Further detail regarding revised Capital Management Policy

Spark New Zealand Limited
Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand


MARKET RELEASE
31 August 2022

Further detail regarding Spark’s revised Capital Management
Policy

As part of the recent FY22 results announcement on 24 August 2022, Spark New
Zealand (Spark) disclosed its revised Capital Management Policy, which is designed
to maintain financial strength and flexibility.

Spark New Zealand Chair, Justine Smyth, commented “The Board is committed to
Spark maintaining an investment grade credit rating and its capital management
policies are designed to ensure this objective is met. As part of this commitment
Spark manages its debt levels to ensure that the ratio of net debt to EBITDA does
not materially exceed 1.4 times on a long-run basis, which, for credit rating agency
purposes, Spark estimates equates approximately to adjusted debt to EBITDA of 1.7
times.

The Board believes that any as-yet unidentified acquisition would be funded in the
context of the gearing policy of 1.4 times, which Spark believes is consistent with
maintaining an A- rating.”

For completeness Spark has clarified this position on page 14 of its FY22 Results
Investor Presentation, and an updated copy is attached.


Authorised by:
Alastair White
GM Capital Markets

- ENDS –
For media queries, please contact:
Leela Gantman
Corporate Relations and Sustainability Director
+64 (0) 27 541 6338

For investor relations queries, please contact:

Spark New Zealand Limited
Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand


Chante Mueller
Head of Investor Relations
+64 (0) 27 469 3062

---

SPARK
PAGE
2
Results overview

SPARK
STRONG FINANCIAL
PERFORMANCE – ALL
GUIDANCEMETRICS
ACHIEVED
•Return to revenue growth through market-leading mobile performance and Spark Health contract wins
•Market momentum combined with cost-discipline delivered EBITDAI growth at the top end of guidance, supporting a total
FY22 dividend of 25.0cps, 100% imputed
MAXIMISING
SHAREHOLDER
VALUE
•The Board reviewed Spark’s Capital Management Policy and released a new Capital Management Framework, designed
to grow long term shareholder value through disciplined investment, while returning excess capital to shareholders and
maintaining financial strength and flexibility
•Confidence in ability to grow free cash flow (FCF) to ~$460m-$500 million
(1)
in FY23. Guiding to a total FY23 dividend of
27.0cps, 100%imputed, funded through earnings and FCF growth
•Sale of 70% stake in TowerCo to Ontario Teachers Pension Plan
(2)
to generate ~$900 million in proceeds. Spark intends to:
oReturn up to $350 million to shareholders through an on-market share buy-back once the transaction completes
(3)
oRetain $350 million to invest in future growth and accelerate Spark’s transition to higher growth digital services
oRemaining proceeds usedto offset increase in lease liability
•Spark ranked #2 against international peers for Total Shareholder Returns, with CAGR of ~12%forthree years
(4)
FOCUSSED STRATEGY
EXECUTION GROWING
COMPETITIVE
ADVANTAGE
•Strategic focus on simplified products and systems and data and AI-driven marketing delivering a+9 increase in customer
engagement, increased conversion, and lower care costs
•Substantial infrastructure investments position Spark to lead on emerging commercialisation opportunities – as 5G, multi
access edge compute, AI, IoT, and cloud computing combine to deliver powerful use cases for businesses
•People engagement high at +70 and median gender pay gap closed by 3pp
•Strong sustainability outcomes, with 15.2% emissions reduction and 30%+ growth in digital equity product Skinny Jump
PAGE
3
Results summary
Creating value for shareholders – delivering on our strategy and maximising returns
(1)
Free cash flow of ~$460m-$500m under new methodology refer slide 29 in appendix
(2)
Transaction subject to Overseas Investment Office approval, with completion anticipated to occur in the first half of FY23
(3)
Subject to market conditions at the time. Spark may investigate alternative return opportunities
(4)
Refer slide 27 in appendix

SPARK
PAGE
4
FY22 financial snapshot
EBITDAI
(2)
$1,150m
REVENUE
(1)
$3,720m
NPAT
$410m
3.5% increase vs. FY21
H2 FY22 Dividend 12.5cps, 100%
imputed
25.0c
TOTAL FY22 DIVIDEND
(1)
Operating revenues and other gains
(2)
Earnings before finance income and expense, income tax, depreciation, amortisation and net investment income (EBITDAI) and capital expenditure (CAPEX) are non-Generally Accepted Accounting Practice (non-GAAP) performance measures
that are defined in Note 2.5 of Spark’s financial statements
(3)
Adjusted for the impact of cloud accounting policy change
CAPEX
(2)
$410m
FREE CASH FLOW
$296m
2.8% increase vs. FY21
(3)
7.6% increase vs. FY21
(3)
17.5% increase vs. FY21
(3)
31.6% decrease vs. FY21
(3)
Focussed strategy execution resulting in strong financial performance with all guidance metrics achieved

