CHORUS LIMITED — Proxy Solicitation & Information Statement 2017

Sep 25, 2017

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Chorus Limited Level 10, 1 Willis Street P O Box 632 Wellington 6140 New Zealand Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

26 September 2017

Notice of annual meeting and proxy

Chorus’ notice of meeting and proxy form to be sent to shareholders are attached.

The notice of meeting and proxy form will also be available on Chorus’ website at https://www.chorus.co.nz/annual-meeting.

Chorus’ 2017 Annual Shareholders’ Meeting will be held at Chorus’ Wellington office, State Insurance Building, level 10, 1 Willis Street, Wellington, New Zealand on Wednesday 1 November at 10:30am (New Zealand time).

The meeting will also be webcast live on Chorus’ website at: www.chorus.co.nz/webcast.

ENDS

For further information:

Nathan Beaumont Media and PR Manager Phone: +64 4 896 4352 Mobile: +64 (21) 243 8412 Email: Nathan.Beaumont@chorus.co.nz

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

Notice of Annual Meeting 2017

Notice is hereby given that the Chorus Limited (Chorus) 2017 annual meeting of shareholders (Annual Meeting) will be held at our Wellington office.

Where When

State Insurance Tower Wednesday Level 10 1 November 2017 1 Willis Street Commencing at 10:30am Wellington (New Zealand time) New Zealand

Important dates

All times are given in New Zealand time unless otherwise specified.

30 October 2017, 10:30am

Latest time for receipt of Proxy Forms

31 October 2017, 5:00pm

Record date for voting entitlements for the Annual Meeting

1 November 2017, 10:30am Annual Meeting

You are encouraged to read this Notice (including the Explanatory Notes and Procedural Notes) and the instructions on the Proxy/Voting Form carefully.

Business

Shareholders will be asked to consider and, if thought appropriate, pass the following ordinary resolutions:

Re-election and Election of Directors

1. That Mr Jon Hartley be re-elected as a Chorus director.

2. That Ms Prue Flacks be re-elected as a Chorus director.

Shareholders will be asked to consider, and if thought appropriate, pass the following special resolution:

Consequential Changes to Chorus’ Constitution

1. That Chorus’ constitution be altered in the form and manner described in Explanatory Note 3.

2. That Mr Jack Matthews be elected as a Chorus director.

3. That Ms Kate McKenzie be elected as a Chorus director.

Details of each director offering themselves for re-election and election are set out in Explanatory Note 1.

Auditor Fees and Expenses

1. That the Board be authorised to fix the fees and expenses of KPMG as auditor.

See Explanatory Note 2.

By order of the Board

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Vanessa Oakley

General Counsel & Company Secretary 26 September 2017

Notice of Annual Meeting 2017

Explanatory Notes

Explanatory Note 1: Re-election and Election of Directors

Our constitution and the NZX Main Board Listing Rules require one-third of our directors (or, if their number is not a multiple of three, the number nearest to one-third) to retire from office at our Annual Meeting each year.

Accordingly, Jon Hartley and Prue Flacks, as two of Chorus’ longest serving directors since last being re-elected, are retiring from office at this year’s Annual Meeting and offer themselves for re-election.

Both directors are standing with the full support of the Board and are considered by it to be independent directors.

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Jon Hartley

BA Econ Accounting (Hons), Fellow ICA (England & Wales), Associate ICA (Australia), Fellow AICD Deputy Chairman; Director since 1 December 2011; independent

Jon is a Chartered Accountant and Fellow of the Australian Institute of Company Directors.

He has held senior roles across a diverse range of commercial and not for profit organisations in several countries, including as chairman of SkyCity, deputy chairman of ASB Bank, director of Mighty River Power, CEO of Brierley New Zealand and Solid Energy, and CFO of Lend Lease in Australia.

Jon is currently deputy chairman of Sovereign Assurance Company, chairman of VisionFund International and the Wellington City Mission and a trustee of World Vision New Zealand. Jon is also a shareholder advisor to Kaingaroa Timberlands, a member of the Ministry of Business Innovation and Employment’s Risk Advisory Committee, and a member of the Ministry of Foreign Affairs and Trade International Development Commercial Advisory Panel.

Jon is a member of our Audit and Risk Management and Nominations and Corporate Governance Committees.

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Prue Flacks LLB, LLM Director since 1 December 2011; independent

Prue is a director of Bank of New Zealand and Mercury NZ.

She is a barrister and solicitor with extensive experience in commercial law and, in particular, banking, finance and securities law.

