CHORUS LIMITED — AGM Information 2014

Sep 23, 2014

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Chorus Limited Level 10, 1 Willis Street P O Box 632 Wellington 6140 New Zealand Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

24 September 2014

Notice of Annual Meeting, Proxy and s 209 Notice

The following will be sent to shareholders today:

• Notice of Meeting;

• Proxy Form; and

• Section 209 Notice.

The Notice of Meeting and Proxy Form will also be available on Chorus’ website at www.chorus.co.nz/chorus-annual-general-meeting-2014.

Chorus’ 2014 Annual Meeting will be held at The Amora Hotel, 170 Wakefield Street, Wellington, New Zealand on Wednesday 29 October at 2pm (New Zealand time).

The Annual Meeting will also be webcast live on Chorus’ website at: www.chorus.co.nz/webcast.

ENDS

For further information:

Ian Bonnar Corporate Affairs Manager Mobile: +64 (27) 215 7564 Email: ian.bonnar@chorus.co.nz

Brett Jackson Investor Relations Manager Phone: +64 4 896 4039 Mobile: +64 (27) 488 7808 Email: brett.jackson@chorus.co.nz

Notice of Annual Meeting 2014

Notice is hereby given that the 2014 annual meeting of shareholders (Annual Meeting) of Chorus Limited (Chorus) will be held

Important dates

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

Where When The Amora Hotel Wednesday 170 Wakefield Street 29 October 2014 Wellington Commencing at 2:00pm New Zealand (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.

27 October 2014, 2:00pm Latest time for receipt of Proxy Forms

28 October 2014, 5:00pm Record date for voting entitlements for the Annual Meeting

29 October 2014, 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 Anne Urlwin be elected as a director of Chorus.

2. That Dr Keith Turner be elected as a director of Chorus. Biographical details of each director offering themselves for election are set out in Explanatory Note 1.

Directors’ Remuneration

1. That the maximum aggregate remuneration able to be paid to all directors (in their capacity as directors) be increased by $120,000 from $980,000 per annum to $1,100,000 per annum.

See Explanatory Note 2.

Auditor Fees and Expenses

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

See Explanatory Note 3.

By order of the Board

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Vanessa Oakley General Counsel & Company Secretary 24 September 2014

Notice of Annual Meeting 2014

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 Urlwin and Dr Turner, both being eligible, offer themselves for election at Chorus’ 2014 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.

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Anne Urlwin BCom, CA, F InstD, FNZIM, ACIS

Director since 1 December 2011; independent

Anne Urlwin is a professional director with more than 20 years’ experience in a diverse range of sectors including infrastructure, construction, technology and regulatory services. She is currently chairman of commercial construction company Naylor Love Enterprises, and a director of Steel & Tube Holdings, Summerset Group, Southern Response Earthquake Services and OnePath Life. She is a chartered accountant with extensive experience as both a chairman and member of Audit and Risk committees. She is a former director of Meridian Energy and Airways Corporation, and a former chairman of the New Zealand Blood Service and New Zealand Domain Name Registry.

Anne is chairman of Chorus’ Audit and Risk Management Committee.

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Keith Turner BE (Hons), ME, PhD, DistFIPENZ

Director since 1 December 2011; independent

Dr Keith Turner has an extensive track record in regulated utilities, both during his 40 year professional career in New Zealand’s electricity industry and more recently as a professional director.

He is deputy chairman of Auckland International Airport, and a director of Victoria Power Networks and South Australia Power Networks, all regulated utilities. He is also a director of Spark Infrastructure, an ASX100 company. In addition he is chairman of Fisher and Paykel Appliances and Emirates Team NZ.

Dr Turner held many senior executive roles within NZ’s electricity industry, participating widely in the sector’s reform and separation from 1988 through to 1999. He was CEO of Meridian Energy for 9 years from its establishment in 1999.

Keith is a member of Chorus’ Human Resources and Compensation Committee and the UFB Steering Committee.

Explanatory Note 2: Directors’ Remuneration

Chorus’ current directors’ fee pool of $980,000 was put in place at demerger in 2011 and approved by shareholders at Chorus’ 2012 annual meeting.

