Notice of annual meeting and proxy/voting form

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

Email: company.secretary@chorus.co.nz


STOCK EXCHANGE ANNOUNCEMENT

30 September 2026

Notice of annual meeting and proxy/voting form

Chorus’ notice of meeting and proxy/voting form to be sent to shareholders are
attached. The notice of meeting and proxy/voting form will also be available on
Chorus’ website at :

https://company.chorus.co.nz/investors/services/your-shareholding/annual-
meetings

Chorus Limited's 2026 annual meeting of shareholders will be held as a hybrid
meeting (in-person at the NZME iHeart Lounge, 2 Graham Street, Auckland
Central, and online through Computershare’s meeting platform
https://meetnow.global/nz) on Wednesday 4 November 2026 at 10am (New
Zealand time).

All shareholders will be able to participate in the meeting, vote and ask questions.
For further information regarding how to attend the annual meeting and
participate online, please refer to the attached notice of meeting and the virtual
meeting guide available at www.computershare.com/vm-guide-nz .


Authorised by:

Kristel McMeekin
General Counsel

ENDS

For further information:

Aleida White
Head of Investor Relations
Phone: +
64 21 155 8837
Email: aleida.white@chorus.co.nz

Shannon Goldstone
Head of Corporate Affairs & Sustainability
Phone: 0800 763 000
Email: Shannon.Goldstone@chorus.co.nz

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Notice of Annual Meeting 2026
Where
In-person:
NZME iHeart Lounge
2 Graham Street
Auckland Central
Online:
via Computershare’s online
meeting platform:
https://meetnow.global/nz
When
Wednesday
4 November 2026
commencing at 10am
(New Zealand time)
Chorus Limited’s 2026 Annual Meeting of shareholders will
be held as a hybrid meeting (in-person and online).
Important dates
All times are given in New Zealand time unless
otherwise specified.
2 November 2026, 10am
Latest time for receipt of Proxy Forms
2 November 2026, 5pm
Record date for voting entitlements for the Annual Meeting
4 November 2026, 10am
Annual Meeting
Shareholders will be asked to consider and, if thought
appropriate, to pass the following special resolution:
Replacement of Chorus’ constitution
4. To revoke Chorus’ constitution and replace it with the
replacement constitution described in Explanatory Note 3
of the Notice of Annual Meeting with effect from the day
that is 3 business days following the Annual Meeting.
See Explanatory Note 3.
By order of the Board
Kristel McMeekin
General Counsel
30 September 2026
Shareholders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolutions:
Re-election and election of Directors
1. That Ms Kate Jorgensen be re-elected as a Chorus
director.
2. That Mr Paul Reid be elected as a Chorus director.
See Explanatory Note 1.
Auditor Fees and Expenses
3. That the Board be authorised to fix the fees and
expenses of KPMG as auditor.
See Explanatory Note 2.
Business
You are encouraged to read this Notice (including
the Explanatory Notes and Procedural Notes) and the
instructions on the Proxy/Voting Form carefully.
Notice of
Annual Meeting
2026

Notice of Annual Meeting 2026
CHORUS ROLE
Non-executive director/Chair of the Audit
and Risk Management Committee.
EXPERIENCE
Kate has extensive strategic, commercial,
financial, and audit experience, with
several senior leadership positions within
the telecommunications, infrastructure,
and construction industries in
New Zealand.
Kate holds a Masters in Technological
Futures and a Bachelor of Business.
Member of Chartered Accountants A&NZ,
and Chartered Member of the Institute of
Directors NZ.
CURRENT ROLES OUTSIDE CHORUS
Director – Kiwibank
Director – Suncorp NZ
(Vero Insurance & Vero Liability)
Trustee – Harbour Hospice Trust and
Harbour Hospice Development Foundation
PREVIOUS ROLES
CFO – Vodafone NZ, KiwiRail, and Fletcher
Building’s infrastructure division
CHORUS ROLE
Non-executive director/member of
the People, Performance and Culture
Committee.
EXPERIENCE
Paul is an experienced governance leader
with over 30 years’ executive and board-
level experience across listed companies,
private equity, venture-backed businesses,
and State-Owned Enterprises.
He has a strong track record of helping
New Zealand technology companies
expand internationally and understands
how rapid technological change shapes
organisational strategy.
CURRENT ROLES OUTSIDE CHORUS
Director – Christchurch International
Airport Limited
Deputy Chair – New Zealand Post Limited
Director – Foodstuffs South Island Limited
Chair – Canterbury Scientific Limited
Director – New Zealand Growth
Capital Partners
PREVIOUS ROLES
Chair – Volpara Health Technologies
Director – Comvita Limited
Chair – Figured Limited
Director – Software Education Limited
Director – Datacom Limited
Re-election and election of Directors
– director information
Explanatory Notes
Explanatory Note 1: Re-election and election of
Directors (Resolutions 1 & 2)
The NZX Listing Rules provide that a director of an issuer
must not hold office (without re-election) past the third
annual meeting following the director’s appointment or
three years, whichever is longer.
Accordingly, Kate Jorgensen who was last elected at the
2023 Annual Meeting, is retiring from office at this year’s
Annual Meeting and offers herself for re-election.
Ms Jorgensen is standing with the full support of the
Board. The Board unanimously recommends that
shareholders vote in favour of her re-election.
In addition, Paul Reid was appointed as a director by the
Board effective as at 1 October 2026. The NZX Listing Rules
provide that a director appointed by the Board during the
year must not hold office (without election) past the next
annual meeting following the director’s appointment. The
Board fully supports Mr Reid’s appointment and
unanimously recommends that shareholders vote in favour
of his election.
The Board has determined that each of Ms Jorgensen and
Mr Reid is an independent director.
A biographical background of each director standing for
re-election and election is set out above.
Kate Jorgensen
JOINED 1 July 2020
STATUS Independent
LAST ELECTED
2023 Annual Meeting
Paul Reid
JOINED 1 October 2026
STATUS Independent

