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CHORUS LIMITED — Capital/Financing Update 2025
Nov 10, 2025
64680_rns_2025-11-10_7d98d17c-ec51-4d44-9e49-c3ec8e73333a.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
11 November 2025
Chorus announces new EMTN debt investor roadshow and Tender Offer for existing €300 million 0.875% senior Notes due December 2026
Chorus has prepared the attached presentation for an investor roadshow commencing Thursday 13th November 2025. A Euro denominated 7-year fixed rate benchmark transaction may follow, subject to market conditions. Any transaction will be issued under Chorus’ Euro Medium Term Note (EMTN) Programme dated 31 October 2025.
Chorus has also announced an Any & All Tender Offer for its outstanding EUR300m 0.875% Notes due 5 December 2026.
Citi, HSBC and MUFG are acting as Joint Lead and Dealer Managers on these potential transactions.
Authorised by:
Drew Davies Chief Operating Officer
ENDS
For further information:
Aleida White Head of Investor Relations Mobile: 64 (21) 155 8837 Email: [email protected]
Shannon Goldstone Head of Corporate Relations Mobile: 64 (21) 712 679 Email: [email protected]
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DEBT INVESTOR PRESENTATION
Unleashing potential through connectivity Enabling better futures for Aotearoa November 2025
Debt Investor Presentation November 2025
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Disclaimer
THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED).
This presentation has been prepared by Chorus Limited (the " Issuer ") and Chorus New Zealand Limited (the " Guarantor ") solely for your information and for your use and is not a prospectus or other offering document under any law and does not constitute an offer, recommendation or invitation to subscribe for or purchase any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. For the purposes of this notice, " presentation " means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the roadshow presentation meeting.
This presentation may not be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organisation or firm) or published in whole or in part, for any purpose or under any circumstances. In particular, the distribution of this presentation in certain jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions.
The presentation has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of the Issuer, the Guarantor and/or any of Citigroup Global Markets New Zealand Limited, HSBC Bank plc or MUFG Securities Asia Limited (together, the " Joint Lead Managers ") or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this presentation is subject to verification, correction, completion and change without notice. In giving this presentation, none of the Issuer, the Guarantor and/or any of the Joint Lead Managers or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, undertakes any obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it.
This presentation does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This presentation contains selected information about the activities of the Issuer, the Guarantor and their respective subsidiaries and affiliates (together, the " Group ") as at the date of this presentation. This presentation does not purport to contain all of the information that may be required to evaluate any investment in the Issuer or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This presentation is intended to present background information on the Group, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made. Any decision to purchase the securities in the context of an offering of securities (if any) should be made solely on the basis of information contained in the offering documentation published in relation to such offering. The merit and suitability of an investment in the Issuer or any of its securities should be independently evaluated and any person considering such an investment in the Issuer is advised to obtain independent advice as to the legal, tax, accounting, financial, credit and other related advice prior to making an investment.
To the extent available, the industry, market and competitive position data contained in this presentation has come from official or third-party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Issuer and the Guarantor believe that each of these publications, studies and surveys has been prepared by a reputable source, neither the Issuer nor the Guarantor has independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Issuer's and the Guarantor's own internal research and estimates based on the knowledge and experience of the Issuer's and the Guarantor's management in the market in which the Group operates. While the Issuer and the Guarantor believe that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation.
This presentation and the information contained herein is not intended for publication or distribution in, and does not constitute an offer of securities in, the United States or to any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933 (the " Securities Act "), as amended). The Issuer has not registered and does not intend to register an offering in the United States or to conduct a public offering of any securities in the United States. Securities may not be offered or sold within the United States without registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain limited exceptions, neither this presentation nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into the United States, its territories or possessions. Any failure to comply with the foregoing restrictions may constitute a violation of U.S. securities laws.
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Debt Investor Presentation November 2025 2
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Disclaimer
This presentation includes forward-looking statements. The words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding the Issuer' and the Guarantor's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Group operates. The forward-looking statements in this presentation are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Issuer's and the Guarantor's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Group operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. The Issuer, the Guarantor and each of the Joint Lead Managers expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Issuer's or the Guarantor's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this presentation or to update or to keep current any other information contained in this presentation. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this presentation.
This presentation includes measures of financial performance which are not a measure of financial performance under the New Zealand Equivalents to International Financial Reporting Standards (" NZ IFRS "), such as "EBITDA". These measures are presented because the Issuer and the Guarantor believe they are useful measures to determine the Group's financial condition and historical ability to provide investment returns. "EBITDA" and the other measures of financial performance in this presentation should not be considered as an alternative to cash flows from operating activities, a measure of liquidity or an alternative to net profit or indicators of the Group's operating performance on any other measure of performance derived in accordance with NZ IFRS. Because "EBITDA" is not a NZ IFRS measure, "EBITDA" may not be comparable to similarly titled measures presented by other companies.
The securities described herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (" EEA "). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (" EU MiFID II "); or (ii) a customer within the meaning of Directive (EU) 2016/97 , where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the " EU PRIIPs Regulation ") for offering or selling the securities described herein or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities described herein or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The securities described herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the " UK "). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the " EUWA "); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the " UK PRIIPs Regulation ") for offering or selling the securities described herein or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities described herein or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
The securities described herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to available to any investors in New Zealand other than wholesale investors as defined in clause 3(2)(a), (c) and (d) of the Financial Markets Conduct Act 2013. In particular, no product disclosure statement or any other disclosure document under that Act has been, or will be, prepared or lodged in New Zealand in relation to the securities described herein.
The securities described herein are expected to be rated "Baa2" by Moody's and "BBB" by Standard and Poor's. Such rating of the securities does not constitute a recommendation to buy, sell or hold the securities and may be subject to revision, suspension or withdrawal at any time by Moody's or Standard and Poor's. Such rating should be evaluated independently of any other rating of the other securities of the Issuer or the Guarantor.
By attending the meeting where this presentation is made or by accepting a copy of this presentation, you agree to be bound by the foregoing limitations and to maintain absolute confidentiality regarding the information disclosed in this presentation.
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Debt Investor Presentation November 2025 3
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Presenters
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Drew Davies Chief Operating Officer
Drew brings over 30 years of global experience in telecommunications, bringing a mix of operational, financial and commercial acumen to Chorus.
Drew has held Executive level roles with 2degrees, multinational mobile telecommunications company Trilogy Partners, and senior financial and operational roles with T-Mobile in the United States.
As COO, Drew has responsibility for all financial functions along with strategy, brand and marketing, customer experience and customer engagement.
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Andrew Hopkinson Treasurer
Andrew joined Chorus after 17 years with Telecom Corporation of New Zealand (TCNZ) where he held a number of roles in finance, before being appointed Treasurer in 2005.
