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CHORUS LIMITED Major Shareholding Notification 2021

Mar 14, 2021

64680_rns_2021-03-14_979a758a-ccd2-4ac6-8273-3029dd6d01d5.pdf

Major Shareholding Notification

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Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

Note: This form must be completed in accordance with the instructions at the end of the form.

To NZX Limited

and

To Chorus Limited

Relevant event being disclosed: Movement of 1% or more in the substantial holding

Date of relevant event: 10-March-2021 Date this disclosure made: 12-March-2021 Date last disclosure made: 21-September-2020

Substantial product holder(s) giving disclosure

Full name(s): The Vanguard Group, Inc.

Summary of substantial holding

Class of quoted voting products: Ordinary shares

Summary for The Vanguard Group, Inc.

For this disclosure,—

  • (a) total number held in class: 33,540,564

  • (b) total in class: 447,024,884

  • (c) total percentage held in class: 7.503%

For last disclosure,—

  • (a) total number held in class: 28,888,241

  • (b) total in class: 444,491,560

  • (c) total percentage held in class: 6.499%

Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure:

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Trade Change Price Share Quantity
18-Sep-20 BUY 9.10 2,442
18-Sep-20 BUY 9.10 3,217
18-Sep-20 SELL 9.09 (8,691)
18-Sep-20 BUY 8.34 170,170
18-Sep-20 BUY 8.34 96,887
18-Sep-20 BUY 8.34 50,269
18-Sep-20 BUY 8.34 38,323
18-Sep-20 BUY 8.34 93,803
18-Sep-20 BUY 9.10 100,787
18-Sep-20 BUY 8.34 437,662
18-Sep-20 BUY 8.34 218,771
18-Sep-20 BUY 8.34 513,707
18-Sep-20 BUY 8.34 1,380,408
18-Sep-20 BUY 8.33 1,335
18-Sep-20 BUY 8.33 2,136
18-Sep-20 BUY 9.10 127,162
21-Sep-20 BUY 8.20 1,479
22-Sep-20 BUY 8.68 5,932
23-Sep-20 BUY 8.59 5,100
25-Sep-20 SELL 8.57 (14,352)
25-Sep-20 SELL 8.57 (11,960)
25-Sep-20 BUY 7.89 8,627
25-Sep-20 BUY 7.89 4,736
25-Sep-20 BUY 7.90 4,880
29-Sep-20 SELL 8.69 (190,498)
29-Sep-20 BUY 8.69 190,498
29-Sep-20 BUY 8.08 1,470
30-Sep-20 BUY 8.68 114,205
30-Sep-20 BUY 7.92 4,930
2-Oct-20 BUY 8.59 4,056
2-Oct-20 BUY 7.83 29,042
5-Oct-20 BUY 7.90 7,380
6-Oct-20 SELL 8.68 (23,920)
6-Oct-20 BUY 7.95 8,697
6-Oct-20 BUY 7.95 7,084
6-Oct-20 BUY 7.95 8,613
6-Oct-20 BUY 7.95 68,295
6-Oct-20 BUY 7.95 69,099
6-Oct-20 BUY 8.00 4,920
7-Oct-20 SELL 8.88 (21,528)
8-Oct-20 BUY 8.92 823

