the business. The module content is reviewed

annually and updated to reflect any code/policy

changes, if necessary. We also embed relevant aspects

of the Code into Spark ‘plays’. Plays are one-page

online guides on how to carry out common activities at

Spark. Spark provides mandatory training on the

importance of raising concerns and the reporting

options available under its Whistleblowing Policy,

supported by regular companywide reminders. The

Directors’ Code of Ethics is provided to new directors

as part of their induction.

Spark’s Code of Ethics, the Directors’ Code of Ethics and

the Whistleblowing Policy can be found here.

Principle 1:

Ethical Standards

“ Directors should set high

standards of ethical

behaviour, model this

behaviour and hold

management accountable

for these standards being

followed throughout the

organisation.”

Spark New Zealand

Annual Corporate Governance Statement FY26

3

Recommendation 1.2
An issuer should have a financial product dealing

policy which applies to employees and directors.

Spark’s Insider Trading Policy and Disclosure Policy

(together with the associated procedures for

implementation) are core policies that address the

treatment of material information and trading in

Spark and other issuers’ financial products while in

possession of material information.

These policies apply to all directors, senior managers

and employees of the Spark group of companies.

Spark’s Insider Trading Policy and the

Disclosure Policy can be found here.

Principle 1: Ethical Standards (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

4

Recommendation 2.1
The board of an issuer should operate under a written

charter which sets out the roles and responsibilities of

the board. The board charter should clearly

distinguish and disclose the respective roles and

responsibilities of the board and management.

The Board of Directors is elected by shareholders to

protect and enhance the value of the assets of Spark in

the interests of Spark and its shareholders. The Board

has statutory responsibility for the affairs and activities

of Spark, which in practice is achieved through

delegation to the CEO and those who are charged

with the day-to-day leadership and management of

Spark. The CEO has formally delegated certain

authorities to direct reports and has established an

empowerment (delegated authority) framework that

sets out decision rights at Spark.

The Board regularly reviews and assesses Spark’s

governance structures and processes to ensure that

they are consistent with international best practice in

both form and substance.

Information regarding the respective roles and

responsibilities of the Board and Management is set

out in the Board Charter, which can be found here.

Recommendation 2.2

Every issuer should have a procedure for the

nomination and appointment of directors to the

board.

The procedures for the appointment and removal of

directors are governed by Spark’s constitution, the

Companies Act 1993 and relevant stock exchange

listing rules.

Recommendations for nominations of new directors are

generally made by the Nominations and Corporate

Governance Committee (NOMs) and considered by

the Board as a whole. External consultants are from

time to time used to access a wide base of potential

candidates, and to review and provide input on the

suitability of candidates for appointment.

When recommending a candidate to act as Director,

the NOMs takes into account factors including the

candidate’s experience, qualifications, and personal

qualities. In doing so Spark will undertake appropriate

checks, including as to the candidate’s character,

education, any criminal record, and bankruptcy history.

The NOMs will review the candidate’s skills and

experience relative to the Board skills matrix to

determine whether they will augment the existing

Board skillset, and assess their availability to commit

themselves to the role.

Principle 2:

Board Composition & Performance

“ To ensure an effective board,

there should be a balance

of independence, skills,

knowledge, experience

and perspectives.”

Spark New Zealand

Annual Corporate Governance Statement FY26

5

Recommendation 2.4
Every issuer should disclose information about each

director in its annual report or on its website,

including:

a. a profile of experience, length of service and

ownership interests;

b. the director’s attendance at board meetings; and

c. the board’s assessment of the director’s

independence.

A biography of each Board member can be found on

Spark’s website, with key information about each

Board member also outlined on page 18 of the FY26

Annual Report. Director ownership interests (including

relevant interests in Spark shares) are disclosed on

page 59 of the FY26 Annual Report.

The Board skills matrix that outlines the qualifications,

capabilities, geographical location, tenure, and gender

of each member of the Board can be found in the

Governance section of the FY26 Annual Report.

Board and Committee meeting attendance can be

found on page 56 of the FY26 Annual Report.

The Board’s statement regarding Director

independence can be found on page 55 of the FY26

Annual Report.

If the Board appoints a new Director during the

financial year, that person will stand for election by

shareholders at the next annual meeting. Shareholders

are provided with relevant information on the candidates

standing for election in the notice of meeting.