Andrew worked on the debt management aspects of the TCNZ / Chorus demerger.
Prior to joining TCNZ, Andrew worked at the Reserve Bank of New Zealand in the financial markets group.
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Debt Investor Presentation November 2025 4
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Agenda
| 1 | Chorus overview | 6-7 |
|---|---|---|
| 2 | Our strategy | 8-9 |
| 3 | Our market context | 10-16 |
| 4 | Continuing our transition to an all-fibre future | 17-21 |
| 5 | Regulatory framework | 22-23 |
| 6 | Financial and non-financial highlights | 24-29 |
| 7 | Transaction summary | 30-31 |
| 8 | Appendices | 32-39 |
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Debt Investor Presentation November 2025 5
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Chorus overview
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New Zealand’s largest fixed line communications infrastructure business ; wholesale-only network operator, ~90 retail service provider customers
Chorus operates under a regulated utility-like framework ; regulated asset base and revenue cap regime on fibre
Continued strong demand for fibre broadband with 1.5m homes passed, and 1.1m or 72% active monthly with 668GB/month average data usage
Generate over NZD1bn in revenue, of which 86% is fibre to the home access and 14% is Infrastructure
Dual listed on NZX/ASX (Ticker: CNU), ADR: CHRYY; ~NZD4 billion market capitalisation (as at 31 Oct 25); strong financial performance EBITDA NZD705m & strong operating cash flows NZD559m in FY25
Financial flexibility via NZD450m bank facility and multi-currency bond programmes (EMTN, AMTN and NZD retail)
Proven commitment to investment grade rating: S&P “BBB” positive; Moody’s “Baa2” stable
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Fibre built to
87% of NZ
population;
72% fibre
uptake
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Debt Investor Presentation November 2025 6
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New Zealand’s largest digital infrastructure ‘neutral host’
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NATIONAL REACH ACCESS EXTENSIVE ASSET BASE
~22,000km 400Gbps 62 ~190,000km 1-10Gbps ~60,000km ~200,000
TRANSPORT FIBRE 400Gbps CAPABLE DWDM MESH NODES ACCESS FIBRE LAYER 2 ACCESS NATIONWIDE DUCT POLES
TRANSPORT NETWORK 400Gbps CAPABLE PRODUCTS NETWORK
51 GEOGRAPHIC EXTENSIVE 80 DIVERSE POINT-TO-POINT FIBRE ROUTES ~22,000km 14,600 ~600
FIBRE SERVICE LEADS
POINTS OF DIVERSITY CORE NODES WITH ROADSIDE CABINETS EXCHANGES
CONDUIT
INTERCONNECT FULL DIVERSITY (4 EDGECENTRES)
~200,000+ km of total fibre
Connecting
~90 1.3m 3,400 2,000+
RETAIL SERVICE PROVIDERS HOMES AND BUSINESSES MOBILE CELLSITE LOCATIONS SMART LOCATIONS
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Debt Investor Presentation November 2025 7
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Our strategy
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Debt Investor Presentation November 2025
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Looking ahead to 2030
New Zealand leads the global shift to fibre; demand for high-quality broadband networks – characterised by high speeds, high reliability and low latency – continues to grow as data-hungry digital applications become integral to economies and daily life
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Our market context
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Debt Investor Presentation November 2025
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The New Zealand broadband market
NZ BROADBAND MARKET – BY RETAILER
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2,000,000
1,500,000
1,000,000
500,000
0
Spark One 2degrees (incl Vocus) Mercury (incl Trustpower) Others
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Source: IDC
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NZ BROADBAND MARKET – BY TECHNOLOGY
2,000,000
1,500,000
1,000,000
500,000
0
Chorus xDSL Chorus mass market fibre
Chorus premium fibre Local fibre companies (UFB)
Other fibre networks Other xDSL
One cable Fixed (mobile) wireless
Legacy fixed wireless, satellite
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Data usage accelerating on our fibre network
MONTHLY AVERAGE DATA USAGE PER CONNECTION
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(GIGABYTES)
700 668
600
500
400
312
300
200
100
0
Jun-20 Sep-25
Copper Fibre
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-
Monthly average fibre data usage continues to grow: 668GB for September 2025, up 10% vs 609GB in September 2024
-
~19% of fibre customers used >1 terabyte (1,000 gigabytes) of data in June 2025 (June 2024: 16%)
-
Recent Boost indicates users have benefited from the faster download speed, improving our competitive position with consumers
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TRAFFIC ON FIBRE NETWORK
(PETABYTES)
+767 8,741
petabytes =
29,000 years
+9.6%
of HD
streaming
7,974
FY24 FY25
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-
96% of data on fibre network, showing scalability at marginal cost
-
Increasing number of peak events with 17 peak traffic events in FY25 vs 10 in FY24, eg Netflix live boxing event, Fortnite updates
-
1 petabyte = one million gigabytes
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Debt Investor Presentation November 2025 12
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What is driving data growth?
Advances in customer-facing technology, services and AI
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Debt Investor Presentation November 2025 13
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Fibre is AI ready
The resilience, reliability and scalability of fibre makes Chorus an AI enabler
-
Industry forecasts anticipate a significant step-up in AI driven data demand
-
Nokia global network traffic report forecast: AI will generate 38% of global consumer broadband traffic by 2033
NOKIA: WAN AI (ENTERPRISE AI PLATFORM) TRAFFIC, GLOBAL, MODERATE SCENARIO EXABYTES/MONTH*
Venture Insights six key takeaways:**
1. The AI Revolution Reframes the Debate: . . . no longer “fibre vs. FWA, but “which infrastructure assets are best positioned to absorb an unpredictable, AI-driven demand shock?”
