2026 Notice of Annual Meeting and Proxy Form

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2 October 2026
On behalf of the Board of directors we are pleased to invite you to the
2026 Annual Meeting of Spark New Zealand Limited (“Spark”), which
will be held in the Conference Centre, Ground Floor, 50 Albert Street,
Auckland at 10.00 am on Friday 6 November 2026 (New Zealand time).
Shareholders are also able to attend the Annual Meeting online
via the Virtual Meeting portal at virtualmeeting.co.nz/spark2026.
Please read the procedural notes for further detail.
Items of Business
1. Chair’s Address
2. Chief Executive Officer’s Review
3. Resolution
To consider, and if thought fit, pass the following resolution:
Auditor’s remuneration: That the directors of Spark are authorised to fix
the auditor’s remuneration for the ensuing year.
The Resolution above is to be considered as an ordinary resolution and, to
be passed, requires the approval of more than 50% of the votes of those
shareholders entitled to vote and voting on the resolution.
For more information on the resolution, please see the Explanatory
Notes below.
4. Shareholder Questions
By Order of the Board of Spark New Zealand Limited
10.00 am, Friday 6 November 2026
2026 Notice of
Annual Meeting
Vince Hawksworth
Chair-elect,
Spark New Zealand Limited
2 October 2026
Justine Smyth
Chair,
Spark New Zealand Limited
2 October 2026

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EXPLANATORY NOTES
Resolution: Fixing the remuneration of the auditor, Deloitte
Pursuant to section 207T of the Companies Act 1993, Deloitte is automatically reappointed at the Annual Meeting as auditor
of Spark. The proposed resolution is to authorise the directors under section 207S of the Companies Act 1993 to fix the
remuneration of Deloitte, as auditor, for the ensuing year.
Deloitte was first appointed as auditor in 2020. 
Ms Melissa Collier was appointed the lead audit partner for the financial year ending 30 June 2026 and remains the lead audit
partner for the financial year ending 30 June 2027 as part of the standard five-year rotation cycle.
In August 2026 the Audit and Risk Management Committee assessed and confirmed the independence of Deloitte after
consideration of the External Audit Independence Policy criteria.
PROCEDURAL NOTES
This year shareholders may attend the Annual Meeting
either in person or virtually via an online portal.
Attending in Person
If you wish to vote in person, you should attend the Annual
Meeting where you will be issued with a voting card.
Please bring your Proxy Form with you to the meeting
(enclosed with this notice), either displayed on your mobile
device or printed, to assist with your registration.
Online Participation
Shareholders may also attend the Annual Meeting virtually
via an online portal, where they can watch the Annual
Meeting, vote and ask questions during the Annual
Meeting. Shareholders attending virtually will require their
Holder Number for verification purposes. Shareholders
attending virtually will be able to ask questions during
the Annual Meeting via the “Ask a Question” functionality.
Spark’s virtual Annual Meeting portal can be found at
virtualmeeting.co.nz/spark2026. If you require any help
using the online portal prior to or during the Annual
Meeting, from New Zealand please dial 0800 200 220 or
from Australia please dial 1800 990 363. A user guide can
be found under the Annual Meeting section of our website
at investors.sparknz.co.nz.
American Depository Receipts (ADR) Holders
ADR holders are able to attend the meeting online as
a registered visitor and can view the live webcast (see
further instructions below) but are not able to vote or ask
questions via the online portal.
To view the webcast, go to virtualmeeting.co.nz/spark2026.
Voting Entitlements
Only shareholders whose names are registered on
the Spark share register at 5.00 pm on Wednesday
4 November 2026 (New Zealand time) are entitled
to vote, and only shares registered in the names of
those shareholders at that time may be voted at the
Annual Meeting.
Proxy Voting
If you cannot attend the Annual Meeting and choose not
to participate virtually via the Annual Meeting portal, you
are encouraged to appoint a proxy to attend and vote on
your behalf.
Appointing a proxy
Shareholders entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend and vote on their
behalf. A body corporate that is a shareholder may appoint
a person to attend the meeting as its representative in the
same manner that it would appoint a proxy. A proxy need
not be a Spark shareholder.
The Chair of the meeting or any other director is willing
to act as proxy for any shareholder who appoints him
or her for that purpose. The Chair of the meeting and
the directors of Spark intend to vote all discretionary
proxies, for which they have authority to vote, in favour of
the resolution.
If, in appointing your proxy, you do not name a person
as your proxy (either online or on your Proxy Form), or
your proxy does not attend the Annual Meeting, the Chair
of the meeting will be your proxy and may vote only in
accordance with your express direction.
A proxy is able to vote on motions from the floor and/
or any resolution put before the meeting to amend the
resolution stated in this notice.
Shareholders can appoint a proxy by completing the
enclosed Proxy Form and returning it to MUFG Pension
& Market Services by email or mail so that it is received
no later than 10.00 am on Wednesday 4 November 2026
(New Zealand time) as set out in the Proxy Form.
Online proxy voting
Alternatively, shareholders can elect to lodge their proxy
appointment online by visiting vote.cm.mpms.mufg.com/SPK.
Holders on the New Zealand register will be required to
enter their CSN/Holder Number and Authorisation Code
(FIN) to complete the online validation process to securely
appoint a proxy online.

