Meridian Energy Limited logo

Meridian Energy launches fixed rate retail bond offer

Debt Issuance10 June 2018MELUtilities

PG 1

Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial

Markets Conduct Regulations 2014


11 June 2018

Meridian Energy Limited ("

Meridian

") gives notice under clause 20(1)(a) of schedule 8 of the Financial Markets

Conduct Regulations 2014 ("

Regulations

") that it proposes to make an offer for the issue of fixed rate bonds due 27

June 2025 ("

New Bonds

") in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct

Act 2013 ("

FMCA

").

The main terms of the offer and the New Bonds are set out in the attached Terms Sheet. Except for the interest rate and

maturity date, the New Bonds will have identical rights, privileges, limitations and conditions as Meridian’s fixed rate

bonds maturing on 14 March 2023 which are quoted on the NZX Debt Market under the ticker code MEL030 and

Meridian’s fixed rate bonds maturing on 20 March 2024 which are quoted on the NZX Debt Market under the ticker

code MEL040 (together the “

Existing Bonds

”) and therefore are of the same class as the Existing Bonds for the

purposes of the FMCA and the Regulations. The Existing Bonds have been continuously quoted on the NZX Debt

Market over the preceding 3 months.

As at the date of this notice, Meridian is in compliance with:

(a) the continuous disclosure obligations that apply to it in relation to the Existing Bonds; and

(b) its financial reporting obligations (as defined in the Regulations).

As at the date of this notice, there is no excluded information required to be disclosed for the purposes of the

Regulations.

As at the date of this notice, there is no other information that would be required to be disclosed under a continuous

disclosure obligation or which would be excluded information required to be disclosed for the purposes of the

Regulations if the Existing Bonds had had the same redemption date or interest rate as the New Bonds being offered.

ENDS

Neal Barclay

Chief Executive

Meridian Energy Limited


For investor relations queries, please contact:

Owen Hackston

Investor Relations Manager

021 246 4772

For media queries, please contact:

Claire Shaw

Corporate Communications Manager

021 370 677

---

PG 1

Meridian Energy launches fixed rate retail bond offer

11 June 2018

Meridian Energy Limited (Meridian) announced today that it is offering up to NZ$150,000,000 unsecured,

unsubordinated fixed rate bonds (Bonds) to institutional and New Zealand retail investors, with the ability to accept up to

NZ$50,000,000 oversubscriptions at Meridian’s discretion.

Full details of the Bond offer are contained in the Terms Sheet, available through

www.meridianenergy.co.nz/investors


or by contacting the Joint Lead Managers, Co-Managers or an NZX Participant,

and must be obtained by investors before they decide to acquire any Bonds.

The Bonds are expected to be quoted on the NZX Debt Market and have a long term credit rating of BBB+


from S&P

Global Ratings.

The Bonds have a maturity date of 27 June 2025 and the indicative margin for the Bonds is 1.30 to 1.40 percent per

annum, subject to a minimum interest rate of 4.20 percent per annum. The margin and interest rate will be set following

a bookbuild process on 15 June 2018 and will be announced by Meridian via NZX shortly thereafter.

The offer will close on 15 June 2018 following the bookbuild process, with the Bonds expected to be issued on 27 June

2018.

There is no public pool for the Bonds, which will be reserved for the clients of ANZ Bank New Zealand Limited,

Westpac Banking Corporation (acting through its New Zealand branch), Deutsche Craigs Limited, Forsyth Barr Limited

and NZX participants.

Joint Lead Manager


Joint Lead Manager







Phone:

0800 269 476


Phone:

0800 942 822


Co-Manager


Co-Manager



Phone:

0800 226 263


Phone:

0800 367 227


ENDS

Neal Barclay

Chief Executive Officer

Meridian Energy Limited



For investor relations queries, please contact:

Owen Hackston

Investor Relations Manager

021 246 4772

For media queries, please contact:

Claire Shaw

Corporate Communications Manager

021 370 677

---

JOINT LEAD MANAGER
CO-MANAGERCO-MANAGER

JOINT LEAD MANAGER

Indicative terms sheet

fixed rate bonds

MATURING 27 JUNE 2025

11 JUNE 2018

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet

Indicative Terms Sheet

11 JUNE 2018

This Terms Sheet sets out the key

terms of the offer (“Offer”) by Meridian

Energy Limited (“Meridian”) of up to

$150,000,000 (with the ability to accept

oversubscriptions of up to $50,000,000

at Meridian's discretion) fixed rate

bonds maturing on 27 June 2025

(“2025 Bonds”) under its master trust

deed dated 1 December 2008 (as

amended from time to time) (“Trust

Deed”) as modified and supplemented

by the supplemental trust deed dated

11 June 2018 (together, “Trust

Documents”) entered into between

Meridian and Trustees Executors

Limited (“Supervisor”). Unless the

context otherwise requires, capitalised

terms used in this Terms Sheet have

the same meaning given to them in the

Trust Documents.

Important Notice

The offer of debt securities by Meridian

is made in reliance upon the exclusion

in clause 19 of schedule 1 of the

Financial Markets Conduct Act 2013

(“FMCA”).

The offer contained in this Terms Sheet

is an offer of bonds that have identical

rights, privileges, limitations and

conditions (except for the interest rate

and maturity date) as:

• Meridian’s bonds maturing on 14

March 2023, which have a fixed

interest rate of 4.53% per annum

and are currently quoted on the NZX

Debt Market under the ticker code

MEL030; and

• Meridian’s bonds maturing on 20

March 2024, which have a fixed

interest rate of 4.88% per annum

and are currently quoted on the

NZX Debt Market under the ticker

code MEL040,

(together the “Existing Bonds”).

Accordingly, the 2025 Bonds are the

same class as the Existing Bonds for

the purposes of the FMCA and the

Financial Markets Conduct Regulations

2014.

Meridian is subject to a disclosure

obligation that requires it to notify

certain material information to NZX

Limited (“NZX”) for the purpose of that

information being made available to

participants in the market and that

information can be found by visiting

www.nzx.com/companies/MEL.

The Existing Bonds are the only debt

securities of Meridian that are

currently quoted and in the same class

as the 2025 Bonds.

Investors should look to the market

price of the Existing Bonds referred to

above to find out how the market

assesses the returns and risk premium

for those bonds.