2. FWA’s Value Proposition is Fragile: This position is vulnerable to the emergence of mainstream AI applications that will shatter the “good enough” performance threshold
3. Uncertainty as the Key Variable: The timing and scale of AI’s impact are unknown, but the direction is not. Infrastructure that offers maximum performance headroom and reliability makes fibre the premier long-term asset
4. Symmetry & Latency as Future KPIs: AI applications will drive demand for symmetrical bandwidth and ultra low, stable latency network requirements (key strengths of fibre networks)positioning these attributes as critical performance indicators
5. Repercussions for Asset Positioning: Core of integrated telcos’ digital service ambitions will rely on fibre access
6. A New Lens for Valuation: Investors should assess
-
telecommunications assets based on their readiness for the AI era
-
*Source: Nokia Global Network Traffic Report 2023-2033
-
**Source: Venture Insights: Fibre versus FWA in the AI age, July 2025
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Fibre uptake has lifted to 72.2%
-
Fibre uptake at 72.2%: later UFB2 areas at 63%; earlier UFB1 areas at 75%
-
Fibre footprint at 1,541,000 addresses passed* at 30 September 2025
-
Return to growth in Chorus fibre areas as copper withdrawal programme ends (see chart on right)
FIBRE UPTAKE IN CHORUS FIBRE AREA
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Addresses (% ADDRESSES PASSED) %
passed uptake
72.5
1,500,000
72.0
1,250,000 71.5
71.0
1,000,000
70.5
750,000 70.0
69.5
500,000
69.0
250,000
68.5
0 68.0
30-Jun-23 30-Jun-24 30-Jun-25 30-Sep-25
Fibre connections Inactive fibre sockets
Addresses passed Fibre uptake (%)
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CHANGE IN MASS MARKET CONNECTIONS IN CHORUS FIBRE AREA (‘000s)
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50
30
50
32
10
7
-15
-10
-33
-13
-30
-16
-50
FY24 FY25 Q1FY26
Fibre Copper broadband Copper voice
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- based on independent address data and Chorus network data for addresses passed by fibre; excludes Chorus fibre in Local Fibre Company (LFC) areas ** not active on 30 September
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Debt Investor Presentation November 2025 15
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Fibre growth continues; speeds boosted in June 2025
-
100/20Mbps plan: grew by 41k to 88k in FY25. Majority of growth from new/offnet and ~1/4 from higher speed plans
-
demand for 1Gbps+ stable; 25% of residential connections on 1Gbps or faster with ~5k on Hyperfibre 2Gbps+ plans
-
residential 50Mbps and 300Mbps plans boosted to 100Mbps and 500Mbps respectively in mid-June
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RESIDENTIAL
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1,000,000
800,000
600,000 500Mbps
59%
400,000
200,000
1Gbps+
25%
0
Jun-23 Jun-24 Jun-25 Sep-25
2Gbps+ 1Gbps 500Mbps 300Mbps
200Mbps 100Mbps <100Mbps Voice
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BUSINESS
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120,000
100,000
500Mbps
80,000 61%
60,000
40,000
20,000 1Gbps+
32%
0
Jun-23 Jun-24 Jun-25 Sep-25
2Gbps+ 1Gbps 500Mbps 300Mbps
200Mbps 100Mbps <100Mbps Voice
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Debt Investor Presentation November 2025 16
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Continuing our transition to an all-fibre future
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Debt Investor Presentation November 2025
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Becoming an all-fibre business
TOTAL COPPER AND FIBRE CONNECTIONS (#)
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1,800,000
1,600,000
Copper
< 8% of
1,400,000 Chorus
connections
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1 FY26
Copper connections Fibre connections
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Note: Copper connections includes voice connections
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Steady demand for infrastructure connectivity
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- New Property Development: new address growth from new dwellings constructed of $20m+/year
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- Data centres: e.g. new Express Connect service to simplify and accelerate DC connectivity; enables remote provisioning
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- Mobile infrastructure: e.g. backhaul demand to new cellsites
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-
Smart locations: e.g. CCTV, traffic lights
-
Legacy services: some revenue headwinds as we
-
Cu retire copper services and obsolete enterprise fibre systems
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NEW PROPERTY DEVELOPMENT PIPELINE – LOTS PASSED
40,000
order
35,000 pipeline
stabilising
at 20k-25k
30,000
25,000
20,000
15,000
10,000
5,000
0
FY20 FY21 FY22 FY23 FY24 FY25
Orders Completed
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Debt Investor Presentation November 2025 19
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Continuing to explore strategic asset optimisation
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IoT Solutions Scale EdgeCentres Fibre Expansion Copper recovery Property
optimisation
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Debt Investor Presentation November 2025 20
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Optimising for an all-fibre future
Copper retirement
Copper recovery
-
Notice period complete in Chorus areas by December; shutdown by mid-2026
-
~1,200 cabinets/sites to be powered down in FY26 to realise maintenance, electricity and emissions benefits
-
Expect copper shutdown in LFC areas by end of CY2026
-
~160km of cable recycled in FY25
-
In market to select extraction partner; programme to step up in CY2026 as urban shutdown completes
-
Expect net proceeds of $30m-$50m over ~3-7 years, subject to market prices, extraction costs etc.
Asset optimisation
Rural network expansion
-
Strategic review of asset options underway for multi-year programme aligned to copper exit timetable
-
Advancing work on alternative owners for high sites
-
Chorus proposed extension of fibre to 95% of population with expected $17bn economic benefits vs <$3bn cost
-
Endorsed by Infrastructure Commission as offering significant opportunity, but independent of funding
-
Co-ordinated government rural connectivity strategy needed; Ministry for Regulation review of legacy settings could help encourage further investment
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Debt Investor Presentation November 2025 21
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Our regulatory framework & pathway to regulatory simplification
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-
Chorus is required to provide wholesale services to retailers on a non-discriminatory basis
-
Chorus fibre access services, excluding fibre in other fibre company areas, operate under a Regulated Asset Base (RAB) building blocks regime. The Commerce Commission sets a Maximum Allowable Revenue (MAR) that includes a mechanism for revenue wash-ups and inflation and is also used for electricity lines and gas network businesses
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Areas where fibre is available (~87% population)
•
Chorus can withdraw copper services in accordance with
Copper Withdrawal Code set by Commission (6 months
notice)
•
A RAB building blocks regime with revenue cap applies to
specified fibre access services outside of other fibre
company areas
•
The building blocks regime was first introduced for 2022-
2024, settings for the next period 2025-2028 in place
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Areas where fibre is not available (~13% population)
•
Chorus supplies copper fixed line services to a diminishing
customer base
•
The Commerce Commission has recommended copper
deregulation to government
•
A Telecommunications Service Obligation (TSO) for voice
services applies to residential addresses that existed in
2001
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MINISTRY FOR REGULATION
- Telco sector review: considering whether current regulation is fit for purpose in light of technology and market changes. Chorus is seeking removal of legacy interventions that are no longer fit for purpose e.g. Telecommunications Service Obligation, shareholder cap and other obsolete rules.
Note: no change to structural separation of retail and wholesale for fibre services.
