Chorus Limited (NZE:CNU)
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Apr 28, 2026, 5:00 PM NZST
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AGM 2025

Nov 4, 2025

Speaker 7

Incredible.

Mark Cross
Chair, Chorus

Tēnā koutou katoa. Good morning and welcome to Chorus's 2025 annual shareholders meeting. I'm Mark Cross, Chorus' Chair. We're joining you virtually this morning from the Chorus Network Lab in Auckland. On the information conveyed to me, I confirm that a quorum of shareholders is present and declare the meeting open. The minutes of the last annual shareholders meeting have been approved. The notice of meeting, including the explanatory notes has been circulated to all shareholders and I intend to take it as read. We have a fairly short agenda today in terms of the formal business of the meeting. As the video clip we played just before shows, our network helps Kiwis across the country meet every day, so we think it's only appropriate that we showcase our own technology for today's meeting.

Onto today's agenda I'll start today's agenda with a short summary of the year and some of the things the Board has been focused on to deliver value to shareholders. Chief Executive Mark Aue will then cover what's happening at an operational and market level. After that we'll move to resolutions, Questions and voting first, some information on how to ask questions and vote. Shareholders and proxies have the ability to ask questions and submit votes. If you have a question submit during the live meeting, the Q & A is always open, so please feel free to submit questions throughout the meeting. These will be addressed at the relevant time. To submit a question, simply select the Q & A tab on the right half of your screen, type your question into the field and press submit.

Please be as concise as possible and ensure they relate directly to the matter being considered. We will not aggregate or edit questions unless inappropriate language is used and will provide plenty of opportunity for follow up questions. Any questions not answered in time will receive an email response after the meeting. Voting today will be conducted by way of a poll on all items of business. I'll shortly open the voting for all resolutions to give you enough time to vote. You'll shortly be able to cast your vote on all resolutions under the Vote tab. Your vote has been cast when the tick appears against the available options. You can change your vote up until the time I declare voting closed. Simply select change your vote to do so. I now declare voting open on all items of business.

I'll give you a warning before I move to close voting near the end of the meeting. If you need assistance at any time, simply type your query into the question field via the Q & A tab and someone from Computershare will respond. Or you can call Computershare on 0800-650-0034. I and my fellow Directors intend to vote all undirected proxies we hold in favour of the resolutions. I'll call for voting once I have given an overview of each resolution and each Director standing for re-election and election has addressed you. I'd firstly like to introduce your directors to you. Joining us online are Sue Bailey, Neal Barclay, Will Irving and Jack Matthews. Directors Kate Jorgensen and Miriam Dean also join me here at the Auckland Lab. Sue, Will and myself are standing for re-election today in accordance with the NZX Listing Rules.

We also have with us today key personnel including Drew Davies, our Chief Operating Officer, and Kristel McMeekin, our General Counsel, as well as representatives from our auditors, KPMG and our legal provider Chapman Tripp. Before I cover off the FY25 year in review, I'd like to thank and acknowledge our people, our partners and our customers. At the heart of what we do is ensuring the high performance and reliability of our network as digital connectivity becomes increasingly essential to daily life. As we noted in our August results announcement, Chorus delivered another consistent and reliable financial result proving the resilience of our digital infrastructure assets in a challenging economy. Our fiber connections continue to grow up 3% versus FY24 and we continued to see improvements across our key financial metrics. EBITDA was NZD 705 million, up from NZD 700 million last year.

Operating cash flows of NZD 559 million were strong and up 9% on the prior year. These results enable total unimputed dividends of NZD 0.575 per share for the year, an increase of NZD 0.10 or 21% from the prior year. Fiber enables a more resilient future for our stakeholders and we're pleased with the sustainability results delivered during the year. Fiber networks are widely acknowledged as the greenest broadband technology because of their data transmission capacity relative to electricity. By retiring legacy network equipment, we reduced our electricity use by 5% from FY24 and we saw a 25% reduction in scope 1 and 2 carbon emissions from our FY20 base year. Investing in our people, partners and their safety, along with ensuring assets are safe, resilient and efficient is a critical part of Chorus business. On safety, we continue to rank well ahead of industry benchmarks.

Meanwhile, our people engagement score was 8.4 out of 10 remaining in the top 5% of technology industry benchmarks. Pleasingly, Chorus achieved its targets for FY25 in all four drivers of health and wellbeing. We're proud of the work we do to support community good with a focus on digital inclusion. Our efforts on digital equity are very important to us and we exceeded our FY25 target of 1,000 digital equity connections by some margin. As in previous years, we note here the focus areas that our board anchors to. These are the things we consider are most important to Chorus' success, highlighting a few of these on our managed exit from copper. New Zealand now has just 78,000 copper lines remaining, of which only 9,000 are in the Chorus fiber area.