SPARK
PAGE
5
$899m
5.5% vs. FY21
$639m
(4.6)% vs. FY21
$446m
0.7% vs. FY21
MOBILE SERVICE
REVENUE
BROADBAND
REVENUE
CLOUD, SECURITY, &
SERVICE MANAGEMENT REVENUE
Spark outperforming the market
(1)
in
mobile service revenue growth
Redesign of broadband plans
stabilised base at 704,000,
in line with strategy
Cloud revenue grew 1.7%, however revenue
and ARPU impacted by mix-shift to
public cloud
Data-driven marketing drove a ~13%
increase in customer base on Endless
plans, and pay-monthly, pre-paid, and
business connections grew steadily
Wireless broadband connections up
16,000, helping to offset revenue decline
through avoided input costs
Overall revenues impacted by H1 COVID
lockdowns, delays to transformation
projects, supply chain disruption, and some
execution challenges
Total ARPU up $1.42 or 4.9%, driven by
adoption of Endless plans across the
spectrum and more effective use of value-
added services (VAS)
~28% of overall broadband base now on
wireless – on track to meet
FY23 targetof ~30%
FY23 focus on product enhancement,
refreshed pricing, and further growing
specialist skills
Established market performance
Market leading mobile performance and continued growth in wireless and cloud
#1 Mobile Service Revenue
(1)
#1 Broadband revenue and connections
(1)
#1 Hybrid Cloud
(2)
(1)
Market share estimates sourced from IDC
(2)
Spark’s estimate based on independent market share data

SPARK
SPARK IoT
•Revenue grew 22%, driven by uptake across metering, transport, emergency services, smart environments, and
asset management
•IoT connections increased 75% to 832,000 connections
•Significant stake taken in partner Adroit – to accelerate future growth in sustainable monitoring solutions
SPARK HEALTH
•Revenue grew 46%, driven by continued growth in telco, IT services, and health products
•Digital health platform, Kete Waiora, live with three vendors onboarded
•National contract wins through newly established Te Whatu Ora (Health New Zealand)
SPARK SPORT
•Delivered successful second season of cricket with brand-new commentary set up, elevating cricket production and
providing greater insights for fans
•Focus remains on accelerating strategic partnership opportunities to drive improved returns
PAGE
6
FY22 future market performance
Spark IoT and Spark Health are now material contributors to revenue and drivers of growth

SPARK
SIMPLE, INTUITIVE
CUSTOMER
EXPERIENCES
•Customer experience improved through simplification and digitisation, with iNPS +9 points
•102 legacy mobile and broadband plans retired, and 350,000 customers migrated
•Digital journeys for sales and service increased 23% – delivering a 17.5% reduction in customer care calls and 18%
growth in online revenue
•New Spark App functionality –supporting ~1.4 million unique users and ~800,000 interactions on average per month
DEEP
CUSTOMER
INSIGHTS
•Data and AI-driven marketing capability maturing – now better predicting the needs of ~90% of Spark customer
households and making recommendations for more than half of SME customer base
•Uplift in data driven marketing campaign conversion of 19% YoY and delivered a 16% improvement in marketing
efficiency
•AI capability now extending into business segment
SMART,
AUTOMATED
NETWORK
•5G coverage extended or launched across 12 locations
(1)
. Meeting our CY23 target of ~90% population coverage is reliant
on NZ Government spectrum allocation.First 5G stand-alone core network built and first Multi Access Edge Compute
(MAEC) trials underway
•Takanini data centre expansion 30% complete, with more than 85% of capacity contracted
•Optical Transport Network 2.0 build 87% complete and ~50% of PSTN estate now decommissioned
•Southern Cross NEXT fibre cable launched, almost doubling international capacity and boosting resilience for Aotearoa
GROWTH
MINDSET
•High performance culture, with employee engagement at +70 (eNPS)
•Female representation increased from 42% to 47% at senior leadership level; median gender pay gap reduced from
28% to 24%; ethnicity data collection increased 30pp to ~50% of Spark people
•Mahi Tahi wellbeing strategy supporting sustainable performance
PAGE
7
Core capabilities continue to mature
(1)
Spark 5G available in 21 locations across New Zealand at end of FY22
Supporting growth in Spark’s established and future markets as capabilities embedded across the business