Notice of Annual Meeting 2026
Explanatory Note 2: Auditor fees and expenses
(Resolution 3)
Following a formal tender and evaluation process at the
end of 2025 involving six audit firms, KPMG were
reappointed as Chorus’ external auditors while we changed
our co-source internal audit partner from PwC to EY. As
KPMG are currently Chorus’ external auditors, they will be
automatically reappointed under the Companies Act 1993.
Under the Companies Act, auditor fees and expenses must
be fixed in the manner determined at the Annual Meeting.
Shareholder approval is, therefore, sought to authorise the
Board to fix the fees and expenses of KPMG as auditor.
Explanatory Note 3: Replacement of Chorus’
constitution (Resolution 4)
As part of Chorus’ demerger from Telecom Corporation of
New Zealand Limited (now Spark New Zealand Limited) in
2011, ownership restrictions were included in a deed
between Chorus and the Crown dated 11 November 2011
(Deed) which required Ministerial approval for ownership of
more than 10% of Chorus’ voting shares or over 49.9% if the
proposed owner is not a New Zealand national. These
ownership restrictions are also included in Chorus’
constitution and have resulted in Chorus carrying a
“non-standard” designation for the entirety of its listing on
the NZX.
On 4 August 2026, Chorus and the Crown executed an
unconditional variation to the Deed to enable the removal
of the ownership restrictions from Chorus’ constitution
subject to the approval of 75% of the votes of those
shareholders entitled to vote and voting.
It is proposed that Chorus’ constitution be revoked and
replaced with a constitution that:
• removes the ownership restrictions; and
• reflects a change to the NZX Listing Rules to provide
more flexibility in the appointment of proxies (rather
than being sent out with a notice of meeting, the NZX
Listing Rules now allow proxy appointment forms to
be made available and completed entirely online, if a
listed issuer chooses to do so).
The non-standard designation was a condition of NZX
Listing Rule waivers granted to permit the ownership
restrictions in Chorus’ constitution. If the replacement
constitution is approved and the ownership restrictions are
removed from Chorus’ constitution, the waivers will cease to
apply and NZX has agreed to remove Chorus’ non-standard
designation. This removal will take effect on the date the
replacement constitution is adopted, being three business
days following the Annual Meeting (Monday 9 November).
You may inspect a copy of the proposed replacement
constitution (marked to show the changes from the existing
constitution) at: company.chorus.co.nz/investors/services/
your-shareholding/annual-meetings.
You may also request a copy of the proposed replacement
constitution free of charge by contacting:
company.secretary@chorus.co.nz.
Chapman Tripp has provided an opinion to NZX that it
considers that the new constitution continues to comply
with the NZX Listing Rules. The Directors recommend that
shareholders vote to approve Resolution 4.
Attending the Annual Meeting
- instructions
Shareholders can attend the meeting either in person in
Auckland (see the address details on the front page) or
virtually through the Computershare meeting platform
https://meetnow.global/nz
To access the meeting virtually, click ‘Go’ under the Chorus
meeting and then click ‘JOIN MEETING NOW’. By using the
meeting platform, you will be able to watch the meeting,
vote on the resolutions and ask questions online using your
smartphone, tablet or desktop device. Please refer to the
Virtual Meeting Guide available at www.computershare.
com/vm-guide-nz for further information on how to
participate online. You will need the latest version of
Chrome, Safari or Edge to access the meeting. Please ensure
your browser is compatible.
If you have any questions, or need assistance with the online
process, please contact Computershare on +64 9 488 8777
between 8.30am and 5pm Monday to Friday.
Audio will stream through the selected device, so
shareholders will need to ensure that they have the volume
control on their headphones or device turned up.
Shareholders can still appoint a proxy to vote for them, as
they otherwise would, by following the instructions on the
Proxy/Voting Form and this Notice of Annual Meeting.
Details of how to participate ‘virtually’ are provided in the
Virtual Meeting Guide, at www.computershare.com/vm-
guide-nz with instructions for accessing the virtual meeting.
Shareholders are encouraged to review this guide prior to
the Annual Meeting.
Procedural Notes
Voting entitlements
The persons who will be entitled to vote on the resolutions
at the Annual Meeting are those persons who are Chorus
shareholders at 5pm on Monday, 2 November 2026.
Casting your vote
You may cast your vote using one of the following options:
1. At the Annual Meeting:
If you wish, you can vote at the Annual Meeting either:
Online at: https://meetnow.global/nz
For more information about voting online at the Annual
Meeting, please refer to the Virtual Meeting Guide, at
www.computershare.com/vm-guide-nz
In-person:
If you wish you can attend the Annual Meeting and vote.
Voting will be by way of poll. You must bring the Proxy/
Voting Form with you to vote.
2. Appoint a proxy to vote: You may appoint a proxy or
corporate representative (if the shareholder is a body
corporate) to attend the Annual Meeting, to act generally
at the meeting and to vote on your behalf. Your proxy
does not need to be a Chorus shareholder. To do this,
you should complete the Proxy/Voting Form.

