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CHORUS LIMITED Capital/Financing Update 2020

Nov 8, 2020

64680_rns_2020-11-08_2601121d-ec1c-4bfb-ab47-8f120a09e32b.pdf

Capital/Financing Update

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

Email: [email protected]

STOCK EXCHANGE ANNOUNCEMENT

9 November 2020

Chorus considers retail bond offer and provides an investor presentation

Chorus is considering making an offer, subject to market conditions, of up to NZ$200,000,000 (with the ability to accept oversubscriptions at Chorus’ discretion) of unsecured, unsubordinated, fixed rate bonds ( Bonds ) to New Zealand retail and institutional investors and certain overseas institutional investors.

The offer may comprise two Series of Bonds, which are expected to have terms of seven years and/or ten years. The proceeds of any offer will be used to refinance Chorus’ NZ$400m bond maturing in May 2021.

A copy of the investor presentation in relation to the intended offer is attached.

The offer is expected to open, subject to market conditions, the week beginning 16 November 2020 and full details will be available then.

Chorus has appointed ANZ Bank New Zealand Limited ( ANZ ) as Arranger and ANZ, Craigs Investment Partners Limited, Forsyth Barr Limited and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch) as Joint Lead Managers in relation to the Bond offer.

Investors can register their interest in the offer by contacting a Joint Lead Manager as detailed below, or their financial adviser. Indications of interest will not constitute an obligation or commitment of any kind.

No money is currently being sought and applications for the Bonds cannot currently be made. If Chorus offers the Bonds, the offer will be made in accordance with the Financial Markets Conduct Act 2013 as an offer of debt securities of the same class as existing quoted debt securities. The Bonds are expected to be quoted on the NZX Debt Market.

Joint Lead Managers

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0800 269 476

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0800 367 227

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0800 226 263
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0800 942 822

Authorised by: David Collins Chief Financial Officer

ENDS

For further information:

Steve Pettigrew Head of External Communications Mobile: +64 (27) 258 6257 Email: [email protected]

Brett Jackson Investor Relations Manager Phone: +64 4 896 4039 Mobile: +64 (27) 488 7808 Email: [email protected]

Chorus Limited - Debt Investor Presentation

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DEBT INVESTOR PRESENTATION

November 2020

Important notice

Chorus Limited ( Chorus ) is considering making an offer of fixed rate bonds ( Bonds ) in reliance upon the exclusion set out in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 ( FMCA ).

No money is currently being sought and no Bonds can be applied for or acquired until the offer opens and the investor has received a copy of the offer documents in relation to the Bonds. If Chorus offers the Bonds, the offer will be made in accordance with the FMCA as an offer of debt securities of the same class as existing quoted debt securities. The Bonds are expected to be quoted on the NZX Debt Market.

Except for the interest rate and maturity date, the Bonds will have identical rights, privileges, limitations and conditions as:

  • Chorus’ bonds maturing on 6 May 2021, which have a fixed interest rate of 4.12% per annum and are currently quoted on the NZX Debt Market under the ticker code CNU010; and

  • Chorus’ bonds maturing on 6 December 2028, which have a fixed interest rate until 6 December 2023 of 4.35% per annum (and will then re-set until the maturity date) and are currently quoted on the NZX Debt Market under the ticker code CNU020;

(together the Existing Bonds ).

Chorus is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited ( NZX ) for the purpose of that information being made available to participants in the market and that information can be found by visiting www.nzx.com/companies/CNU.

The Existing Bonds are the only debt securities of Chorus that are currently quoted and in the same class as the Bonds.

Investors should look to the market price of the Existing Bonds referred to above to find out how the market assesses the returns and risk premium for those bonds.

2

Disclaimer

This presentation:

  • Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known and unknown risks, uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual results to differ materially from those contained in this presentation.

  • Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.

  • Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX and ASX listing rules, Chorus is not under any obligation to update this presentation, whether as a result of new information, future events or otherwise.

  • Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2020 and NZX and ASX market releases.

  • Includes non-GAAP financial measures including "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. They should not be used in substitution for, or isolation of, Chorus' audited consolidated financial statements. Chorus monitors EBITDA as a key performance indicator and believes it assists investors in assessing the performance of the core operations of Chorus’ business. Refer to Chorus’ FY20 results investor presentation for further detail relating to EBITDA measures.

  • Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errors or omissions.

  • Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are made as to the accuracy or completeness of such information.

