CHORUS LIMITED — Capital/Financing Update 2013

Nov 19, 2013

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

Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

20 November 2013

Notification of issue of CFH securities

Chorus Limited has issued further Crown Fibre Holdings (CFH) securities as per the attached notice.

ENDS

For further information:

Andrew Hopkinson Treasurer Mobile: +64 (27) 249 5678 Email: Andrew.hopkinson@chorus.co.nz

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Chorus Limited ("Chorus")

ABN

152 485 848

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

⁺Class of ⁺securities issued or to $\mathbf{I}$ be issued

CFH Warrants

• Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
• $\overline{\mathbf{3}}$ Principal terms of the ⁺securities $(e.g.$ if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates for payment; if +convertible securities. the conversion price and dates for conversion)

140,054 CFH Warrants

The CFH Warrants are an option to acquire ordinary shares in Chorus on a specified exercise date at a set strike price.

The terms of the issue for the CFH Warrants are as set out in the the subscription agreement between Chorus and Crown Fibre Holdings Limited dated 9 November 2011 (Subscription Agreement). Further details are set out on pages 139 to 142 of the demerger Scheme Booklet dated 13 September 2011 and available http://www.chorus.co.nz/file/4926/scheme $at$ booklet.pdf

4	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a distribution) trust, or interest payment the extent to which they do ٠ not rank equally, other than relation to the next in. dividend, distribution or interest payment	N/a
5	Issue price or consideration	Nil per CFH Warrant
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Adjustment to the number of warrants outstanding following the ordinary dividend paid on 11 October 2013, in accordance with the Subscription Agreement.
6a	Is the entity an + eligible entity obtained security has that approval under rule holder 7.1A?	N/a
	If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i
6b	The date the security holder resolution under rule 7.1A was passed	N/a
6с	Number of + securities issued without holder security approval under rule 7.1	N/a
6d	Number of + securities issued with security holder approval under rule 7.1A	N/a

Appendix 3B Page 2

⁺ See chapter 19 for defined terms.

• Number of ⁺securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of $+$ securities issued under an exception in rule 7.2
• If ⁺securities issued under rule 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule $for$ $7.1A$ non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

⁺Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and ⁺class of all *securities quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
396,369,767	fully paid ordinary shares

$N/a$

$N/a$

$N/a$

19 November 2013

$N/a$

$N/a$

		Number	+ Class
9	and + class of all Number - *securities not quoted on ASX (including the + securities in	74,702,524	CFH Equity Securities (unquoted)
	section 2 if applicable)	74,702,524	CFH Debt Securities (unquoted)
		3,867,670	CFH Warrants (unquoted)
10	Dividend policy (in the case of a $\mid N/a \rangle$

From policy (in the case of a
trust, distribution policy) on
the increased capital (interests)

Part 2 - Pro rata issue

$\mathbf{u}$	holder security approval Is required?	N/a
$12 \overline{ }$	Is the issue renounceable or non- renounceable?	N/a
13	Ratio in which the + securities will be offered	N/a
14	+ Class of + securities to which the offer relates	N/a
15	+Record date determine to entitlements	N/a
16	different holdings Will on registers (or subregisters) be calculating aggregated for entitlements?	N/a
17	Policy for deciding entitlements in relation to fractions	N/a
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/a

Appendix 3B Page 4

⁺ See chapter 19 for defined terms.

19			Closing date for receipt of
	acceptances or renunciations

• Names of any underwriters $20$
• Amount of any underwriting fee | $21$ or commission
• Names of any brokers to the $\lceil N/a \rceil$ 22 issue
• Fee or commission payable to $N/a$ $23$ the broker to the issue
• Amount of any handling fee $24$ payable to brokers who lodge acceptances or renunciations on behalf of security holders
• If the issue is contingent on $\lceil$ $25$ security holders' approval, the date of the meeting
• $26$ Date entitlement and acceptance form and offer documents will be sent to persons entitled
• If the entity has issued options, $27$ and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• Date rights trading will begin (if $\sqrt{\frac{N}{a}}$ ${\bf 28}$ applicable)
• Date rights trading will end (if $\vert$ N/a 29 applicable)
• $30_o$ How do security holders sell their entitlements in full through a broker?
• How do security holders sell part $|N/a|$ $31$ of their entitlements through a broker and accept for the balance?

$N/a$

$N/a$

$N/a$

$N/a$

$N/a$

$N/a$

$N/a$ $N/a$

• How do security holders dispose $N/a$ $32$ of their entitlements (except by sale through a broker)?
• ⁺Issue date 33

N/a

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities 34 (tick one)
• $(a)$ *Securities described in Part 1
• $(b)$

All other *securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

If the 'securities are 'equity securities, the names of the 20 largest holders of 35 the additional *securities, and the number and percentage of additional *securities held by those holders If the *securities are *equity securities, a distribution schedule of the additional 36

*securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over

A copy of any trust deed for the additional +securities 37

Entities that have ticked box 34(b)

Number of ⁺securities for which 38 ⁺quotation is sought

Appendix 3B Page 6

04/03/2013

⁺ See chapter 19 for defined terms.

• ⁺Class of ⁺securities for which 39 quotation is sought
• Do the ⁺securities rank equally in $40$ all respects from the ⁺issue date with an existing ⁺class of quoted ⁺securities?

If the additional ⁺securities do not rank equally, please state:

• the date from which they do $\bullet$
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution $\overline{\text{or}}$ interest payment
• Reason for request for quotation $4¹$ now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another ⁺security, clearly identify that other +security)

Number $+$ class and of all 42 ⁺securities quoted on ASX (including the $^+$ securities $\;$ in clause 38)

Number	+ Class

Quotation agreement

• +Ouotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those 'securities should not be granted +quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of $\overline{\mathbf{3}}$ any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$== == == == ==$

Sign here:

. . . . . . . . . . . . . . . . . . . . (Director/Company secretary)

Date: $19$ November 2013

Print name:

VANESSA OAKLEY

Appendix 3B Page 8

⁺ See chapter 19 for defined terms.

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

Market Information Services Section NZX Limited Wellington

Email: company.secretary@chorus.co.nz

20 November 2013

NOTIFICATION OF ISSUE OF SECURITIES

Notice from Chorus Limited ("Chorus") pursuant to Listing Rule 7.12.1.

(a) Class of Security:	CFH Warrants (unquoted)
ISIN: (b)	Not applicable
(c) Number of Securities issued:	140,054
(d) Issue price:	Nil
(e) Payment:	Nil
(f) Amount paid up:	Not applicable
(g) Reason for issue:	Adjustment to the number of warrants outstanding following the ordinary dividend paid on 11 October 2013, in accordance with the subscription agreement between Chorus and Crown Fibre Holdings Limited dated 9 November
$(h)$ % of the total class of securities issued:	2011 (Subscription Agreement). Not applicable
Specific (i) authority for issue:	Board resolution passed on 3 April 2012
(j) Terms or details of issue: (k) Total	The terms of issue are as set out in the Subscription Agreement. Further information regarding the terms of the CFH Warrants is set out in the demerger scheme booklet dated 13 September 2011, which is available at http://www.chorus.co.nz/file/4926/scheme- booklet.pdf 3,867,670 (unquoted)

Pursuant to Listing Rule 7.12.1 please be advised as follows:

number of securities of the class in existence after the issue:
Treasury stock (acquisition only):	Not applicable
Date of (m) issue:	19 November 2013

Yours faithfully

$#$

Vanessa Oakley
General Counsel & Company Secretary