CHORUS LIMITED — Capital/Financing Update 2020

Apr 21, 2020

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

Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

22 April 2020

Notification of issue of CIP warrants

Chorus Limited has issued further Crown Infrastructure Partners (CIP) warrants as per the attached notice.

Authorised By:

David Collins Chief Financial Officer

ENDS

For further information:

Steve Pettigrew Head of External Communications Mobile +64 (27) 258 6257 Email: Steve.Pettigrew@chorus.co.nz

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

Updated as at 28 January 2019

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Capital Change Notice

Section 1: issuer information
Name of issuer	Chorus Limited
NZX ticker code	CNU
Class of Financial Product	CIP1 Warrants (unquoted)
ISIN	N/a
Section 2: capital change details
Number issued/acquired/redeemed/	207,945 CIP1 Warrants (unquoted).
Nominal value (if any)	N/a.
Issue/acquisition/redemption/ price	Nil per CIP1 Warrant.
Nature of the payment (for example,cash or other consideration)	N/a.
Amount paid up (if not in full)	N/a.
Percentage of total class of FinancialProducts issued/acquired/redeemed/(calculated on the number of FinancialProducts of the Class, excluding anyTreasury Stock, in existence)	1.49% CIP1 Warrants
For an issue of Convertible FinancialProducts or Options, the principal termsof Conversion (for example theConversion price and Conversion dateand the ranking of the Financial Productin relation to other Classes of FinancialProduct) or the Option (for example, theexercise price and exercise date)	CIP1 Warrants are an option to acquire ordinaryChorus shares on a specified exercise date at a setstrike price.CIP1 Warrants are issued for no consideration witheach tranche of CIP1 Equity Securities.Each CIP1 Warrant gives the holder the right, on aspecified exercise date, to purchase an ordinaryChorus share at a set strike price. The strike price isbased on a total shareholder return of 16% perannum on ordinary Chorus shares over the relevantperiod. Therefore, a holder of a CIP1 Warrant is onlylikely to exercise the CIP1 Warrant if totalshareholder return on ordinary Chorus shares hasexceeded 16% per annum over that period.The exercise dates correspond to the repaymentdates for the CIP1 Debt Securities and the dates onwhich dividends become payable on an increasedproportion of CIP1 Equity Securities, and willtherefore be between 2025 and 2036.Further information regarding the terms of the CIP1Warrants is set out in the summary of CIP1 Securities

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	which is available athttps://company.chorus.co.nz/reports.
Reason for issue/acquisition/redemptionand specific authority forissue/acquisition/redemption/ (thereason for change must be identifiedhere)	The CIP1 Warrants have been issued pursuant to:•the terms of the subscription agreementbetween Chorus and CIP dated 9 November2011, as amended by agreements betweenChorus and CIP dated 18 September 2016and 26 January 2017 (UFB1 SubscriptionAgreement); and•a Chorus Board resolution passed on 3 April2012.
Total number of Financial Products ofthe Class after theissue/acquisition/redemption/Conversion (excluding Treasury Stock) and thetotal number of Financial Products ofthe Class held as Treasury Stock afterthe issue/acquisition/redemption.	14,178,116 CIP1 Warrants (unquoted)No CIP1 Warrants are held as treasury stock.
In the case of an acquisition of shares,whether those shares are to be held astreasury stock	N/a.
Specific authority for the issue,acquisition, or redemption, including areference to the rule pursuant to whichthe issue, acquisition, or redemption ismade	Board resolution passed on 3 April 2012.The CIP1 Warrants have been issued under listingrule 4.2 pursuant to a waiver dated 30 November2011.
Terms or details of the issue,acquisition, or redemption (for example:restrictions, escrow arrangements)	The terms of issue are as set out in the UFB1Subscription Agreement. Further informationregarding the terms of the CIP1 Warrants is set out inthe summary of CIP1 Securities which is available athttps://company.chorus.co.nz/reports.
Date of issue/acquisition/redemption	21 April 2020
Section 3: authority for this announcement
Name of person authorised to make thisannouncement	Elaine CampbellGeneral Counsel & Company Secretary
Contact phone number	+64 9 975 2983
Contact email address	Elaine.Campbell@chorus.co.nz
Date of release via MAP	22 April 2020

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