  • This presentation does not constitute investment advice or a securities recommendation and has not taken into account any particular investor’s investment objectives or other circumstances. Investors are encouraged to make an independent assessment of Chorus.

  • Note that references made to $ within this presentation refer to New Zealand dollars (NZD).

  • To the extent permitted by law, the Joint Lead Managers and their respective related bodies corporate, officers, employees, agents, advisers, contractors and members: (a) disclaim any and all liability relating to this information, including, without limitation, any express or implied representation for statements and conclusions contained in and omissions from this presentation; and (b) accept no liability (whether in negligence or otherwise) for any loss, damage, costs or expenses of any nature which may be suffered or incurred by any person relying on any information or statement contained herein or otherwise arising in connection with any such information or statement. The recipient should not rely upon the contents of this presentation but should make its own assessment and evaluation, undertake an investigation and enquire and seek advice to enable it to make any decision concerning its own risks.

3

Presenters

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David Collins Chief Financial Officer

David joined Chorus in December 2018 after 9 years with Aurizon, Australia’s largest rail freight operator.

David is responsible for ensuring Chorus’ strong financial performance and creating a stable and sustainable business. This includes building relationships with shareholders, debt holders, and the wider investment community.

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Andrew Hopkinson Treasurer

Andrew joined Chorus after 17 years with Telecom where he held a number of roles in finance, before being appointed Treasurer in 2005.

Andrew worked on the debt management aspects of the Telecom / Chorus demerger. Prior to joining Telecom, Andrew worked at the Reserve Bank of New Zealand in the financial markets group.

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Brett Jackson IR Manager

Brett has run Chorus’ investor relations programme since the demerger from Telecom in late 2011.

Brett joined Chorus when it was first established as an operationally separate business unit within Telecom in 2008 and was involved in marketing communications, industry consultation and network bid projects.

4

Table of Contents

1. Key bond terms

2. Introducing Chorus

3. Business overview

4. Financial highlights

5. Appendices

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5

Key Bond Terms

Bond issue objectives: Refinance NZ$400m May 2021 Bond and general corporate purposes

Issuer Chorus Limited
Description Unsecured, unsubordinated, fixed rate bonds. The Trust Deed contains a negative pledge which ensures no security interest can be
given, except in limited circumstances (refer to the Trust Deed for further detail)
Credit rating Rating Agency
Issuer Credit Rating
Expected Issue Credit Rating
S&P Global Ratings
BBB (Stable)
BBB
Moody’s
Baa2 (Stable)
Baa2
Offer Amount Up to NZ$200 million of Bonds with the ability to accept oversubscriptions at Chorus’ discretion across two Series of Bonds. The
minimum Issue Amount in each series is NZ$100 million. Chorus may choose not to proceed with the offer or a particular Series of
Bonds.
Tenor 7 year
10 year
Offer Open Date The offer is expected to open, subject to market conditions, the week beginning 16 November 2020
Listing Bonds are expected to be listed on the NZX Debt Market
Brokerage Brokerage of 0.50% and firm fee 0.25%
Interest Rate Step-Up If a Downgrade Event exists on the first day of an Interest Period, the interest payable on the Interest Payment Date will be the
applicable Interest Rate plus the Step-up Margin. Downgrade Event means the credit rating of the Bonds (or if the bonds are not
rated) is BB+ or below on the S&P credit rating scale (or the equivalent). The Step-up Margin is 1.00 per cent per annum.
Joint Lead Managers ANZ, Craigs Investment Partners, Forsyth Barr and Westpac Banking Corporation

6

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Introducing Chorus
New Zealand’s largest fixed line
communications infrastructure business
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DEBT INVESTOR PRESENTATION

7 November 2020

Key Credit Highlights

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New Zealand’s largest fixed line communications infrastructure company Building and operating 75% of NZ’s planned fibre to the premises footprint Fibre partnership with NZ Government: pre-committed, low cost, long-term funding Regulated utility framework to underpin financial profile from 2022 Strong demand for fibre broadband, and population/premises growth Strong operating cash flows and financial performance Financial flexibility via $550m bank facility, multi-currency EMTN and NZ dollar retail bond programmes Proven commitment to maintaining a BBB credit rating (S&P or equivalent)

8

An Overview Of Chorus

New Zealand’s largest fixed line communications infrastructure business

  • Established in December 2011 following demerger from Telecom NZ

  • ~870 employees, supported by service company contractors and subcontractors

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  • Listed on NZX and ASX: CNU

  • ~$3.7 billion market capitalisation (as at 31/10/20)