Her areas of expertise include corporate and regulatory matters, corporate finance, capital markets, securitisation and business restructuring. Prue is a consultant to Russell McVeagh, where she was previously a partner for 20 years.

Prue is chairman of our Human Resources and Compensation Committee and a member of our Nominations and Corporate Governance Committee.

The NZX listing rules also require a director appointed by the Board during the year to retire from office at the next Annual Meeting.

Jack Matthews was appointed as a director by the Board on 1 July 2017 and Kate McKenzie as Managing Director on 20 February 2017.

Accordingly, both Jack and Kate are offering themselves for election with the full support of the Board. Jack is considered by the Board to be an independent director. As Managing Director, Kate is not an independent director.

Details of each director standing for re-election and election are set out below.

One of our longer serving directors, Keith Turner, has decided to retire from the Board at this year’s Annual Meeting and is not seeking re-election.

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Jack Matthews BA Philosophy, College of William and Mary Director since 1 July 2017; independent

Jack is an experienced director who has held a number of senior leadership positions within the media, telecommunications and technology industries in Australia and New Zealand.

Most recently, Jack was CEO of Fairfax Media’s Metro Division where he was responsible for managing and integrating the print, online and mobile assets of The Sydney Morning Herald, The Age and The Canberra Times. Prior to that, Jack was CEO of Fairfax Digital, Chief Operating Officer of Jupiter TV (Japan) and CEO of TelstraSaturn based in Wellington.

Jack is currently the chairman of MediaWorks and a director of Trilogy International, The Network for Learning and APN Outdoor Group and a former director of Crown Fibre Holdings Limited.

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Kate McKenzie BA, LLB Managing Director since 20 February 2017; non-independent

Kate has an extensive communications infrastructure background, most recently as Telstra Australia’s Chief Operations Officer, responsible for Telstra’s field services, IT and network architecture and operations. Prior to that, Kate also held other senior positions at Telstra including Group Managing Director, Innovation, Products and Marketing, Group Managing Director, Wholesale, and Group Managing Director, Regulatory, Public Policy and Communications.

Prior to joining Telstra, Kate was a CEO in the NSW Government of the Departments of Commerce, Industrial Relations and the Workcover Authority.

Kate is currently on the board of Allianz, having previously been on the boards of Foxtel, Sydney Water, Reach, CSL and Workcover. She is also a member of Chief Executive Women and has had a long history of involvement in promoting the interests of indigenous communities.

Notice of Annual Meeting 2017

Explanatory Note 2: Auditor Fees and Expenses

KPMG are currently Chorus’ auditors and will be automatically reappointed under the Companies Act 1993. Under the Companies Act, auditor fees and expenses must be fixed in the manner determined at the Annual Meeting. Shareholder approval is, therefore, sought to authorise the Board to fix the fees and expenses of KPMG as auditor.

Explanatory Note 3: Consequential Changes to Chorus’ Constitution

It is proposed that Chorus’ constitution be updated to:

1. Remove provisions relating to full listing on the Australian Securities Exchange (ASX) now that Chorus is listed as an Exempt Foreign Entity by ASX and is not required to contain provisions from the ASX Listing Rules in its constitution.

2. Remove redundant provisions relating to the 2011 de-merger of Chorus.

3. Reflect recent amendments to the Companies Act 1993 including to better reflect use of electronic technology, give more flexibility to close-off proxy voting and postal voting closer to the date of a shareholders’ meeting, and remove provisions that merely repeat provisions of that Act. This means that if the Companies Act changes Chorus is less likely to need to make further consequential changes to update its constitution.

4. Simplify procedures for Board meetings and to make the constitution more technology neutral.

5. Update legislative references following enactment of the Financial Markets Conduct Act 2013.

6. Remove the requirement for the Managing Director to be reappointed within 3 months of the expiry of his/her term. This provides flexibility as to when this appointment may occur. It is also proposed to remove repetition around the maximum term of a Managing Director.

NZX Regulation has approved the changes. However, NZX does not take responsibility for any statement contained in this Notice of Meeting. In accordance with the Listing Rules, if there is any provision in the constitution as amended that is inconsistent with the NZX Main Board Listing Rules, the NZX Main Board Listing Rules (as amended by any waiver or ruling relevant to Chorus) will prevail.

A copy of the proposed altered form of constitution is available free of charge by contacting: company.secretary@chorus.co.nz.

You may inspect the proposed altered constitution at: https://company.chorus.co.nz/annual-meeting. The proposed altered constitution contains additional explanatory notes identifying which category above each proposed change falls into.