COMMERCE COMMISSION
-
Copper services deregulation: positive Commerce Commission recommendation to Minister
-
Fibre services deregulation: considering voice and backhaul services
-
Fibre input methodologies review: focus on selected key topics, e.g. risk free rate setting, network expansion investment, capex approval process
Note: no change to revenue cap as form of control
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Debt Investor Presentation November 2025 22
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Regulatory certainty on fibre to the end of 2028
• Regulatory clarity for PQP2 (CY2025-2028):
-
ID reporting (31 May) showed CNU was very close to earning the 2024 MAR
-
PQ-FFLAS opex allocations will reflect copper withdrawal and decline in copper direct costs
-
Chorus calls for regulatory simplification reflected in telco sector review terms of reference
-
Final maximum allowable revenue (MAR) decision (Dec 2024) defers $256m of core fibre asset depreciation from price-quality period 2 (PQP2)*
| PQP2 MAR | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|
| Final MAR (NZDm) | 956.9 | 1,001.0 | 1,040.8 | 1,079.7 |
| PQP2 allowances | 2025 | 2026 | 2027 | 2028 |
| Opex** (NZDm) | 197.0 | 203.6 | 208.0 | 210.9 |
| Capex*** (NZDm) | 327.6 | 290.6 | 261.3 | 260.0 |
• We expect opening core regulated asset base (RAB) to
grow from $4.99bn (Commission forecast at 13 Dec 2024) to ~$5.4bn through PQP2, based on final capex allowances and core asset depreciation
-
*PQP2 is the second regulatory period, determined by the Commission on 28 February 2023 as the 4-year period from 1 January 2025 to 31 December 2028
-
** opex allowance excludes ~$20m p.a. of pass-through costs included in MAR. Chorus expects to add $10m-$20m opex p.a. (to be recovered via wash-up) as copper shuts down in CNU fibre areas *** capex allowance may increase subject to installation demand and any future incentive proposal
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Financial and non-financial highlights
Debt Investor Presentation November 2025
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FY25 overview
A resilient result with good progress on strategy
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-
Delivered innovation through Boost speed upgrades
-
Driven greater awareness of Fibre
-
Positive regulatory pathways emerging
-
Fibre revenue growth +7%
-
Strong cost management in inflationary environment
-
Sustaining capex held flat at $205m
-
Operating cash flows of $559m, up 9%
-
Dividend up 21% to 57.5cps for FY25
-
Transitioning to Horizon 2, focus on simplicity & efficiency
* Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure without a standardised meaning for comparison between companies. We monitor EBITDA as a key performance indicator and we believe it assists investors in assessing the performance of the core operations of our business ** As at 31 December
Fibre enables a more resilient future for our stakeholders
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SCOPE 1 & 2 EMISSIONS
REDUCTION FROM FY20 BASE
YEAR (TONNES CO2e)
25%
99% TOTAL 5% ELECTRICITY 2,621 DIGITAL
LANDFILL WASTE REDUCTION VS EQUITY
DIVERTED FY24 CONNECTIONS 9,574
7,233
962 644
FY20 FY25
Scope 1 Scope 2
SBTi: 62% REDUCTION BY FY30
41% FEWER COPPER 8.4/10 0.99 TRIFR vs
CONNECTIONS VS ENGAGEMENT INDUSTRY
FY24 SCORE BENCHMARK 14.27
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*10% more data traffic in FY25, but reduced electricity usage by 5% by removing legacy equipment; for detailed Chorus’ climate related information, please refer to the Climate Statements available at company.chorus.co.nz/sustainability ** fibre broadband has a much lower fault rate than copper (~5% vs ~30% per annum) and is widely recognised as the most energy efficient broadband technology Note: our scope 2 emissions were increased in FY25 due to a 39% increase to the Ministry for the Environment purchased energy emissions factor - 2025 Emissions Factors Workbook (summary of changes) https://environment.govt.nz/publications/measuring-emissions-guide-2025/
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Leverage: 4.52x net debt/EBITDA
-
Prior periods ND/EBITDA: FY24 4.42x; HY25 4.54x
-
S&P has introduced new digital infrastructure rating criteria. Under the new criteria Chorus’ outlook has been changed to ‘positive’ (from stable), and introduced FFO based metrics
-
Financial covenants require senior debt ratio to be no greater than 5.5x net debt/EBITDA
-
Chorus issued $170m of NZ capital notes to refinance Crown financing in June
-
Net borrowings were $2,869m, up $245m from $2,624m (FY24), driven by $170m capital notes issued in June 2025
-
long term bank facilities of $450m ($220m drawn)
-
~70% of interest rate exposure fixed for 3 years
DEBT MATURITY PROFILE ($m)
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900
800
As at 30 June 2025 $m
700
112
Borrowings 2,864
600
105
+ PV of CIP debt securities (senior) 242
500
+ Net leases payable 162
400 820 364
325
Sub total 3,268
300
207
514 500
- Cash 81
200
Total net debt 3,187 100 200 200 210
170 167
Net debt/EBITDA 4.52 0
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036
Table based on unadjusted S&P and financial covenant methodology that treats capital NZ Capital Notes NZ Bond EUR MTN
notes as 50% equity
AUD MTN Crown debt securities Crown equity securities
Debt Investor Presentation November 2025 27
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Crown Funding Securities – potential divestment
On 10 October, the NZ Government announced they had instructed National Infrastructure Funding and Infrastructure Limited (NIFF) to:
-
Investigate the feasibility of selling the Crown Funding Securities (being debt and equity securities held by NIFF on behalf of the Crown) to private investors
-
NIFF’s programme of work will include due diligence of the contractual terms of the securities, commercial valuation, testing of market appetite and advice on an optimal sales process
NIFF equity securities
-
Unique class of security with no voting rights but a repayment preference on liquidation
-
Dividends become payable in tranches from 30 June 2030 to 2036 at a rate of 6 pct over 180-day BKBM (likely to be refinanced before dividends become payable)
-
Redeemable by cash payment of total issue price or the issue of Chorus shares (at a 5% discount to the 20-day VWAP for Chorus shares)
-