A nationwide copper and growing fibre network

  • Wholesale network operator with ~100 retailer customers

  • ~1.4m connections, including ~1.2m broadband

  • 90% of way through 11-year fibre to premises rollout

  • 62% fibre uptake, well ahead of initial rollout target of 20% by 2020

  • Streaming video services and working from home driving significant data consumption

Agency Rating Outlook
S&P BBB Stable
Moody’s Baa2 Stable

9

The Ultra-fast Broadband Initiative

Ultra-fast broadband (UFB): a Government objective

  • Original objective (UFB1): fibre to premises covering 75% of population by 2020

  • Subsequent agreements (UFB2 and UFB2+) extended coverage goal to 87% of population by the end of 2022

  • Chorus was awarded ~75% of the fibre rollout. The remaining 25% includes government partnerships with three other fibre companies: Enable, Northpower, Ultrafast Fibre

UFB rollout rapidly nearing completion

UFB2 rollout (premises)

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70000
60000
50000
40000
30000
20000
10000
0
FY21 FY22 FY23
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ULTRAFAST FIBRE
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10

Our Network Infrastructure

Fibre to pass ~1.36m end customers by end 2022

Offices and apartments

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Offices and apartments IoT: pole and
cabinet assets
Fibre backhaul : to provide coverage and
mobile towers, power infrastructure Bridging the digital divide:
Fibre to smart locations : small cells providing free broadband
Exchange co-location : CCTV, traffic lights connections to 12,000 student
wireless co-location and households
network edge computing FTTP: enabling unlimited
data, enhanced Wi-Fi and
TV broadcast capability
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~600
exchanges
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~54,000km fibre; ~130,000km copper cable
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~12,000 cabinets ~300,000 poles
~40,000km duct network
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11

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Business Overview
Chorus’ role within the New Zealand
fixed line market
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DEBT INVESTOR PRESENTATION

12 November 2020

An Open Access Wholesale Network

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13

Fibre now 76% of Chorus broadband connections in planned UFB zone

No. of connections

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1,000,000
900,000
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
0
Sep-19 Dec-19 Mar-20 Jun-20 Sep-20
ADSL VDSL Fibre
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Auckland: broadband connections by
type (%)
7
8
85
Fibre VDSL ADSL
As at 30 Sept 2020
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14

UFB1 uptake: 65%

% uptake relative to capable addresses

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80%
Dec-19 Mar-20 Jun-20 Sep-20
70%
60%
50%
40%
30%
20%
10%
0%
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Average uptake
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15

Making New Zealand better

We take a long term view of our network infrastructure investments and our people take pride in delivering an asset for New Zealand’s ongoing social and economic betterment. Chorus is included in the Dow Jones Sustainability Australia Index.

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> Environment

  • Target of 80% reduction in scope 1 and 2 emissions, from our FY12 base year, by 2030. Achieved 37% reduction against target in FY20.

  • B- rating from CDP for FY19 reporting.

  • Extensive waste minimisation: 195 tonnes of waste ducting and 37 tonnes metal network components recycled in FY20.

> Social

  • FTTH estimated (2012) to contribute $32 billion in economic benefits to NZ over 20 years. Social benefits estimated (2017) at $2 billion annually.

  • Winner of Broadband World Forum’s Broadband delivering social impact award 2018 for rural broadband rollout.

  • Employee engagement 8.5 out of 10 in June 2020 (7.6 in FY19).

> Governance

  • Director gender ratio of 43% women, 57% men at 31 October 2020.

  • Target of 40:40:20 (male:female:any/either) gender ratio achieved for Chorus’ people leader community in FY20. Largest gender pay gap by career level is 4.1%. Objective to achieve 0% gender career level pay gap.

  • Minimum Shareholding Policy for directors and executives introduced in 2019.

  • Total Recordable Injury Frequency Rate decreased from 2.67 to 2.43 in FY20 with an overall reduction in injuries requiring medical treatment.

16

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Broadband: the 4 [th] utility
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DEBT INVESTOR PRESENTATION

17 November 2020

A new world of data demand

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COVID-19 Lockdowns
3
Rugby World Cup
2.5
2
Fortnite Season 5
Fibre
1.5 Network
Copper
1 Network
0.5
0
Mar-16 Sep-16 Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20
Peak Traffic (Tbps)
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18

Forecasting 1,000 Gigabytes per month by 2023…

Monthly average data usage per connection on Chorus Forecast: Average Monthly Broadband Usage our network

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Copper Fibre
1,400
Actual Forecast
<< >>
1,200
1,000
800
600
400
200
0
JUNE 2020 JUNE 2021 JUNE 2022 JUNE 2023 JUNE 2024
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19

The shift to remote working

Reliable broadband becomes a necessity

Which of the following workplace technologies do you consider as ‘must have’ when working from home or remotely in general?

