CHORUS LIMITED — AGM Information 2013

Sep 26, 2013

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

Email: company.secretary@chorus.co.nz

Market Announcement Office Australian Securities Exchange 4^th Floor, 20 Bridge Street Sydney, NSW 2000 Australia

27 September 2013

NOTICE OF ANNUAL MEETING, PROXY, S 209 NOTICE AND LETTER TO SHAREHOLDERS

Please find attached the following which will be sent to shareholders today:

• Notice of Meeting;
• Proxy Form;
• Section 209 Notice;
• Letter to shareholders from Chorus' CEO Mark Ratcliffe.

The Notice of Meeting and Proxy Form are also available on our website at http://www.chorus.co.nz/shareholder-information.

Chorus' 2013 Annual Meeting will be held at The Amora Hotel, 170 Wakefield Street, Wellington, New Zealand on Wednesday 30 October 2013 commencing at 2pm (New Zealand time).

The Annual Meeting will also be webcast live via the investor section of our website http://www.chorus.co.nz/investor-centre.

This document and attachments will also be released to the New Zealand Stock Exchange.

Yours sincerely

Vanessa Oakley General Counsel & Company Secretary Chorus Limited

Notice of Annual Meeting 2013

Notice is hereby given that the 2013 annual meeting of shareholders (Annual Meeting) of Chorus Limited (Chorus) will be held

Where When

The Amora Hotel 170 Wakefield Street Wellington New Zealand

Wednesday 30 October 2013 Commencing at 2:00pm (New Zealand time)

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

Important dates

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

28 October 2013, 2.00pm Latest time for receipt of Proxy Forms

29 October 2013, 5.00pm Record date for voting entitlements for the Annual Meeting

30 October 2013, 2.00pm Annual Meeting

Business

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

Election of Directors

• 1. That Ms Sue Sheldon be elected as a director of Chorus.
• 1. That Mr Clayton Wakefield be elected as a director of Chorus.

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

Auditor Fees and Expenses

1. That the Board be authorised to fix the fees and expenses of KPMG as auditor for the ensuing year.

See Explanatory Note 2.

By order of the Board

Vanessa Oakley General Counsel & Company Secretary 27 September 2013

Explanatory Notes

Explanatory Note 1: Election of Directors

Clause 17.9 of Chorus' constitution and NZX Main Board 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.

In addition, the ASX Listing Rules require each director to stand for election at least every three years.

Ms Prudence Flacks, Mr Jonathan Hartley and Mr Mark Ratcliffe were elected as directors at Chorus' 2012 Annual Meeting.

Ms Sheldon and Mr Wakefield, both being eligible, offer themselves for election at Chorus' 2013 Annual Meeting. Both directors standing for election do so with the full support of the Board and are considered by it to qualify as independent directors.

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

Sue Sheldon CNZM BCom, FCA

Chairman; director since 1 July 2011; independent

Sue is a professional company director. She is chairman of Freightways and Paymark, deputy chairman of the Reserve Bank of New Zealand and a director of FibreTech Holdings and Contact Energy. Sue is a former director of Telecom, Smiths City Group and Meridian Energy, among others. She has extensive experience as both a chairman and member of audit and risk committees and is a former president of the New Zealand Institute of Chartered Accountants. Sue was made a Companion of the New Zealand Order of Merit for services to business in 2007.

Clayton Wakefield BSc (Computer Science), GradDip Mgmt

Director since 1 December 2011; independent

Clayton has over 30 years' experience in the banking, financial services, telecommunications and technology industries. He is an executive director and owner of Techspace, a leading New Zealand independent IT advisory company working with New Zealand's major corporates. From 2001 to 2007 he was Head of Technology and Operations at ASB Bank. He was previously a director and chairman of Electronic Transaction Services and of Visa New Zealand and also previously an independent director of Endace Ltd.

Explanatory Note 2: Auditor Fees and Expenses

KPMG are currently Chorus' auditors and will be automatically reappointed under section 200(1) of 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 for the ensuing year.

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 29 October 2013.

Casting Your Vote

You may cast your vote by either:

• 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.
• 1. 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 2.00pm on 28 October 2013. You may return your proxy by:
• • Completing the Proxy/Voting Form and either posting it or faxing 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 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.

Please note that Chorus directors are not prepared 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 attend in person or appoint a different proxy (i.e. a proxy other than a director).