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8-Oct-20 SELL 8.91 (11,960)
9-Oct-20 BUY 8.82 3,380
9-Oct-20 BUY 8.82 8,788
13-Oct-20 SELL 8.81 (4,494)
13-Oct-20 BUY 8.17 4,960
16-Oct-20 BUY 8.60 6,132
19-Oct-20 SELL 8.05 (26,291)
20-Oct-20 SELL 8.55 (4,624)
20-Oct-20 BUY 7.96 28,101
23-Oct-20 BUY 7.86 4,880
27-Oct-20 SELL 8.45 (109,358)
28-Oct-20 BUY 8.50 66,536
28-Oct-20 BUY 8.46 21,791
28-Oct-20 SELL 8.49 (91,569)
28-Oct-20 BUY 7.98 4,820
29-Oct-20 SELL 7.85 (33,177)
29-Oct-20 SELL 7.85 (12,415)
30-Oct-20 BUY 8.42 9,797
30-Oct-20 SELL 7.81 (131,346)
30-Oct-20 SELL 7.81 (49,153)
30-Oct-20 BUY 7.82 12,739
3-Nov-20 BUY 7.88 4,840
4-Nov-20 BUY 7.92 7,185
5-Nov-20 BUY 8.51 3,312
5-Nov-20 BUY 8.51 2,688
5-Nov-20 BUY 8.05 962
10-Nov-20 BUY 8.31 8,177
11-Nov-20 SELL 9.00 (5,660)
12-Nov-20 SELL 8.98 (299)
13-Nov-20 SELL 8.81 (4,624)
13-Nov-20 BUY 8.38 8,109
13-Nov-20 BUY 8.38 25,281
17-Nov-20 BUY 8.10 4,810
23-Nov-20 BUY 8.00 5,760
25-Nov-20 BUY 8.33 11,655
25-Nov-20 BUY 7.79 13,978
26-Nov-20 SELL 7.80 (58,372)
26-Nov-20 BUY 7.78 62,192
30-Nov-20 BUY 8.21 86,152
30-Nov-20 BUY 8.21 58,259
30-Nov-20 SELL 7.77 (5,963)
30-Nov-20 SELL 7.77 (7,582)
30-Nov-20 BUY 8.20 12,745

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30-Nov-20 BUY 8.20 6,244
1-Dec-20 BUY 8.12 24,267
1-Dec-20 BUY 7.70 7,305
2-Dec-20 BUY 8.14 11,976
2-Dec-20 BUY 7.66 7,872
3-Dec-20 BUY 7.75 15,542
4-Dec-20 BUY 7.70 4,920
7-Dec-20 BUY 7.96 4,521
8-Dec-20 BUY 7.91 4,617
8-Dec-20 BUY 7.92 1,985
9-Dec-20 BUY 8.03 1,539
11-Dec-20 BUY 7.37 6,435
15-Dec-20 BUY 7.70 3,591
15-Dec-20 BUY 7.19 4,970
16-Dec-20 BUY 7.23 4,980
17-Dec-20 BUY 7.32 6,487
18-Dec-20 SELL 7.80 (232)
18-Dec-20 SELL 7.80 (350)
21-Dec-20 BUY 7.80 4,404
21-Dec-20 BUY 7.80 6,606
22-Dec-20 BUY 7.87 2,565
22-Dec-20 BUY 7.31 10,240
31-Dec-20 BUY 7.91 7,928
4-Jan-21 BUY 7.27 12,008
4-Jan-21 BUY 7.27 4,930
5-Jan-21 BUY 7.80 20,635
5-Jan-21 BUY 7.80 6,775
6-Jan-21 BUY 7.87 2,052
6-Jan-21 BUY 7.31 5,928
7-Jan-21 BUY 7.84 6,606
7-Jan-21 BUY 7.84 9,234
7-Jan-21 BUY 7.84 11,010
8-Jan-21 BUY 8.04 4,404
8-Jan-21 BUY 8.04 8,256
12-Jan-21 BUY 7.97 1,539
12-Jan-21 BUY 7.97 4,104
12-Jan-21 BUY 7.97 8,808
13-Jan-21 BUY 8.06 4,816
14-Jan-21 BUY 7.51 7,776
19-Jan-21 BUY 7.57 2,440
20-Jan-21 BUY 8.26 1,733
20-Jan-21 BUY 8.25 10,421
21-Jan-21 BUY 8.10 2,752