Other 2 Tablet 7 VOIP 8 Wi-Fi expander/extender 13 Dedicated camera 16 Virtual network access 31 Headset 40 Wi-Fi router 48 Video conferencing 53 Smartphone 54 Computer monitors 56 High-speed connectivity to internet 74 Laptop or desktop PC 85

  • Commerce Commission report (May 2020) noted reliability of fixed line services through lockdown vs fixed wireless (average download speeds decreased by around 25% and 96% of latency tests were above 30ms)

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Source : Measuring Broadband New Zealand , Winter Report, August 2020

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20 November 2020 DEBT INVESTOR PRESENTATION
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Active wholesaler campaigns driving ARPU growth

Total mass market fibre uptake by plan type

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1Gbps
200Mbps
100Mbps
50Mbps
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33,000 mass market fibre connections added in Q1 2020

  • 1Gbps connections grew from 115k to 128k (i.e. 40% of 33k increase in total fibre connections in Q1 2020)

  • 1Gbps demand represents ~20% of new fibre connection orders in recent weeks

  • Small business connections grew from 3k to 4k

  • UFB prices capped to 2022 with annual CPI adjustment

  • New Hyperfibre products 2 & 4 Gbps services launched early 2020

21

22

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Winning in our core fibre business

We’re lifting our connections intensity in FY21

25,000 greenfield properties under contract

▪ Growth strongest in Auckland, good demand outside UFB zone

~80,000 contract UFB2 addresses ▪ to pass in Uptake continues to track at ~30% within 6 months of network build; ~80,000 FY21 stronger in some UFB2 areas (e.g. Whatawhata 80%) UFB1 + 2 addresses passed and ▪ ~50% of fibre orders are now from intact addresses as our migration/incentive ONT already programmes generate new uptake and consumers move premises ~420,000 installed UFB1 + 2 addresses already ▪

  • ~50% of fibre orders are now from intact addresses as our migration/incentive programmes generate new uptake and consumers move premises

▪ COVID-19 driving awareness of fibre reliability and capacity passed, with no ONT ▪ New marketing and incentive campaigns launching installed ▪ Uplift in managed migration volumes

23

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Regulatory Framework
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DEBT INVESTOR PRESENTATION

24 November 2020

Legislation passed in November 2018

87% of population where fibre will be available by end of 2022

Remaining 13% of population

Fibre access network – in Chorus UFB

Copper – where fibre is available:

Copper – where fibre is not available:

areas

▪ Revenue cap determined by Commission based on regulated asset base (RAB) and regulatory rate of return (WACC)

  • Copper network to be deregulated and Telecommunications Service Obligation (TSO) removed

  • Copper remains regulated and TSO applies

  • Copper pricing capped at 2019 levels with CPI adjustments

▪ Accumulated unrecovered returns on investment between 2011 and 2022 capitalised into initial RAB and recoverable in future prices

▪ Contracted price caps on fibre products to continue until 2022, with annual inflation adjustment. Price caps then only apply to specified ‘anchor services’; fibre voice service, entry level fibre broadband service and direct fibre access services

▪ Chorus can withdraw copper service subject to minimum consumer protection requirements being developed by the Commission and due in December 2020

  • Commission required to review pricing framework no later than 31 December 2025

  • Unbundled fibre (commercial price) available in UFB1 areas from 2020 and UFB2 areas from 2026

▪ Three years after new regime commences, the Commission can review the revenue cap model and anchor products, subject to specified conditions and statutory criteria

25

Overview of current RAB implementation

On 13 October and 3 November 2020, the Commerce Commission released its final Input Methodology determinations, following extensive submissions from Chorus and investors.

The determinations establish the rules that will apply to how the Maximum Allowable Revenue (MAR) will be derived.

Chorus will continue to work with the Commission through the next stage of the process where the MAR for the 3 year period from 1 January 2022 will be set.

These decisions, referred to as ‘price-quality’ decisions are expected in the 2nd half of 2021.