It is expected advice on whether to proceed with the sale will go to the NIFF board and shareholding ministers by the end of CY 2025
-
If the sale proceeds, it is expected to be completed in the first half of CY 2026
Chorus perspective
-
Ambivalent as to who owns the securities
-
A new holder cannot alter the terms of the securities without Chorus’ agreement
-
Chorus may participate in the sale process if economically rational, and would finance any acquisition in a credit neutral manner
NIFF debt securities
-
Unsecured, non-interest bearing and carry no voting rights
-
To be redeemed in tranches from 30 June 2030 to 2036 by repaying the issue price to the holder
| Crown securities ($m) | 30 June 2030 |
30 June 2033 |
30 June 2036 |
TOTAL |
|---|---|---|---|---|
| Equity securities (cumulative total) |
111.7 | 292.3 | 683.1 | 683.1 |
| Debt securities (maturity profile) |
104.7 | 166.7 | 210.2 | 481.6 |
- See over for the ranking of the Crown Funding Securities in the capital structure
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Debt Investor Presentation November 2025 28
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Ranking of Crown Funding Securities on liquidation
| Type of liability | |||
|---|---|---|---|
| Higher ranking/ earlier priority Lower ranking/ later priority |
Liabilities preferred by law (for example, Inland Revenue for certain unpaid taxes)1 | ||
| Other borrowings secured over assets of Chorus | |||
| Unsubordinated and unsecured liabilities, including Chorus’ bank debt, NZX-listed senior bonds (NZ issued retail securities), Euro Medium Term Notes, Australian Medium Term Notes, and the Senior Portion 2of the Crown Funding Debt Securities ($242mat 30 June 2025) |
|||
| NZX-listed capital notes (NZ issued retail securities) | |||
| Subordinated Portion 2of the Crown Funding Debt Securities ($240mat 30 June 2025) |
|||
| Other subordinated liabilities including Crown Funding Equity Securities ( $683m) |
|||
| Equity (shares3, reserves and retained earnings) |
- 1.Liabilities, depending on the source of payment, include employee entitlements for unpaid salaries and wages, holiday pay and bonuses, and PAYE, and amounts owing to the Inland Revenue for unpaid taxes and goods and services tax. There are typically other liabilities which are preferred by law or secured, including enforcement costs and similar, which arise when a company is in liquidation which are not possible to foresee and cannot therefore be quantified
2.The Crown Funding Debt Securities comprise a senior portion and a subordinated portion
3.Chorus’ ordinary shares which are quoted on the NZX Main Board
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Transaction summary
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Debt Investor Presentation November 2025
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Summary Terms - New Issue and Tender Offer
New Issue
| Issuer: | Chorus Limited |
|---|---|
| Guarantor: | Chorus New Zealand Limited |
| Programme: | The Information Memorandum of the Issuer’s Euro Medium Term Note Programme dated 31 October 2025 |
| Issuer Ratings: | Moody’s: Baa2 (stable) / Standard & Poor’s: BBB (positive) |
| Expected Issue Ratings: | Moody’s: Baa2 / Standard & Poor’s: BBB |
| Tenor: | 7 year |
| Size: | EUR400m(WNG) |
| Coupon: | Fixed, Annual, Actual/Actual(ICMA) |
| Format: | Senior Unsecured, Regulation S, Category2, Bearer(TEFRA D) |
| Coupon Step on Ratings Change: |
Applicable, subject to Step-up Rating Change (below Baa3/BBB-, either agency) of 1.25 per cent. per annum, or Step Down Rating Change (up to Baa3/BBB-, both agencies) back to the Rate of Interest as at the Trade Date as described in the applicable Pricing Supplement. |
| Make-Whole Call: | [DBR 1.700% due August 2032] + [⚫] bps as outlined in the Pricing Supplement |
| Early Redemption for Tax: | Applicable. See Condition 11(b)in the Information Memorandum |
| Cross Default: | Applicable. See Condition 14 in the Information Memorandum |
| Negative Pledge: | Applicable. See Condition 6 in the Information Memorandum |
| Denominations: | EUR100,000 x EUR1,000 |
| Redemption Amount: | 100% |
| Listing/ Governing Law: | EMTN / Australian Securities Exchange(ASX)/ English Law |
| Settlement: | Euroclear, Clearstream |
| Selling Restrictions: | As directed in the Information Memorandum and applicable Pricing Supplement |
| Target Market: | EU MiFID II and UK MiFIR product governance / Professional investors and ECPs only target market. Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or UK PRIIPs key information document ("KID") has been prepared as not available to retail in the European Economic Area ("EEA") or the United Kingdom ("UK"). |
Tender Offer - Description
| Offeror: | Chorus Limited |
|---|---|
| Description of the Notes | EUR300m 0.875 per cent. Notes due 5 December 2026 |
| ISIN/Common Code | XS2084759757 / 208475975 |
| Outstanding Principal Amount | EUR300m(1) |
| Maturity Date | 5 December 2026 |
| Reference Benchmark | Interpolated Mid-Swap Rate |
| Fixed Purchase Spread | 5 basis points |
| Hypothetical Purchase Price | 98.64 |
| Amount Subject to the Tender Offer | Any and all |
Tender Offer – Indicative Timetable
| Event | All dates/ times are London (BST) |
|---|---|
| Mandate Announcement & Launch of the Tender Offer |
11 November 2025 |
| Expiration Deadline | 4.00 p.m. on [25] November 2025 |
| Pricing Date & Pricing Time | At or around 10:00 a.m. on [26] November 2025 |
| Announcement of the conditional results of the Tender Offer |
As soon as reasonably practicable after the Pricing Time |
| Settlement Date | On or around [28] November 2025 |
| Financing Condition | Whether the Offeror will accept for purchase Notes validly tendered in the Tender Offer set out in this Tender Offer Memorandum is subject to the settlement and issuance of the New Notes by the Offeror on or before the Settlement Date |
| Priority Allocation in the New Notes | Qualifying Holders may, at the sole and absolute discretion of the Offeror, receive priority in the allocation of the New Notes, subject to such Qualifying Holder making a separate application for the subscription of such New Notes to one of the Dealer Managers |
1.As at the date of the Tender Offer Memorandum.
- 2.The Purchase Price is intended to reflect a yield to maturity of the Notes on the Settlement Date equal to the Purchase Yield, and will be announced as soon as reasonably practicable after the Pricing Time.