Recommendation 2.3

An issuer should enter into written agreements with

each newly appointed director establishing the terms

of their appointment.

Each Director has a signed letter of appointment or

employment agreement setting out the terms of their

appointment, including their duties, terms, conditions

of appointment, expectations of the role, and

remuneration. Spark directors have no fixed term of

office but are subject to the retirement provisions

contained in Spark’s constitution and relevant stock

exchange listing rules.

Recommendation 2.5

An issuer should have a written diversity policy

which includes requirements for the board or a

relevant committee of the board to set measurable

objectives for achieving diversity (which, at a

minimum, should address gender diversity) and to

assess annually both the objectives and the entity’s

progress in achieving them.

Spark’s Board believes that diverse teams and diversity

of thought are essential for driving strategic growth,

enhancing customer experience, and improving

overall business performance.

Spark’s commitment to diversity, equity, and inclusion

is a strategic business priority, and there is an ongoing

focus on attracting, retaining, and progressing a

diverse range of people across the business. We have

measurable ambitions to improve female

representation and reduce our median gender pay

gap, and these are reported on annually.

Spark’s Diversity and Inclusion Policy sets out the

requirement for the Board to set and review

measurable objectives for achieving diversity each

year. As a baseline for measurable objectives for

diversity of Board composition, the policy requires

Spark to ensure it has an objective in accordance with,

Principle 2: Board Composition & Performance (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

6

Recommendation 2.6
Directors should undertake appropriate training to

remain current on how to best perform their duties as

directors of an issuer.

The Board introduces new Directors to Management

and business operations through tailored induction

programmes designed to meet individual

requirements.

Directors receive regular updates on pertinent industry

developments and company matters, which include

site visits to Spark facilities and briefings from key

members of the Leadership Team or external experts,

and Director-led education discussions where

Directors share insights from recent professional

development, governance programmes, industry

forums, and other continuing education activities. The

Board expects all Directors to undertake continuous

education so that they may appropriately and

effectively perform their duties.

or in excess of, the standard set out in the NZX

Corporate Governance Code, that the composition of

the Board is not to have fewer than 30% of its directors

being male and not fewer than 30% of its directors

being female, within a specified period.

The Human Resources and Compensation Committee

(HRCC) annually reviews and reports to the Board on

the relative proportion of gender and cultural diversity

that makes up Spark’s workforce and recommends

objectives to the Board, assesses progress towards

these objectives and ensures transparency through

disclosures in the Annual Report.

Further details on diversity, equity and inclusion at

Spark, and reporting on our workforce demographics,

can be found in the ‘Our People’ section of the FY26

Annual Report.

Spark’s Diversity and Inclusion policy can be found here.

Recommendation 2.7

The board should have a procedure to regularly

assess director, board and committee performance.

The Board regularly discusses governance and

performance, and annually reviews its own

performance as a whole against the Board Charter,

and each Committee’s performance against its charter.

The Chair meets with Directors to discuss the

performance of each Director individually.

Board evaluations are undertaken annually to seek

Director, and, where appropriate, Leadership Team

feedback on a range of matters relating to Board

performance, including its role and composition and

engagement with Management, shareholders and

stakeholders.

The collective results of the evaluation are then

reported to the Board by the Chair and discussed

individually with Directors. The last Board evaluation

review was undertaken in May 2026.

Principle 2: Board Composition & Performance (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

7

Recommendation 2.9
An issuer should have an independent chair

of the board.

The Chair is elected by the Board. The Chair’s role is to

manage and provide leadership to the Board and to

facilitate the Board’s interface with the CEO.

The current Chair, Justine Smyth, is a Non-Executive

and Independent Director as required by the Board

Charter. The Board does not have a Deputy Chair.

Recommendation 2.8

A majority of the board should be independent

directors.

Spark’s Board Charter requires that a majority of

directors must be independent.

Each Director is required to provide the Board with all

the information it needs to undertake an annual

assessment of the director’s independence. The Board

confirms that a majority of Directors are Independent

Directors, having regard to all relevant factors,

including the formal criteria for ‘independent directors’

according to the NZX Listing Rules, the NZX Corporate

Governance Code and the Board Charter.

Recommendation 2.10

The chair and the CEO should be different people.

The Board supports the separation of the roles of Chair

and the CEO. The current CEO, Jolie Hodson, is an

Executive Director.