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26

Regulated Asset Base implementation

▪ Commerce Commission will determine the starting value of the RAB, regulatory WACC, cost allocations, expenditure allowances and maximum allowable revenue

Illustrative Only

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Building block cost stack

27

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FINANCIAL HIGHLIGHTS
Financial overview and
capital management
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DEBT INVESTOR PRESENTATION

28 November 2020

Financial snapshot

Revenue ($m)

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1,200
1,040
990 970 959
1,000
800
600
400
200
-
FY17 FY18 FY19 FY20
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EBITDA ($m)

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EBITDA ($m)
FY21 guidance
680 $640m - $660m
652
660 653
648
636
640
620
600
580
560
540
520
500
FY17 FY18 FY19 FY20 FY21
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▪ Revenue has reduced due to:

  - copper line loss in areas where Chorus is not building the fibre network

  - ▪ fixed wireless competition
  • Revenue loss partially offset by:

    • strong fibre uptake

    • customers moving to higher priced plans (e.g. 1Gbps, enhanced business plans)

  • Expect continued Fibre ARPU growth

  • Ongoing focus on cost reduction

  • New accounting standards IFRS 9, 15 and 16 were adopted from FY18

29

We’ve passed our capex peak

Capex & Leverage

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4.14 4.11
3.92
3.43
3.1 3.1
2.98
2.9
2.7
663 650
593 689 810 804
681 679 597
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21
FY21 values calculated at
Capex Senior ND/EBITDANet senior debt/EBITDA mid guidance levels
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  • Mid guidance

Key Financial ratios:

  - Capex peaked in FY18 & FY19, leverage peaked in FY20

  - UFB1 completed in November 2019

  - UFB2 scheduled to complete in CY22

  - Leverage will reduce in line with lower capex/growing free cash flow in future years

  - FY21 gross capex guidance: ▪ $630-670m

  - FY21 EBITDA guidance: ▪ $640-660m
  • Bank covenant - Net Senior Debt/EBITDA 4.75x

  • Credit rating downdriver - Net Senior Debt/EBITDA on a sustained basis ▪ > 4.25x (S&P)

  • 4.20x (Moody’s)

30

Capital management

  • Chorus Limited is rated BBB (stable) by S&P and Baa2 (stable) by Moody’s

  • The Chorus Board considers that a ‘BBB’ credit rating or equivalent is appropriate for a company such as Chorus . We maintain capital management and financial policies consistent with these ratings

  • Chorus maintains ready access to ample liquidity across cash balances and availability under its bank facilities, as well as remaining capacity under the arrangement with Crown Infrastructure Partners (CIP) with respect to UFB fibre rollout capex

  • Chorus can issue debt securities to CIP up to a total face value of $567m. These securities are non – interest bearing, repayable in tranches between 2025 and 2036, and rank equally with all other unsecured, unsubordinated creditors of Chorus

  • Chorus can issue equity securities to CIP up to a total face value of $767m, which pay no dividends until 2025 – at which point dividends are phased in between 2025 and 2036, and are deferrable (optional and mandatory) on a non-cumulative basis

  • To date $1,089m of securities have been issued to the Crown, leaving $245m of crown funding available

  • Chorus’ bank facility covenants require its net senior debt to EBITDA ratio to be no greater than 4.75 times

31

Debt and Liquidity

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1200
1100 NZD Bond (CNU020)
Bank Facility
1000
EUR EMTN
900
Face Value of CIP Debt securities issued
800
NZD Bond (CNU010)
700
785 EUR EMTN
600 Face Value of CIP Debt securities available
500
400
300
85 514 500
200 400 47
290 39
100 200 19 163
128
0 60 - 85
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036
Calendar Years
(NZ$m)
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Crown Financing ($m) at 31
October 2020
Drawn Available Total
Face Value CIP Debt Securities UFB1
UFB2/2+
462
-
-
105
462
105
Face Value CIP Equity Securities UFB1
UFB2/2+
462
165
-
140
462
305
Total Crown Financing 1,089 245 1,334

As at 31 Oct 2020, borrowings of $2,343m comprised of:

$145m Drawn from bank facilities

$400m NZD bond due May 2021

$784m equivalent at hedged rates EUR500m due October 2023

$514m equivalent at hedged rates EUR300m due December 2026 $500m NZD bond due December 2028 $2,343m Total gross debt

Bank Facilities

$ 60m May 2022

$290m April 2023

$200m April 2025

$550m

Purpose of proposed offer is to refinance the NZ$400m May 2021 Bond

No plans to issue further NZD bonds in 2021

32

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Thank you
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DEBT INVESTOR PRESENTATION

33 November 2020