SPARK
PAGE
8
CREATE A
SUSTAINABLE SPARK
ECONOMIC RECOVERY AND
TRANSFORMATION
CHAMPION
DIGITAL EQUITY
Science-based target progress
•Emissions reduction programme operational, to
support science-based target (SBTi) of 56% scope 1
and 2 reduction by 2030 (from FY20 baseline)
•Emissions reduced 15.2% YoY, with 9.7% driven by a
reduction in NZ grid emissions intensity and 5.5%
driven by a reduction in underlying energy use
•While positive, emissions remain higher than our FY20
baseline and to meet our SBTi we must decouple our
growth from emissions by linking our energy
procurement to new sources of renewable electricity
•Progress against Scope 3 target, with ~30% of
suppliers by spend with an SBTi aligned target in place
Supporting decarbonisation through technology
•Technology has an important role to play in supporting
businesses to decarbonize
•Over half of Spark IoT’s FY22 revenue connected to
climate change and sustainability solutions, such as
energy and water metering, or environmental monitoring
•Signed up to Climate Leaders Coalition's (CLC) higher
statement of ambition – covering mitigation, adaptation,
and transition – with CEO Jolie Hodson now CLC
Convenor
•Supporting take-up of new technologies – hydrogen car
sharing trial, ‘Electric First’ fleet policy for FY23
Continued progress supporting digital equity
•Skinny Jump continues to provide a valuable
service for digitally excluded communities, with
connections now 23,323 – up 5,808, or ~33%, since
FY21
(1)
•Data allowances increased in FY22 to support
households impacted by cost-of-living increases –
Jump customers can now access up to 225GB a
month, with the first 15GB free
•~$4.5 million+ of data donated through Skinny
Jump in FY22
Maturing ethical supply chain practices
•New supply chain risk management system
implemented, and membership of global industry
group, the Joint Audit Cooperation (JAC), approved,
enabling auditing of global suppliers
•Human Rights Policy and Modern Slavery Framework
developed and endorsed by Board
Strong sustainability progress
Spark sustainability practices continue to mature, while we support a just transition to a low-carbon economy
(1)
FY21 base restated for ~2,000 data-only connections

SPARK
PAGE
9
FY22 indicators of success
Strategic PillarFocus AreaMeasureTarget 30 June 2022Status
World class capability
Customer experienceConsumer and small business iNPS+6 point liftExceeded
Data driven insightsUplift in data driven marketing campaign conversion
(1)
15%Exceeded
Smart automated
networks
Accelerate 5G10-15 locations
(2)
Achieved
Growth mindsetseNPS+70Achieved
Grow established markets
WirelessMobile service revenue growth2-4%Exceeded
BroadbandWireless broadband connections
(3)
+15-20kNot Achieved
CloudCloud, security and service management revenue growth5-8%Not Achieved
Accelerate future markets
IoTGrowth in number of connected IoT devices+300kExceeded
Spark Health
Growth in Spark Health revenues8-10%
Exceeded
Successful launch of Digital Health Platform
5 DHP customers onboardedNot Achieved
Lowest cost providerDeliver best costEBITDAI margin31%Achieved
Build a sustainable future
Championing digital
equity
Skinny Jump connections+5kAchieved
Sustainable SparkEstablish emissions reduction programme30 June 2022Achieved
(1)
Spark consumer base
(2 )
This includes a mix of new locations and existing locations where our 5G footprint will be expanded
(3)
Wireless broadband connection growth 16k including Skinny Jump, and 10k excluding Skinny Jump connections
Delivering the results we committed to our shareholders

SPARK
PAGE
10
Well positioned within the macro trends impacting our business
Resilient revenues and investments for the future will support adaptation and growth
GLOBAL ECONOMIC
DISRUPTION
CLIMATE CHANGE ACTION
AND ADAPTATION
TECHNOLOGY
CONVERGENCE
High inflation and cost-of-living crisis,
tight labour markets,
andconstrained supply chains
Window for action to avoid the worst
impacts of climate change closing fast,
requiring all businesses to accelerate
action and prepare to adapt
Tech convergence accelerating –as 5G,
multi-access edge compute (MAEC),
data and AI, IoT, and cloud computing
combine to deliver powerful solutions
•Broadband product and pricing refresh
and multi-brand strategy
•Boosted digital equity offering
•Increased focus on talent mobility
•Careful supply chain management
•Emissions reductions a priority
•Leveraging technology to support
decarbonisation for Spark and our
customers
•Digital infrastructure investment
supporting new use cases
•Increased focus on MAEC trials and
commercialisation opportunities

SPARK
PAGE
11
Tech convergence creating new commercialisation opportunities
•Solution combines on-board
cameras with IoT, AI and
machine learning, cloud
computing, and data and
analytics from Spark Business
Group
•Delivers clearer, independent
data to help inform policy
decisions, scientific research,
and fisheries management
MPI sustainable fishing solution
Improving patient care for AKL DHBImproving safety for EnviroWaste
Micro credentials for ARUCC
•Data and analytics solution that
optimises use of hospital
resources and promotes better
patient outcomes
•Dashboards share real-time
operational insights to better
manage bed capacity, staffing
and theatre utilisation, clinical
information, and compliance
reporting
•First pilot of 5G multi-access
edge compute (MAEC),
combined with AI-powered
computer vision
•Lower latency, 5G connectivity,
and faster processing times
supporting the AI hazard
detection system
•Pilot of privacy-respecting
micro-credentials for Canadian
learners created by MATTR for
the Association of Registrars of
the Universities and Colleges
of Canada (ARUCC)
•Allows students to hold and
share their verifiable
credentials when seeking
employment or signing up for
new learning journeys
We are already seeing the benefits of technology convergence solving real-world problems for our customers