Notice of Annual Meeting 2026
ARBN 152 485 848
The Proxy/Voting Form must be returned to the share
registrar by 10am on Monday, 2 November 2026.
You may return your Proxy/Voting Form by:
• Completing the Proxy/Voting Form and posting it to
the share registrar; or
• Completing the Proxy/Voting Form online at
www.investorvote.co.nz
Proxy/Voting Forms
The Proxy/Voting Form allows you to vote either for or
against, or abstain from, the resolutions notified in the
Notice of Meeting.
If you appoint the Chair of the meeting or a Chorus
director as your proxy to vote on your behalf, then any
undirected proxies granted to the Chair or the director will
be voted in favour of the relevant resolutions.
If, in appointing a proxy, you have inadvertently not named
someone to be your proxy, or your named proxy does not
attend the Annual Meeting, the Chair of the meeting will
be your proxy and will vote in accordance with your
express direction.
Chorus directors are not able to speak at the Annual
Meeting on behalf of a shareholder who appoints them as
their proxy. If you wish to be heard at the meeting you
should either participate online or appoint a proxy other
than a Chorus director.
To assist shareholders wishing to exercise their voting rights
at the Annual Meeting (whether online or by proxy), the
Proxy/Voting Form accompanying this Notice of Meeting
has been personalised with individual shareholder details.
The Proxy/Voting Form shows your current shareholding.
If, at 5pm on 2 November 2026, your shareholding is
different from that shown on the Proxy/Voting Form, it will
be updated by Chorus’ share registrar.
Method of voting
Voting on all resolutions put before the Annual Meeting will
be by poll. Results of the voting will be available after the
conclusion of the meeting, and will be notified on the NZX
and ASX.
Voting Thresholds
Items of business 1 to 3 are ordinary resolutions and required
to be passed by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
Item of business 4 is a special resolution and is required to
be passed by a majority of 75% of the votes of those
shareholders entitled to vote and voting on the resolution.
There are no voting restrictions that apply to these
resolutions.
Questions for the Annual Meeting
Any eligible shareholder/proxy attending virtually can ask
questions via the Computershare meeting platform (refer to
the Virtual Meeting Guide for more information).
If you wish to submit written questions prior to the Annual
Meeting to be considered at the Annual Meeting, please
email or post them to Kristel McMeekin, General Counsel,
at the following addresses:
Kristel McMeekin
General Counsel
Chorus Limited
PO Box 632
Wellington 6140
Email: company.secretary@chorus.co.nz
Share Registrar
Chorus’ share registrar in New Zealand and Australia
is Computershare.
You can manage your shareholding online via the
Computershare investor centre. To change your address,
update your payment instructions and to view your
investment portfolio including transactions, please visit
www.investorcentre.com/nz
The addresses for the share registrar are:
New Zealand
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Phone: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Australia
Computershare Investor Services Pty Limited
GPO Box 3329
Melbourne 3001
Australia
Freephone: 1 800 501 366
Fax: +61 3 9473 2500
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
Presentations
A copy of the presentations from the Annual Meeting will
be available for viewing on Chorus’ website after the
conclusion of the Annual Meeting.
Procedural Notes - continued