Principle 2: Board Composition & Performance (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

8

Under the ARMC Charter, the Board has delegated
responsibility to the ARMC for reviewing Spark’s

principal risks on an at least annual basis. This ensures

an established risk management framework that:

• includes policies and procedures to effectively

identify, treat, and monitor principal business risks;

• assesses the effectiveness of the risk management

system and ensures it is fit for purpose; and

• monitors compliance with the risk management

framework.

The ARMC is also tasked with ensuring the quality,

credibility, and objectivity of Spark’s accounting

processes, including financial reporting. The ARMC

will discuss interim financial statements with the

Leadership Team, including whether the reporting is

consistent with the Committee members’ information

and knowledge and whether it is adequate for

shareholder needs.

The ARMC is comprised solely of Non-Executive

Directors. The current Chair of the ARMC is Lindsay

Wright, who is an Independent Director with an

accounting and financial background and is not the

Chair of the Board.

The members of the ARMC and their key skills and

capabilities can be found on pages 54 and 56 of the

FY26 Annual Report.

Spark’s Board establishes committees to assist in the

execution of the Board’s responsibilities. Board

committees do not act or make decisions on behalf of

the Board unless specifically mandated by prior Board

authority to do so.

The current committees of the Board are (together,

the Committees):

• Audit and Risk Management Committee (ARMC);

• Human Resources and Compensation Committee

(HRCC); and,

• Nominations and Corporate Governance

Committee (NOMs).

Other committees may be established from time to

time to consider matters of special importance or to

exercise the delegated authority of the Board.

Recommendation 3.1

An issuer’s audit committee should operate under

a written charter. An audit committee should only

comprise non-executive directors of the issuer.

One member of the committee should be both

independent and have an adequate accounting

or financial background. The chair of the audit

committee should be an independent director

and not the chair of the board.

Principle 3:

Board Committees

“ The board should use

committees where this will

enhance its effectiveness in

key areas, while still retaining

board responsibility.”

Spark New Zealand

Annual Corporate Governance Statement FY26

9

Recommendation 3.2
Employees should only attend audit committee

meetings at the invitation of the audit committee.

Spark Management and employees can only attend

ARMC meetings at the invitation of the Committee.

Recommendation 3.3

An issuer should have a remuneration committee

which operates under a written charter (unless this is

carried out by the whole board). At least a majority of

the remuneration committee should be independent

directors. Management should only attend

remuneration committee meetings at the invitation of

the remuneration committee.

The HRCC operates under a written charter and is

responsible for reviewing Spark’s remuneration policy

and practices, as well as Spark’s overall human

resources strategy, structure, policy, and practices. The

remuneration of directors is reviewed by the HRCC

– taking account of Spark’s size and complexity and the

responsibilities, skills, performance, and experience of

the directors – with recommendations made to the

Board for approval.

The HRCC is comprised of a majority of Independent

Directors.

Spark Management and employees can only attend

HRCC meetings at the invitation of the HRCC.

Recommendation 3.4

An issuer should establish a nomination committee to

recommend director appointments to the board

(unless this is carried out by the whole board), which

should operate under a written charter. At least

a majority of the nomination committee should be

independent directors.

The NOMs’ operates under a written charter and its

role is to identify and recommend to the Board

individuals for nomination as members of the Board

and its Committees (considering such factors as it

deems appropriate, including experience,

qualifications, judgement, and personal qualities); and

to develop and review Spark’s corporate governance

principles, and make recommendations to the Board.

The NOMs is also responsible for reviewing Board

succession planning.

The NOMs is comprised of a majority of Independent

Directors.

Recommendation 3.5

An issuer should consider whether it is appropriate to

have any other board committees as standing board

committees. All committees should operate under

written charters. An issuer should identify the

members of each of its committees, and periodically

report member attendance.

Each Board Committee has a charter summarising the

role, rights, responsibilities and membership

requirements for that Committee. The Board reviews

the charters of the Board Committees annually and

their performance against those charters, with the last

annual review conducted in November 2025.


The Board is responsible for appointing committee

members and chairs according to the skills, experience,

and other qualities they bring to the Committee. All

Board Committees are comprised of a majority of

Independent Directors. A Committee Chair is entitled

to invite persons to attend Committee meetings as

deemed necessary.

Specific Committee memberships and attendance

information are outlined on page 56 of the FY26

Annual Report.

The Board Committee Charters can be found here.