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Holders on the Australian register will be required to enter
their Holder Number (HIN/SRN) and postcode or country
of residence to complete the online validation process to
securely appoint a proxy online.
All online or postal proxy appointments must be received
by MUFG Pension & Market Services via mail or email no
later than 10.00 am on Wednesday 4 November 2026
(New Zealand time).
Shareholder Questions
We want to make it as easy as possible for shareholders
to ask questions at the Annual Meeting. Shareholders
present at the Annual Meeting or attending virtually via
the online portal will have the opportunity to ask questions
during the Annual Meeting.
Shareholders who cannot
attend the Annual Meeting
If you cannot attend the Annual Meeting but would
like to ask a question you can submit a question by
completing the shareholder question section on the
Proxy Form and returning it to MUFG Pension & Market
Services, or online by going to vote.cm.mpms.mufg.
com/SPK. After completing the online validation process
choose “Questions”. Shareholder questions will need to
be submitted by 5.00 pm Friday 30 October 2026 (New
Zealand Time).
Online Questions
Shareholders attending the online Annual Meeting will
be able to submit questions via the “Ask a Question”
functionality in the online portal. Questions can be
submitted via the online portal 30 minutes before the
meeting begins or at any time during the Annual Meeting.
We encourage shareholders to submit questions as early
as possible to ensure that as many questions as possible
are received and addressed at the appropriate time during
the meeting.
Please note in order to “Ask a Question” via the online
portal shareholders must have completed the registration
process to vote in order to validate themselves
as a shareholder and make the “Ask a Question”
functionality available.
Webcast
The Annual Meeting will be webcast live on the internet. To
view the webcast, go to virtualmeeting.co.nz/spark2026.

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Venue & Parking
Spark’s Annual Meeting will be held at:
Conference Centre, Ground Floor, 50 Albert Street, Auckland, New Zealand
Parking around Spark City
Auckland’s CBD is well served by rail and bus services. There are a number of buses that stop near to
Spark’s building on Albert and Queen Streets. It is also a short walk from Waitemata Train Station
(formerly Britomart Station) and Te Waihorotiu Station on Albert Street. For full route, timetable and fare
information call Auckland Transport Contact Centre on 09 366 6400 or 0800 103 080. Or visit AT online
at at.govt.nz/bus-train-ferry.
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Proxy Form for the 2026 Annual Meeting
The Annual Meeting of Spark New Zealand Limited (“Spark”) will be held in the Conference Centre, Ground Floor, 50 Albert Street,
Auckland and online via the Virtual Meeting portal at virtualmeeting.co.nz/spark2026, at 10.00am (New Zealand time) on Friday 6
November 2026. You will require your Holder Number for verification purposes.
If you will not attend the meeting but wish to be represented by a proxy, please complete and return this form (in accordance with the
lodgement instructions above) to Spark's share registry, MUFG Pension & Market Services by 10.00am (New Zealand time) on
Wednesday 4 November 2026. You can also appoint your proxy and vote on the resolution on the reverse of this form online by going
to vote.cm.mpms.mufg.com/SPK or by scanning the QR code above with your smartphone.

Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a
proxy to attend the meeting and vote on your behalf. The
proxy need not also be a shareholder. If you wish, you may
appoint the Chair of the meeting or any other director of Spark
as your proxy or as alternative to your named proxy. The Chair
of the meeting and the directors of Spark intend to vote all
discretionary proxies, for which they have authority to vote, in
favour of the resolution.