Contact details

ISSUER

Meridian Energy Limited

33 Customhouse Quay

Wellington Central

Wellington, 6011

REGISTRAR

Computershare Investor

Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland, 1142

ORGANISING PARTICIPANT

AND JOINT LEAD MANAGER

Westpac Banking

Corporation

(ABN 33 007 457 141)

(acting through its

New Zealand branch)

Westpac on Takutai Square

Level 8, 16 Takutai Square

Auckland, 1010

JOINT LEAD MANAGER

ANZ Bank New Zealand

Limited

Level 10, ANZ Centre

171 Featherston Street

Wellington, 6011

CO-MANAGERS

Deutsche Craigs Limited

Level 36, Vero Centre

48 Shortland Street

Auckland, 1010

Forsyth Barr Limited

Level 9, Forsyth Barr House

The Octagon

Dunedin, 9054

SUPERVISOR

Trustees Executors Limited

Level 7, 51 Shortland Street

PO Box 4197

Shortland Street

Auckland, 1140

LEGAL ADVISERS TO MERIDIAN

Russell McVeagh

Level 24, 157 Lambton Quay

Wellington, 6143

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet

KEY TERMS OF THE 2025 BONDS

IssuerMeridian Energy Limited

DescriptionThe 2025 Bonds are unsecured, unsubordinated, fixed rate interest bearing debt obligations

of Meridian.

GuaranteeThe 2025 Bonds are guaranteed by various subsidiaries of Meridian that are from time to time

Guaranteeing Group Members, as detailed below under “Financial covenants”.

PurposeMeridian will use the net proceeds of the Offer for general corporate purposes, including the

partial re-finance of Meridian’s bank bridge facility used for the recent acquisition of hydro

assets in Australia.

Credit RatingsIssuer Credit RatingIssue Credit Rating

S&P Global Ratings BBB+ BBB+

A rating is not a recommendation by any rating organisation to buy, sell or hold the 2025

Bonds. The above credit ratings are current as at the date of this Terms Sheet and may be

subject to suspension, revision or withdrawal at any time by S&P Global Ratings.

Issue AmountMeridian is offering up to $150,000,000 of 2025 Bonds with the ability to accept

oversubscriptions of up to $50,000,000 at Meridian’s discretion. The offer is not

underwritten.

Opening DateMonday 11 June 2018

Closing DateBids due by 2pm, Friday 15 June 2018

Rate Set DateFriday 15 June 2018

Issue Date and Allotment DateWednesday 27 June 2018

Maturity DateFriday 27 June 2025

Interest RateThe Interest Rate will be the sum of the Issue Margin and the Base Rate, but in any case will be

no less than the minimum Interest Rate of 4.20% per annum.

The Interest Rate will be announced by Meridian via NZX on or shortly after the Rate Set Date.

Indicative Issue MarginThe indicative range of the Issue Margin is 1.30 – 1.40% per annum.

Issue MarginThe Issue Margin will be determined by Meridian in consultation with the Joint Lead Managers

following completion of the book-build process and announced via NZX on or shortly after the

Rate Set Date.

Base RateThe mid-market rate for an interest rate swap of a term matching the period from the Issue

Date to the Maturity Date as calculated by the Joint Lead Managers in consultation with

Meridian, according to market convention, with reference to Reuters page ICAPKIWISWAP1 (or

any successor page) on the Rate Set Date and rounded to 2 decimal places, if necessary, with

0.005 being rounded up.

Interest PaymentsInterest will be payable semi-annually in arrear in equal amounts on 27 June and

27 December of each year up to and including the Maturity Date. The First Interest Payment

Date will be 27 December 2018.

If an Interest Payment Date is not a Business Day, the due date for the payment to be made

on that date will be the next following Business Day and no adjustment will be made to the

amount payable as a result of the delay in payment.

Record Date5.00pm on the tenth calendar day before the due date for that payment or, if that day is not a

Business Day, the preceding Business Day or such other date as is advised by the Registrar to

Holders from time to time.

Issue Price$1.00 per 2025 Bond

Minimum ApplicationThe minimum application is $5,000, with multiples of $1,000 thereafter.

RegistrarComputershare Investor Services Limited

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet

Early repaymentThe Holders of the 2025 Bonds have no right to require Meridian to redeem the 2025 Bonds

early except through the Supervisor in the case of an Event of Default (as set out in the Trust

Documents). If the 2025 Bonds are repaid early following an Event of Default, interest will be

payable up to (but excluding) the date of repayment.

Meridian does not have the right to redeem the 2025 Bonds early.

Further indebtednessMeridian may, without the consent of the Holders of the 2025 Bonds, issue additional

securities or other debt obligations on such other terms and conditions as Meridian may think

fit.

Financial covenantsThe Trust Documents contain the following financial covenants:

(a) the ratio of EBITDA of Meridian and all of its subsidiaries and associates (the "Group") to

Interest and Financing Costs of the Group must not be less than 2.5 to 1.0 (tested semi-

annually by reference to any two of the three previous 12 month periods);

(b) at all times Debt will not be more than 55% of the Debt plus Equity;

(c) at all times Equity will not be less than $1,250,000,000; and

(d) at all times the Total Tangible Assets of the Guaranteeing Group will not be less than 80% of

Total Tangible Assets of the Group.

As at the date of this Terms Sheet, the Guaranteeing Group Members are Meridian Energy Limited,

Three River Holdings No. 1 Limited, Three River Holdings No. 2 Limited, Meridian Wind Monaro

Range Holdings Pty Limited, Meridian Wind Monaro Range Pty Limited, Meridian Australia

Holdings Pty Ltd, Meridian Wind Australia Holdings Pty Ltd, Meridian Energy Markets Pty Ltd, Mt

Mercer Windfarm Pty Ltd, Meridian Energy Australia Pty Limited, Meridian Finco Pty Limited and

Mt Millar Wind Farm Pty Ltd.

Negative pledgeThe Trust Deed contains a negative pledge which provides that no Guaranteeing Group

Member will create or permit to arise or subsist any Security Interest over its assets except

under certain limited exceptions set out in the Trust Deed.