We fully appreciate the need for certainty with the retirement of our legacy copper network, particularly for those parts of New Zealand where fibre is not available. The reality is though, while the network did play a valuable role in connecting Kiwis for over a century, copper lines now have a high fault rate, are vulnerable to weather events and are no longer providing the service that most consumers demand. At the same time, most rural consumers now have access to three alternative technologies that are often more affordable, better performing and more reliable than copper.

Our recent experience with the retirement of old radio system technology on the Copper Network has shown rural consumers can successfully move to modern services like these and get a better service equal to, if not better than old copper lines, and these were in some of the most remote parts of New Zealand like the Chatham Islands and a high country gorge in South Canterbury. As far as a managed exit in rural areas goes, I can assure you that as part of the Copper Network retirement by 2030, Chorus is committed to a clear consumer centric process that supports the transition of customers to modern services. We're collaborating with a wide range of stakeholders to ensure that happens. In the meantime, for any queries or help on switching services off copper, you can contact our team at ruralsupport@chorus.co.nz.

Moving on now to look at some of the other Board focus areas. Prioritising long term value through capital allocation remains a key area of focus for the Board. We were pleased to have our regulatory settings for fiber confirmed to the end of 2028. These new settings will underpin our cash flows for the next three years. We maintain the view that a solid investment grade rating is appropriate for Chorus as a digital infrastructure company. Based on the S&P rating's downgrade of 5 times EBITDA. We remain of the view that 4.75 times is an appropriate internal limit that allows sufficient buffer for our current BBB rating and we're comfortable to operate up to that level. At the end of FY25 net debt was 4.52 times EBITDA. We will continue to use the balance sheet to fund CapEx where it meets our investment hurdle rates.

Any growth investment must deliver greater shareholder value than returning it to shareholders. A core pillar of our capital management framework is a sustainable growing dividend. Our intention is to maintain that dividend growth at least at the rate of inflation within the bounds of our dividend policy which is to pay an ordinary dividend in the range of 70%-90% of our net operating free cash flows after sustaining capital expenditures. The step up in dividend that we see on this slide has been driven by our solid results, the freeing up of cash flow as we move from build to operate, confidence in our future operating cash flows, and a more efficient use of our balance sheet to invest in the business. For FY26, we provided dividend guidance of a further increase to NZD 0.60 per share unimputed, subject to no significant adverse changes in circumstances or outlook.

This continues to meet our objective of delivering real dividend growth. On the right hand side, the chart shows our total shareholder return performance against the NZX50. TSR performance is important for aligning management incentives with our shareholders' experience and to encourage longer term decision making. As the chart shows, Chorus has comfortably outperformed against the NZX50 companies over the last five years. Standing back now to look at some of the sector dynamics that we see ahead of us and drive our long term thinking, we recognise that New Zealand is years ahead of many other jurisdictions in fibre deployment uptake and copper withdrawal. At 87% fibre coverage and 72% connected, this ranks us ninth in the OECD and 19th in the world. Meanwhile, copper in New Zealand is almost retired compared to many European countries which are still heavily reliant on it.

A bold vision got us to where we are in New Zealand today and we want to continue that momentum. The benefits of fibre are real, measurable and highly scalable. Last year Deloitte's unleashing fibre white paper estimated the Ultrafast Broadband program had added NZD 31 billion to New Zealand's economy. Fibre is important to industries such as film, animation, gaming and cloud services, unlocking a wave of high value weightless export. And the gains don't stop there. Deloitte projects those benefits could grow to NZD 160 billion over the next 10 years. Extending fibre coverage from 87% - 95% could add another NZD 17 billion in economic benefits. We estimate the cost to achieve that is around NZD 3 billion, a strong 5.6 times benefit to cost ratio in an overall national infrastructure contest.

It's interesting to note that the 5.6 times ratio for fibre compares to the 1.4 times for the recent roads of national significance investment. We've submitted a proposal through the Government Infrastructure Priorities Program process because we believe there's a strong case for this and we were pleased that this was endorsed by the New Zealand Infrastructure Commission as the only one of 17 projects that were submitted. But let's be clear, Chorus can't fund this entirely through shareholder capital. The returns we speak of aren't ours, they're economic and social benefits for New Zealand. We know the benefits of network expansion will be realised in the communities where fibre reaches rather than by the network builder and that necessitates some form of public input and investment.

There are significant merits in this proposal and we look forward to discussions with the government on how we can partner to bring this to life. Extending fiber further isn't just about additional streaming. This is for the farmers using precision AgriTech to optimize yields, monitoring real-time pricing and connecting directly to global markets. Remote healthcare providers using telemedicine to deliver specialist care and small and medium enterprises scaling up using digital tools, cloud platforms and e-commerce to reach global customers. The more we extend fiber, the more New Zealanders can unlock its potential. Of course it won't all be fiber in places where it's not viable. High quality, fixed, wireless and satellite must play a complementary and vital role. But what matters most is this. Everyone deserves the right to participate in the digital economy. That means access to infrastructure that's fit for purpose, scalable and future proof.