Principle 3: Board Committees (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

10

Recommendation 3.6
The board should establish appropriate protocols

that set out the procedure to be followed if there

is a ‘control transaction’ for the issuer including

the procedure for any communications between

the issuer’s board and management and the

bidder. The board should disclose the scope of

independent advisory reports to shareholders.

These protocols should include the option of

establishing an independent control transaction

committee, and the likely composition and

implementation of an independent control

transaction committee.

Spark’s Board has put in place Takeover Response

Guidelines that set out the procedures and

protocols to be followed if there is a control

transaction offer for Spark, including procedures

with regards to communications between insiders

and the bidder, the preparation of an independent

advisor’s report, and establishment of a bid

response sub-committee.

Principle 3: Board Committees (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

11

Recommendation 4.1
An issuer’s board should have a written continuous

disclosure policy.

Spark is committed to providing timely, orderly, and

credible information consistent with legal and

regulatory requirements. Pursuant to its Disclosure

Policy, Spark has an appointed Disclosure Officer to

authorise all financial market communications. Together

with the Company Secretary, the Disclosure Officer is

responsible for overseeing Spark’s disclosure practices

and ensuring that all material information is lodged

promptly and without delay with the relevant stock

exchanges, and ensuring that the Board is kept

informed of the nature and quality of the information

being disclosed to the market.

Authorised spokespeople are restricted to reduce the

risk of inconsistent communications and to ensure that

public comments are within the bounds of information

already in the public domain and/or information that is

not materially price sensitive.

Recommendation 4.2

An issuer should make its code of ethics, board and

committee charters and the policies recommended in

the NZX Code, together with any other key

governance documents, available on its website.

Spark’s website has a dedicated governance section

that contains Spark’s policies that outline its core

governance structures and processes.

This includes the Code of Ethics, Board Charter (and

the charters of the various committees), Disclosure

Policy, Insider Trading Policy, Diversity and Inclusion

Policy, Director and Executive Remuneration Policies,

Whistleblowing Policy and other principal corporate

governance documents.

Principle 4:

Reporting & Disclosure

“ The board should demand

integrity in financial and

non-financial reporting,

and in the timeliness

and balance of corporate

disclosures.”

Spark New Zealand

Annual Corporate Governance Statement FY26

12

Recommendation 4.3
Financial reporting should be balanced, clear

and objective.

Spark’s financial reports are prepared in a manner that

is balanced, clear and objective. The financial

statements in the Annual Report are prepared in

accordance with Generally Accepted Accounting

Practice in New Zealand (NZ GAAP) and comply with

New Zealand equivalents to IFRS Accounting

Standards (NZ IFRS).

The Board requires that, prior to its approval of financial

statements, the CEO and Chief Financial Officer (CFO)

make a declaration that, in their opinion, Spark’s

financial records have been properly maintained

and that the financial statements comply with the

appropriate accounting standards and give a true and

fair view of the financial position and performance of

Spark; and that their opinion has been formed on the

basis of a sound system of risk management and

internal control, which is operating effectively.

Recommendation 4.4

An issuer should provide non-financial disclosure at

least annually, including considering environmental,

social sustainability and governance factors and

practices. It should explain how operational or

non-financial targets are measured. Non-financial

reporting should be informative, include forward

looking assessments, and align with key strategies

and metrics monitored by the board.

In addition to the published financial statements,

Spark’s Annual Report provides information on Spark’s

performance on several non-financial matters,

including environmental, social, and governance

commitments.

Spark’s FY26 Annual Report applies the Integrated

Reporting <IR> Framework and Global Reporting

Initiative (GRI) standards. Spark also publishes a

stand-alone Climate-related Disclosures Report, which

has been prepared in compliance with the Aotearoa

New Zealand Climate Standards (NZ CS 1, NZ CS 2

and NZ CS 3) issued by the External Reporting Board

(XRB). The Climate-related Disclosures Report also

integrates our FY26 Greenhouse Gas Inventory Report.

Spark’s FY26 Modern Slavery and Human Rights

Statement is also published alongside this Corporate

Governance Statement as part of our FY26 annual

reporting disclosures.

Principle 4: Reporting & Disclosure (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

13

Jolie Hodson, as an Executive Director, does not
receive any director fees.

Further details on Non-Executive Director remuneration

can be found in the Remuneration Report at pages 51

and 52 of the FY26 Annual Report.