SPARK
PAGE
12
Capital management and growth

SPARK
PAGE
13
Capital Management Policy
1
2
3
Strategic alignment
NPV positive
ROI greater than
Spark’s hurdle rate
in years 3-5
Key principles for
investing in growth
Maximising
shareholder
value
•Growing dividends via growth in earnings and sustainable free cash flow
•Dividend Policy: pay-out ratio of ~80%-100% of free cash flow
(1)
on a long
run basis with annual guidance expressed on a cents per share basis
•Returning excess capital to shareholders using capital management
options (e.g. on-market buybacks, special dividends)
Investing
for growth
•Investing to sustain and grow the business organically
•Investing for growth via mergers and acquisitions that are EPS accretive
over time
Maintaining
financial strength and
flexibility
•Committed to maintaining an appropriate investment grade credit rating
(1)
FCF defined as EBITDAI less tax paid, interest paid, maintenance capex (pre growth and spectrum capex), lease payments and pre any movements in working capital.Refer slide 29 of Appendix
(2)
Excluding any spectrum purchases and renewals
The Board reviewed Spark’s Capital Management Policy and has released a new Capital Management Framework
Capital Management Framework
Long run capex to
revenue ~10%-11%
(2)

SPARK
PAGE
14
How the Framework will be applied in FY23
Maximising
shareholder
value
•FY23 dividend of 27cps (100% imputed) funded through earnings and free
cash flow growth
•Up to $350m of proceeds from TowerCo transaction intended to be returned
to shareholders via on-market buy-back post completion of the transaction.
The buy-back will be subject to market conditions. Spark may investigate
alternative return opportunities
Investing
for growth
•$350mcapex to beinvested in support of growth:
•Digital infrastructure investments, such as 5G acceleration, edge
computing, and data centres, accelerating our growth in Spark IoT and
Spark Health, and investing in emerging technologies
Maintaining
financial strength and
flexibility
•Remaining proceedsto offset increase in lease liability resulting from long-
term agreement with To w e r C oto secure access to existing and new towers
•Post completion, Spark’s net debt to EBITDA ratio is expected to fall
significantly, and then increase over time as funds are returned to
shareholders and investments are made
•The Board is committed to Spark maintaining an investment grade credit
rating and its capital management policies are designed to ensure this
objective is met. As part of this commitment Spark manages its debt levels to
ensure that the ratio of net debt to EBITDA does not materially exceed 1.4x on
a long-run basis, which, for credit rating agency purposes, Spark estimates
equates approximately to adjusted debt to EBITDA of 1.7x
•The Board believes that any as-yet unidentified acquisition would be funded in
the context of the gearing policy of 1.4x which Spark believes is consistent with
maintaining the A- rating
Spark’s forecast free cash flow growth and TowerCo transaction proceeds will be used in line with Framework principles
Free cash flow growth
•As we look to FY23, we have confidence in
our ability to grow free cash flow to
~$460m-$500m
(1)
, to fund our ordinary
dividend
TowerCoproceeds
•As announced in July, Spark has reached
agreement to sell a 70% stake in its
To w e r C obusiness to the Ontario Teachers’
Pension Plan (OTPP)
•Spark expects net cash proceeds of ~$900
million at completion (after transaction
costs), which is subject to Overseas
Investment Office approval, and is
anticipated to occur in the FY23 first half
(1)
Free cash flow of ~$460m-$500m under new methodology refer slide 29 in appendix