How to applyAll of the 2025 Bonds, including oversubscriptions, are reserved for clients of the Joint Lead

Managers, the Co-Managers, institutional investors and other primary market participants invited

to participate in the book-build. There will be no public pool for the offer. Accordingly, retail

investors should contact a Joint Lead Manager, a Co-Manager, their financial adviser or any primary

market participant for details on how they may acquire 2025 Bonds. You can find a primary market

participant by visiting www.nzx.com/investing/find_a_participant.

In respect of oversubscriptions or generally, any allotment of 2025 Bonds will be at Meridian's

discretion, in consultation with the Joint Lead Managers. Meridian reserves the right to refuse all

or any part of an application without giving any reason.

Each investor's financial adviser will be able to advise them as to what arrangements will need to

be put in place for the investors to trade the 2025 Bonds including obtaining a common

shareholder number (CSN), an authorisation code (FIN) and opening an account with a primary

market participant as well as the costs and timeframes for putting such arrangements in place.

ISINNZMELDT042C4

TransfersHolders are entitled to sell or transfer their 2025 Bonds at any time subject to the terms of the

Trust Documents and applicable securities laws and regulations. Meridian may decline to register

a transfer of 2025 Bonds for the reasons set out in the Trust Documents.

The minimum amount of 2025 Bonds a Holder can transfer is $1,000, and integral multiples of

$1,000 thereafter. No transfer of 2025 Bonds or any part of a Holder’s interest in a 2025 Bond will

be registered if the transfer would result in the transferor or the transferee holding or continuing

to hold 2025 Bonds with an aggregate principal amount of less than the minimum holding of

$5,000 (other than zero).

NZX has approved these transfer restrictions in accordance with NZX Debt Market Listing Rule

11.1.5 on the condition that Meridian will only allot the 2025 Bonds in multiples of $1,000.

Repo-eligibilityMeridian intends to apply to the Reserve Bank of New Zealand for the 2025 Bonds to be

included as eligible securities for domestic market operations.

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet

NZX quotationMeridian will take any necessary steps to ensure that the 2025 Bonds are, immediately after

issue, quoted. Application has been made to NZX for permission to quote the 2025 Bonds on

the NZX Debt Market and all the requirements of NZX relating thereto that can be complied

with on or before the distribution of this Terms Sheet have been duly complied with. However,

NZX accepts no responsibility for any statement in this Terms Sheet. NZX is a licensed market

operator and the NZX Debt Market is a licensed market under the FMCA.

NZX Debt Market Ticker CodeMEL050

Expected Date of Initial Quotation

on the NZX Debt Market

Thursday 28 June 2018

Selling restrictionsThe selling restrictions set out in the schedule to this terms sheet apply.

Organising ParticipantWestpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)

Joint Lead ManagersANZ Bank New Zealand Limited

Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)

Co-ManagersDeutsche Craigs Limited

Forsyth Barr Limited

SupervisorTrustees Executors Limited

Governing LawNew Zealand

NZX WaiversNZX has granted Meridian a waiver in respect of the 2025 Bonds from NZX Debt Market

Listing Rule 5.2.3 (as modified by NZX's ruling on NZX Debt Market Listing Rule 5.2.3 issued

on 29 September 2015) to enable Meridian to apply for quotation on the NZX Debt Market

even though the 2025 Bonds may not initially be held by at least 100 members of the public

holding at least 25% of the 2025 Bonds issued. The waiver has been granted for a period of six

months from the quotation date of the 2025 Bonds. The effect of the waiver from NZX Debt

Market Listing Rule 5.2.3 is that initially the 2025 Bonds may not be widely held and there may

be reduced liquidity in the 2025 Bonds. To the extent that there is a material reduction in the

spread of the 2025 Bonds, Meridian will notify NZX accordingly.

NZX has also granted Meridian a waiver from NZX Debt Market Listing Rule 7.11.1 to allow

allotment of the Bonds to occur within eight business days after the Closing Date.

The dates set out in this Terms Sheet are indicative only and are subject to change. Meridian has the right in its absolute discretion and without notice

to close the Offer early, to accept late applications, to extend the Closing Date or to choose not to proceed with the Offer. If the Closing Date is

extended, subsequent dates may be extended accordingly.

Copies of the Trust Documents are available at Meridian's website at www.meridianenergy.co.nz/investors.

Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the content of any such

internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.

Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should consult your tax adviser

in relation to your specific circumstances. Investors will also be personally responsible for ensuring compliance with relevant laws and regulations

applicable to them (including any required registrations).

For further information regarding Meridian, visit www.nzx.com/companies/MEL.

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet

Schedule – selling restrictions

Part A – initial selling restrictions

The Bonds may only be offered in New Zealand

in conformity with all applicable laws and

regulations in New Zealand. In respect of the

initial offer of Bonds by Meridian under this

Terms Sheet (Initial Offer), no Bonds may be

offered in any other country or jurisdiction

except in conformity with all applicable laws

and regulations of that country or jurisdiction

and the selling restrictions set out below in this

Part A. This Terms Sheet may not be published,

delivered or distributed in or from any country

or jurisdiction except under circumstances

which will result in compliance with all

applicable laws and regulations in that country

or jurisdiction and the selling restrictions set

out below in this Part A. For the avoidance of

doubt, the selling restrictions set out below in

this Part A apply only in respect of the Initial

Offer.

No action has been or will be taken by

Meridian which would permit an offer of Bonds

to the public, or possession or distribution of

any offering material, in any country or

jurisdiction where action for that purpose is

required (other than New Zealand).

By purchasing the Bonds, each Holder agrees

to indemnify Meridian in respect of any loss,

cost, liability or expense sustained or incurred

by Meridian as a result of the breach by the

Holder of the selling restrictions.

Relevant Member States of the European

Economic Area

Each Joint Lead Manager and Co-Manager has

represented and agreed that it has not offered,

sold or otherwise made available and will not

offer, sell or otherwise make available any

Bonds which are the subject of the offering

contemplated by this Terms Sheet to any retail

investor in the European Economic Area. For

the purposes of this provision:

(a) the expression retail investor means a

person who is one (or more) of the

following:

(i) a retail client as defined in point (11) of

Article 4(1) of Directive 2014/65/EU (as

amended, MiFID II); or

(ii) a customer within the meaning of

Directive 2002/92/EC (as amended,

the Insurance Mediation Directive),

where that customer would not

qualify as a professional client as

defined in point (10) of Article 4(1) of

MiFID II; or

(iii) not a qualified investor as defined in

the Prospectus Directive; and

(b) the expression an offer includes the

communication in any form and by any

means of sufficient information on the

terms of the offer and the Bonds to be

offered so as to enable an investor to

decide to purchase or subscribe the

Bonds.

