CHORUS LIMITED — AGM Information 2012

Sep 20, 2012

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Companies Announcement Office Australian Securities Exchange 4[th] Floor, 20 Bridge Street Sydney, NSW 2000 Australia

Chorus Limited Level 9 Datacom House 68-86 Jervois Quay P O Box 632 Wellington New Zealand

Email: company.secretary@chorus.co.nz

21 September 2012

Dear Sir/Madam

NOTIFICATION OF FILING OF NOTICE OF ANNUAL MEETING

In accordance with the ASX Listing Rules, please find attached the following documentation for release to the market:

1. Notice of meeting; and

2. Proxy/Voting Form.

The 2012 annual meeting of shareholders will be held at the Ilott Theatre, Ground Floor of the Wellington Town Hall, 111 Wakefield Street, Wellington, New Zealand on Wednesday, 31 October 2012 commencing at 10:00am (New Zealand time).

These documents will also be released to the NZSX.

Yours sincerely

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Vanessa Oakley General Counsel & Company Secretary Chorus Limited

Notice of Annual Meeting 2012

Notice is hereby given that the 2012 annual meeting of shareholders (Annual Meeting) of Chorus Limited (ARBN 152 485 848) (Chorus) will be held

Important dates

All times are given in New Zealand time unless otherwise specified.

Where

The Ilott Theatre Ground Floor Wellington Town Hall 111 Wakefield Street Wellington New Zealand

When

Wednesday 31 October 2012 Commencing at 10:00am (New Zealand time)

29 October 2012, 10.00am Latest time for receipt of Proxy Forms

30 October 2012, 5.00pm Record date for voting entitlements for the Annual Meeting

31 October 2012, 10.00am Annual Meeting

You are encouraged to read this Notice (including the Explanatory Notes and Procedural Notes) and the instructions on the Proxy/ Voting Form carefully.

Business

Shareholders will be asked to consider and, if thought appropriate, to pass the following ordinary resolutions:

Election of Directors

1. That Ms Prudence Flacks be elected as a director of Chorus.

2. That Mr Jonathan Hartley be elected as a director of Chorus.

3. That Mr Mark Ratcliffe be elected as a director of Chorus.

Biographical details of each director offering themselves for election are set out in Explanatory Note 1.

1. That the directors be authorised to fix the remuneration of KPMG as auditor for the ensuing year.

2. See Explanatory Note 2.

Directors’ Remuneration

1. That the maximum aggregate remuneration able to be paid to all Directors (in their capacity as Directors) be fixed at $980,000 per annum.

See Explanatory Note 3.

By order of the Board

Appointment and Remuneration of Auditor

1. That KPMG be appointed as auditors of Chorus to:

2. a. hold office from the conclusion of this meeting to the conclusion of the next annual meeting; and

3. b. audit Chorus’ financial statements (and group financial statements) for the financial year ending 30 June 2013.

Vanessa Oakley General Counsel & Company Secretary 21 September 2012

Notice of Annual Meeting 2012

Explanatory Notes

Explanatory Note 1: Election of Directors

Clause 17.9 of Chorus’ constitution and NZSX Listing Rule 3.3.11 require one-third of the directors (or, if their number is not a multiple of three, then the number nearest to one-third) to retire from office at Chorus’ annual meeting each year (with the retiring directors being those who have been longest in office since they were last elected or deemed elected). In addition:

• ASX Listing Rule 14.4 requires each director to stand for election at least every three years.

• Mr Ratcliffe (as Chorus’ executive director) is generally exempt from these rotation requirements but, as he was appointed by the Board during the year, is required to stand for election at this annual meeting (and, if elected, will be exempt from the rotation requirements for a further five years).

However, these requirements have been modified for Chorus’ first annual meeting due to a waiver and a ruling granted by NZX:

• At the time of demerger, NZX granted a waiver from NZSX Listing 3.3.6 to the extent that it would require all Chorus directors to retire at Chorus’ next Annual Meeting, on the condition that half of the Board (rounded down to the nearest whole number) retire by rotation at Chorus’ first annual meeting following demerger (rather than the one-third retiring by rotation as the NZSX Listing Rules would otherwise require).