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Appendices
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Debt Investor Presentation November 2025
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Pricing data
| Product / Service | Current Price | Price from 1 Jan'26 |
|---|---|---|
| New Low Speed Plan | n/a | $28.00 (Retail price cap $55) |
| Home Fibre Starter (100/20Mbps) | $38.00 (Retail price cap $65) |
$40.50 (Retail price cap $70) |
| Home Fibre 100Mbps | $53.96 | $57.52 |
| Home Fibre 500Mbps | $56.28 | $58.73 |
| Home Fibre 920Mbps | $66.19 | $69.50 |
| Home Hyperfibre 2000Mbps | $74.90 | $76.90 |
| Home Hyperfibre 4000Mbps | $90.95 | $93.38 |
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Debt Investor Presentation November 2025 33
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New Zealand’s fibre footprint
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NORTHPOWER
TUATAHI
ENABLE
CHORUS
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87% OF POPULATION COVERED BY FIBRE TO THE PREMISES
-
NZ government supported fibre rollout from 2011-2022
-
Requirement that fibre companies be wholesale only in return for government financing
-
Chorus received ~NZ$1.3bn in low-cost, long-term government financing to build fibre in ~75% of the final footprint
FIBRE COMPANY FOOTPRINT (CONNECTIONS)
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NORTHPOWER
25,000
ENABLE CHORUS
160,000 1,122,000
TUATAHI
200,000
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Debt Investor Presentation November 2025 34
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Regulatory revenue building blocks
| Final building blocks revenue components ($m, nominal) |
2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|
| Total return on capital | 255.1 | 270.4 | 269.4 | 266.1 |
| Return on assets (RAB x WACC), Core fibre assets | 384.6 | 396.6 | 404.3 | 408.5 |
| Return on assets (RAB x WACC), Financial loss assets | 74.0 | 63.8 | 54.6 | 46.2 |
| Revaluations | (127.1) | (116.7) | (116.1) | (115.3) |
| Ex-ante stranding allowance | 6.0 | 6.0 | 6.0 | 5.9 |
| Benefit of Crown finance | (84.9) | (81.9) | (81.8) | (81.7) |
| TCSD allowance | 2.5 | 2.5 | 2.5 | 2.4 |
| Opex allowance | 197.0 | 203.6 | 208.0 | 210.9 |
| Total depreciation | 452.8 | 447.3 | 450.8 | 439.4 |
| Core fibre assets | 299.4 | 310.0 | 327.5 | 328.3 |
| Financial loss assets | 153.4 | 137.2 | 123.3 | 111.1 |
| Tax allowance | 0.0 | 0.0 | 28.3 | 101.6 |
| In-period smoothing | (13.3) | 11.6 | 13.5 | (11.4) |
| Total building blocks revenue | 891.5 | 932.8 | 970.2 | 1,006.6 |
| Pass-through costs | 19.6 | 20.2 | 20.8 | 21.4 |
| Wash-up amount (smoothed) | 45.8 | 47.9 | 49.8 | 51.7 |
| TOTAL MAXIMUM ALLOWABLE REVENUE (MAR) | 956.9 | 1,001.0 | 1,040.8 | 1,079.7 |
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Debt Investor Presentation November 2025 35
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Income statement
| FY25 $m | FY24 $m | |
|---|---|---|
| Operating revenue | 1,014 | 1,010 |
| Operating expenses | (309) | (310) |
| Earnings before interest, tax, depreciation and amortisation (EBITDA) |
705 | 700 |
| Depreciation & amortisation | (474) | (462) |
| Earnings before interest & income tax |
231 | 238 |
| Net finance expense | (210) | (217) |
| Net earnings before income tax | 21 | 21 |
| Income tax expense | (17) | (30) |
| Net earnings / (loss) | 4 | (9) |
-
Fibre connection and ARPU growth largely offset by legacy revenue decline
-
• Simplification and strong cost management offset inflation-linked and regulatory increases
• Copper asset depreciation up $9m to $99m
- Interest costs reduced $8m with weighted effective interest decreasing from 5.77% to 5.39%
• FY24 included $15m one-off non-cash expense for tax depreciation of buildings
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Debt Investor Presentation November 2025 36
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Capex
-
Gross capex reduced 3% to $415m with reduced installation spend partly offset by increased spend on footprint expansion
-
Sustaining capex was steady year-on-year at $205m
| FY25 $m | FY24 $m | |
|---|---|---|
| Sustaining capex* | 205 | 205 |
| Discretionary growth capex | 210 | 222 |
| Gross capex | 415 | 427 |
| Less: Third-party contributions** | (40) | (55) |
| Net capex | 375 | 372 |
- Sustaining capex is investment to maintain, replace or improve an existing asset
** Third-party contributions included $4m of government grants that were applied to the balance sheet for specific projects. Other contributions were recognised as revenue
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GROSS CAPEX BY CATEGORY
247
222
210
207 205 205
FY23 FY24 FY25
Sustaining capex Discretionary growth
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Debt Investor Presentation November 2025 37
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RAB and Non-RAB capex
-
Installation spend reduced by $28m
-
Copper capex reduced by $7m and includes $8m of contribution-funded activity
-
FY24 capex updated to reflect final allocations for 2024 Information Disclosure (ID). FY25 allocations unaudited and subject to 2025 ID
| RAB capex | FY25 $m | FY24 $m |
|---|---|---|
| Extending the network – growth | 88 | 58 |
| Installations – growth | 113 | 151 |
| IT & Support – sustaining | 61 | 59 |
| Network capacity – sustaining | 63 | 67 |
| Network sustain & enhance - sustaining |
44 | 32 |
| Network sustain & enhance – growth |
2 | 2 |
| Gross RAB capex | 371 | 369 |
| Less Third-party contributions* | 31 | 41 |
| Net RAB capex | 340 | 328 |
| Non-RAB capex* | FY25 $m | FY24 $m |
|---|---|---|
| Copper - growth | 1 | 2 |
| Copper – sustaining | 8 | 14 |
| Other – growth | 6 | 9 |
| Other – sustaining** | 29 | 33 |
| Gross non-RAB capex | 44 | 58 |
| Less Third-party contributions* | 9 | 14 |
| Net non-RAB capex | 35 | 44 |
-
Third-party contributions are deducted from RAB capex when calculating the value of RAB assets
-
** Some ‘Other-sustaining’ capex may be reallocated to the RAB over time
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New Zealand macro-economic data
Annual CPI (%)
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8.0%
6.0%
4.0% 3.05%
2.0%
0.0%
12 MONTHLY ROLLING GDP (%)
6.0%
4.0%
2.0%
0.0%
-1.1%
-2.0%
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-
Unemployment rate: 5.2% (Jun-25)
-
Annual inflation rate: 3% (Sep-25)
-
New dwellings consented: 34,078 (12 months ended Aug25, up 1.3% vs 12 months ended Aug-24)
-
Net migration gain: 13,700 (12 months ended Jun-25)
RBNZ OFFICIAL CASH RATE (%)
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6.0%
5.0%
4.0%
3.0%
2.0% 2.5%
1.0%
0.0%
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Source: StatsNZ, RBNZ
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THANK YOU
Debt Investor Presentation November 2025
40
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is not, does not form part of and should not be construed as an offer of securities for sale in the United States or to any U.S. Person. Neither this announcement nor any copy hereof may be taken into or distributed, directly or indirectly, in or into the United States or to any U.S. Person. The securities and guarantee thereof referred to herein have not been and will not be registered under the Securities Act or laws of any state of the United States or other jurisdiction, and may not be offered or sold in the United States or to any U.S. Person absent registration or an applicable exemption from the registration requirements of the Securities Act. No public offering of securities will be made in the United States.
This announcement is for information purposes only and is not an offer to purchase and does not constitute an invitation or solicitation to sell any securities. This announcement and the Tender Offer Memorandum referred to herein distributed do not constitute an offer to participate in the Tender Offer (as defined herein) in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or Tender Offer or for there to be such participation under applicable laws. The distribution of this announcement and the distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required to inform themselves about and to observe any such restrictions. Please refer to "Offer and Distribution Restrictions" in the Tender Offer Memorandum for further details.
