Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CHORUS LIMITED AGM Information 2025

Sep 30, 2025

64680_rns_2025-09-30_10240865-55c1-49c8-90d5-8441f967849e.pdf

AGM Information

Open in viewer

Opens in your device viewer

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

==> picture [200 x 21] intentionally omitted <==

Email: [email protected]

STOCK EXCHANGE ANNOUNCEMENT

1 October 2025

Notice of annual meeting and proxy/voting form

Chorus’ notice of meeting and proxy/voting form to be sent to shareholders are attached. The notice of meeting and proxy/voting form will also be available on Chorus’ website at:

    • https://company.chorus.co.nz/investors/services/your shareholding/annual meetings

Chorus Limited’s 2025 annual meeting of shareholders will be held as a virtual meeting online through Computershare’s meeting platform https://meetnow.global/nz on Wednesday 5 November at 10am (New Zealand time).

All shareholders will be able to participate in the meeting, vote and ask questions. For further information regarding how to attend the annual meeting and participate online, please refer to the attached notice of meeting and the virtual meeting guide available at www.computershare.com/vm-guide-nz.

Authorised by:

Kristel McMeekin General Counsel

ENDS

For further information:

Aleida White Head of Investor Relations Phone: + 64 21 155 8837 Email: [email protected]

Victoria Luong Media and engagement advisor Phone +64 22 490 2591 Email: [email protected]

==> picture [596 x 284] intentionally omitted <==

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

Notice of Annual Meeting 2025
NOTICE OF
ANNUAL MEETING
2025
----- End of picture text -----

Chorus Limited’s 2025 Annual Meeting of shareholders will be held as a virtual meeting (online).

Where

When

Online: Wednesday via Computershare’s online 5 November 2025 meeting platform: commencing at 10am https://meetnow.global/nz (New Zealand time)

Important dates

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

3 November 2025, 10am

Latest time for receipt of Proxy Forms

3 November 2025, 5pm

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.

5 November 2025, 10am

Annual Meeting

Business

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

Election and re-election of Directors

  1. That Ms Sue Bailey be re-elected as a Chorus director.

Auditor Fees and Expenses

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

See Explanatory Note 2.

  1. That Mr Will Irving be re-elected as a Chorus director.

  2. That Mr Mark Cross be re-elected as a Chorus director.

See Explanatory Note 1.

By order of the Board

==> picture [126 x 34] intentionally omitted <==

Kristel McMeekin General Counsel 1 October 2025

Notice of Annual Meeting 2025

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

Election and re-election of Directors – director information

==> picture [114 x 115] intentionally omitted <==

Sue Bailey

Joined: 31 October 2019

Last elected: 2022 Annual Meeting

Status: Independent

Chorus role: Non-executive director / Chair of the People, Performance and Culture Committee

Experience: Sue is an experienced director with a career of more than 30 years in telecommunications spanning fixed telephony, mobile and broadband services. Responsibilities included product and brand marketing, customer lifecycle management, strategy and leading large scale transformation.

Previous roles: Member of the Executive leadership team – Optus. CEO – Virgin Mobile Australia. Senior Vice President – Virgin Mobile USA.

Current roles outside Chorus: Director and People, Safety and Environment Committee Chair – Careflight.

Member of the Australian Institute of Company Directors.

==> picture [115 x 114] intentionally omitted <==

==> picture [115 x 114] intentionally omitted <==

Will Irving

Joined: 26 October 2022

Last elected: 2022 Annual Meeting

Status: Independent

Chorus role: Non-executive director / member of the Audit and Risk Management Committee

Experience: Will has more than 25 years of telecommunications industry experience having held a range of senior roles in the telecommunications industry in Australia ranging across strategy, wholesale, small and medium business customer sales and service, and as a lawyer.

Mark Cross

Joined: 1 November 2016

Last elected: 2022 Annual Meeting

Status: Independent

Chorus role: Chair (October 2022)

Experience: Mark is an experienced director with more than 20 years of international experience in corporate finance and investment banking.

Previous roles: Interim CEO – Telstra InfraCo; Group Executive – Telstra Wholesale; Group Managing Director – Telstra Business. Prior to his commercial management roles, Will was Group General Counsel of Telstra.

Current roles outside Chorus: Chief Strategy and Transformation Officer – NBN Co Limited (company established to design, build and operate Australia’s wholesale broadband access network).

Previous roles: Chair – Milford Asset Management; Director – Z Energy, Genesis Energy, Argosy Property.

Current roles outside Chorus: Director and Audit & Risk Management Committee Chair – Xero; Board member and investment committee chair – Accident Compensation Corporation (ACC); Director and Audit & Risk Committee Chair – Fisher & Paykel Healthcare; Chair – Vocus (Australia).

Chartered Fellow Institute of Directors NZ, Member of Chartered Accountants A&NZ, Member, Australian Institute of Company Directors.

Notice of Annual Meeting 2025

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

Explanatory Notes

Explanatory Note 1: Election and re-election of Directors

The NZX Listing Rules provide that a director of an issuer must not hold office (without re-election) past the third annual meeting following the director’s appointment or three years, whichever is longer.

Accordingly, Sue Bailey, Will Irving and Mark Cross, who were last elected at the 2022 Annual Meeting, are retiring from office at this year’s Annual Meeting and offer themselves for re-election.

Ms Bailey, Mr Irving and Mr Cross are standing with the full support of the Board. The Board unanimously recommends that shareholders vote in favour of their re-election.

Shareholders will require their CSN/Shareholder Number, which can be found on their Proxy/Voting Form, for verification purposes.