• NZX granted a ruling that, for the purposes of NZSX Listing Rule 3.3.11, each Chorus director in office immediately after the demerger implementation date (being 30 November 2011) was deemed to have been newly elected to that office on demerger and Mr Ratcliffe may be counted as one of the retiring directors for the purposes of satisfying the condition that half of the Board (rounded down to the nearest whole number) retire by rotation at Chorus’ first annual meeting following demerger.

As a result of this waiver and ruling, three directors (including Mr Ratcliffe) are required to retire at the Annual Meeting. The four remaining directors will retire by rotation at Chorus’ 2013 and 2014 annual meetings.

Ms Flacks, Mr Hartley and Mr Ratcliffe are all eligible and offer themselves for election. All three directors standing for election do so with the full support of the Board.

A biographical background of each director standing for election is set out below.

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Ms Prudence Flacks LLB; LLM

Independent Non-Executive Director Member of the Nominations and Corporate Governance Committee and the Human Resources and Compensation Committee

Prue is a director of Bank of New Zealand and associated companies, Mighty River Power and a trustee of the Victoria University Foundation. She is a barrister and solicitor with extensive experience in commercial law and, in particular, banking, finance and securities law. Her areas of expertise include corporate and regulatory matters, corporate finance, capital markets, securitisation and business restructuring. Prue is a consultant to Russell McVeagh, where she was previously a partner for 20 years.

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Mr Jonathan Hartley BA Econ Accounting (Hons); Fellow ICA (England & Wales); Associate ICA (Australia); Fellow AICD

Independent Non-Executive Director Member of the Audit and Risk Management Committee and the Nominations and Corporate Governance Committee

Jon is a Chartered Accountant and fellow of the Australian Institute of Company Directors. He has held senior roles across a diverse range of commercial and not for profit organisations in several countries, including chairman of SkyCity, CEO of Brierley New Zealand, and Solid Energy, and CFO of Lend Lease in Australia. Jon is deputy chairman of ASB Bank, Sovereign Life and VisionFund International, a director of Mighty River Power and VisionFund Cambodia, and trustee of World Vision New Zealand and the Wellington City Mission.

Mr Mark Ratcliffe BA Accounting

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Chief Executive Officer Non-Independent Executive Director

Mark has been CEO of Chorus since it was established in 2007 as an operationally separate business unit within Telecom and was appointed CEO in the new entity in July last year. In a 20 year career with Telecom, Mark held finance, marketing, product development, product management and IT roles and was promoted to the executive team in 1999 where he was CIO (including a period as joint CEO of AAPT in Australia) and then COO Technology and Wholesale before becoming CEO of Chorus. From May 2010, he led the team that secured Chorus’ participation in the Government’s UFB initiative and the demerger of Chorus and Telecom.

Notice of Annual Meeting 2012

Procedural Notes

Explanatory Note 2: Appointment and Remuneration of Auditor

KPMG were appointed as Chorus’ first auditor by the Board and, under sections 196(1) and 201(1) of the Companies Act 1993:

• KPMG hold office only until the conclusion of Chorus’ first annual meeting; and

Voting Entitlements

The persons who will be entitled to vote on the resolutions at the Annual Meeting are those persons who are the shareholders of Chorus at 5.00pm on Tuesday 30 October 2012.

Casting Your Vote

You may cast your vote by either:

• Shareholders are required to vote on KPMG’s appointment as Chorus’ auditor at the annual meeting.

Following an external tender process, KPMG has indicated its willingness to continue in office and has the full support of the Board to do so.

Once elected by shareholders, KPMG will be appointed until the conclusion of the next annual meeting and then will be automatically reappointed at subsequent annual meetings under section 200(1) of the Companies Act 1993 (provided it wishes to be re-appointed and unless another person is appointed as auditor to replace them).

Shareholder approval is also sought to authorise the Board to fix the auditor’s remuneration for the following year for the purposes of section 197 of the Companies Act 1993.

Explanatory Note 3: Directors’ Remuneration

Under Chorus’ constitution, the Board’s power to authorise the payment of remuneration to a director (in his or her capacity as a director) is subject to the NZSX Listing Rules and the ASX Listing Rules (both of which require shareholder approval for this). In addition, at the time of demerger, NZX granted a waiver from the requirement to obtain shareholder approval for the remuneration of the Board on the condition that the remuneration of the Board is approved at Chorus’ first annual meeting.

