CHORUS LIMITED — AGM Information 2018

Sep 24, 2018

==> picture [201 x 23] intentionally omitted <==

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

Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

25 September 2018

Notice of annual meeting and proxy

Chorus’ notice of meeting and proxy form to be sent to shareholders are attached.

The notice of meeting and proxy form will also be available on Chorus’ website at https://www.chorus.co.nz/annual-meeting.

Chorus’ 2018 Annual Shareholders’ Meeting will be held at Chorus’ Wellington office, Aon Centre, level 10, 1 Willis Street, Wellington, New Zealand on Thursday 1 November at 10.30am (New Zealand time).

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

ENDS

For further information:

Nathan Beaumont Media and PR Manager Phone: +64 4 896 4352 Mobile: +64 (21) 243 8412 Email: Nathan.Beaumont@chorus.co.nz

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

==> picture [596 x 278] intentionally omitted <==

----- Start of picture text -----

notice of
annual meeting
2018
----- End of picture text -----

Notice is hereby given that the Chorus Limited (Chorus) 2018 annual meeting of shareholders (Annual Meeting) will be held at our Wellington office.

Where

When

Aon Centre Thursday Level 10 1 November 2018 1 Willis Street Commencing at 10:30am Wellington (New Zealand time) New Zealand

www.chorus.co.nz/webcast

Important dates

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

30 October 2018, 10:30am

Latest time for receipt of Proxy Forms

31 October 2018, 5:00pm

Record date for voting entitlements for the 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.

1 November 2018, 10:30am

Annual Meeting

Business

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

Re-election of Directors

1. That Dr Patrick Strange be re-elected as a Chorus director.

2. That Ms Anne Urlwin be re-elected as a Chorus director.

3. That Mr Murray Jordan be re-elected as a Chorus director.

Details of each director offering themselves for re-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.

See Explanatory Note 2.

By order of the Board

==> picture [151 x 49] intentionally omitted <==

Elaine Campbell General Counsel & Company Secretary 25 September 2018

==> picture [69 x 8] intentionally omitted <==

Notice of Annual Meeting 2018

Explanatory Notes

Explanatory Note 1: Re-election of Directors

Our constitution and the NZX Main Board Listing Rules require one-third of our directors (or, if their number is not a multiple of three, the number nearest to one-third) to retire from office at our Annual Meeting each year.

Accordingly, Patrick Strange, Anne Urlwin and Murray Jordan as three of Chorus’ longest serving directors since last being

re-elected, are retiring from office at this year’s Annual Meeting and offer themselves for re-election.

All three directors are standing with the full support of the Board and are considered by it to be independent directors.

Details of each director standing for re-election are set out below.

==> picture [99 x 99] intentionally omitted <==

==> picture [99 x 99] intentionally omitted <==

==> picture [100 x 99] intentionally omitted <==

Patrick Strange BE (Hons), PhD Chair — Director since 6 April 2015; Independent

Anne Urlwin

BCom, FCA, CFInstD, MAICD, FNZIM, ACIS Director since 1 December 2011; Independent

Murray Jordan

MProp

Director since 1 September 2015; Independent

Patrick has spent 30 years working as a senior executive and director in both private and listed companies, including more than six years as Chief Executive of Transpower where he oversaw Transpower’s $3.8 billion of essential investment in the National Grid. Patrick is currently a director of Mercury NZ, Auckland International Airport (becoming chair on 31 October 2018), and is on the board of Essential Energy Australia. Patrick is also currently a director of NZX but has announced his intention to retire from that board by its 2019 Annual Shareholders Meeting.

Patrick is chair of our Nominations and Corporate Governance Committee.

Anne has extensive directorship experience across many sectors, including construction, infrastructure, regulatory services, energy, health, sports administration and the forestry and primary sectors.

Anne is a director of Tilt Renewables, City Rail Link, Southern Response Earthquake Services, Steel & Tube Holdings, OnePath Life (NZ), and Summerset Group. Anne is also independent chair of the Ngāi Tahu Te Rūnanga Audit and Risk Committee, the former chair of commercial construction group Naylor Love Enterprises, Lakes Environmental, the New Zealand Blood Service, internet domain name registry operator NZRS and a former director of Meridian Energy.