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HYBRID MEETING
Al
l shareholders will have the opportunity to attend and participate in the 2026 Annual Meeting either in person at the
NZME iHeart Lounge, 2 Graham Street, Auckland Central or online via an internet connection (using a computer, laptop, tablet or smartphone) at
https://meetnow.global/nz. The meeting will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting Guide available at
http://www.computershare.com/vm-guide-nz for further information on how to participate online.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West,
Auckland, New Zealand 1142.
Computershare Investor Services Pty Limited
GPO Box 3329, Melbourne
Victoria, Australia 3001
For all enquiries contact
NZ: +64 9 488 8777
AU: 1 800 501 366 (within Australia)
corporateactions@computershare.co.nz
For any assistance with the online process, please contact Computershare
on +64 9 488 8777 or 1 800 501 366 (AU) between 8.30am and 5pm Monday to
Friday.
Signing Instructions for Proxy/Voting Forms
Individual
Where the holding is in one name, the shareholder must sign this form.
Joint Holding
At least one joint shareholder should sign this form (on behalf of all joint
shareholders). If different joint shareholders purport to appoint different proxies,
the vote of the proxy appointed by the first named joint shareholder will prevail.
Power of Attorney
If this form has been signed under a power of attorney, a certified copy of the
power of attorney and a signed certificate of non-revocation of the power of
attorney must accompany this form.
Companies
This form must be signed by a duly authorised officer or attorney. Persons who
sign on behalf of a company must be acting with the company’s express or
implied authority.
Comments & Questions
If you have any comments or questions for Chorus, please write them on a
separate sheet of paper and return them with this form, or email
company.secretary@chorus.co.nz.
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this,
enter the name of your proxy in the space allocated in ‘Step 1’ of this form.
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
appoint the Chair of the meeting or a Chorus director as your proxy to vote on
your behalf, then any undirected proxies granted to the Chair or the director will
be voted in favour of the relevant resolutions (unless specifically prohibited from
voting on a particular resolution). If you mark more than one box on an item of
business your vote will be invalid on that item.
Shareholders may still attend the meeting if they have appointed a proxy, but will
not be able to vote if a proxy has been appointed.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other Chorus director, is willing to act as proxy
for any shareholder who wishes to appoint her or him to vote on their behalf. To
appoint the Chair of the meeting or a director as your proxy enter ‘the Chair’ or
the name of the director you wish to appoint in the space allocated in ‘Step 1’
of this form.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the Annual Meeting, the Chair of the
meeting will be your proxy and will vote in accordance with your express direction.
Attending the Meeting Virtually
You can attend the meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz. By using the meeting platform, you will
be able to watch the meeting, vote and ask questions online using your
smartphone, tablet or desktop device. Please refer to the Virtual Meeting Guide
available at www.computershare.com/vm
-guide-nz for further information on
how to participate online.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint
a proxy online.
Chorus Limited (Chorus) Annual Meeting Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10 am (New Zealand time) Monday, 2 November 2026.
ARBN 152 485 848
Go online or turn over to complete the form

ATTENDANCE SLIP
Chorus’ Annual Meeting of shareholders to be held
in person at the NZME iHeart Lounge,
2 Graham Street, Auckland Central and online
at https://meetnow.global/nz on Wednesday,
4 November 2026 commencing at 10am (New Zealand time).
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
appointof
or failing him/herof
I/We being a shareholder/s of Chorus Limited
Signature of Shareholder(s) This section must be completed.
SIGN
Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions
STEP 2
Please note: If you do not mark a box your proxy may vote as they choose. If you appoint the Chair of the meeting or a Chorus director as your proxy
to vote on your behalf, then any undirected proxies granted to the Chair or the director will be voted in favour of the relevant resolutions (unless
specifically prohibited from voting on a particular resolution).
Ordinary Resolutions
Item 1
That Ms Kate Jorgensen be re
-elected as a Chorus director.
Item 2
That Mr Paul Reid be elected as a Chorus director.
Item 3
That the Board be authorised to fix the fees and expenses of KPMG as auditor.
Special Resolution
Item 4
To revoke Chorus’ constitution and replace it with the replacement constitution described in
Explanatory Note 3 of the Notice of Annual Meeting with effect from the day that is 3 business days
following the Annual Meeting.
Proxy
DiscretionFor
Against
Abstain
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at Chorus’ Annual Meeting of shareholders
to be held in person at the NZME iHeart Lounge, 2 Graham Street, Auckland Central and online at https://meetnow.global/nz on Wednesday, 4 November 2026
commencing at 10am (New Zealand time) and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolutions so
amended, and on any other resolution proposed at the meeting (or any adjournment thereof).
If your proxy is not the Chair of the meeting or a Chorus director, please ensure that you provide their contact details (phone and email address). If
this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact details (Phone): and (Email):