Global demand for high capacity connectivity is only growing, driven by remote work, data, heavy applications and digital commerce. If New Zealand wants to stay competitive, we need to stay ahead of that curve. Other countries like Australia, Japan, Singapore and South Korea are not waiting for demand. They're already moving ahead on coverage and speed in global terms. If we're not extending the network and increasing speeds, we're going backwards as a country and we can't leave New Zealand ers behind. We understand the intergenerational role we in digital connectivity play in shaping New Zealand's future. We believe everyone has a right to participate in the digital economy. Yet today one in five people are digitally excluded with access, affordability and adoption being key barriers.

So we're bringing fiber to more communities through a community co-funded fiber build and recognise that we have a social obligation to drive digital equity. We've also completed a proof of concept trial with 1500 low-income households. Through our charitable partnerships we're also tackling related challenges device access, digital literacy and flexible pricing. But to scale a real solution we need industry, retail, service providers and government working together. We all have a role to play in delivering digital equity and ensuring every New Zealander has the opportunity to connect and thrive. Digital equity isn't optional. It's essential for full participation in today's economy. To wrap up, I'd like to acknowledge Chorus's staff. We've driven a lot of change in the business during the years we shift to becoming a more efficient operator of an all fiber business.

It hasn't been easy for our people at times, particularly in a challenging economy, but we have a renewed energy and focus on the strategy to continue to deliver to our customers and shareholders. Thank you to our staff for all of your continuing efforts. I also want to thank all our shareholders and my board colleagues for your continuing support. I'll now hand over to Mark Aue for the CEO's address.

Mark Aue
CEO, Chorus

Tēnā koutou katoa nō mai haere mai. Greetings and a warm welcome to everyone. As Mark has noted, we're pleased with our resilient FY25 financial result, particularly given the broader macro challenges. Over the past year we've made good progress and laid the groundwork for changes in strategy and execution that we outlined at our previous investor day. Recognising a shift in our operating model from the great network builder to a great network operator, our Road to 2030 Strategy sets a clear aspiration as a simpler all-fiber business with 80% uptake by 2030. At the heart of that strategy is our purpose. We see this as unleashing potential through connectivity, enabling better futures for Aotearoa. This recognises the intergenerational role that we play in enabling better futures for our people and our country. This year alone we've doubled speeds for more than 700,000 households.

We've extended fiber to over 9,000 homes and businesses beyond the original footprint. Because communities asked to be part of the future and we've listened, we've launched our digital equity pilot targeting 1,500 low-income households, wrapping together affordable fiber plans, refresh devices and trusted community-led training. And where scale builds aren't viable, our community co-funded build program aims to partner with local leaders to get fiber in the ground. As a public company we're delivering solutions, not just aspirations. FY25 or Horizon 1 marked the foundation of our 10-year journey. We've completed key initiatives and made solid progress now shifting our focus to simplicity and efficiency, doing less, becoming leaner, reinvesting in capability and prioritizing scalable growth. Horizon 2 spans the next five years out to 2030, where the benefits of these changes will be progressively realized, shaping Chorus into a simpler, more efficient, innovative and competitive business.

Horizon 3 is where we transition to a steady-state technology fiber. Having fully retired copper by 2030 and ideally earlier, over this time frame, we believe fiber's advantages as the gold standard in broadband will only continue to grow in relevance. Operationally, we continue to see accelerated demand for data. Average monthly data usage at 668 GBs as at September is up from 623 in the prior year. Annual network usage has increased 10% over the same period. To put that increase into context, that's the equivalent of 29,000 years of continuous high-definition streaming. So we continue to see the shape of consumer behavior evolving and this only further plays to fiber's strengths. We've repositioned ourselves as a market challenger, driving education and awareness of fiber superiority versus other broadband technologies.

Our recent TV campaign highlighted the potential shared limitations of wireless broadband, where neighbourhood traffic competes with your living room and at peak times versus the dedicated connection of fiber. Consumer surveys run in parallel also confirm the growing awareness of these differences. With fiber well ahead of both 4G and 5G fixed wireless on net promoter scores and preference. With a stronger economy and shifting technology trends, we remain confident our uptake goals are within reach. We continue to see opportunities for new infrastructure growth while the property development sector remains subdued. New build volumes are stabilising at pre- Covid levels of around 20 - 25,000 lots per year, with around 80% of new homes activating fibre within five years. Connectivity growth remains steady across cell site and smart locations with emerging opportunities in data centre and mobile infrastructure.

