CHORUS LIMITED — Capital/Financing Update 2013

May 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 May 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:

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

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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 be issued	CFH Equity Securities, CFH Debt Securities & CFH Warrants
$\mathbf{z}$	Number of + securities issued or to be issued (if known) or maximum number which may be issued	2,822,391 CFH Equity Securities 2,822,391 CFH Debt Securities 130,388 CFH Warrants

Principal terms of the ⁺securities (eg, if options, exercise price and date; if partly expiry paid ⁺securities, the amount outstanding and due dates for if payment; ⁺convertible securities, the conversion price and dates for conversion)

$\overline{\mathbf{3}}$

The CFH Equity Securities are redeemable preference shares carrying no right to vote at meetings of holders of ordinary Chorus Shares, but entitle the holder to a right to a repayment preference on liquidation.

The CFH Debt Securities are unsecured, non interest bearing and carry no voting rights at meetings of holders of ordinary Chorus shares.

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 each of the CFH Equity Securities, CFH Debt Securities and the CFH Warrants are as set out in the 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

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the date of allotment with an existing + class	CFH Equity Securities
	of quoted + securities?	No.
	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 trust, distribution) or interest payment the extent to which they do ٠	On a liquidation or winding up of Chorus, holders of CFH Equity Securities will have the right to repayment of the issue price ranking behind creditors of Chorus but ahead of the ordinary Chorus shares. The CFH Equity Securities will otherwise carry no right to share in the surplus assets of Chorus on winding up or liquidation.
	not rank equally, other than in relation to the next dividend, distribution interest Or payment	CFH Debt Securities
		No.
		The principal amount of each CFH Debt Security will consist of a senior portion, equal to the present value of the sum repayable on the CFH Debt Security, and a subordinated portion equal to the remainder or the face value. The senior portion will rank equally with all other unsecured, unsubordinated creditors of Chorus. The subordinated portion will rank below all other indebtedness of Chorus. On. winding up, dissolution or liquidation of Chorus, no payment shall be made to holders of CFH Debt Securities in respect of the other until all subordinated portion indebtedness of Chorus is repaid in full.
		CFH Warrants
		N/a
5	Issue price or consideration	\$NZ1.00 per CFH Equity Security \$NZ1.00 per CFH Debt Security Nil per CFH Warrant
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Call notice issued by Chorus to Crown Fibre Holdings Limited ("CFH") on 15 May 2013 pursuant to the terms of the subscription agreement between Chorus and CFH dated 9 November 2011. The funds are to be used by Chorus in the construction of the Ultra- Fast Broadband network in New Zealand.

17 May 2013 for each of the CFH Equity Dates of entering ⁺securities $\overline{7}$ into uncertificated holdings or Securities, CFH Debt Security and the CFH despatch of certificates Warrants

		Number	+ Class
8	Number and $\frac{1}{2}$ class of all 389,299,049 *securities quoted on ASX (including the securities in clause 2 if applicable)		fully paid ordinary shares

Number $\overline{+Class}$ $\overline{\text{CFH}}$ Number and ⁺class of all 41,312,336 Equity $\overline{9}$ *securities not quoted on ASX Securities (including the securities in (unquoted) clause 2 if applicable) CFH Debt Security 41,312,336 (unquoted) 1,873,809 CFH Warrants (unquoted)

⁺ See chapter 19 for defined terms.

To the extent they have not been redeemed, will become dividends payable on an increasing proportion of the CFH Equity Securities from 2025 onwards. The dividend rate on the CFH Equity Securities will be equal to a reference rate plus a margin of 6% per annum. Chorus is not obliged to declare any dividend on CFH Equity Securities in respect of any period, but if it does not make a scheduled dividend on the CFH Equity Securities it may not make any distribution on ordinary shares in until a subsequent dividend on the CFH Equity Securities is paid in full. The dividends payable on the CFH Equity Securities are non- cumulative. If at any time Chorus's credit rating is three notches or more below its initial rating, no dividends will be scheduled or payable on the CFH Equity Securities. Details of the dividends for the CFH Equity Securities are set out on pages 140 to 141 of the demerger Scheme Booklet dated 13 September available and 2011 at http://www.chorus.co.nz/file/4926/scheme- booklet.pdf CFH Debt Securities N/a CFH Warrants N/a	10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	CFH Equity Securities

Part 2 - Bonus issue or pro rata issue

$\mathbf{n}$

			security holder approval 1
required?