In relation to each Member State of the

European Economic Area which has

implemented the Prospectus Directive (each, a

Relevant Member State), each Joint Lead

Manager and Co-Manager has represented

and agreed that with effect from and including

the date on which the Prospectus Directive is

implemented in that Relevant Member State

(the Relevant Implementation Date) it has

not made and will not make an offer of Bonds

which are the subject of the offering

contemplated by this Terms Sheet to the public

in that Relevant Member State except that it

may, with effect from and including the

Relevant Implementation Date, make an offer

of such Bonds to the public in that Relevant

Member State:

(a) at any time to any legal entity which is a

qualified investor as defined in the

Prospectus Directive;

(b) at any time to fewer than 150 natural or

legal persons (other than qualified

investors as defined in the Prospectus

Directive) subject to obtaining the prior

consent of the relevant Joint Lead Manager

or Co-Manager nominated by Meridian for

any such offer; or

(c) at any time in any other circumstances

falling within Article 3(2) of the Prospectus

Directive,

provided that no such offer of Bonds referred

to in (a) to (c) above shall require Meridian or

any Joint Lead Manager or Co-Manager to

publish a prospectus pursuant to Article 3 of

the Prospectus Directive, or Supplement a

prospectus pursuant to Article 16 of the

Prospectus Directive.

United Kingdom

No communication, invitation or inducement

to engage in investment activity (within the

meaning of section 21 of the Financial Services

and Markets Act 2000 (FSMA)) has been or

may be made or caused to be made or will be

made in connection with the issue or sale of

the Bonds in circumstances in which section

21(1) of the FSMA applies to Meridian.

All applicable provisions of the FSMA with

respect to anything done in relation to the

Bonds in, from or otherwise involving the

United Kingdom must be complied with.

Japan

The Bonds have not been, and will not be

registered, under the Financial Instruments

and Exchange Act of Japan (Act No. 25 of 1948,

as amended) (the FIEA). The Bonds have not

been offered or sold and will not be offered or

sold, directly or indirectly, in Japan or to or for

the account or benefit of any resident of Japan

(which term as used herein means any person

resident in Japan, including any corporation or

other entity incorporated or organized under

the laws of Japan), or to, or for the account or

benefit of, others for reoffering or resale,

directly or indirectly, in Japan or to, or for the

account or benefit of, any resident of Japan,

except (i) pursuant to an exemption from the

registration requirements of, and otherwise in

compliance with, the FIEA and (ii) in compliance

with any other applicable requirements of

Japanese law, regulations and ministerial

guidelines.

Singapore

This Terms Sheet has not been registered as a

prospectus with the Monetary Authority of

Singapore. Accordingly, this Terms Sheet and

any other document or material in connection

with the offer or sale, or invitation for

subscription or purchase, of the Bonds may

not be circulated or distributed, nor may the

Bonds be offered or sold, or be made the

subject of an invitation for subscription or

purchase, whether directly or indirectly, to any

BETTER ENERGY FUTURE
6

MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet

person in Singapore other than (a) to an

institutional investor (as defined in Section 4A

of the Securities and Futures Act (Chapter 289

of Singapore) (SFA) pursuant to Section 274 of

the SFA, (b) to a relevant person (as defined in

Section 275(2) of the SFA) pursuant to Section

275(1) of the SFA, or any person pursuant to

Section 275(1A) of the SFA, and in accordance

with the conditions specified in Section 275 of

the SFA or (c) otherwise pursuant to, and in

accordance with the conditions of, any other

applicable provision of the SFA.

Where the Bonds are subscribed or purchased

in reliance on an exemption under Section 274

or Section 275 of the SFA, the Bonds shall not

be sold within the period of six months from

the date of the initial acquisition of the Bonds,

except (i) to an institutional investor (as defined

in Section 4A of the SFA), (ii) to a relevant

person (as defined in Section 275(2) of the SFA),

or (iii) to any person pursuant to an offer

referred to in Section 275(1A) of the SFA, unless

expressly specified otherwise in Section 276(7)

of the SFA or Regulation 32 of the Securities

and Futures (Offers of Investments) (Shares

and Debentures) Regulations 2005 of

Singapore (SFR).

Where the Bonds are subscribed or purchased

under Section 275 of the SFA by a relevant

person which is:

(a) a corporation (which is not an accredited

investor (as defined in Section 4A of the

SFA)) the sole business of which is to hold

investments and the entire share capital of

which is owned by one or more individuals,

each of whom is an accredited investor; or

(b) a trust (where the trustee is not an

accredited investor) whose sole purpose is

to hold investments and each beneficiary

of the trust is an individual who is an

accredited investor,

securities (as defined in Section 239(1) of the

SFA) of that corporation or the beneficiaries’

rights and interest (howsoever described) in

that trust shall not be transferred within six

months after that corporation or that trust has

acquired the Bonds pursuant to an offer made

under Section 275 of the SFA except:

(1) to an institutional investor or to a

relevant person (defined in Section

275(2) of the SFA);

(2) (in the case of a corporation) where

the transfer arises from an offer

referred to in Section 276(3)(i)(B) of

the SFA or (in the case of a trust)

where the transfer arises from an

offer referred to in Section 276(4)(i)(B)

of the SFA;

(3) where no consideration is or will be

given for the transfer;

(4) where the transfer is by operation of

law;

(5) as specified in Section 276(7) of the

SFA; or

(6) as specified in Regulation 32 of the

SFR.

Hong Kong

This Terms Sheet has not been and will not be

registered with the Registrar of Companies in

the Hong Kong Special Administrative Region

of the People’s Republic of China (Hong Kong).