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 29 October 2013, 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.

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.

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.

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 Level 2, 159 Hurstmere Road Takapuna Auckland 0622 New Zealand

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

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 when the Annual Meeting commences.

Venue Directions

Venue	The Amora Hotel
Address	170 Wakefield Street Wellington New Zealand
Public Transport	The Amora Hotel is about two blocks from the public bus route along Manners Street. Bus routes and times can be viewed online at www.metlink.org.nz.
Car parking	There are several car parking buildings in the vicinity of the Amora Hotel, as shown.

Lodge your vote

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

corporateactions@computershare.co.nz

Proxy/Voting Form

www.investorvote.co.nz

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

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.

Scan the QR code to vote now.

Smartphone?

For your vote to be effective it must be received by 2:00pm (New Zealand time) Monday 28 October 2013.

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

Appointing the Chairman or any other director as your proxy The Chairman of the meeting, or any other 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 Chairman of the meeting or a director as your proxy enter 'the Chairman' or the name of the director you wish to appoint in the space allocated in 'Step 1' of this form.

Direct the Chairman, or other director, how to vote by marking one of the boxes opposite each item of business. If you do not mark a box the Chairman, or other director, as your proxy, will vote in favour of the resolution even if they have an interest in that resolution. If you mark more than one box on an item your vote will be invalid on that item.

The Chairman and the other Chorus directors are not prepared to speak at the Annual Meeting on behalf of a shareholder who appoints them as that shareholder's proxy. If you wish to be heard at the meeting you should either attend in person or appoint a proxy for that purpose, other than the Chairman or other Chorus director.

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 Proxies

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 and a signed certificate of non-revocation of the power of attorney must be produced 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 Chorus, please write them on a separate sheet of paper and return with this form, or email company.secretary@chorus.co.nz.

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 The Amora Hotel, 170 Wakefield Street, Wellington on Wednesday 30 October 2013 at 2:00pm (New Zealand time) and at any adjournment of that meeting.

*The Chairman and the other directors are not prepared to speak at the Annual Meeting on behalf of a shareholder who appoints them as that shareholder's proxy. If you wish to be heard at the meeting you should either attend in person or appoint a proxy for that purpose (other than the Chairman or other director).

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

Election of Directors		For	Against	Proxy Discretion	Abstain
Item 1	That Ms Sue Sheldon be elected as a director of Chorus Limited.
Item 2	That Mr Clayton Wakefield be elected as a director of Chorus Limited.
	Auditor Fees and Expenses
Item 3	That the Board of Chorus Limited be authorised to fix the fees and expenses of KPMG as auditor for the ensuing year.

SIGN Signature of Securityholder(s) This section must be completed.

Securityholder 1 or Sole Director and Sole Company Secretary	Securityholder 2 or Director		Securityholder 3 or Director/Company Secretary
Contact Name		Contact Daytime Telephone	Date
atte ndance s lip

Annual Meeting of Chorus Limited to be held in The Amora Hotel, 170 Wakefield Street, Wellington on Wednesday 30 October 2013 at 2:00pm (New Zealand time).

Update your information:

www.investorcentre.com/nz

By Mail:

Computershare Investor Services Limited Private Bag 92119, Auckland 1142

Enquiries:

	Phone:	+64 9 488 8777
	Fax:	+64 9 488 8787
	Email:	enquiry@computershare.co.nz

Chorus Limited annual report 2013 (section 209 notice)

Dear Shareholder

We are pleased to advise that our annual report for the period 1 July 2012 to 30 June 2013 is now available on our website at www.chorus.co.nz/annual‐report. We have chosen not to produce a concise annual report for the period.

Companies are no longer required to automatically mail printed copies of annual and half year reports to all shareholders. However, if you would prefer to receive a printed copy of these reports (when available) please tick the box below and return this form to Computershare within 15 working days of receiving it.

Yes, I'd like to receive, free of charge, a printed copy of Chorus' annual and half year reports.

Keeping in touch online

If you have not already done so, you may also wish to sign up to receive shareholder communications from Chorus via email by ticking the box below. This helps us to reduce costs and limit our environmental footprint.

Yes, I'd like to receive all Chorus shareholder communications via email. These communications may include annual and interim reports, transaction statements, payment advices and any other company related information that Chorus chooses to send electronically.