SPARK
PAGE
15
Financials

SPARK
PAGE
16
FY22 financial performance summary
REVENUE GROWTH
$3,720m
Up $127m or 3.5% vs. FY21
OPEX GROWTH
$2,570m
Up $96m or 3.9% vs. FY21
(1)
(1)
Adjusted for the impact of cloud accounting policy change
(2)
Free cash flow of ~$460m-$500m under new methodology refer slide 29 in appendix
(3)
Given the anticipated receipt of proceeds from the sale of 70% of TowerCo, the Dividend Reinvestment Plan has been suspended forthe H2 FY22 dividend and for the foreseeable future
EBITDAI GROWTH
$1,150m
Up $31m or 2.8% vs. FY21
(1)
NPAT GROWTH
$410m
Up $29m or 7.6% vs. FY21
(1)
TOTAL FY22 DIVIDEND
$25.0c
FREE CASH FLOW
$296m
Revenue growth driven by:
•Outperformance in mobile; and
•Spark Health and Spark IoT growth
Opex growth driven by:
•Higher procurement costs in
support of revenue growth; and
•Investment in future market growth
Top line momentum and cost
discipline resulting in EBITDAI at the
top end of guidance range
NPAT growth driven by EBITDAI growth
with net financing, D&A, and tax stable
Free cash flow of $296m, lower than
aspiration:
•Impacted by timing of working capital
and supply chain impacts
•Remain confident in FY23 free cash
flow aspiration of ~$460m-$500m
(2)
Total FY22 dividend of 25.0 cps
confirmed in line with guidance.
H2 FY22 dividend of 12.5 cps, 100%
imputed.
The Dividend Reinvestment Plan (DRP)
has been suspended for the H2 FY22
dividend and for the foreseeable
future
(3)
.
Delivering strong financial results with Revenue, EBITDAI and NPAT all in growth
Down $137m or (31.6%) vs. FY21
(1)

SPARK
PAGE
17
Financials
FY21
(1)
$m
FY22
$m
CHANGE
Operating revenues and other gains3,5933,7203.5%
Operating expenses(2,474)(2,570)(3.9%)
EBITDAI1,1191,1502.8%
Finance income3426(23.5%)
Finance expense(81)(74)8.6%
Depreciation and amortisation(521)(520)0.2%
Net investment income(1)(1)-%
Net earnings before tax expense5505815.6%
Tax expense(169)(171)(1.2%)
Net earnings after tax expense3814107.6%
Capital expenditure
(2)
34941017.5%
Free cash flow433296(31.6%)
EBITDAI margin31.1%30.9%(0.2pp)
Effective tax rate30.7%29.4%(1.3pp)
Capital expenditure to operating revenues9.7%11.0%1.3pp
Earnings per Share20.6c21.9c1.3c
Total Dividend per Share25.0c25.0c-
(1)
Adjusted for the impact of cloud accounting policy change
(2)
Excluding expenditure on mobile spectrum

SPARK
PAGE
18
FY22 operational performance summary
EBITDAI
$1,150m
2.8% increase vs. FY21
(1)
REVENUE
$3,720m
3.5% increase vs. FY21
OPERATING EXPENSES
$2,570m
3.9% increase vs. FY21
(1)
•Outperformance in mobile with highest revenue and
connection growth in the market
(2)
•Procurement growth driven by Health New Zealand
wins and ongoing demand for hardware and software
to support working from home
•Cloud revenue growth of 1.7% reflecting health
growth, offset by competitive pricing pressure. Lower
project activity across security and service
management as a result of Covid and supply chain
delays, and execution challenges
•Broadband revenue impacted by ongoing
competitive intensity and plan redesign to stabilise
base in line with strategy
•Voice revenue decline includes cycling of non-
recurring H1 FY21 wire maintenance charges
(underlying decline of ~12% in line with previous
trends)
•Future markets of Health and IoT grew 46% and 22%
respectively demonstrating ongoing future potential
•Operating expenses up YoY with gross benefits of
cost out reinvested in support of future market
growth
•Increase in product costs primarily driven by
increased procurement volumes
•Labour costs broadly flat, a pleasing outcome in a
tight labour market, balancing the retention of key
talent while continuing to invest in new markets
•Decrease in other operating expenses driven by:
•reduction in network support costs, and
precision marketing savings; partially offset by
•return to normal levels of bad debt expense
•Managing inflationary pressure through use of
multi-brands and refreshed pricing; increasing
automation, and targeted cost reduction
programmes
Revenue growth in established and future markets driving consistent earnings growth
•Delivered EBITDAI at the top end of
guidance range
•EBITDAI up $31m or 2.8% YoY reflecting
targeted return to revenue growth
•Prior period includes $16m of non-recurring
wire maintenance refunds.Other one off
items are broadly consistent across the
periods
•EBITDAI margin of ~31% in line with
aspiration
(1)
Adjusted for the impact of cloud accounting policy change
(2)
Market share estimates sourced from IDC