No Bonds have been offered or sold or will be

or may be offered or sold in Hong Kong, by

means of any document other than (a) to

professional investors as defined in the

Securities and Futures Ordinance (Cap. 571) of

Hong Kong (SFO) and any rules made under

the SFO; or (b) in other circumstances which do

not result in the document being a prospectus

as defined in the Companies (Winding Up and

Miscellaneous Provisions) Ordinance (Cap. 32)

of Hong Kong (C(WUMP)O) or which do not

constitute an offer to the public within the

meaning of the C(WUMP)O.

No advertisement, invitation or document

relating to the Bonds may be issued or in the

possession of any person or will be issued or

be in the possession of any person in each case

for the purpose of issue, whether in Hong Kong

or elsewhere, which is directed at, or the

contents of which are likely to be accessed or

read by, the public of Hong Kong (except if

permitted to do so under the securities laws of

Hong Kong) other than with respect to the

Bonds which are or are intended to be

disposed of only to persons outside Hong Kong

or only to professional investors as defined in

the SFO and any rules made under the SFO.

Australia

No prospectus or other disclosure document

(as defined in the Corporations Act 2001 of

Australia (Corporations Act)) in relation to the

Bonds has been, or will be, lodged with, or

registered by, the Australian Securities and

Investments Commission (ASIC) or any other

regulatory authority in Australia. No person

may:

(a) make or invite (directly or indirectly) an

offer of the Bonds for issue, sale or

purchase in, to or from Australia (including

an offer or invitation which is received by a

person in Australia); and

(b) distribute or publish, any Terms Sheet,

information memorandum, prospectus or

any other offering material or

advertisement relating to the Bonds in

Australia,

unless:

(i) the aggregate consideration payable

by each offeree or invitee is at least

A$500,000 (or its equivalent in an

alternative currency and, in either

case, disregarding moneys lent by the

offeror or its associates) or the offer

or invitation otherwise does not

require disclosure to investors in

accordance with Part 6D.2 or Part 7.9

of the Corporations Act;

(ii) the offer or invitation is not made to a

person who is a “retail client” within

the meaning of section 761G of the

Corporations Act;

(iii) the offer, invitation or distribution

complied with the conditions of the

Australian financial services license of

the person making the offer, invitation

or distribution or an applicable

exemption from the requirement to

hold such license;

(iv) such action complies with all

applicable laws, regulations and

directives; and

(v) such action does not require any

document to be lodged with ASIC or

any other regulatory authority in

Australia.

By applying for the Bonds under this Terms

Sheet, each person to whom the Bonds are

issued (an Investor):

(a) will be deemed by Meridian and each of

the Joint Lead Managers and the

Co-Managers to have acknowledged that if

any Investor on-sells the Bonds within 12

months from their issue, the Investor will

be required to lodge a prospectus or other

disclosure document (as defined in the

Corporations Act) with ASIC unless either:

(i) that sale is to an investor within one

of the categories set out in sections

708(8) or 708(11) of the Corporations

Act to whom it is lawful to offer the

BETTER ENERGY FUTURE
7

MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet

Bonds in Australia without a

prospectus or other disclosure

document lodged with ASIC; or

(ii) the sale offer is received outside

Australia; and

(b) will be deemed by Meridian and each of

the Joint Lead Managers and the

Co-Managers to have undertaken not to

sell those Bonds in any circumstances

other than those described in paragraphs

(a)(i) and (a)(ii) above for 12 months after

the date of issue of such Bonds.

This Terms Sheet is not, and under no

circumstances is to be construed as, an

advertisement or public offering of any Bonds

in Australia.

Switzerland

The Bonds may not be publicly offered in

Switzerland and will not be listed on the SIX

Swiss Exchange Ltd. (SIX Swiss Exchange) or

on any other stock exchange or regulated

trading facility in Switzerland. This Terms Sheet

does not constitute a prospectus within the

meaning of, and has been prepared without

regard to the disclosure standards for issue

prospectuses under art. 652a or art. 1156 of

the Swiss Code of Obligations or the disclosure

standards for listing prospectuses under art.

27 ff. of the SIX Swiss Exchange Listing Rules or

the listing rules of any other stock exchange or

regulated trading facility in Switzerland.

Neither this Terms Sheet nor any other offering

or marketing material relating to the Bonds or

the offering may be publicly distributed or

otherwise made publicly available in

Switzerland.

Neither this Terms Sheet nor any other offering

or marketing material relating to the offering,

Meridian or the Bonds have been or will be

filed with or approved by any Swiss regulatory

authority. In particular, this Terms Sheet will

not be filed with, and the offer of Bonds will

not be supervised by, the Swiss Financial

Market Supervisory Authority, and the offer of

Bonds has not been and will not be authorised

under the Swiss Federal Act on Collective

Investment Schemes (CISA). The investor

protection afforded to acquirers of interests in

collective investment schemes under the CISA

does not extend to acquirers of Bonds.

Part B – general selling restrictions

The Bonds may only be offered for sale or sold

in New Zealand in conformity with all

applicable laws and regulations in New

Zealand. No Bonds may be offered for sale or

sold in any other country or jurisdiction except

in conformity with all applicable laws and

regulations of that country or jurisdiction. No

offering document or other offering material in

respect of the Bonds may be published,

delivered or distributed in or from any country

or jurisdiction except under circumstances

which will result in compliance with all

applicable laws and regulations in that country

or jurisdiction. No action has been or will be

taken by Meridian which would permit an offer

of Bonds to the public, or possession or

distribution of any offering material, in any

country or jurisdiction where action for that

purpose is required (other than New Zealand).

By purchasing the Bonds, each Holder is

deemed to have indemnified Meridian in

respect of any loss, cost, liability or expense

sustained or incurred by Meridian as a result of

the breach by the Holder of the selling

restrictions contained in the above paragraph.

---

MERIDIAN
ENERGY.

Joint Lead Manager

Joint Lead Manager

Co-Manager

Co-Manager

RETAIL BOND OFFER PRESENTATION JUNE 2018.

2
Important notice.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

The offer of debt securities by Meridian Energy Limited (Meridian or the Issuer) is made in reliance upon the exclusion in clause 19 of schedule 1

of the Financial Markets Conduct Act 2013 (FMCA).