Further details on Non-Executive Director

shareholding expectations can be found on page 59

of the FY26 Annual Report.

Further details on directors’ Spark shareholdings can be

found at pages 58 and 59 of the FY26 Annual Report.

Spark’s Director Remuneration Policy can be found here.

Recommendation 5.1

An issuer should have a remuneration policy for

the remuneration of directors. An issuer should

recommend director remuneration to shareholders

for approval in a transparent manner. Actual director

remuneration should be clearly disclosed in the

issuer’s annual report.

The HRCC is responsible for Spark’s remuneration

policy and practices and is also ultimately responsible

for ensuring Spark meets legislative and regulatory

requirements as they relate to remuneration matters.

Spark is committed to ensuring that the remuneration

of directors is transparent, fair, and reasonable. The

total fees available to be paid to directors are subject

to shareholder approval.

Non-Executive Director remuneration is determined

with consideration of the size and complexity of Spark

and relative market benchmarks. From time-to-time,

independent consultants are engaged for

benchmarking purposes to ensure that the

remuneration of Spark’s Non-Executive Directors is

appropriate and comparable to that of similar

companies in New Zealand and, as relevant, Australia.

Non-Executive Directors are also expected to

purchase and hold an amount of Spark shares within

the first three years of their appointments.

Principle 5:

Remuneration

“ The remuneration of directors

and executives should be

transparent,

fair and reasonable.”

Recommendation 5.2

An issuer should have a remuneration policy for

remuneration of executives which outlines the relative

weightings of remuneration components and relevant

performance criteria.

The Leadership Team’s remuneration consists of a fixed

remuneration component and at-risk short-term and

long-term incentives. Spark’s short-term incentive (STI)

scheme rewards senior leaders for the achievement of

annual performance objectives, with payments

Spark New Zealand

Annual Corporate Governance Statement FY26

14

awarded from a fixed cash pool that is set based on
overall Spark performance against financial and/or

non-financial annual performance objectives.

Spark believes that senior leaders should have part of

their remuneration linked to the long-term performance

of Spark. For the Leadership Team and a select group

of senior leaders, a long-term incentive (LTI), which

vests after three years contingent on continued

employment and Spark achieving performance hurdles,

forms part of their remuneration packages.

Further details on Leadership Team remuneration can

be found in the Remuneration Report at page 48 of

the FY26 Annual Report.

Spark’s Executive Remuneration policy is here.


Recommendation 5.3

An issuer should disclose the remuneration

arrangements in place for the CEO in its annual report.

This should include disclosure of the base salary,

short-term incentives and long-term incentives and the

performance criteria used to determine performance

based payments.

The CEO’s remuneration package reflects the scope

and complexity of the role and is set by the Board, with

reference to the remuneration of CEOs of similarly

sized organisations. For FY26 the CEO’s remuneration

package comprises a fixed cash component, an at-risk

short-term incentive and an at-risk long-term incentive.

The CEO’s annual cash-based short-term incentive is

subject to the achievement of specific performance

objectives set by the Board based on Spark’s strategy

and business plan for the respective financial year.

The CEO’s annual long-term incentive will be granted

as options under Spark’s LTI scheme, contingent on

continued employment and Spark achieving

performance hurdles. The CEO is also expected to

purchase and hold an amount of Spark shares.

Further details on CEO remuneration can be found in

the Remuneration Report on page 48 of the FY26

Annual Report.

Further details on the CEO shareholding expectations

can be found on page 51 of the FY26 Annual Report.

For more details on Director and Executive

remuneration please see the Remuneration Report in

the FY26 Annual Report.

Principle 5: Remuneration (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

15

Recommendation 6.1
An issuer should have a risk management framework

for its business and the issuer’s board should receive

and review regular reports. An issuer should report

the material risks facing the business and how these

are being managed.

Spark’s operating model, decision-making practices

and governance arrangements empower its people to

make decisions and manage the risks associated with

achieving Spark’s strategy and business objectives.

Strong corporate governance, including a highly

effective and integrated risk management framework,

helps Spark make good business decisions that create

stakeholder value.

Spark’s Managing Risk Policy and Framework is

benchmarked to the COSO ERM 2017, a leading

enterprise risk management standard, and is designed

on the principle that managing risk creates, protects,

and enhances value. It is embedded in decision-

making processes and accountability structures so that

uncertainty and risk can be managed effectively. The

framework is iterative and responsive to change,

helping Spark adapt to evolving internal and external

conditions.