SPARK
MOBILE
•Total market mobile service revenue growth estimated to be ~2%-3% CAGR over the next 3-years to 2025
(1)
•Border reopening presents opportunity for return of roaming revenues. Estimating FY23 roaming revenue return of ~60%+ of
pre-Covid levels. Also expect pre-paid travellers to return increasing the connection base however, may dilute prepaid ARPU
•FY23 mobile service revenue growth aspiration ~5%-8%
BROADBAND
•Total market broadband connections forecasted to grow modestly at ~1%-1.5% CAGR over the next 3-years to 2025
(1)
•Our ambition is to maintain share in a competitive market through scaling data insight capability and precision marketing across
broadband portfolio and further roll out of 5G wireless broadband
•On track to achieve FY23 target of ~30% of broadband base on wireless
CLOUD, SECURITY
AND SERVICE
MANAGEMENT
•Public and private cloud markets are expected to continue growing
•Product and pricing refresh to improve market competitiveness and capitalise on hybrid-cloud opportunity
•Expecting higher than FY22 growth of ~2-5% in FY23, laying the foundations for a return to growth in line with market trends in
future years
FUTURE
MARKETS
•Building meaningful businesses in IoT and Health, helping customers to digitise, transform, improve experience and productivity
•Growth in IoT revenues driven by expansion of connected devices and related service revenue. Expect to grow to ~1.2m
connections by the end of FY23
•Continue to support the transformation of New Zealand’s health sector through tailored suite of IT and Managed Services
products and launch of Digital Health Platform (DHP) Kete Waiora. FY23 revenue growth aspiration of 10%-15%
(2)
•Continue to pursue strategic partnership opportunities in Sport to improve commercial returns
PAGE
19
Established and future market outlook
Delivering on three-year revenue and costs aspirationswith core capabilities supporting strong operational
performance and execution in established and future markets
(1)
Market share estimates sourced from IDC
(2)
Excluding procurement and telco revenues

SPARK
PAGE
20
•Investment in mobile core and Radio Access Network (RAN)
delivering greater network capacity and coverage
•Investment in IT systems in support of:
•Successful implementation of first phase of Spark ERP
system replacement;
•End of life IT infrastructure refresh; and
•Deep customer insight capability to unlock further data-
driven marketing opportunities
•Increase in ‘core, sustain and resiliency’ includes investment in
Optical Transport Network 2.0 (OTN) upgrade
•Continued investment in Converged Communication Network,
advancing exit strategy of legacy PSTN network
•Growth capex in FY22 equates to $56m supporting acceleration
of 5G roll-out with an additional $25m invested in FY22,
modernisation of Mayoral Drive exchange and the
commencement of data centre expansion at Takanini
•FY23 growth capex expected to be ~$50-$60m and is included in
FY23 capex guidance
FY22 capital investment
(1)
Excluding expenditure on mobile spectrum. Capital expenditure is a non-GAAP measure and is defined in Note 2.5 of Spark’s financial statements
(2)
Adjusted for the impact of cloud accounting policy change
Capital investment of $410m
(1)
in line with guidance and target envelope of ~10%-11% of revenue
Capital expenditure ($m)FY21
(2)
FY22
IT Systems117150
Mobile network106125
Core sustain and resiliency5553
Data centres131
Converged Communications Network (CCN)2722
Cloud2015
International cable construction and capacity purchases97
Other147
Capital expenditure excluding mobile spectrum349410
Total capital expenditure to operating revenue and other
gains
9.7%11.0%
Spectrum51-
Total capital expenditure and spectrum400410
Total Capital expenditure and spectrum to operating revenue
and other gains
11.1%11.0%
Maintenance capex354
Growth capex56

SPARK
PAGE
21
•Free cash flow of $296m down $137m YoY and lower
than aspiration of ~$420m-$460m
•Free cash flow negative impacts of $129m
predominately driven by:
•Advancedpurchases ofinventory and capital
to mitigate supply chain risk; and
•Timingof payables and receivableswhich has
subsequently unwound(primarily latereceipts
fromsome largewholesale customers, and
early payment of invoices due to ERP system
migration)
•Continued focus on working capital initiatives to
improve cashflow
•Remain confident in ability to generate sufficient free
cash flow to support a sustainable and growing
dividend
•FY23 Free cash flow aspiration of ~$460m-$500m
(1)
FY22 free cash flow
Free cash flow impacted by timing of payables and receivables and management of supply chain disruption
$129m supply chain and
temporary working
capital impacts
17
36
76
FY22 Free Cash Flow Summary ($m)
EBITDAI
Other Gains &
Impairments
Interest &
Tax
Leases
Working
Capital -
Inventory
Working
Capital -
Other
Free Cash
Flow
Cash
Capex
1,150
(1)
Free cash flow of ~$460m-$500m under new methodology refer slide 29 in appendix