The offer of Meridian’s fixed rate bonds, maturing on 27 June 2025 (“2025 Bonds”), is an offer of unsecured, unsubordinated, fixed rate, interest

bearing bonds that have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as Meridian’s

$150,000,000 bonds maturing on 14 March 2023 and $150,000,000 bonds maturing on 20 March 2024 (together the “Existing Bonds”)which are

currently quoted on the NZX Debt Market under the ticker code MEL030 and MEL040 respectively. The 2025 Bonds are of the same class as the

Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014.

The Issuer is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX)for the purpose of that

information being made available to participants in the market and that information can be found by visiting www.nzx.com/companies/MEL.

The Existing Bonds are the only debt securities of Meridian’s that are currently quoted and of the same class as the 2025 Bonds.

Investors should look to the market price of the Existing Bonds (MEL030 and MEL040) (which have a fixed interest rate of 4.53% and 4.88% per

annum respectively) to find out how the market assesses the returns and risk premium for those bonds.

This document does not constitute a recommendation by the Issuer, ANZ Bank New Zealand Limited and Westpac Banking Corporation

(together “Joint Lead Managers”), Deutsche CraigsLimited and Forsyth Barr Limited (together “Co-Managers”), Trustees Executors Limited

(Supervisor), nor any of their respective directors, officers, employees, affiliates or agents to subscribe for, or purchase,any of the 2025 Bonds.

This document is for preliminary information purposes only and is not an offer to sell or the solicitation of an offer to purchase or subscribe for

the 2025 Bonds and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. The

information in this document is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of

preparation, but its accuracy, correctness and completeness cannot be guaranteed.

A terms sheet (Terms Sheet) has been prepared by the Issuer in respect of the offer of the 2025 Bonds, which sets out how 2025 Bonds may be

applied for.

Application has been made to NZX for permission to quote the 2025 Bonds on the NZX Debt Market and all the requirements of NZX relating

thereto that can be complied with on or before the distribution of the Terms Sheet have been duly complied with. However, NZXaccepts no

responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the

FMCA.

3
Agenda.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

About Meridian

•The business

•Generation assets

•Financial highlights

•The NZ industry

•Political scene

•Current strategic focus

•Growth opportunities

•Risk management

•Key financial metrics

•Funding

•Credit rating

The offer

•Key terms, dates and process

Investment highlights

24%
15%

19%

7%

35%

FY2017 RETAIL SALES EXCL TIWAI

Residential

Small/medium

business

Agricultural

Corporate/large

business

Industrial

4

Meridian.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Over $7bn total market capitalisation, listed in

2013, and 51% Government owned

•Generation solely from renewable sources

•The biggest of five vertically integrated retailer

generators in the NZ market

•288,500 NZ customers with Meridian and

Powershop

•Further 102,000 Powershop customers in

Australia

•25,000 UK customers through Powershop

franchise with npower

•Diversified NZ customer sales, weighted

towards business, commercial and agricultural

•40% of generation covered by Tiwai Point

contract (price guarantee, not supply)

•Typically hold a long generation position to

manage variable hydro inflows

13,148

13,332

13,707

13,315

10,765

10,978

10,993

10,738

FY2014FY2015FY2016FY2017

GWh

GENERATION AND CONTRACTED SALES

Physical generationContracted sales

82%

82%

80%

81%

Source: Meridian

Source: Meridian

5
Meridian.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

New Zealand’s largest generator, with all

production from purely renewable sources

•Seven big hydro stations –flexible plant with

the country’s largest storage

•Typically hold a long generation position to

manage variable hydro inflows

•With low operating costs and capital needs

•Five NZ wind farms, two in Australia

•Proven success operating in high wind

environments

•Backed with more than a decade of

construction and operational experience

•Recent acquisition of Green State Power assets

adding an additional ~300GWh p.a. of

renewable generation in Australia

6
Financial highlights.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Five successive years of earnings and operating cash flow growth

$477M

$584M

$585M

$618M

$650M

$653M

201220132014201520162017

Financial Year ended 30 June

EBITDAF

1

1. Earnings before interest, tax, depreciation, amortisation, changes in fair value of

hedges and other significant items

Source: Meridian

Source: Meridian

Improvement from:

•Earnings growth

Improvement from:

•Lift in NZ retail profitability

•Customer growth in Australia

•Commissioning of new wind farms

•Operating cost discipline

$322M

$416M

$433M

$440M

$452M

$470M

201220132014201520162017

Financial Year ended 30 June

OPERATING CASH FLOW

Source: Meridian

7
Earnings.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

•$25M (7%) decrease in EBITDAF from:

Business specific changes

•Higher business sales

•Higher corporate sales, lower average price

from timing of a large customer signing

•Some cost expansion to support this

customer growth

•Some transmission cost relief

•Tiwai price increase from 1 January 2017

•Growth in Australian and UK earnings

Market and environmental impacts

•1,100 GWh less physical generation leading

to more acquired generation

•Higher market prices on derivative, physical

and acquired generation sales

•Higher irrigation sales

•Higher market costs to purchase customer

load

268

324

332

354

329

317

294

318

299

585

618

650

653

20142015201620172018

$M

Financial Year ended 30 June

EBITDAF

InterimFinal half-year

Source: Meridian

FY18 Interim Result

8
The New Zealand industry.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

5 main

generators

(all listed)

retail

wholesale

1 transmission

grid owner

(state owned)

1 large industrial

user

(Rio

Tinto/Sumitomo

owned)

Source: Electricity Authority, Meridian

29 distribution

businesses

(various

ownership)

35 retail

companies

(5 major

retailers)

2 million

consumers

(41TWh pa)

-0.6%
-0.8%

-1.5%

+1.2%

+1.8%

-1.4%

+1.1%

2011201220132014201520162017

Calendar Year ended 31 December

ANNUAL DEMAND CHANGE SINCE 2010

9

NZ demand.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Little demand growth in the last 7 years

•+Economic growth

•+Positive net migration

•-Industrial and manufacturing closure

•-Warmer than average temperatures

•-Growing impact of technology and

efficiency gains

•+/-Variable irrigation load depending on

rainfall

Future demand is expected

•Likely to be modest, estimated between

0.5% and 1% pa on average

•New generation capacity will be needed,

probably after 2020

Source: Electricity Authority

10
New Zealand political

scene.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Positive government policy development