n/a

• $\mathbf{12}$ Is the issue renounceable or non- $\sqrt{n/a}$ renounceable?
• Ratio in which the ⁺securities $n/a$ $13$ will be offered

14	+ Class of + securities to which the n/a offer relates
15	determine + Record date n/a to entitlements
16	different Will holdings on n/a registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements n/a in relation to fractions
18	Names of countries in which the n/a entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date for receipt of 1 n/a acceptances or renunciations
20	Names of any underwriters n/a
21	Amount of any underwriting fee n/a or commission
22	Names of any brokers to the $n/a$ issue
23	Fee or commission payable to n/a the broker to the issue
24	Amount of any handling fee n/a payable to brokers who lodge acceptances or renunciations on behalf of + security holders
25	If the issue is contingent on n/a *security holders' approval, the date of the meeting

$\ddot{\phantom{a}}$

⁺ See chapter 19 for defined terms.

• $26$ Date entitlement and acceptance form and prospectus or Product Disclosure Statement 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 $\sqrt{n/a}$ $28$ applicable)
• Date rights trading will end (if $\sqrt{n/a}$ ) 29 applicable)
• How do ⁺security holders sell 30 their entitlements in full through a broker?
• How do *security holders sell $3¹$ of their entitlements part through a broker and accept for the balance?
• How do ⁺security holders dispose $3²$ of their entitlements (except by sale through a broker)?

⁺Despatch 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

$n/a$

$n/a$

$n/a$

$n/a$

$n/a$

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

35	If the 'securities are 'equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
36	If the 'securities are 'equity securities, a distribution schedule of the additional *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
-37	A copy of any trust deed for the additional + securities

Entities that have ticked box 34(b)

38	Number of securities for which + quotation is sought
39	Class of + securities for which quotation is sought
40	Do the + securities rank equally in all respects from the date of allotment 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 trust, distribution) or interest payment the extent to which they do not rank equally, other than in
	relation to the next dividend, distribution interest or payment

⁺ See chapter 19 for defined terms.

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

Number	+ Class

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf 1$ 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 any $\overline{\mathbf{3}}$ 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 not available now, 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.

Date: 17 MOY 2013 Sign here: (Company secretary)

Print name: Vanessa Oakley

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

⁺ See chapter 19 for defined terms.

Market Information Services Section NZX Limited Wellington

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

Email: company.secretary@chorus.co.nz

20 May 2013

NOTIFICATION OF ISSUE OF SECURITIES

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

Pursuant to Listing Rule 7.12.1 please be advised as follows:

(a) Class of Security:	CFH Equity Securities (unquoted)	CFH Warrants (unquoted)
(b) ISIN:	Not applicable	Not applicable
(c) Number of Securities issued:	2,822,391	130,388
(d) Issue price:	NZ\$1.00 per CFH Equity Security	Nil
(e) Payment:	Cash	Nil
(f) Amount paid up:	Paid in full	Not applicable
(q) Reason for issue:	Call notice issued by Chorus to Crown Fibre Holdings Limited (CFH) on 15 May 2013 pursuant to the terms of the subscription agreement between Chorus and CFH dated 9 November 2011 (Subscription Agreement)	Call notice issued by Chorus to CFH on 15 May 2013 pursuant to the terms of the Subscription Agreement.
$(h)$ % of the total class of securities issued:	0.61% of those CFH Equity Securities eligible to be issued under this programme	0.61% of those CFH Warrants eligible to be issued under this programme
Specific (i) authority for issue:	Board resolution passed on 3 April 2012	Board resolution passed on 3 April 2012
(j) Terms or details of issue:	The terms of issue are as set out in the Subscription Agreement. Further information regarding the terms of the CFH Equity Securities is set out in the demerger scheme booklet dated 13 September 2011,	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

	which is available at http://www.chorus.co.nz/file/4926/sch eme-booklet.pdf	available at http://www.chorus.co.nz/file/4926/s cheme-booklet.pdf
$(k)$ Total number of securities of the class in existence after the issue:	82,624,672 (unquoted)	1,873,809 (unquoted)
(1) Treasury stock (acquisition only):	Not applicable	Not applicable
$(m)$ Date of issue:	17 May 2013	17 May 2013

Yours faithfully

Vanessa Oakley
General Counsel & Company Secretary

$\sqrt{2}$