100080615/3821103.1

21-Jan-21 BUY 8.10 4,617
25-Jan-21 BUY 8.39 6,192
27-Jan-21 SELL 7.78 (64,382)
28-Jan-21 BUY 8.28 4,128
28-Jan-21 BUY 7.75 6,448
28-Jan-21 BUY 7.74 28,967
29-Jan-21 BUY 8.42 1,539
29-Jan-21 BUY 8.42 4,128
29-Jan-21 BUY 7.88 55,467
2-Feb-21 BUY 8.12 6,958
3-Feb-21 BUY 8.69 12,216
4-Feb-21 BUY 8.39 4,128
5-Feb-21 BUY 7.96 58,679
5-Feb-21 BUY 7.96 1,482
9-Feb-21 BUY 8.53 424
9-Feb-21 BUY 7.96 34,138
10-Feb-21 BUY 8.34 2,052
10-Feb-21 BUY 8.34 2,064
10-Feb-21 BUY 8.34 7,182
10-Feb-21 BUY 7.84 6,565
11-Feb-21 BUY 8.47 2,052
11-Feb-21 BUY 8.47 5,504
11-Feb-21 BUY 7.87 14,734
11-Feb-21 BUY 7.83 3,549
11-Feb-21 BUY 8.44 6,279
12-Feb-21 BUY 8.39 1,539
12-Feb-21 BUY 8.39 6,192
18-Feb-21 BUY 8.21 1,132
19-Feb-21 SELL 8.03 (4,546)
22-Feb-21 SELL 7.76 (9,874)
22-Feb-21 BUY 7.20 5,220
23-Feb-21 BUY 7.58 6,606
24-Feb-21 BUY 7.60 4,747
24-Feb-21 BUY 7.60 9,046
24-Feb-21 BUY 7.60 4,665
24-Feb-21 BUY 7.60 4,679
25-Feb-21 BUY 7.83 418
25-Feb-21 BUY 7.83 5,422
25-Feb-21 BUY 7.79 24,222
25-Feb-21 BUY 7.78 7,271
25-Feb-21 BUY 7.78 7,250
25-Feb-21 BUY 7.78 7,377
25-Feb-21 BUY 7.78 14,058

100080615/3821103.1

26-Feb-21 BUY 7.89 13,212
26-Feb-21 BUY 7.89 39,636
26-Feb-21 BUY 7.87 41,564
26-Feb-21 BUY 7.87 21,460
26-Feb-21 BUY 7.87 21,151
26-Feb-21 BUY 7.87 21,092
26-Feb-21 BUY 7.87 33,081
26-Feb-21 BUY 7.87 40,897
26-Feb-21 BUY 7.38 9,415
26-Feb-21 BUY 7.39 5,200
1-Mar-21 BUY 8.00 30,828
1-Mar-21 BUY 7.85 42,190
1-Mar-21 BUY 7.85 4,414
1-Mar-21 BUY 7.90 49,336
1-Mar-21 BUY 7.90 5,162
2-Mar-21 BUY 8.01 12,930
2-Mar-21 BUY 8.02 22,020
2-Mar-21 BUY 8.00 34,401
2-Mar-21 BUY 8.00 3,599
2-Mar-21 BUY 7.99 663
2-Mar-21 BUY 7.99 6,337
3-Mar-21 BUY 7.45 10,140
4-Mar-21 BUY 8.01 24,222
5-Mar-21 BUY 8.13 17,616
5-Mar-21 BUY 8.13 26,424
5-Mar-21 BUY 7.46 5,130
8-Mar-21 BUY 8.06 6,698
9-Mar-21 BUY 7.99 5,130
9-Mar-21 BUY 7.99 26,424
9-Mar-21 BUY 7.38 1,524
10-Mar-21 BUY 8.00 22,020
10-Mar-21 BUY 7.35 6,096

Details after relevant event Details for The Vanguard Group, Inc.

Nature of relevant interest(s ): The Vanguard Group, Inc. (VGI) has a relevant interest in the ordinary shares of Chorus Limited (CNU) in its capacity as investment manager for a range of client portfolios. VGI’s relevant interest arises under its investment management contract(s) with the clients and only from the powers of investment contained in the investment management contract(s), including the power to exercise, or to control the exercise of, a right to vote

100080615/3821103.1

attached to the ordinary shares of CNU, or to acquire or dispose of, or to control the acquisition or disposal of, the ordinary shares of CNU.

For that relevant interest,—

  • (a) number held in class: 33,540,564

  • (b) percentage held in class: 7.503%

  • (c) current registered holder(s): no change

  • (d) registered holder(s) once transfers are registered: N/A

Additional information

Address(es) of substantial product holder(s):

The Vanguard Group Inc. – P.O. Box 2600, V26 Valley Forge, PA 19482 USA

Contact details: Shawn Acker, 001-610-669-8989, [email protected]

Certification

I, Shawn Acker , certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

100080615/3821103.1

Instructions

General directions on how to use this form

To use this form,—

  • replace the text in [ square brackets ] with the relevant information or with “not applicable”; and

  • type the information required (it must not be handwritten); and

  • remove italicised instructions; and

  • attach the relevant agreement documents required by regulation 139 (if any).