Over the past two years considerable additional work has been required of directors beyond normal business, particularly given the challenging regulatory environment and the reshaping of the Chorus business.

It is proposed that the total amount of the annual directors’ fee pool be increased by $120,000 from an aggregate of $980,000 to an aggregate of $1,100,000 to provide sufficient flexibility to appoint an additional director should that be considered appropriate in the future. The independent directors unanimously elected not to take any annual increase in fee payments and consequently the director fee structure from the 2014 financial year continues through the 2015 financial year without change.

In accordance with the NZX Main Board and ASX Listing Rules, Chorus will disregard any votes cast on resolution 3 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.

This means that, if a director is appointed as the shareholder’s proxy, the director cannot cast that proxy vote in respect of resolution 3 unless the shareholder has expressly directed the director to vote for or against the resolution (rather than in accordance with a proxy holder discretion).

For the purposes of ASX Listing Rule 10.17, no securities have been issued to Chorus’ non executive directors with the approval of shareholders under ASX Listing Rules 10.11 or 10.14 at any time in the past three years.

Explanatory Note 3: Auditor Fees and Expenses

KPMG are currently Chorus’ auditors and 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.

Notice of Annual Meeting 2014

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 28 October 2014.

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.

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 2.00pm on 27 October 2014. You may return your proxy by:

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

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). A poll may also be called by five or more shareholders. 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

• 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 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 3 Directors’ Remuneration , where directors will not vote except in accordance with the appointing shareholder’s express direction).

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.

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 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 28 October 2014, your shareholding is different from that shown on the Proxy/Voting Form, you can update the entitlement on arrival at the meeting.

Notice of Annual Meeting 2014

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

Email: 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

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Michael Fowler
Centre carpark
Lombard
carpark
The Amora
Hotel
Te Papa
carpark
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Australia

Email: 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.

Sourced: Google Maps

ARBN 152 485 848

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Lodge your vote

Online

www.investorvote.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 corporateactions@computershare.co.nz

Proxy/Voting Form

www.investorvote.co.nz

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

Smartphone?

Scan the QR code to vote now.

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.

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For your vote to be effective it must be received by 2:00pm (New Zealand time) Monday 27 October 2014.

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 (except in the case of resolution 3 Directors’ Remuneration , where directors will not vote except in accordance with your express direction). 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

ARBN 152 485 848

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 29 October 2014 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

Item 1 That Ms Anne Urlwin be elected as a director of Chorus Limited. Item 2 That Dr Keith Turner be elected as a director of Chorus Limited. Directors’ Remuneration Item 3 That the maximum aggregate remuneration able to be paid to all directors (in their capacity as directors) be increased by $120,000 from $980,000 per annum to $1,100,000 per annum.

		Proxy
For	Against	Discretion	Abstain

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Auditor Fees and Expenses

Item 4 That the Board of Chorus Limited be authorised to fix the fees and expenses of KPMG as auditor.

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

ATTENDANCE SLIP

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Annual Meeting of Chorus Limited to be held in The Amora Hotel, 170 Wakefield Street, Wellington on Wednesday 29 October 2014 at 2:00pm (New Zealand time) .

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Update your information:

Online:

 Online: 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 2014 (section 209 notice)

Dear Shareholder

We are pleased to advise that our annual report for the period 1 July 2013 to 30 June 2014 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 half year reports, transaction statements, payment advices and any other company related information that Chorus chooses to send

Provide your email address here

Alternatively, you can elect your preferences for shareholder communications by logging into

www.investorcentre.com/nz. You will need your CSN or Holder Number and FIN to initially access the Investor Centre and register your account. Once you have logged in, select ‘My profile’ and click on the ‘update’ button on the communication preferences tile.

If you have any further 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 6 August 2014 was 396,369,767. According to notice given under the Securities Markets Act 1998, the following were substantial security holders in Chorus Limited as at 6 August 2014.

Substantial Security Holder	Date of Notice	Number of Ordinary Shares
Accident Compensation Corporation	22 July 2014	32,581,123
Schroders plc	25 February 2014	22,353,579
Allan Gray Australia Pty Limited	29 July 2014	19,839,411
L1 Capital Pty Limited	5 August 2014	19,953,203

ARBN: 152 485 848