•Conversion of the government car fleet to

electric by 2025/26 is positive

•Establishment of an independent Climate

Change Commission

•Target of 100% renewable generation by 2035

•Winter energy payment support to

superannuitants and beneficiaries

Electricity price review

•Terms of reference finalised and review panel

appointed

•Looking at all aspects of the sector;

technological changes, environmental factors,

whether pricing mechanisms are efficient

enough, whether consumers are paying fair

prices and whether costs are spread equitably

across all consumers

11
Australian political

scene.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

National energy guarantee

•State support is mixed

•Further analysis on multiple fronts

•Deadline for final agreement is mid 2018

ACCC report

•Preliminary report has concerns about national

electricity market operation and affordability

•Final report with reform recommendations in

June 2018

Thwaites review (Victoria)

•Victorian government is still considering the

review panel’s final report

•Appears broad support for the nine

recommendations which do not advocate re-

regulation and these may be advanced first

12
Strategic focus.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Champion benefits of

competitive markets,

through

•Competing vigorously

•Leadership in sustainability

in NZ and Australia

•Supporting wholesale

liquidity

Grow NZ retail, through

•Simpler systems

•Reduced cost

•Faster adaptation

•Relentless focus on customer

experience

Grow overseas earnings,

through

•Expansion of challenger

brand

•Strengthening our vertically

integrated position

•Flux client success

Clean energy for a fairer & healthier world.

Support retail growth & protect

our generation legacy, through

•Demonstrating the contribution

of hydro to the 100% renewable

aspiration

•Maintaining a best in class

generation portfolio (safety,

efficiency & cost)

•Best placed renewable energy

pipeline

13
MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Sustainability

is what we do

GENERATION

RETAIL

MARKETS

GROWTH

STRATEGY

Financial

Assets and technology

People and expertise

Relationships and

reputation

Natural resources

RESOURCES

Sustainable shareholder

returns

Top notch generation assets

Engaged employees

Strong brand and customer

loyalty

Social licence to operate

Access to ‘fuel’

Innovation and growth

VALUE

TO US

Reliable & affordable

electricity

Renewable energy

Reduction in NZ’s carbon

footprint

NZ’s economic prosperity

Long-life assets

Environmental stewardship

Respect for Māori in NZ

Prosperous communities

Satisfying, safe & fair

employment

VALUE

TO

OTHERS

UNITED

NATIONS

SUSTAINABLE

DEVELOPMENT

GOALS

Details of Meridian’s

sustainability framework are in

Meridian’s 2017 Integrated

Report, which can be found

online at

www.meridianenergy.co.nz

14
Growth opportunities.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

New Zealand

•Low growth in a highly competitive market

•Retail electricity price increases have been less

than inflation, not expected to change

•Underweight residential position may provide

future load growth

•Other customer segments have growth

potential, including commercial solar

•Intending to transfer Meridian customers to

the Flux Federation platform, to increase

agility and reduce costs

•Wholesale prices may gradually lift as demand

slowly grows

•Meridian is well positioned with future wind

generation options

26.9

27.8

28.6

28.1

28.8

Mar-13Mar-14Mar-15Mar-16Mar-17

c/kWh

AVERAGE RESIDENTIAL ELECTRICITY COST

Energy

Lines

+1%

+7%

+3%

+4%

+0%

+7%

-3%

-1%

+1%

+4%

Source: Ministry of Business, Innovation & Employment

15
Growth opportunities.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Australia

•Potential retail growth off the back of recently

acquired new physical and virtual generation

(incl. power purchase agreements)

•Dual fuel offering will support further uptake in

Victoria

•Unlikely to build new generation in the current

environment

UK

•Powershop now in-market in the UK through a

franchise with npower

•Dual fuel functionality delivered earlier in the

year could offer meaningful growth

16
Risk management.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Meridian operates an active risk management

programme

Key risks include:

•Tiwai

•Adverse hydrological conditions

•Catastrophic events

•Plant failure

•Use of and access to water

•Legislative and regulatory risks

Details of Meridian’s risk management structure

are in Meridian’s 2017 Integrated Report, which

can be found online at www.meridianenergy.co.nz

17
Tiwai Point smelter.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

12% of New Zealand’s total annual demand

•CfDcontract with Meridian on NZAS perpetual

12-month termination right

•International aluminium is recovering, LME prices

up 12% in the last year

•Meridian’s modelling suggests smelter is

currently making healthy cash profits

•Additional 50MW contract announced in May 18

•Aluminium remains a commodity exposed to

cycles and Chinese supply decisions

•Meridian not expecting smelter closure, change

in ownership may occur (view backed by the

reinstatement of the 4

th

potline)

•A smelter closure would trigger further South

Island grid investment (majority of lower South

Island generation can be dispatched now)

•Greater HVDC capacity and North Island line

uprating possible in the medium term

18
Key financial metrics.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

SUMMARY GROUP BALANCE

SHEET

30 Jun

2015

$M

30 Jun

2016

$M

30 Jun

2017

$M

31 Dec

2017

$M

Total Assets7,6618,5388,6838,694

TotalLiabilities2,9133,4883,5883,761

Equity4,7485,0505,0954,933

Debt1,0761,2141,1921,366

RATIOS & MULTIPLES

Debt/(Debt+Equity)

1

18%19%19%22%

Net Debt/EBITDAF (x)

2

1.71.81.92.2

EBITDAFInterest Cover (x)

1

7.68.38.67.8

1

Per Guaranteeing Group (excludes certain Meridian entities)

2

Per S&P Global Ratings key metrics

268

324

332

354

329

317

294

318

299

585

618

650

653

20142015201620172018

$M

Financial Year ended 30 June

EBITDAF

1

InterimFinal half-year

192

217

206

203

162

241

223

246

267

433

440

452

470

20142015201620172018

$M

Financial Year ended 30 June

OPERATING CASHFLOW

InterimFinal half-year

1

Earnings before interest, taxation, depreciation, amortisation, changes in fair value of financial

instruments, impairments and gain/(loss) on sale of assets

24

23

19

19

17

34

37

31

28

58

61

50

47

20142015201620172018

$M

Financial Year ended 30 June

STAY IN BUSINESS CAPEX

InterimFinal half-year

Source: Meridian

Source: Meridian

Source: MeridianSource: Meridian

19
Funding.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

•Total borrowings as at 31 December 2017 of

$1,366M

•Committed bank facilities of $685M of which

$375M were undrawn as at 31 December 2017

•Minimum headroom required in addition to

forecast requirements is $200M

•2018 retail bond issue proceeds used for

general corporate purposes including the

partial re-finance of Meridian’s bank bridge

facility used for the recent acquisition of hydro

assets in Australia

•Next capital market maturity is April 2019

($271M USPP)