Accordingly, shareholder approval is sought pursuant to NZSX Listing Rule 3.5.1 and ASX Listing Rule 10.17 to set the maximum amount that can be paid in aggregate to non-executive directors at $980,000 per annum (this is the same total fee pool that was put in place for non-executive Directors’ fees prior to Chorus’ demerger from Telecom on 1 December 2011). Within this total fee pool, the Board may determine the amount payable to each director.

In accordance with the NZSX Listing Rules and ASX Listing Rules, Chorus will disregard any votes cast on resolution 6 by any director of Chorus and any of their associates, except where any such vote is cast by a director or one of their associates as proxy for a person who is entitled to vote and that director or associate votes in accordance with express instructions to vote for or against a particular resolution on the proxy form.

Shareholders are also reminded that, if a director is appointed as the shareholder’s proxy, the director cannot cast that proxy vote unless the shareholder has directed the director to vote for or against the resolution (rather than in accordance with a proxy holder discretion).

1. Personal attendance: If you wish, you can attend the Annual Meeting and vote. Voting will be by way of a show of hands or poll, at the discretion of the chairman. You must bring the Proxy/Voting Form with you to the meeting in case voting is held by way of a poll.

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 and vote on your behalf. Your proxy does not need to be a Chorus shareholder. To do this, you should complete the Proxy/ Voting Form. It must be returned to the share registrar by 10.00am on 29 October 2012. You may return your proxy by:

3. Completing the Proxy/Voting Form and either posting it or faxing it to the share registrar; or

4. Completing the Proxy/Voting Form online at www.investorvote.co.nz

Voting Forms

The Proxy/Voting Form allows you to vote either for or against the resolutions notified in the Notice of Meeting. If you appoint a director as your proxy to vote on your behalf, then any undirected proxies granted to the director will be voted in favour of the relevant resolutions (except in the case of resolution 6, where directors will not vote except in accordance with the appointing shareholder’s direction).

To assist shareholders wishing to exercise their voting rights at the Annual Meeting (whether in person 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 5.00pm on 30 October 2012, your shareholding is different from that shown on the Proxy/Voting Form, you can update the entitlement on arrival at the meeting.

Method of Voting

Voting on all resolutions put before the Annual Meeting will be by a show of hands or poll (at the discretion of the chairman of the meeting). Results of the voting will be available after the conclusion of the meeting, and will be notified on the NZX and ASX. Any other matters validly raised at the Annual Meeting for consideration by shareholders will, if required, be resolved by voting by a show of hands or poll.

Voting Thresholds

All items of business are ordinary resolutions and are required to be passed by a simple majority of the votes of those shareholders entitled to vote and voting on the resolutions.

Notice of Annual Meeting 2012

Other business

It is possible that matters not notified in the Notice of Meeting may be raised for consideration at the Annual Meeting. While these matters cannot be binding on Chorus, you may wish to nominate a proxy to vote on matters so raised. To do so, mark the relevant box on the Proxy/Voting Form and identify the proxy holder in the space provided. You may nominate the chairman or any other director as your proxy if you so wish. Unless a proxy holder is identified, and you have confirmed that you want that person to have the discretion to vote on any matter on your behalf, your Proxy/ Voting Form will be treated as an abstention on the matter.

Questions for the Annual Meeting

If you wish to submit written questions to be considered at the Annual Meeting, please email or post them to Vanessa Oakley, General Counsel & Company Secretary, at the following addresses:

Vanessa Oakley

General Counsel & Company Secretary Chorus Limited PO Box 632 Wellington 6140

Email: company.secretary@chorus.co.nz

Questions should relate to matters that are relevant to the Annual Meeting. The Chairman will answer as many of the most frequently asked questions as practically possible during the Annual Meeting.

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.