Provide your email address here

Alternatively, you can sign up for shareholder communications via email by visiting www.investorcentre.com/nz. You will need your CSN/Shareholder number and FIN to log in. Select 'View Portfolio' and log in, then select 'Communication Options' from the 'Update my details' menu.

If you have any questions about receiving shareholder communications, please contact Computershare using the contact details at the top of this form.

Substantial security holders

The total number of Chorus' ordinary shares as at 19 August 2013 was 389,299,049. According to notice given under the Securities Markets Act 1998, the following were substantial security holders in Chorus Limited as at 19 August 2013.

Substantial Security Holder	Date of Notice	Number of Ordinary Shares
Accident Compensation Corporation	23 July 2013	24,046,750
Schroder Investment Management (Australia) Limited	4 February 2013	38,288,978
Bank of New York Mellon Corporation	31 December 2012	28,681,648

ARBN: 152 485 848

27 September 2013

Seeking a framework that supports putting New Zealand on the world stage

Chorus has a bold objective for New Zealand – to create global broadband envy by providing the best possible broadband services for New Zealanders. As our shareholders, we thank you for your support in helping us bring this to life. Without your support, New Zealand wouldn't get the ambitious broadband upgrade that is underway now. A Bell Labs study shows there is almost NZ\$33 billion in economic benefits for New Zealanders with the Ultra Fast Broadband rollout, and most of these are delivered in the first seven years of the programme.

In the past week you may have seen a public relations campaign that has claimed:

• 1. That Chorus is seeking to impose a \$600 million tax on New Zealanders through potential changes to copper-based broadband pricing.
• 1. That we are trying to get the Government to rewrite our contract to build a fibre-optic broadband network for New Zealand.

The simple point is that both of these claims are incorrect. There is no tax. Nor are we asking for a rewrite of our contract. We are asking for a regulatory framework that balances fair pricing, a fair return on investment and policy settings to deliver significant benefits for New Zealand from Ultra Fast Broadband. Chorus is leading the world with our unique funding model for Ultra Fast Broadband and policy frameworks need to support New Zealand's transition to fibre.

This is why we support the Government's decision to bring forward its planned review of the regulatory framework to consider how Chorus' prices are determined. The previous Telecommunications Commissioner has also agreed that the current regulatory framework is not appropriate to support the transition to fibre.

The claims of a tax are based on the draft pricing decision for copper broadband from the Commerce Commission. This draft pricing decision is based on benchmarking prices from just two countries: Denmark and Sweden. Chorus does not think New Zealand is much like either of these countries, or that the draft price reflects our costs. This is supported further by our nearest neighbour Australia having higher broadband prices, despite New Zealand having the better broadband network.

History also shows these draft pricing decisions change after consultation and the next stage of regulatory pricing processes can take years to complete. For example, the Commission's review of copper line pricing which began in 2011 is expected to take two more years. Such delays provide confusing investment signals to the whole industry and will slow the country's migration to fibre.

When we compare Chorus to others, globally and domestically, Chorus does not earn excessive returns. Additionally, around 65% of our revenue is invested back into our business, maintaining and upgrading our existing network, along with the Ultra Fast Broadband rollout. Since our demerger from Telecom, Chorus has already delivered significant benefits for New Zealand, including:

• Over one billion dollars of capital investment for the benefit of end users.
• Our rollout of New Zealand's Ultra Fast Broadband network is ahead of schedule. More than 200,000 New Zealanders can access this network already through Chorus.
• Fibre laid to about 1,500 urban and rural schools
• A significantly reduced price for high speed copper broadband (VDSL) so New Zealanders can enjoy the benefits of better speed and transition seamlessly to Ultra Fast Broadband. We have also reduced the prices of services on our existing fibre network.
• Good progress with our part in the Rural Broadband Initiative, delivering fibre further into rural areas.

For more details you can read our recent submission on the Government's regulatory review. You can also keep track of our progress through our annual report and our more frequent reporting on Ultra Fast Broadband progress. All of these are on our website.

In the meantime, Chorus' focus remains on building the Ultra Fast Broadband network because we genuinely believe it will be good for New Zealand and New Zealanders. What better challenge is there than helping New Zealand to become a top 10 fibre country and creating global broadband envy? We look forward to working with you, the industry, Government and most of all, New Zealanders, to achieve this.

Kind regards

Mark Ratcliffe Chief Executive Chorus