Murray has extensive experience in the management of highly customer focused organisations and in navigating extremely complex stakeholder environments including as Managing Director of Foodstuffs North Island, one of New Zealand’s largest companies.

Murray has also previously held various general manager positions at Foodstuffs and management roles in the property investment and development sectors. He is a director of Metcash Limited, an ASX listed company, SkyCity and Stevenson Group, and a Board Trustee of Starship Foundation.

Murray is on our Human Resources and Compensation Committee.

Anne is chair of our Audit and Risk Management Committee.

==> picture [69 x 8] intentionally omitted <==

Notice of Annual Meeting 2018

Explanatory Note 2: 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.

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 5:00pm on Wednesday 31 October 2018.

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 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. It must be returned to the share registrar by 10:30am on 30 October 2018. You may return your Proxy/Voting Form 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

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

All items of business 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.

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 Elaine Campbell, General Counsel & Company Secretary, at the following addresses:

Elaine Campbell

General Counsel & Company Secretary 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.

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 Chorus 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.

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 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 Chorus 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 31 October 2018, your shareholding is different from that shown on the Proxy/Voting Form, you can update the entitlement on arrival at the meeting.

==> picture [69 x 8] intentionally omitted <==

Notice of Annual Meeting 2018

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

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/webcast. 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

Chorus’ Wellington office

Address

Aon Centre Level 10 1 Willis Street Wellington New Zealand

Access to the building can be from Willis, Victoria or Willeston Street.

Public Transport

Our office is located on the public bus route along Willis Street and close to the routes along Lambton Quay. 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 our office, as shown.

==> picture [242 x 174] intentionally omitted <==

----- Start of picture text -----

Wilson Parking
Queens Wharf
Tournament Parking 1 Willis
Plimmer Tower Street
Wilson Parking
37 Boulcott Street
----- End of picture text -----

Sourced: Google Maps

ARBN 152 485 848

==> picture [185 x 20] intentionally omitted <==

Lodge your proxy

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

Chorus Limited (Chorus) Annual Meeting Admission and Proxy/Voting Form

www.investorvote.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

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.

==> picture [55 x 55] intentionally omitted <==

For your proxy to be effective it must be received by 10:30am (New Zealand time) Tuesday 30 October 2018.

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. You must name a proxy for your appointment to be valid.

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 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 meeting, the Chair of the meeting will be your proxy and will vote in accordance with your express direction.

Direct the Chair, 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 Chair, 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.

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

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 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.

The Chair 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 Chair or other Chorus director.

Go online 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 Chorus’ Annual Meeting of shareholders to be held at Chorus’ Wellington office, Aon Centre, Level 10, 1 Willis Street, Wellington on Thursday 1 November 2018 at 10:30am (New Zealand time)* and at any adjournment of that meeting.

*The Chair 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 Chair 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

Re-election of Directors

Item 1	That Dr Patrick Strange be re-elected as a Chorus director.
Item 2	That Ms Anne Urlwin be re-elected as a Chorus director.
Item 3	That Mr Murray Jordan be re-elected as a Chorus director.
Auditor Fees and Expenses
Item 4	That the Board of Chorus Limited be authorised to fx the fees and expenses of KPMG as auditor.

			Proxy
For	Against	Abstain	Discretion

==> picture [118 x 61] intentionally omitted <==

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

Individual/Authorised offcer or attorney Individual/Authorised offcer or attorney Shareholder 1 Shareholder 2 (if applicable) Contact Name Contact Daytime Telephone	Individual/Authorised offcer o Shareholder 3 (if applicable) Date	Individual/Authorised offcer o Shareholder 3 (if applicable) Date
			r attorney

ATTENDANCE SLIP

==> picture [184 x 20] intentionally omitted <==

Annual Meeting of shareholders to be held at Chorus’ Wellington office, Aon Centre, Level 10, 1 Willis Street, Wellington on Thursday 1 November 2018 at 10:30am (New Zealand time)