SPARK
PAGE
22
•Reported net debt to EBITDAI ratio of 1.32x
(1)
consistent with
S&P A- credit rating
•Net debt position temporarily higher due to timing of
receivables and payables impacting free cash flow
•Business acquisitions includes investments in support of long-
term growth:
•Southern Cross NEXT;
•Full acquisition of Connect8;
•Rural connectivity via RCG; and
•Invested in IoT partner Adroit
•Issued a $100m, 6.5 year Sustainability-Linked Bond to
institutional investors in March
•Rising interest rates expected to have a modest impact on
financing costs with only ~35% of debt portfolio currently
subject to variable rates with one long-term debt maturity in
March 2023
•Committed to an investment grade credit rating with sufficient
headroom to execute strategy and invest for future growth as
outlined in Spark’s Capital ManagementFramework
Net debt
(1)
Spark’s internal capital management policy is to ensure that on a long-run basis reported net debt to EBITDAI does not exceed 1.4x; which Spark estimates is approximately equivalent to S&P’s 1.7x adjusted net debt to EBITDA threshold Spark’s
internal threshold of 1.4x excludes S&P’s adjustments in relation to IFRS16, and captive finance operations
Reported net debt up $219m, reflecting temporary working capital impacts and investments in long-term growth
1,303
1,522
449
66
4
(296)
(4)
800
900
1,000
1,100
1,200
1,300
1,400
1,500
1,600
Net debt as at
30 June 2021
Free cash flowDividends paidBusiness
acquisitions
and minority
investments
Proceeds from
asset and
business sales
Other
movements
Net debt as at
30 June 2022
Movement in net debt during FY22 ($m)

SPARK
PAGE
23
FY23 indicators of success
Strategic PillarFocus AreaMeasureTarget 30 June 2023
World class capability
Customer experienceConsumer and small business iNPS+6 point lift
Data driven insightsUplift in data driven marketing campaign conversion15%
(1)
Smart automated networks5G roll out40-50 locations
(2)
Growth mindsetseNPS+70
Grow established markets
WirelessMobile service revenue growth5-8%
BroadbandPercentage of broadband base on wireless~30%
CloudCloud, security and service management revenue growth2-5%
Accelerate future markets
Spark IoTNumber of connected IoT devices~1.2m connections
Spark HealthGrowth in Spark Health Revenues
10-15%
(3)
Lowest cost providerDeliver best costEBITDAI margin~31%
Build a sustainable future
Championing digital equitySkinny Jump connections+5k
Sustainable Spark
Reduction in scope 1 and 2 emissions year-on-year to hit SBTi emissions
reduction pathway
18.6% reduction
(1)
Spark consumer base
(2)
Contingent on NZ Government allocation of C-band spectrum
(3)
Excluding procurement and telco revenues

SPARK
PAGE
24
Guidance
(1)
FY22 ActualFY23 Guidance
EBITDAI$1,150m
$1,185-$1,225
(excludes any gain on sale for TowerCo transaction)
Capital expenditure
(2)
$410m~$410m
Dividend per share
Total 25.0cps
(100% imputed)
(3)
Total 27.0cps
(100% imputed)
(1)
Subject to no adverse change in operating outlook
(2)
Excluding expenditure on mobile spectrum
(3)
Given the anticipated receipt of proceeds from the sale of 70% of TowerCo, the Dividend Reinvestment Plan has been suspended forthe H2 FY22 dividend and for the foreseeable future

SPARK
Delivered strong financial returns and maximised shareholder value over last two years
PAGE
25
Now in final year of 2023 strategy
Core capabilities and high performance culture underpinning consistent delivery and
strategic execution
Strong momentum in future markets and new commercialisation opportunities
emerging from digital infrastructure and technology investments
A refreshed strategic plan for the next three years will be shared at an investor day
before the end of this financial year

SPARK
PAGE
26
Appendix

SPARK
PAGE
27
TSR
(1)
vs. International Peers
(2)
(1)
TSR calculated as share price and dividend per share (reinvested at the ex-dividend date). Three-year TSR over Spark’s FY20-FY22 period (1 July 2019 to 30 June 2022)
(2)
Peer group is not exhaustive but is a selected group of primarily integrated telco operators that are deemed the closest peers to Spark in terms of market exposure
Ranked #2 against international peers for three-year Total Shareholder Returns
14.7%
11.7%
11.6%
11.2%
7.9%
7.0%
5.8%
4.8%
1.7%
0.7%
(0.1%)
(0.6%)
(6.4%)
KT
Corporation
SparkDeutsche
Telekom
Telecom
Malaysia
BCESwisscomVodafone
Group
TelstraBT GroupVerizonAT&TOrangeSingTel
3-Year TSR CAGR

SPARK
~$900 million
PAGE
28
TowerCo transaction summary
•As announced in July, Spark has reached agreement to sell a 70%
stake in its TowerCo business to the Ontario Teachers’ Pension
Plan (OTPP)
•TowerCo will deliver better outcomes for customers and Aotearoa
through faster, more efficient deployment of digital infrastructure
•High-caliber investor with a long-term partnering focus and
significant experience managing a portfolio of infrastructure
investments globally
•Proceeds will maximise value for shareholders through direct
returns and by investing in future growth opportunities
•Spark will be the anchor tenant retaining a 30% stake –remaining
a key strategic partner as the business grows
•Spark continues to own all the ‘smarts’ of its network – such as
radio equipment and spectrum – which is what drives competitive
advantage and differentiation in the market
•Completion only conditional on Overseas Investment Office
approval and is anticipated to occur in the first half of FY23
$1.175 billion
33.8x
670 sites
15-year agreement
over 10 years – build commitment
FY23 pro-forma EBITDA multiple
Proceeds after transaction costs
to secure access to existing and new towers
Implied enterprise value
Creating significant shareholder value by enabling direct returns and investment in future growth