As we continue to optimise for an all fibre future, we're seeing positive pathways emerge to regulatory simplification. The Commerce Commission's recent recommendation for the deregulation of copper services is very encouraging. The decision strongly recognised the availability of alternative technologies for rural voice and broadband services and highlighted the continued decline in copper demand. This is complemented by a review of outdated legacy constructs such as the telecommunications service obligation and the Chorus shareholder cap to be led by the Ministry for Regulation. Both play a vital role in shaping a regulatory framework that prioritises investment where it delivers the greatest benefit for New Zealanders. More broadly, we're on track to retire copper in fibre served areas by the end of 2026, with full retirement by 2030 or as we say, ideally sooner through a clear people centric transition across industry, government and communities.

We look forward to a resolution that will provide certainty to rural customers and a migration path to alternative services. Looking to copper recovery, we expect this program to step up in 2026 as the urban retirement of copper completes. Estimated net proceeds could still be in the order of NZD 30-NZD 50 million over the next three to seven years. And as a flow on copper retirement also enables us to optimise other property assets as they become non core. But as we've said, this will happen progressively over our horizon two time frame. As Mark outlined earlier. We were also pleased to recently have the Government's Infrastructure Commission endorse our proposal to expand fibre to 95% of New Zealanders. This was the only private sector submission to be endorsed. Recognising rural connectivity as a critical national issue.

This would see around NZD 17 billion in economic value creation over the next decade across 1,000 communities and 160,000 families and businesses. Focusing on infrastructure that delivers economic growth for New Zealand is critical. These are the kinds of choices that matter now because they compound over time. But as we note, whilst the economic benefits of expanding fibre to more communities is substantial, so are the costs of deployment and that therefore necessitates public investment. Our strategy is underpinned by our belief that fibre will continue to serve consumer needs well into the future. As we look ahead to 2030, the likely thematics favor a fibre world. One that we see a terabyte becoming the average data usage per month.

Where multi-gigabit plans become mainstream, where linear broadcast TV that has largely shifted to IP streaming and content quality and adoption of 4K and beyond continues, and where copper has been fully retired. Through all of this we expect fiber to still be the gold standard as the most reliable, scalable, and future-fit for purpose broadband technology. In summary, this year we've continued to demonstrate the strength and resilience of both our digital infrastructure and our earnings despite ongoing economic headwinds. While conditions are expected to improve, that recovery will realistically begin from early 2026. Innovation remains a key differentiator. We'll continue to drive greater awareness of fiber superiority, particularly as AI accelerates demand for high-performance connectivity. We're actively progressing strategic opportunities. Some are already delivering returns while in others we've had the discipline and clarity not to proceed.

On the regulatory front, emerging pathways offer potential for favorable near-term shifts addressing outdated constructs. Copper retirement in fiber areas is now within sight and will increasingly unlock value from non-core assets. Finally, we've laid the foundation for our strategic reset and entered horizon two focused on growth, simplicity, and efficiency. Our conviction in fiber now and for the future remains absolute. It is technologically superior in every way that matters. On that note, I'll pass back to Mark.

Mark Cross
Chair, Chorus

Thanks, Mark. We now come to the resolutions outlined in the Notice of Meeting. We have Sue Bailey, Will Irving and myself retiring by rotation under the NZX Listing Rules and standing for re-election. The Board unanimously supports the re-election of each of those Directors. A brief biography for each Director standing for re-election was included in the Notice of Meeting. The fourth resolution relates to the fixing of the fees and expenses of our auditors. KPMG voting today will be conducted by way of a poll on all items of business. As a reminder for those of you online and eligible to vote, you can cast your vote by clicking on the Vote tab and selecting your voting directions. Your vote is cast when the tick appears. There is no need to hit a submit or Enter button as the vote is automatically recorded.

You do however have the ability to change your vote up until the time I declare voting closed. I'll give you a warning before I move to close voting. If you wish to ask a question, please press on the Q & A icon. This will open a new screen. At the bottom of that screen there is a section for you to type your question. Once you've finished typing, please hit the send button. You can also ask general questions that will be addressed at the end of the meeting. We now move to Resolution 1 Sue Bailey's re-election as a Director. She retires by rotation under the Listing Rules and offers herself for re-election. It's my pleasure to propose Resolution 1, the resolution to re-elect Sue as a Director of the company. I now invite Sue to address the meeting noting that this has been pre-recorded.

Sue Bailey
Director, Chorus

Tēnā koutou katoa. Ko Sue Bailey tōku ingoa. My name is Sue Bailey. This morning I'm pleased to have the opportunity to seek your continued support and my re-election as an Independent Director of Chorus. I've had the privilege of being a Director at Chorus since 2019 and in that time much has changed. The Ultrafast broadband network now reaches over 87% of premises in Aotearoa. Copper connections have reduced to fewer than 100,000 and we are now into the fourth year and second period of a price-quality regulatory framework during COVID and since then we have all seen firsthand the benefits that an all fibre network delivers for the people, communities and businesses of Aotearoa. It is evident in the way that since 2019 average data usage on Chorus Fibre network has nearly doubled to over 670 GBs per month. Wow.