The ARMC is responsible for ensuring that

Management has established an effective risk

management framework. Risk owners are accountable

for identifying, assessing, managing and monitoring

risks within their areas of responsibility, supported by

clear governance and escalation processes. The Risk

team is responsible for maintaining and continuously

improving the framework and providing enterprise-

wide guidance, challenge and reporting. The framework

is structured around the Three Lines of Defence Risk

Model, ensuring that risk ownership, oversight and

independent assurance are clearly defined across Spark.

The ARMC reviews management’s principal risk profile

(Spark’s material risks) bi-annually. It also receives

reports on the effectiveness of the implementation and

operation of the policies and systems designed to

manage risk. The ARMC receives quarterly reporting

from the Risk, Internal Audit and Fraud functions on

the effectiveness of risk management, the evolution of

the Managing Risk Framework, internal audit findings,

fraud risk management activities and the status of

management actions.

The ARMC receives an annual assessment to confirm

the Managing Risk Framework is designed and

operating effectively. The last assessment was

undertaken by Spark’s Risk team in August 2025. Every

five years Spark also has its Managing Risk Framework

externally reviewed to ensure it remains fit for purpose

and is operating effectively. The next review is

scheduled to be completed by November 2027.

A summary of Spark’s Managing Risk Framework and

Spark’s identified principal business risks and

mitigations are outlined in the Risk Management

section of the FY26 Annual Report.

Spark’s Managing Risk Policy can be found here.

Principle 6:

Risk Management

“ Directors should have a

sound understanding of the

material risks faced by the

issuer and how to manage

them. The Board should

regularly verify that the issuer

has appropriate processes

that identify and manage

potential and material risks.”

Spark New Zealand

Annual Corporate Governance Statement FY26

16

Recommendation 6.2
An issuer should disclose how it manages its health

and safety risks and should report on its health and

safety risks, performance and management.

Spark is committed to fostering a workplace where our

people, partners, and suppliers are accountable and

empowered to work together to protect and promote

the health, safety, and wellbeing of all.

To achieve this Spark has an established Health and

Safety framework supporting our ACC Accredited

Employer Programme for strong injury prevention and

management practices; active hazard and risk

management; development of an employee-driven

safety culture; and the right resources and processes to

deliver on the framework. Integral to the framework is

the Health and Safety Information System, which shapes

and monitors key performance indicators across the

business, focusing on Spark’s strategic objectives,

targets, and managing critical hazards and risks.

The Board and Leadership Team are both integrally

involved in health and safety strategic planning,

implementation, and monitoring. Spark has also

integrated wellbeing into its health and safety

framework to make sure that we consider the full

range of factors that contribute to healthy and safe

working lives at Spark. This framework is a key part of

building a safe, healthy, and inclusive environment for

our people.

Further details regarding Spark’s health and safety

performance can be found in the Our People section

of the FY26 Annual Report.

Principle 6: Risk Management (continued)

Spark New Zealand

Annual Corporate Governance Statement FY26

17

Recommendation 7.1
The board should establish a framework for the

issuer’s relationship with its external auditors. This

should include procedures:

a. for sustaining communication with the issuer’s

external auditors;

b. to ensure that the ability of the external auditors to

carry out their statutory audit role is not impaired,

or could reasonably be perceived to be impaired;

c. to address what, if any, services (whether by type

or level) other than their statutory audit roles may

be provided by the auditors to the issuer; and

d. to provide for the monitoring and approval by the

issuer’s audit committee of any service provided

by the external auditors to the issuer other than in

their statutory audit role.

The ARMC oversees Spark’s relationship with its

external auditor. The External Auditor Independence

Policy and ARMC Charter together establish a

framework for the engagement of the external auditor.

The objective of this framework is to maintain the

independence of the external auditor, both in fact and

appearance, and support confidence in the reliability

and credibility of Spark‘s financial reporting.

The ARMC is responsible for the appointment of Spark’s

external auditor, approval of its terms of engagement,

and subject to shareholder approval, audit fees. The

ARMC Charter also defines the services that may and

may not be performed by the external auditor.

The ARMC annually assesses and confirms to the

Board the independence of the external auditor in

accordance with the External Auditor Independence

Policy. Rotation of the external audit firm is not

mandated. However, rotation of the lead audit partner

is required, and occurs every five years. In accordance

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