SPARK
PAGE
29
Defining free cash flow for Spark’s future dividend policy
The Capital Management Framework introduces a dividend policy to provide investors greater certainty on how the Board will consider dividends over the
long-run.
Dividend Policy: pay-out ratio of ~80%-100% of free cash flowon a long run basis,with annual guidance expressed on a cents per share basis.
Free cash flow has been redefined from FY23 to minimise the impact of short-term working capital volatility and to support incremental growth capital
expenditure.
FROM
Underlying free cash flow
PLUS:
Movements in working capital
EXCLUDES:
Spectrum;
Proceeds from asset sales; and
Payments of business acquisitions
TO
EBITDAI
LESS:
Other gains and impairments;
Interest;
Tax;
Lease costs; and
Maintenance capital expenditure
EXCLUDES:
Growth capital expenditure;
Spectrum; and
Movements in working capital
FREE CASH FLOW DEFINITION
FROMTO
FY22 ($)mFY22 ($)m
EBITDAI1,1501,150
Less:
Other gains and impairments2424
Interest4949
Tax160160
Lease costs112112
Capex433372
(1)
Net working capital movement76-
Free cash flow296433
(1)
Maintenance capital expenditure only. New methodology excludes growth capex of $56m and $5m growth capex prepayment
If this methodology had been applied in FY22 the impact would be as follows:

SPARK
PAGE
30
Indicative TowerCo financial summary
Following the completion of the TowerCo transaction, the anticipated impacts on Spark’s earnings are outlined below
EBITDAI impactsinclude:
Operating revenue:
•Reduction in co-location income
•FY23 impact offset by:
•Transitionary services charges to support establishment of TowerCo; and
•One-off reduction on make good provision for ground leases
Operating expenses:
•Reduced maintenance costs, offset by a portion of the lease charges that are
recognised within operating costs in accordance with IFRS16
EBTIDAI:
•TowerCo gain on sale is not included in this analysis, and is excluded from
FY23 EBITDAI guidance
Netearningsbefore tax impactsinclude:
Sale of TowerCo:
•TowerCo future net earnings will be accounted for in share of associates’ and
joint ventures’ net profits/(losses) below EBITDAI
•Reduction in depreciation and amortisationdue to sale of assets to TowerCo
•Reduction in depreciation and interest expense from assignment of ROU
assets and liabilities for ground leases
•Reduction in interest expense from cash received from TowerCo divestment
Creation of TowerCo lease obligation:
•Increase in interest expense and deprecation from new ROU asset and lease
liability reflecting access pricing from the lease arrangement with TowerCo
Financial impacts are subject to change up until divestment date and finalisation of gain on sale
These impacts have not been audited
Financial impacts do not include gain on sale or tax implications
Analysis based on divestment occurring in November 2022

Disclaimer
This announcement may include forward-looking statements regarding future events and the future financial performance of Spark New
Zealand. Such forward-looking statements are based on the beliefs of and assumptions made by management along with information
currently available at the time such statements were made.
These forward-looking statements may be identified by words such as ‘guidance’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’,
‘plan’, ‘may’, ‘could’, ‘ambition’, ‘aspiration’ and similar expressions. Any statements in this announcement that are not historical facts are
forward-looking statements. These forward-looking statements are not guarantees or predictions of future performance, and involve
known and unknown risks, uncertainties and other factors, many of which are beyond Spark New Zealand’s control, and which may
cause actual results to differ materially from those projected in the forward-looking statements contained in this announcement.
Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking
statements are discussed herein and also include Spark New Zealand's anticipated growth strategies, Spark New Zealand's future results
of operations and financial condition, economic conditions and the regulatory environment in New Zealand, competition in the markets
in which Spark New Zealand operates, risks related to the sharing arrangements with Chorus, any impacts or risks to Spark’s anticipated
growth strategies, future financial condition and operations, economic conditions or the regulatory environment in New Zealand arising
from or otherwise with Covid-19, other factors or trends affecting the telecommunications industry generally and Spark New Zealand’s
financial condition in particular and risks detailed in Spark New Zealand's filings with NZX and ASX. Except as required by law or the
listing rules of the stock exchanges on which Spark New Zealand is listed, Spark New Zealand undertakes no obligation to update any
forward-looking statements whether as a result of new information, future events or otherwise.