One thing that hasn't changed though over that time is the commitment of our people to deliver a future-proof and resilient fibre network. Under the leadership of our CEO Mark Aue and to use his words, Chorus now moves from being a great network builder to a great network operator. What do I bring to Chorus then? Well, my professional career includes over 30 years in telecommunications in roles spanning operations, sales and marketing transformation and as a CEO. With this extensive industry experience, I believe I can continue to contribute at Chorus both as an Independent Director and as the Chair of the People Performance and Culture Committee as we move towards becoming a simplified all fibre business pursuing our purpose of unleashing potential through connectivity, enabling better futures for Aotearoa.

On a more personal note, I have long admired New Zealand and New Zealanders for your innovation and can-do attitude and with your support I hope to add my bit through the role that Chorus plays in furthering that spirit of achievement. Ngā mihi, thank you very much. Over to you Mark.

Mark Cross
Chair, Chorus

Thank you, Sue. Kristel, have we received any questions for Sue or about Resolution 1?

Kristel McMeekin
General Counsel, Chorus

No questions have been received on Resolution 1. Thank you. Thanks Mark.

Mark Cross
Chair, Chorus

Thank you. I now move as an ordinary resolution that Ms. Sue Bailey be re-elected as a Chorus Director. The Board fully supports Sue's re-election. If you have not already done so, I ask that shareholders vote on resolution one. We now move to resolution two, the re-election of Will Irving as a Director and the Board fully supports Will's re-election. I invite Will to address the meeting and again note that this has been pre-recorded.

Will Irving
Director, Chorus

Tēnā koutou katoa. Good morning shareholders. I'm seeking re-election today. Having first been elected in 2022, it's been a privilege to contribute to Chorus's journey over the past three years and I'm pleased to have the opportunity to seek your support for my re-election as an Independent Director. Firstly, why do I want to be a member of Chorus Board and why am I seeking re-election? I've now completed my first term as a Director and in that time I've contributed as both a Board member and a member of your Audit and Risk Management Committee. I've contributed industry insights and practical experience, having led a wide variety of corporate, customer and operational telecommunications teams across Australia over many years. Secondly, what can I continue to contribute to the Chorus Board?

As I've just mentioned, my broad experience working within the telecommunications infrastructure and regulatory environments in Australia gives me a unique perspective. From 2019 until last week, I was the Chief Strategy and Transformation Officer at NBN Co in Australia, the company established to build, design and operate Australia's wholesale broadband access networks. It is Australia's equivalent of Chorus. In that role, I've led teams across areas as diverse as the Chief Technology, office and network planning, strategic partnerships, legal and regulatory, business continuity and security and new property developments, which is NBN's primary growth business. As of Monday this week, I'm now NBN's chief strategic transactions Advisor in a part time capacity.

Prior to joining NBN, I was the interim CEO of Telstra InfraCo, Telstra's wholesale business and before that I led Telstra Business, its small and medium businesses customer sales and service division with revenues of over NZD 5 billion and before that I was Telstra's Group General Counsel. So my experience in wholesale and retail telecommunications across infrastructure, end customer sales of service and strategy gives me a strong strategic lens to assist Chorus with both the challenges and importantly the opportunities it faces. Blend of legal, operational and strategic experience lets me contribute meaningfully as your company seeks to modernize its regulatory environment, build its customer base and unlock further value for shareholders. Finally, Chorus is a business that makes a very real difference to Aotearoa society and economy. High quality, reliable connectivity at home and for businesses, governments and community organisations is essential for a modern thriving nation.

With your support, I look forward to the opportunity to work with my fellow directors and Chorus strong management team to grow shareholder value and provide positive outcomes for New Zealanders in the years ahead. Ngā mihi, thank you. Over to Mark.

Mark Cross
Chair, Chorus

Thank you, Will. Kristel, have we received any questions for Will or about Resolution 2?

Kristel McMeekin
General Counsel, Chorus

No questions have been received on Resolution 2.

Mark Cross
Chair, Chorus

Thank you. I now move as an ordinary resolution that Mr. Will Irving be re-elected as a Chorus director. If you've not already done so, I ask that shareholders vote on resolution two. We now move to resolution three, my re-election as a director. I retire under rotation under the Listing Rules and offer myself for re-election. For full transparency, I'd first like to draw shareholders' attention to a proxy advisor's voting recommendation in relation to the choice of virtual format for this meeting and my re-election. As shareholders may be aware, proxy advisory firms provide advice to institutional shareholders on how to vote. ISS has recommended voting against my re-election as chair, citing our decision to hold this meeting as a virtual-only event which they view as a significant governance concern.