You need not set out the disclosure in the same format as this form, but the format you use must—

  • use a font and font size that are easily readable; and

  • include the same headings and words as this form (other than the italicised instructions); and

  • present the information in the same order as in this form; and

  • not be misleading in any way.

If you have a substantial holding in more than 1 class of quoted voting products of a listed issuer, you must make a separate disclosure for each substantial holding.

If you have a substantial holding in 1 class of quoted voting products of a listed issuer and other relevant interests in less than 5% of another class, you do not need to disclose the non-substantial holding.

Disclosure to the licensed market operator using this form must be sent (if reasonably possible) by email in the electronic format required by the operator for dissemination, or otherwise by email in another electronic format, by another electronic method consented to by the operator, or (if none of these is reasonably possible) by delivery.

Disclosure to the listed issuer using this form must be sent by email or another electronic method consented to by the issuer or by delivery.

Specific instructions on disclosure required by form

The relevant event being disclosed is a movement of 1% or more in the substantial holding or a change in the nature of any relevant interest in the substantial holding, or both. Both types of relevant events may be disclosed in 1 disclosure only if they relate to the same substantial holding.

The date of relevant event is the date of the relevant event for disclosure in this form, and it may be relevant to subsequent disclosures for this substantial holding.

100080615/3821103.1

The date last disclosure made is the date on which the last disclosure was given to the licensed market operator and listed issuer for the same substantial holding.

Substantial product holder(s) giving disclosure

You may give 1 disclosure for 2 or more substantial product holders if—

  • they have a similar or related substantial holding in the same listed issuer; and

  • they are disclosing the same type of event disclosure; and

  • they are associates under section 12(1) of the Financial Markets Conduct Act 2013 or connected in the ways set out in section 237(a) to (e) of that Act (and this association or connection is set out in this form under the heading “ Additional information ”); and

  • it is clear which information relates to which substantial product holder(s) in the disclosure, and the disclosure is not confusing in any other way as a consequence.

Summary of substantial holding

Under this heading, state the name(s) of the substantial product holder(s) to which the summary relates. Separate summaries should be given (repeated within this form or attached to this form) for each substantial product holder for whom the information differs.

For this disclosure, the total number held in class is the total number of quoted voting products, in the class, in which the named substantial product holder has a relevant interest at the time of the relevant event for this disclosure.

For the last disclosure, the total number held in class is the total number of quoted voting products, in the class, in which the named substantial product holder had a relevant interest on the date of the relevant event for that disclosure (see the date given for the relevant event in default form 1 or for the relevant event in default form 2, whichever form was used for the last disclosure).

If the person has a relevant interest in a derivative where the underlying is a quoted voting product of a listed issuer, the person is treated as having a relevant interest in a number of those products that is calculated under regulation 132. Accordingly, the total number held in class (for this disclosure or the last disclosure or both, as the case may be) must include this number of products.

For this disclosure, the total in class is the total number of quoted voting products in the class that was most recently published in a document published by the listed issuer and distributed to holders of that class, or on the licensed market operator’s Internet site ( see section 283 of the Financial Markets Conduct Act 2013), unless you know that number is not correct.

For the last disclosure, the total in class is the total stated in the last disclosure, unless you know that number was not correct.

The total percentage held in class is the total number held in class (for the relevant disclosure) divided by the total in class (for the relevant disclosure) multiplied by 100 (rounded to 3 decimal places).

100080615/3821103.1

Details of transactions and events giving rise to relevant event

Disclosure is required for the transactions or events as a result of which (together or alone)—

  • there was a movement of 1% or more in the substantial holding; or

  • there was a change in nature of any relevant interest in the substantial holding.

For each of those transactions or events, or for on-market trades that may be aggregated under these instructions, insert the following details as a narrative or list, clearly indicating which relevant interest or interests were affected and (if disclosure is given for more than 1 substantial product holder) who was the substantial product holder:

  • the date of the transaction or event (or the date of the beginning and end of the period of aggregated on-market trades):

  • the nature of the transaction or event. This is the means by which the relevant interest was acquired, disposed of, or changed in nature (for example, “exercise of options”, “entry into pre-bid agreement”):

  • the name of any other party or parties to the transaction or event (if known and if not an on-market trade):

  • the consideration, expressed in New Zealand dollars, paid or received for the acquisition, disposal, or change in nature of the relevant interest (or the total consideration paid or received for aggregated on-market trades). If the consideration was not in cash, and cannot readily be converted into a cash value, describe that consideration:

  • the number of financial products to which the transaction or event related (or the total number of financial products to which the aggregated on-market trades related).