The Board has determined that each of Ms Bailey, Mr Irving and Mr Cross is an independent director.

A biographical background of each director standing for re-election is set out on the previous page.

Procedural Notes

Voting entitlements

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.

Attending the Annual Meeting - instructions

Computershare meeting platform https://meetnow.global/nz To access the meeting virtually, click ‘Go’ under the Chorus meeting and then click ‘JOIN MEETING NOW’. By using the meeting platform, you will be able to watch the meeting, vote on the resolutions and ask questions online using your smartphone, tablet or desktop device. Please refer to the Virtual Meeting Guide available at www.computershare. com/vm-guide-nz for further information on how to participate online. You will need the latest version of Chrome, Safari or Edge to access the meeting. Please ensure your browser is compatible.

If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am and 5pm Monday to Friday.

Audio will stream through the selected device, so shareholders will need to ensure that they have the volume control on their headphones or device turned up.

Shareholders can still appoint a proxy to vote for them, as they otherwise would, by following the instructions on the Proxy/Voting Form and this Notice of Annual Meeting.

Details of how to participate ‘virtually’ are provided in the - Virtual Meeting Guide, at www.computershare.com/vm guide-nz with instructions for accessing the virtual meeting. Shareholders are encouraged to review this guide prior to the Annual Meeting.

The persons who will be entitled to vote on the resolutions at the Annual Meeting are those persons who are Chorus shareholders at 5pm on Monday, 3 November 2025.

Casting your vote

You may cast your vote using one of the following options:

1. At the Annual Meeting:

If you wish, you can vote at the Annual Meeting online at: https://meetnow.global/nz For more information about voting at the Annual Meeting, please refer to the Virtual Meeting Guide, at www.computershare.com/vm-guide-nz

  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, 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 10am on Monday, 3 November 2025. You may return your Proxy/Voting Form by:

  2. Completing the Proxy/Voting Form and posting it to the share registrar; or

  3. 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 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.

Notice of Annual Meeting 2025

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

Procedural Notes continued

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 able 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 participate online or appoint a proxy other than a Chorus director.

To assist shareholders wishing to exercise their voting rights at the Annual Meeting (whether online 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 5pm on 3 November 2025, your shareholding is different from that shown on the Proxy/Voting Form, it will be updated by Chorus’ share registry, Computershare Investor Services Limited.

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

Items of business 1 to 4 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

Any eligible Shareholder/proxy attending virtually can ask questions via the Computershare meeting platform (refer to the Virtual Meeting Guide for more information).

If you wish to submit written questions prior to the Annual Meeting to be considered at the Annual Meeting, please email or post them to Kristel McMeekin, General Counsel, at the following addresses:

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

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: [email protected] 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: [email protected] www.investorcentre.com/nz

Presentations

A copy of the presentations from the Annual Meeting will be available for viewing on Chorus’ website after the conclusion of the Annual Meeting.

Kristel McMeekin General Counsel Chorus Limited PO Box 632 Wellington 6140

Email: [email protected]

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

For all enquiries contact

+64 9 488 8777

[email protected]

Chorus Limited (Chorus) Annual Meeting 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 [54 x 54] intentionally omitted <==

For your proxy to be effective it must be received by 10 am (New Zealand time) Monday, 3 November 2025.

==> picture [511 x 18] intentionally omitted <==

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

VIRTUAL MEETING
----- End of picture text -----

All shareholders will have the opportunity to attend and participate in the 2025 Annual Meeting which will be held as a virtual meeting only. The virtual meeting will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting Guide - - available at www.computershare.com/vm guide nz for further information on how to participate online.

How to Vote on Items of Business

For any assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am and 5pm Monday to Friday.

All your shares will be voted in accordance with your directions.

Appointment of Proxy

Signing Instructions for Postal Forms

Individual

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 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 (unless specifically prohibited from voting on a particular resolution). If you mark more than one box on an item of business 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 Annual Meeting, the Chair of the meeting will be your proxy and will vote in accordance with your express direction.

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

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 accompany 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 them with this form, or email [email protected].

Attending the Meeting Virtually

You can attend the meeting virtually through the Computershare Meeting Platform https://meetnow.global/nz. By using the meeting platform, you will be able to watch the meeting, vote and ask questions online using your smartphone, tablet or desktop device. Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for further information on how to participate online.

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

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 online at https://meetnow.global/nz on Wednesday, 5 November 2025 at 10 am (New Zealand time) and at any adjournment of that meeting.

STEP 2 Items of Business - Voting Instructions

Please note: If you do not mark a box your proxy may vote as they choose. 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 (unless specifically prohibited from voting on a particular resolution).

Resolutions
Election and re-election of Directors
Item 1 That Ms Sue Bailey be re-elected as a Chorus director.
Item 2 That Mr Will Irving be re-elected as a Chorus director.
Item 3 That Mr Mark Cross be re-elected as a Chorus director.
Auditor Fees and Expenses
Item 4 That the Board be authorised to fix the fees and expenses of KPMG as auditor.
Proxy
For Against Abstain Discretion

==> picture [118 x 60] intentionally omitted <==

If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy. Proxy contact Details (Phone): and (Email):

Signature of Shareholder(s)This sectionmustbe completed.
SIGN
Individual/Authorised officer or attorney
Individual/Authorised officer or attorney
Shareholder 1
Shareholder 2 (if applicable)
Contact Name
Contact Daytime Telephone
Individual/Authorised officer o
Shareholder 3 (if applicable)

Date
r attorney