This is the first time a proxy advisor has issued a negative voting recommendation on that basis with respect to Chorus, although we did have a virtual meeting last year. In response, let me explain why we elected to have a virtual-only meeting this year. At our last hybrid meetings, we had 10 or less shareholders with very few questions in person or online. So that's 10 shareholders out of over 19,000. The financial and environmental costs of a virtual meeting are significantly less than a hybrid meeting. The resolutions this year are largely administrative in nature. The meeting technology used by shareholders to attend this virtual meeting is tried and tested and allows full participation. It's also consistent with the NZX Listing Rules and the NZX Corporate Governance Code, and our constitution does permit virtual-only meetings.

However, we're not wedded to the virtual meeting format and having received some feedback for the first time this year with a preference for a hybrid over a virtual meeting, our intention is to revert back to a hybrid shareholder meeting next year. As always, we'd welcome shareholder feedback on how we can improve our meetings generally. I'll now hand over the role of Chair of the meeting to Kate Jorgensen, the Chair of the Audit and Risk Management Committee, who will introduce the resolution relating to my re-election as a director.

Kate Jorgensen
Director, Chorus

Thank you, Mark. Good morning shareholders. It is my pleasure to proceed to propose Resolution 3, the resolution to re-elect Mark Cross as the Director of the company. The Board fully supports the re-election of Mark. I now invite Mark to address the meeting.

Mark Cross
Chair, Chorus

I'm seeking re-election today as required by the NZX Listing Rules. Having first been elected in 2016 and re-elected in 2019 and 2022, having taken over as Chorus Chair in October 2022, it's been a privilege to have led the Chorus Board for the last three years and to have been a Director for the six years previous to that. I should note that this is the end of my third three-year term and on the Chorus Board we've tended to observe nine-year tenures. Stepping into the Chair role provides some flexibility to that general tenure guideline. But in standing for re-election today, my intention is to ensure an orderly handover to a new Chair during this next term. The usual planning for that succession is already underway as part of our normal Chair and director succession program.

So with that said, I'm pleased to have the opportunity today to seek your support for my re-election as an Independent Director. I'd like to briefly address today why I'm here and what I can contribute as a Director of your company. So firstly, why do I want to be a member of the Chorus Board and why am I seeking re-election? Chorus' purpose, Unleashing potential through connectivity Enabling better futures for Aotearoa, says it all for me. Chorus's Fibre Network is a critical national infrastructure business. As New Zealanders' demand for data increases and become more reliant on connectivity, Chorus's role will only grow in importance. For a Director, serving on the board of such an entity means being involved in decisions that are economically, socially and technologically fundamental to New Zealand's future digital infrastructure. Secondly, what do I bring to the Chorus Board?

So my current and previous board roles, as well as my prior executive career in investment banking, have given me exposure to a wide range of industries, companies, markets, people and situations. And I bring all of these experiences to the Chorus Board. I'm satisfied as Chair with what we've achieved over the last three years. Director, CEO and executive succession, a revised strategy, a regulatory review and a capital management and dividend reset. Activity is one thing, but outcomes for shareholders are more important. Chorus has performed well in total shareholder return. As noted in my earlier address. We're clear on our strategy, on executing that strategy, and on managing our capital in a way that delivers predictable and growing returns to our owners. With your support, I look forward to continuing to work hard alongside my fellow directors and our executives and staff to achieve those goals.

Thank you.

Kate Jorgensen
Director, Chorus

Thank you, Mark. Kristel, have we received any questions for Mark or about Resolution 3?

Kristel McMeekin
General Counsel, Chorus

No questions have been received on Resolution 3.

Kate Jorgensen
Director, Chorus

Thanks, Kristel. I now move as an ordinary resolution that Mr. Mark Cross be re-elected as a Chorus Director. If you have not already done so, I ask that shareholders vote on Resolution 3. I now pass the role of Chair of the meeting back to Mark.

Mark Cross
Chair, Chorus

Thanks, Kate. We now move to the final resolution, Resolution 4. The auditor's fees and expenses in accordance with the Companies Act. Chorus' current auditors, KPMG, have been automatically reappointed as Chorus' auditors under that Act. Auditor fees and expenses must be fixed in the manner determined at the annual meeting. Kristel, have we received any questions about Resolution 4?

Kristel McMeekin
General Counsel, Chorus

No questions have been received on Resolution 4.

Mark Cross
Chair, Chorus

Thank you. I now move as an ordinary resolution that the Board be authorised to fix the fees and expenses of KPMG as auditor. If you've not already done so, I ask that shareholders vote on Resolution 4. I now invite shareholders to raise any other questions, comments or discussion, whether related to any of the presentations, the financial statements or the management of Chorus. While we're waiting for people to raise any items of general business, an email address for your feedback is here on the screen. We welcome your feedback at any stage. Kristel, have we received any general questions?