Casting Your Vote

You may cast your vote by either:

1. Personal attendance: If you wish, you can attend the Annual Meeting and vote. Voting will be by way of poll. You must bring the Proxy/Voting Form with you to vote.

2. Appoint a proxy to vote: You may appoint a proxy or corporate representative (if the shareholder is a body corporate) to attend the Annual Meeting to act generally at the meeting and to vote on your behalf. Your proxy does not need to be a Chorus shareholder. To do this, you should complete the Proxy/Voting Form. It must be returned to the share registrar by 10:30am on 30 October 2017. You may return your Proxy/Voting Form by:

3. Completing the Proxy/Voting Form and either posting it or faxing it to the share registrar; or

4. Completing the Proxy/Voting Form online at www.investorvote.co.nz

Proxy/Voting Forms

The Proxy/Voting Form allows you to vote either for or against, or abstain from, the resolutions notified in the Notice of Meeting.

If you appoint a Chorus director as your proxy to vote on your behalf, then any undirected proxies granted to the director will be voted in favour of the relevant resolutions.

If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does not attend the Annual Meeting, the Chairman of the meeting will be your proxy and will vote in accordance with your express direction.

Chorus directors are not prepared to speak at the Annual Meeting on behalf of a shareholder who appoints them as their proxy. If you wish to be heard at the meeting you should either attend in person or appoint a proxy other than a Chorus director.

To assist shareholders wishing to exercise their voting rights at the Annual Meeting (whether in person or by proxy), the Proxy/Voting Form accompanying this Notice of Meeting has been personalised with individual shareholder details. The Proxy/Voting Form shows your current shareholding. If, at 5:00pm on 31 October 2017, your shareholding is different from that shown on the Proxy/Voting Form, you can update the entitlement on arrival at the meeting.

Method of Voting

Voting on all resolutions put before the Annual Meeting will be by poll. Results of the voting will be available after the conclusion of the meeting, and will be notified on the NZX and ASX.

Voting Entitlements

The persons who will be entitled to vote on the resolutions at the Annual Meeting are those persons who are Chorus shareholders at 5:00pm on Tuesday 31 October 2017.

Notice of Annual Meeting 2017

Voting Thresholds

Items of business 1 to 5 are ordinary resolutions and required to be passed by a simple majority of the votes of those shareholders entitled to vote and voting on the resolutions.

Item 6 requires a special resolution and is required to be passed by a majority of 75% of votes of those shareholders entitled to vote and voting on the resolution.

Questions for the Annual Meeting

If you wish to submit written questions to be considered at the Annual Meeting, please email or post them to Vanessa Oakley, General Counsel & Company Secretary, at the following addresses:

Vanessa Oakley

General Counsel & Company Secretary Chorus Limited PO Box 632 Wellington 6140

Email: company.secretary@chorus.co.nz

Share Registrar

Chorus’ share registrar in New Zealand and Australia is Computershare.

You can manage your shareholding online via the Computershare investor centre. To change your address, update your payment instructions and to view your investment portfolio including transactions, please visit www.investorcentre.com/nz.

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Wilson Parking
Queens Wharf
Tournament Parking 1 Willis
Plimmer Tower Street
Wilson Parking
37 Boulcott Street
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The addresses for the share registrar are:

New Zealand

Computershare Investor Services Limited Private Bag 92119 Victoria Street West Auckland 1142 New Zealand

Phone: +64 9 488 8777 Fax: +64 9 488 8787 Email: enquiry@computershare.co.nz www.investorcentre.com/nz

Australia

Computershare Investor Services Pty Limited GPO Box 3329 Melbourne 3001 Australia

Freephone: 1 800 501 366 Fax: +61 3 9473 2500 Email: enquiry@computershare.co.nz www.investorcentre.com/nz

Webcast

If you cannot attend the Annual Meeting in person, it will also be webcast live on the investor section of Chorus’ website www.chorus.co.nz/investor-centre. A copy of the presentations from the Annual Meeting will be available for viewing on this website when the Annual Meeting commences.

Venue Directions

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Venue Chorus’ Wellington office
Address State Insurance Tower
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State Insurance Tower Level 10 1 Willis Street Wellington New Zealand

Access to the building can be from Willis, Victoria or Willeston Street.

Our office is located on the public bus route along Willis Street and close to the routes along Lambton Quay. Bus routes and times can be viewed online at www.metlink.org.nz.

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Public Transport
Car parking
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There are several car parking buildings in the vicinity of our office, as shown.