Voting of your holding
Direct your proxy vote by making the appropriate election,
either online or on this Proxy Form, in respect of the resolution.
If you return this form without directing the proxy how to vote
on any particular matter, the proxy may vote as they choose
provided they are not prohibited from voting on that
resolution.
If you make more than one election in respect of the
resolution, your vote will be invalid on the resolution. If this
Proxy Form is returned duly signed by a shareholder with
voting instructions included, but without specifying a person
that is appointed as proxy, the Chair of the meeting is deemed
to be the proxy for the purpose of that form, but only to vote to
the extent of the voting instructions provided.
A proxy is able to vote on motions from the floor and/or any
resolution put before the meeting to amend the resolution
stated in the notice.
No shareholders are prohibited from voting on the resolution
and all shareholders will vote together as one class.

Signing instructions for Proxy Forms
Individual
Where the holding is in one name, the shareholder holder must sign.

Joint holding
Where the holding is in more than one name, 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 shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy
of the power of attorney under which it was signed (if not previously
provided to MUFG Pension & Market Services) and a signed
certificate of non-revocation of the power of attorney must
accompany this Proxy Form.

Corporate shareholder
In the case of a corporate shareholder, a duly authorised officer or
director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate
shareholder’s express or implied authority.

Trusts
Where a shareholder is a trust, this Proxy Form must be signed by at
least one trustee in accordance with the relevant trust deed (using
the rules for an individual or a company, depending on whether the
trustee is an individual or a company).

Attending the meeting
If you wish to vote in person, you should attend the Annual Meeting.
Please bring this Proxy Form with you to the Annual Meeting, either
displayed on your mobile device or printed, to assist with your
registration.
If you plan to attend the meeting virtually, you can join via the Virtual
Meeting portal at virtualmeeting.co.nz/spark2026. You will require
your Holder Number for verification purposes.
A corporation may appoint a person to attend and vote at the Annual
Meeting as its representative in the same manner as that in which it
could appoint a proxy.


Proxy Form 2026


Online
vote.cm.mpms.mufg.com/SPK

Scan & Email
meetings.nz@cm.mpms.mufg.com
Mail
MUFG Pension &
Market Services
PO Box 91976
Auckland 1142
New Zealand



Scan this QR code
with your smartphone
and vote online





General Enquiries
0800 737 100 (within NZ) | 1300 554 474 (within AU)
+64 9 375 5998 (international) | spark@cm.mpms.mufg.com

Proxy/Corporate Representative Form
Step 1: Appoint a proxy to vote on your behalf
I/We being a shareholder/s of Spark
hereby appoint of email address:
or failing him/her of email address:
as my/our proxy to act generally at the Annual Meeting on my/our behalf and to vote in accordance with the
following directions (or if no directions have been given, the proxy will vote as he/she sees fit, subject to any
applicable restrictions in the NZX Listing Rules) at the Annual Meeting of Spark to be held in the Conference
Centre, Ground Floor, 50 Albert Street, Auckland at 10.00am on Friday 6 November 2026 (New Zealand time), and,
simultaneously, to be held virtually via the Virtual Meeting portal and at any adjournment of that meeting. If you
wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any other director of Spark.
Step 2: Resolution – Proxy voting instructions
Please note: If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on
that resolution and your votes will not be counted in computing the required majority.

Step 3: Shareholder Questions
Shareholders present at the Annual Meeting (either in person or online via the Virtual Meeting portal) will have the
opportunity to ask questions during the Annual Meeting. If you cannot attend the Annual Meeting and choose not
to participate online via the Virtual Meeting portal but would like to ask a question, you can submit a question
online by going to vote.cm.mpms.mufg.com/SPK and completing the online validation process or by completing
the question section below and returning it to MUFG Pension & Market Services. Shareholder questions will need to
be submitted by 5pm on Friday 30 October 2026 (New Zealand time). The Board will address and answer questions
at the Annual Meeting.
Question:






Sign: Signature of security holder(s) This section must be completed


Contact Name _____________________________Contact Daytime Telephone _________________ Date______________

Electronic Investor Communications:



If you received the Notice of Meeting & Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address above.
Resolution
For Against Proxy
Discretion
Abstain
Item That the directors of Spark are authorised to fix the auditor’s
remuneration for the ensuing year.
☐ ☐ ☐ ☐


Security holder 1

or duly authorised officer or
attorney



Security holder 2
or duly authorised officer or
attorney



Security holder 3

or duly authorised officer or
attorney