Kristel McMeekin
General Counsel, Chorus

Yes, we have, Mark. Our first question is from Stephen Mayne. How many full-time equivalent staff do we currently have and is this likely to fall over the coming 12 months with the rapid rollout of AI? Which parts of our business and operations are the most prospective for AI productivity gains and how energetically are we embracing those opportunities?

Mark Cross
Chair, Chorus

Great. Thanks, Stephen. Obviously a very topical question. I'll get Mark to answer that one.

Mark Aue
CEO, Chorus

Thanks, Stephen. A couple of parts to that. First, if I look back, you know, we talked to our Road to 2030 Strategy, the foundational work we've done through Horizon One over this past financial year, part of which included an organization structure review and redesign to better align capability and focus that saw roughly a 10% reduction in our headcount in FTE. So circa 750 FTE at the end of FY25. At the same time we'd also recognize we're investing in new capability as we move into that great network operator space. So data intelligence retention, team management and AI in fact. So I think we could probably see that resettle somewhere around 800 headcount. Moving to the second part of your question on AI, where we have a new CTO from June, Martin Sharrock, who I've worked with previously as well.

And one of the mandates I have given to Martin is to advance our AI maturity. I'd say there's certainly opportunity for us in terms of the areas, the natural ones that stand out, IT process and simplification. I think workflow management still around ongoing installations, property development, et cetera. So I would expect in operations there is clear opportunities as we exit from copper withdrawal as well. I think again the ability to exit and drive some simplified and efficiency is an opportunity. But to be honest, we see AI having a pervasive impact across our internal business. So even areas such as our People and Culture team already looking at systems and processes and where we could leverage AI as well. So, you know, I think there is, there is certainly a lot of enthusiasm.

I think there's some questions and some unknowns, but we're certainly stepping into that area at pace. Kristel.

Kristel McMeekin
General Counsel, Chorus

Thank you, Mark. We've got a second question from Mr. Mayne. New Zealand is regarded as a governance backwater by some Australian investors for refusing to mandate annual voting on remuneration reports, which is standard in many countries. This issue was raised last year, but still you haven't followed the lead of Xero and Fletcher Building and voluntarily introduced a non-binding vote on a remuneration report. Why not? Have any other investors requested a remuneration report vote?

Mark Cross
Chair, Chorus

Thanks, Stephen. And yes, this does get raised from time to time by some of the proxy advisers. I think our position remains as it has in the past, but we're not close minded to it. Of course our focus has been on really transparent reporting and disclosure of our remuneration, noting we are a purely domestic New Zealand company. We think our remuneration structures are actually fairly clear and straightforward compared to many. And so far we have improved our disclosure over time and at this stage, as far as we're aware, shareholders are generally happy with those disclosures. So that will be our current position but as I say, we're not close minded to that.

Kristel McMeekin
General Counsel, Chorus

Thanks, Mark. We have another question from Christopher Robert Malcolm and Helen N. Malcolm. Would you please outline how the Chorus UFB funding securities issued to the government work and how it will affect normal shareholders if the government sells them?

Mark Cross
Chair, Chorus

Thank you for the question, and actually it's a good opportunity to address this because there was some confusion caused by the recent announcement by the government, and I would direct you for the real details. I'll direct you to our annual reports and going back in terms of the detailed terms of the security, but if we go back to the origins of the securities they were issued, that was essentially a way for the government to part fund the build out of the UFB program. The government never wanted to take up a voting or a shareholding position in the company, but they did want to lend Chorus the money to partly roll out the program. So they are non-standard securities. They are not to be confused with our ordinary shares which you would hold or our other retail debt securities.

They are more like infrastructure type funding, non-interest-bearing. The holders of those, as the government has announced recently, as you allude to, that they are looking at this stage only looking at selling those securities to another holder to enable them effectively to redeploy the money tied up in that asset into other assets like hospitals and schools. At this stage it is just a scoping study and the outcome of that scoping study won't be known until next year. The face value of those securities is about NZD 1.1 billion. I refer to face value because of the terms of the securities one would expect them to sell for some hundreds of millions less than that. That's just based on the fact that they are non-interest-bearing. We are obviously interested in that study and will be consulted during it.

We've made the comment that we wouldn't expect as a result of this for the terms and conditions of the securities to maturity change. In effect, think of it as our ordinary shares every day are changing hands from one owner to another and effectively that's the way to look at these debt securities. If they change hands from the government to another holder, it doesn't actually impact Chorus. As I say, look out for the outcome of that government scoping study and then we'll decide what to do at that point.

Kristel McMeekin
General Counsel, Chorus

Thank you, Mark. Our next question is from the New Zealand Shareholders Association. Some worry that Chorus dividend is unimputed. Of course this is not a concern for the many charities that hold Chorus shares. Some think that a more tax efficient distribution policy could be employed. Has the board considered this matter? I also read some research that suggested imputation credits might be attached to dividends from FY28. Is that a possibility?