5

363

235

85

183

460

194

201820192020202120222023+

$M

Financial Year ending 30 June

DEBT MATURITY PROFILE AS AT 31 DECEMBER 2017

Drawn debt maturing (face value)Available facilities maturing

26%

6%

20%

7%

29%

12%

SOURCES OF FUNDING AS AT 31 DECEMBER 2017

NZ$ bank facilities drawn/undrawn

EKF - Danish export credit

Retail Bonds

Floating rate notes

US private placement

Commercial paper

Source: Meridian

Source: Meridian

20
Credit rating and bond covenants.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Meridian targets a long term credit rating of BBB+

S&P Global Ratings BBB+/Stable

•Rating supported by strong market position as New Zealand’s largest electricity generator

•Modest capital expenditure over the medium term absent any compelling investment proposition

•Adequate headroom in credit metrics for the rating, expected to be managed through capital

management subject to hydrological conditions, and positive free operating cash flow

•Rating reaffirmed in Jul-2017

Key MetricsDebt/EBITDA

BBB+ Stable outlook2.0-2.5x+

BBB+ Downside scenario >2.8x sustained basis

BBB+ Upside scenario <2.0x commitment to maintain

31 December 20172.2x

Bond Covenants –consistent across capital providers

31 December 2017

Debt/(Debt + Equity) <=55%22%

EBITDA/Interest >=2.5x7.8x

21
The Offer.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

22
Key terms of the offer.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

IssuerMeridian Energy Limited

Descriptionof the

Debt Securities

Unsecuredunsubordinated fixed rate bonds

Guarantee

The 2025 Bonds are guaranteed by various subsidiaries of Meridian, that are

members of the Guaranteeing Group

Purpose

General corporate purposes, including the partial re-finance of Meridian’s bank

bridge facility used for the recent acquisition of hydro assets in Australia

Issue AmountUp to $150,000,000 with the ability to accept oversubscriptions up to $50,000,000

MaturityDate27 June 2025

InterestRate

Equal to the sum of the Base Rate plus the Issue Margin, on the Rate Set Date, but

will be no less than the minimum interest rate.

Indicative Issue

Margin

Announced via NZX on 11 June 2018

Interest Payments

Semi-annual in arrear in equal amounts on 27 June and 27 December of each year

up to and including the Maturity Date, commencing 27 December 2018

DenominationsMinimum denomination of $5,000 with multiples of $1,000 thereafter

23
Key terms of the offer(continued).

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

IssuerMeridian Energy Limited

Listing

Application has been made to NZX to quote the 2025 Bonds on the NZX Debt

Market under the code MEL050

Issue Credit RatingBBB+ (S&P Global Ratings)

Financial covenants

The Trust Documents contain the following financial covenants:

(a)EBITDA / Interest >=2.5x

(b)Debt / (Debt plus Equity) <= 55%

(c)Minimum Equity NZ$1,250,000,000

(d)Total Tangible Assets (TTA) of the Guaranteeing Group >= 80% TTA of the Group.

(Referto the Trust Deed for further detail including calculations and relevant testing

periods)

Negative pledge

Trust Deed contains a negative pledge. No Guaranteeing Group Member will create

or permit to arise or subsist any Security Interest over its assets except under certain

limited exceptions

24
Key dates and offer process.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

Date

11June (Monday)Offer opens

11 –13 JuneRoadshow –Wellington, Auckland, Dunedin and Christchurch (plus

conference call)

15 June (Friday)Offer closes –bids due 2pm

15 June (Friday)Allocations and rate set

27 June (Wednesday)Issue date

28 June (Thursday)Expected quotation date

27 June 2025Maturity date

25
Investment highlights.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

26
Investment highlights.

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

•New Zealand’s largest hydro generator and wind

farm operator

•100% renewable, low operating cost generation

•Vertically integrated generation and retail

operations

•Strong and stable operating cash flows

•Strong credit metrics supporting BBB+ credit

rating

•Modest capital expenditure over the medium

term

•Crown majority shareholding

27
Questions?

MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

28
MERIDIAN ENERGY LIMITED | 2018 Retail Bond Offer

The information in this presentation was prepared by Meridian Energy with due care

and attention. However, the information is supplied in summary form and is

therefore not necessarily complete, and no representation is made as to the

accuracy, completeness or reliability of the information. In addition, neither the

company nor any of its directors, employees, shareholders nor any other person shall

have liability whatsoever to any person for any loss (including, without limitation,

arising from any fault or negligence) arising from this presentation or any

information supplied in connection with it.

This presentation may contain forward-looking statements and projections. These

reflect Meridian’s current expectations, based on what it thinks are reasonable

assumptions. Meridian gives no warranty or representation as to its future financial

performance or any future matter. Except as required by law or NZX or ASX listing

rules, Meridian is not obliged to update this presentation after its release, even if

things change materially.

This presentation does not constitute financial advice. Further, this presentation is

not and should not be construed as an offer to sell or a solicitation of an offer to buy

Meridian Energy securities and may not be relied upon in connection with any

purchase of Meridian Energy securities.

This presentation contains a number of non-GAAP financial measures, including

Energy Margin, EBITDAF, Underlying NPAT and gearing. Because they are not

defined by GAAP or IFRS, Meridian's calculation of these measures may differ from

similarly titled measures presented by other companies and they should not be

considered in isolation from, or construed as an alternative to, other financial

measures determined in accordance with GAAP. Although Meridian believes they

provide useful information in measuring the financial performance and condition of

Meridian's business, readers are cautioned not to place undue reliance on these non-

GAAP financial measures.

The information contained in this presentation should be considered in conjunction

with the company’s financial statements, which are included in Meridian’s integrated

report for the year ended 30 June 2017 and is available at:

All currency amounts are in New Zealand dollars unless stated otherwise.

Disclaimer.

Thank you.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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