On-market trades may be aggregated for the purposes of this disclosure (but acquisitions and dispositions must be separately aggregated).

An on-market trade is an acquisition or a disposition of a quoted voting product that is traded on, or reported through, the trading system operated by the licensed market operator or a financial products market in a jurisdiction set out in Schedule 15.

Details after relevant event

Under this heading, state the name(s) of the substantial product holder(s) to which the details relate. Separate details should be given (repeated within this form or attached to this form) for each substantial product holder for whom the information differs.

The disclosure for nature of relevant interest requires you to describe, as at the date of the relevant event, the nature of each relevant interest in the substantial holding, and to—

  • state that the relevant interest is “qualified” or “conditional” if there is any qualification on the substantial product holder’s relevant interest power to exercise, or control the exercise of, a right to vote, acquire, or dispose of any of the financial products in the substantial holding; and

100080615/3821103.1

  • include the details of any trust, arrangement, agreement, or understanding under which, or by virtue of which, the relevant interest or that qualification arises ( relevant agreement ); and

  • if there is a relevant agreement for a relevant interest or qualification, attach to the disclosure the relevant agreement (if in writing) or (if the relevant agreement is not in writing) a document setting out its material terms (a relevant agreement document ) unless—

  • the relevant agreement document has been attached to a previous disclosure and you state this fact and give the date of the previous event disclosure; or

  • the exemption for ownership relevant interests under regulation 141 applies; or

  • the investment management contract exemption under regulation 142 applies; or

  • the Financial Markets Authority has granted an exemption from regulation 139.

If you have more than 1 relevant interest in the substantial holding, you must provide this information for each type of relevant interest (by separately repeating it within this form, or attaching it to this form, for each relevant interest for which the information differs) and clearly indicate to which relevant interest the information relates.

The number held in class is the number of quoted voting products, in the class, in which the named substantial product holder has the described relevant interest.

If the person has a relevant interest in a derivative where the underlying is a quoted voting product of a listed issuer, the person is treated as having a relevant interest in a number of those products that is calculated under regulation 132 (and, accordingly, the number held in class must include this number of products).

The percentage held in class is the number held in class divided by the total in class multiplied by 100 (rounded to 3 decimal places).

The current registered holder is the person who is the current registered holder of the financial products to which the relevant interest relates. If this person is not known, state “unknown”. If there is no change since the last disclosure, state “no change”. If there are different registered holders for different parcels of financial products, clearly indicate which registered holder relates to which financial products.

The registered holder once transfers are registered is the person who will be the registered holder once all transfers (if any) disclosed in the form are registered. If this person is not known, state “unknown”. If there is no change since the last disclosure, state “no change”. If there are different registered holders for different parcels of financial products, clearly indicate which registered holder relates to which financial products.

If the substantial product holder has a relevant interest in a derivative where the underlying is a quoted voting product of a listed issuer, the details of derivative requires the following details to be given:

100080615/3821103.1

  • the notional value of the derivative (if any) (which is the face value or the notional amount in respect of the derivative as at the date on which the relevant agreement is entered into) or the notional number of underlying financial products (if any):

  • a statement as to whether the derivative is cash-settled or physically settled:

  • the maturity date of the derivative (if any):

  • the expiry date of the derivative (if any):

  • the prices specified in the terms of the derivative (if any) (eg, the strike price of an option or the price at which a contract for difference was acquired):

  • any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying quoted voting products.

Additional information

The disclosure relating to the nature of connection between substantial product holders is the justification for giving the disclosure for more than 1 holder (if 1 disclosure is made for 2 or more holders).

Certification

Under section 512 of the Financial Markets Conduct Act 2013, it is an offence if a person makes, or authorises the making of, a materially false or misleading statement in this form knowing it to be false or misleading.

100080615/3821103.1