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Sourced: Google Maps
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ARBN 152 485 848

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Lodge your proxy

Online www.investorvote.co.nz By Mail Computershare Investor Services Limited Private Bag 92119 Auckland 1142 New Zealand

By Fax +64 9 488 8787

For all enquiries contact

+64 9 488 8777 corporateactions@computershare.co.nz

Chorus Limited (Chorus) Annual Meeting Admission and Proxy/Voting Form

www.investorvote.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

Your secure access information

Control Number:

CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Securityholder Number and New Zealand Postcode/Country of Residence to appoint a proxy online.

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For your proxy to be effective it must be received by 10:30am (New Zealand time) Monday 30 October 2017.

How to Vote on Items of Business

All your shares will be voted in accordance with your directions.

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy. To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this form.

Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Appointing the Chairman or any other director as your proxy

The Chairman of the meeting, or any other Chorus director, is willing to act as proxy for any shareholder who wishes to appoint her or him to vote on their behalf. To appoint the Chairman of the meeting or a director as your proxy enter ‘the Chairman’ or the name of the director you wish to appoint in the space allocated in ‘Step 1’ of this form.

If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy and will vote in accordance with your express direction.

Direct the Chairman, or other director, how to vote by marking one of the boxes opposite each item of business. If you do not mark a box the Chairman, or other director, as your proxy, will vote in favour of the resolution even if they have an interest in that resolution. If you mark more than one box on an item your vote will be invalid on that item.

The Chairman and the other Chorus directors are not prepared to speak at the Annual Meeting on behalf of a shareholder who appoints them as that shareholder’s proxy. If you wish to be heard at the meeting you should either attend in person or appoint a proxy for that purpose, other than the Chairman or other Chorus director.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission.

Signing Instructions for Postal Proxies

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

At least one joint security holder should sign this form (on behalf of all joint security holders). If different joint security holders purport to appoint different proxies, the vote of the proxy appointed by the first named joint security holder will prevail.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a certified copy of the power of attorney and a signed certificate of non-revocation of the power of attorney must be produced with this Proxy Form.

Companies

This Proxy Form must be signed by a duly authorised officer or attorney. Persons who sign on behalf of a company must be acting with the company’s express or implied authority.

Comments & Questions

If you have any comments or questions for Chorus, please write them on a separate sheet of paper and return with this form, or email company.secretary@chorus.co.nz.

Go online or turn over to complete the form

ARBN 152 485 848

Proxy/Corporate Representative Form

STEP 1 Appoint a Proxy to Vote on Your Behalf

I/We being a shareholder/s of Chorus Limited

hereby appoint

of

or failing him/her

of

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at Chorus’ Annual Meeting of shareholders to be held at Chorus’ Wellington office, Level 10, State Insurance Tower, 1 Willis Street, Wellington on Wednesday 1 November 2017 at 10:30am (New Zealand time)* and at any adjournment of that meeting.

*The Chairman and the other Chorus directors are not prepared to speak at the Annual Meeting on behalf of a shareholder who appoints them as that shareholder’s proxy. If you wish to be heard at the meeting you should either attend in person or appoint a proxy for that purpose (other than the Chairman or other director).

STEP 2 Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)

Please note: If you mark Abstain for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolutions

Re-election and Election of Directors

Item 1 That Mr Jon Hartley be re-elected as a Chorus director. Item 2 That Ms Prue Flacks be re-elected as a Chorus director. Item 3 That Mr Jack Matthews be elected as a Chorus director. Item 4 That Ms Kate McKenzie be elected as a Chorus director. Auditor Fees and Expenses Item 5 That the Board of Chorus Limited be authorised to fix the fees and expenses of KPMG as auditor. Consequential Changes to Chorus’ Constitution That Chorus’ constitution be altered in the form and manner described in Explanatory Note 3 of the Item 6 Notice of Meeting.

		Proxy
For	Against	Discretion	Abstain

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SIGN Signature of Shareholder(s) This section must be completed.

Shareholder 1 Shareholder 2 (if applicable) Shareholder 3 (if applicable) Individual/Authorised officer or attorney Individual/Authorised officer or attorney Individual/Authorised officer or attorney Contact Name Contact Daytime Telephone Date

ATTENDANCE SLIP

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Annual Meeting of Chorus Limited to be held at Chorus’ Wellington office, Level 10, State Insurance Tower, 1 Willis Street, Wellington on Wednesday 1 November 2017 at 10:30am (New Zealand time).