11 November 2025
Chorus Limited
( incorporated with limited liability in New Zealand )
(the " Offeror ")
Invitation by the Offeror to the Qualifying Holders of the outstanding EUR 300,000,000 0.875 per cent. notes due 5 December 2026 (ISIN: XS2084759757) (the "Notes") issued by the Offeror and guaranteed by Chorus New Zealand Limited to tender any and all of their Notes for purchase by the Offeror for cash
The Offeror announces that it is inviting Qualifying Holders of the Notes to tender any and all Notes held by such Qualifying Holders for purchase by the Offeror for cash (the " Tender Offer ").
The Tender Offer is made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 11 November 2025 (the " Tender Offer Memorandum "). Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
- 1 -
| Description of the Notes |
ISIN/Common Code |
Outstanding Principal Amount |
Maturity Date |
Reference Benchmark |
Fixed Purchase Spread |
Purchase Price(2) |
Amount Subject to the Tender Offer |
|---|---|---|---|---|---|---|---|
| €300,000,000 0.875 per cent. notes due 5 December 2026 |
XS2084759757 / 208475975 |
€300,000,000(1) | 5 December 2026 |
Interpolated Mid-Swap Rate |
+5 basis points |
To be determined by the Dealer Managers at the Pricing Time |
Any and all |
Notes:
(1) As at the date of the Tender Offer Memorandum.
(2) As further described in the Tender Offer Memorandum.
Tender Offer
The Tender Offer will commence on 11 November 2025 and will expire at 4:00 p.m. (London time), on 25 November 2025 (the " Expiration Deadline "), unless extended, earlier terminated or withdrawn at the sole and absolute discretion of the Offeror as described herein.
The Offeror invites (subject to offer and distribution restrictions) Qualifying Holders of the Notes who wish to tender such notes for purchase by the Offeror for a cash amount equal to the Tender Consideration, subject to and in accordance with the terms and conditions of the Tender Offer as described in the Tender Offer Memorandum.
The Offeror proposes to accept for purchase for cash any and all of the Notes validly tendered on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Offeror will determine, in its sole and absolute discretion, the aggregate principal amount of Notes (if any) that it will accept for purchase pursuant to the Tender Offer, which amount will be announced following the Expiration Deadline. There is no maximum purchase amount and accepted Tender Instructions will not be subject to proration. The Offeror reserves the right to reject or accept any Notes validly offered for sale pursuant to the Tender Offer Memorandum in its sole and absolute discretion.
The price payable per principal amount of the Notes in respect of invitations to tender accepted by the Offeror is the Purchase Price determined as described in " Terms of the Tender Offer — Purchase Price " of the Tender Offer Memorandum by reference to the sum of the fixed purchase spread of +5 basis points over the Interpolated Mid-Swap Rate plus the Accrued Interest Payment.
Notes purchased by the Offeror pursuant to the Tender Offer will be immediately cancelled by the Offeror. Notes which have not been validly tendered and accepted for purchase pursuant to the Tender Offer will remain outstanding after the Settlement Date.
Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline and Qualifying Holders should contact the intermediary through which they hold their Notes as soon as possible to ensure proper and timely delivery of instructions.
- 2 -
Rationale for the Tender Offer
The Offeror is looking to refinance the outstanding Notes and extend the debt maturity profile of its liabilities.
New Notes and Financing Condition
The Offeror has also announced investor marketing for an offering of Euro denominated fixed rate guaranteed notes (the " New Notes "), subject to market conditions. The Tender Offer is conditional upon the settlement and issuance of the New Notes on or before the Settlement Date (the " Financing Condition "). In addition, validly submitted Tender Instructions will be irrevocable except in the limited circumstances described in the section titled " Amendment, Termination, Withdrawal or Extension " of the Tender Offer Memorandum.
Priority Allocation in the New Notes
A Qualifying Holder who wishes to subscribe for New Notes in addition to tendering or indicating its firm intention to tender Notes for purchase pursuant to the Tender Offer may, at the sole and absolute discretion of the Offeror, receive priority (the " New Notes Priority ") in the allocation of the New Notes, subject to such Qualifying Holder making a separate application for the subscription of such New Notes to one of the Dealer Managers in its capacity as Joint Lead Manager of the issue of the New Notes and in accordance with the standard new issue procedures of such Joint Lead Manager.
Such priority may be given for an aggregate principal amount of New Notes up to the aggregate principal amount of the Notes validly tendered or firmly indicated to be tendered by that Qualifying Holder and accepted for purchase by the Offeror pursuant to the Tender Offer and may be given over any investor who is applying for purchase of such New Notes without having Notes accepted for purchase in the Tender Offer. However, the Offeror is not obliged to allocate the New Notes to any Qualifying Holder who has validly tendered or indicated a firm intention to tender the Notes pursuant to the Tender Offer. Any allocation of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures.
The denomination of the New Notes will be €100,000.
To request New Notes Priority, a Qualifying Holder should contact a Dealer Manager (in its capacity as a Joint Lead Manager of the issue of the New Notes) using the contact details set out below and on the back cover page of the Tender Offer Memorandum.
The application to receive priority in the allocation of New Notes does not constitute an offer or acceptance by any Qualifying Holder to purchase New Notes, and any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the New Notes Information Memorandum, which will be available from the Joint Lead Managers on request, subject to compliance with all applicable securities laws and regulations, and no reliance is to be placed on any representations other than those contained in such New Notes Information Memorandum.
The pricing of the New Notes is expected to take place prior to the Expiration Deadline and, as such, Qualifying Holders are advised to contact a Dealer Manager (in its capacity as a Joint
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Lead Manager of the issue of the New Notes) as soon as possible prior to the Expiration Deadline and prior to the pricing of the New Notes in order to request New Notes Priority.
The Tender Offer Memorandum is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. Nothing in the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes or the guarantee thereof in the United States or any other jurisdiction. Neither the New Notes nor the guarantee thereof may be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes and the guarantee thereof have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.
The ability to purchase New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Qualifying Holder and the selling restrictions set out in the New Notes Information Memorandum). It is the sole responsibility of each Qualifying Holder to satisfy itself that it is eligible to purchase New Notes before requesting New Notes Priority.
No action has been or will be taken in any jurisdiction in relation to the Tender Offer that would permit a public offering of securities.
Procedure for Participating in the Tender Offer
A Qualifying Holder wishing to participate in the Tender Offer must deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received by the Tender and Information Agent by the Expiration Deadline. Qualifying Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Qualifying Holder in order for that Qualifying Holder to be able to participate in the Tender Offer by the deadline specified in the Tender Offer Memorandum.
Only Direct Participants may submit Tender Instructions. Each Qualifying Holder who is not a Direct Participant must arrange for the Direct Participant through which such Qualifying Holder holds its Notes to submit a Tender Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System.
The offer by a Qualifying Holder, or the relevant Direct Participant on its behalf, to participate in the Tender Offer may be revoked by such Qualifying Holder, or the relevant Direct Participant on its behalf, only in the limited circumstances described in " Amendment, Termination, Withdrawal or Extension " of the Tender Offer Memorandum.