Mark Cross
Chair, Chorus

I think the first comment is, and I go back to my earlier address, is that our focus is on delivering a predictable and growing dividend. So when I say predictable, something that shareholders can count on each and every year as opposed to some of the more tax-driven forms of distributions might be special dividends or share buybacks. I think it's more it's better to have that consistency of return through an ordinary dividend. And also we would not make decisions based on tax driven by the sort of capital allocation policy that I referred to earlier. And yes, I would repeat the comment that we have flagged that in time as we get back into a taxpaying position that we will expect to partially impute dividends in the medium term. So it's all about a function of our taxpaying status.

Kristel McMeekin
General Counsel, Chorus

Thank you, Mark. We've got another question on that topic from Philip Serman. Some years ago Chorus lost the ability to attach imputation credits to dividends. It was indicated at that time that these would be reintroduced when able to do so. Could you please give an update on the current taxation situation and a timeline for this to occur?

Mark Cross
Chair, Chorus

Again, thank you for the question. I probably won't repeat the answer which all applies here, but again I would say as I think the keywords are when able to, we will certainly be passing on imputation credits and at this point we've indicated in the medium term.

Kristel McMeekin
General Counsel, Chorus

Thank you, Mark. Our next question is from Liam Wallace. For a fiber company, virtual meetings make complete sense and I strongly disagree with the proxy statement. Why would you suggest we go back to a hybrid when we had such poor turnout?

Mark Cross
Chair, Chorus

Hmm. It's a fair point, and I think what we're balancing here is the pragmatic sort of cost-based reality here that the turnout at our meetings in the past in person hasn't been significant, but we also respect the feedback we've got that shareholders want to ensure that the board is available to be held to account in person when matters. That's not this year for us and we don't expect that next year, so we respect that feedback and to reassure you, we don't expect that if we add a studio audience, as it were, to our current setup this year, that we think that that's manageable and that would be our intention to do that.

Kristel McMeekin
General Counsel, Chorus

Thank you, Mark. Our final question is from Ed mund Good. What progress has been made regarding the proposed projects outlined at last year's annual shareholders meeting. Specifically the proposed trans-Tasman network.

Mark Cross
Chair, Chorus

Thank you. I'll get Mark to comment on that.

Mark Aue
CEO, Chorus

Thank you. If I start with the trans- Tasman project or we'd refer to it as the Tasman Ring, when we started exploring this as an opportunity, we'd indicated some of our investment criteria and that it was predicated on securing pre- sales commitment to help with what would have been a substantial capital build. And timing is also key. I think from what we've seen, though, from a global perspective, obviously there's a lot of demand for subsea cable builds. You know, every other article seems to be around connectivity, data centers, subsea cables, but what we had landed on is that it didn't meet our investment criteria. So it's not something that we are actively pursuing at the moment. We will continue, though, to keep a watch and observation over this.

You know, what we would say is we want to ensure that a connected New Zealand is a better New Zealand. And frankly, there is a lot of opportunity for subsea cables to create diversity and increase connectivity down through the South Pacific, certainly from the western side of the U.S. as well. So we will continue to look out for that. But at the moment, the Tasman Ring is not something that we're actively pursuing. In other areas, though, as I said during my own presentation, we do continue to see opportunities in infrastructure. So data center connectivity in particular, we play a relatively smaller role in that space today and believe that given the quality of the Chorus fiber assets, that that's an area that we should be playing more of a role into. Mobile infrastructure is another example and other products that we're also exploring.

The third area I'd say is copper recovery. Over the last year we'd run a. We'd completed a trial and that returned around NZD 3 million of net benefit and we'd recycled around 1,100 tonnes of copper. It's a. It is a complex process. I would say it's a high cost extraction process but the. The market rates for copper at the moment are also attractive. Having completed the trial, we're intending now to operationalize that and as I'd indicated earlier, across 2026, looking to stand up a more broader copper extraction process and as we see that that's in the order of NZD 30-NZD 50 million of net benefit over the next three to seven years. So the trial has proven worthwhile. Thanks, Kristel.

Mark Cross
Chair, Chorus

Thank you, Mark. Kristel, do we have any further questions?

Kristel McMeekin
General Counsel, Chorus

No further questions. Thanks, Mark.

Mark Cross
Chair, Chorus

Okay. Okay, thank you. So, ladies and gentlemen, that concludes our discussion on the items of business. I'll close the voting system shortly. Please ensure that you've cast your vote on all resolutions. I'll now pause briefly to allow you time to finalize those votes. Voting is now closed. The results of these votes will be released to the NZX after this meeting. There being no other matters of business, I thank you for connecting with us today and I now declare the meeting.

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