Australia

E-mail: enquiry@computershare.co.nz Freephone: 1 800 501 366 Fax: +61 3 9473 2500

Computershare Investor Services Pty Limited GPO Box 3329 Melbourne 8060 Australia

The addresses for the share registrar are:

New Zealand

E-mail: enquiry@computershare.co.nz Phone: +64 9 488 8777 Fax: +64 9 488 8787

Computershare Investor Services Limited Private Bag 92119 Auckland 1142 New Zealand

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Wellington
Town Hall
Michael Fowler
Centre carpark
Lombard
carpark
James Smith’s
carpark
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Webcast

If you cannot attend the Annual Meeting in person, it will also be webcast live on the investor section of Chorus’ website www.chorus.co.nz/investor-centre. A copy of the presentations from the Annual Meeting will be available for viewing on this website before the Annual Meeting commences.

Venue Directions

Venue Ilott Theatre Ground floor Wellington Town Hall (entrance on Michael Fowler Centre side) Address 111 Wakefield Street

111 Wakefield Street Wellington New Zealand

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Public Transport
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The Town Hall is one block from the public bus route along Manners Street. Bus routes and times can be viewed online at www.metlink.org.nz.

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Car parking
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There are a number of car parking buildings in the vicinity of the Town Hall, as shown.

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Sourced: Google Maps
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Lodge your vote

Online

www.investorvote.co.nz

corporateactions@computershare.co.nz

By Mail Computershare Investor Services Limited Private Bag 92119, Auckland 1142, New Zealand

By Fax +64 9 488 8787

For all enquiries contact

+64 9 488 8777

Proxy/Voting Form

Smartphone?

www.investorvote.co.nz

Scan the QR code to vote now.

Vote online, 24 hours a day, 7 days a week:

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Your secure access information

Control Number: CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Securityholder Number and New Zealand Postcode/Country of Residence to vote online.

For your vote to be effective it must be received by 10:00 am (New Zealand time) Monday 29 October 2012.

How to Vote on Items of Business

All your securities 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. The Chairman of the meeting, or any other director, is willing to act as proxy for any shareholder who wishes to appoint him or her for that purpose. To do this , enter 'the Chairman' or the name of your proxy in the space allocated in 'Step 1' of this form.

Voting of Your Holding

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 mark more than one box on an item your vote will be invalid on that item.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission.

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a certified copy of the power of attorney (unless already deposited with the Company) and a signed certificate of non-revocation of the power of attorney must be produced to the Company with this Proxy Form.

Companies

This Proxy 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 the Company, please write them on a separate sheet of paper and return with this form.

Go online to vote, or turn over to complete the form

Proxy/Corporate Representative Form

STEP 1 Appoint a Proxy to Vote on Your Behalf

I/We being a shareholder/s of Chorus Limited

hereby appoint

of

or failing him/her of

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Chorus Limited to be held in Ilott Theatre, Ground Floor, Wellington Town Hall, 111 Wakefield Street, Wellington on Wednesday 31 October 2012 at 10:00am (New Zealand time) and at any adjournment of that meeting.

STEP 2 Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)

Please note: If you mark Abstain for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolutions Proxy Election of Directors For Against Discretion Abstain Item 1 That Ms Prudence Flacks be elected as a director of Chorus Limited. Item 2 That Mr Jonathan Hartley be elected as a director of Chorus Limited. Item 3 That Mr Mark Ratcliffe be elected as a director of Chorus Limited. Appointment and Remuneration of Auditor Item 4 That KPMG be appointed as auditors of Chorus Limited to: (a) hold office from the conclusion of this meeting to the conclusion of the next annual meeting; and (b) audit Chorus Limited's financial statements (and group financial statements) for the financial year ending 30 June 2013. Item 5 That the directors be authorised to fix the remuneration of KPMG as auditor for the ensuing year. Director's Remuneration Item 6 That the maximum aggregate remuneration able to be paid to all Directors (in their capacity as Directors) be fixed at $980,000 per annum. Other Business My proxy is authorised to vote at their discretion on any other matters put before the meeting.

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SIGN Signature of Securityholder(s) This section must be completed.
Securityholder 1 Securityholder 2 Securityholder 3
or Sole Director and Sole Company Secretary or Director or Director/Company Secretary
Contact Name Contact Daytime Telephone Date
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ATTENDANCE SLIP

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Annual Meeting of Chorus Limited to be held in Ilott Theatre, Ground Floor, Wellington Town Hall, 111 Wakefield Street, Wellington on Wednesday 31 October 2012 at 10:00am (New Zealand time)