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Expected Timetable
This is an indicative timetable and is subject to the right of the Offeror to extend, amend, terminate and/or withdraw the Tender Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
| Events Launch of the Tender Offer and announcement of investor marketing in relation to the proposed issue of the New Notes. |
Dates and Times |
|---|---|
| (All times are London time) 11 November 2025 |
The Offeror will announce the Tender Offer via publication on the ASX website and the dissemination of the Tender Offer launch announcement via Euroclear and Clearstream for communication to Direct Participants (as defined herein).
Tender Offer Memorandum (subject to the offer and distribution restrictions set out in " Offer and Distribution Restrictions ") made available on the Offer Website by the Tender and Information Agent.
Announcement of investor marketing in relation to the proposed issue of the New Notes.
Pricing of the New Notes ……………………………………… Expiration Deadline ...................................................................
Prior to the Expiration Deadline 4.00 p.m. on 25 November 2025
Deadline for receipt by the Tender and Information Agent of valid Tender Instructions in order for Qualifying Holders to be able to participate in the Tender Offer .
Pricing Date and Pricing Time ..................................................
At or around 10:00 a.m. on 26 November 2025
Provided the Offeror has not elected to amend, extend, withdraw, or terminate the Tender Offer in accordance with "Terms of the Tender Offer — Amendment, Termination, Withdrawal or Extension" of the Tender Offer Memorandum, determination of the Interpolated Mid-Swap Rate and the Purchase Price.
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Announcement of the conditional results of the Tender Offer
As soon as reasonably practicable after the Pricing Time
Announcement of whether the Offeror will accept, subject to the Financing Condition being waived by the Offeror (in its sole and absolute discretion) or satisfied on or before the Settlement Date, any Notes pursuant to the Tender Offer, and, if so accepted,
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(i) the Interpolated Mid-Swap Rate;
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(ii) the Purchase Yield;
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(iii) the Purchase Price;
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(iv) the Accrued Interest Payment;
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(v) the aggregate principal amount of Notes validly tendered and accepted for purchase;
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(vi) the aggregate principal amount of Notes that will remain outstanding after the Settlement Date; and
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(vii) the Settlement Date.
Settlement Date ........................................................................
On or around 28 November 2025
Settlement of the Tender Offer; the Offeror to pay the Tender Consideration.
The Offeror will announce the settlement of the Tender Offer.
The Offeror may, in its sole and absolute discretion, extend, withdraw, terminate or amend the terms and conditions of the Tender Offer at any time prior to the announcement by the Offeror of whether the Offeror intends to accept any Notes for purchase, as described in the Tender Offer Memorandum. Details of any amendment, extension, termination or withdrawal will be notified to Qualifying Holders and the ASX as soon as possible after it takes place.
In addition, subject to applicable law and as provided herein, the Offeror may, in its sole and absolute discretion, terminate, withdraw, amend or extend the terms of the Tender Offer at any time prior to the announcement of whether the Financing Condition has been satisfied or waived.
Significant delays may be experienced where notices are delivered through the Clearing Systems and Qualifying Holders are urged to contact the Dealer Managers or the Tender and Information Agent at the telephone numbers specified below and on the back cover of the Tender Offer Memorandum for the relevant announcements during the Tender Offer Period. All announcements will be made available upon release at the offices of the Tender and Information Agent.
Qualifying Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions
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from a Qualifying Holder to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offer in order to meet the deadlines set out above. The deadlines set by any such intermediary and each of Euroclear and Clearstream for the submission of Tender Instructions may be earlier than the relevant deadlines specified in the Tender Offer Memorandum. See " Terms of the Tender Offer - Procedures for Participating in the Tender Offer " of the Tender Offer Memorandum.
Qualifying Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer. Each Qualifying Holder is solely responsible for making its own independent appraisal of all matters such Qualifying Holder may deem appropriate in determining whether to offer Notes for purchase and, if so, the aggregate principal amount of Notes to be so offered.
Unless stated otherwise, announcements will be made by (i) the delivery of notices to each of Euroclear and Clearstream for communication to Direct Participants, (ii) by publication on the ASX website, (iii) by publication on the Offer Website (as defined below), or (iv) as required by relevant laws or regulations. Copies of all such announcements, press releases and notices can also be obtained from the Tender and Information Agent, the contact details for which are specified below and on the back cover of the Tender Offer Memorandum. In addition, Qualifying Holders may contact the Dealer Managers for information using the contact details specified below and on the back cover of the Tender Offer Memorandum.
The Tender Offer Memorandum and any other relevant notice and documents with respect to the Tender Offer will be available at https://deals.is.kroll.com/chorus (the " Offer Website ", operated by the Tender and Information Agent for the purpose of the Tender Offer.)
Citigroup Global Markets New Zealand Limited, HSBC Bank plc and MUFG Securities Asia Limited are acting as Dealer Managers for the Tender Offer and Kroll Issuer Services Limited is acting as Tender and Information Agent. For detailed terms of the Tender Offer please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Tender and Information Agent using the details below.
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CONTACT INFORMATION
Qualifying Holders who have questions regarding the Tender Offer, may contact the Tender and Information Agent or the Dealer Managers.
DEALER MANAGERS
Citigroup Global Markets New Zealand Limited Citigroup Centre, Level 11, 23 Customs Street East, P.O. Box 3429 Auckland 1140, New Zealand
Attn: Liability Management Group Tel: +44 20 7986 8969 Email: [email protected]
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom
Attn: Liability Management, DCM Tel: +44 20 7992 6237 (London) / +852 2914 8278 (Hong Kong) Email: [email protected]
MUFG Securities Asia Limited
9/F, AIA Central 1 Connaught Road Central Hong Kong
Attn: Hybrid and Liability Management Tel: +44 20 7577 1374 Email: [email protected]
Requests for information in relation to the procedures for tendering Notes in the Tender Offer, for obtaining documents and the submission of Tender Instruction should be directed to:
THE TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited
In London In Hong Kong The News Building 3[rd] Floor, Three Pacific Place 3 London Bridge Street 1 Queen's Road East London SE1 9SG Admiralty United Kingdom Hong Kong
Attn: Owen Morris / Mu-yen Lo Tel: +44 20 7704 0880 / +852 2281 0114 Offer Website: https://deals.is.kroll.com/chorus Email: [email protected]
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DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Qualifying Holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to offer Notes in the Tender Offer. None of the Offeror, the Dealer Managers or the Tender and Information Agent or any of their respective directors, employees or affiliates makes any recommendation whether Qualifying Holders should offer Notes in the Tender Offer.
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe, any such restrictions. Nothing in this announcement or in the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.
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