Mercury NZ Limited/Announcement
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Mercury grows earnings and engagement with strong execution

Full Year Results20 August 2018MCYUtilities

NZX Appendix 1 – 30 June 2018 | Page 1 of 2





Mercury NZ Limited

Stock Exchange listings NZX (MCY) ASX (MCY)

Results for announcement to the market

1. Full year reporting periods

Reporting Period 12 months to 30 June 2018

Previous Reporting Period 12 months to 30 June 2017

NZD Amount ($M) Percentage change

Revenue from ordinary activities 1,803 +12.9%

Profit from ordinary activities after tax attributable to

security holders

234 +27.2%

Net profit attributable to security holders 234 +27.2%

Earnings before net interest expense, income tax,

depreciation, amortisation, change in fair value of

financial instruments, impairments and equity

accounted earnings (EBITDAF)

561 +7.3%

Underlying earnings after tax

1

198 +12.5%


NZD Amount Percentage change

Basic and diluted earnings per share (weighted

average number of shares)

$0.1702 +27.3%

Net tangible assets per share (excluding treasury

shares)

$2.34 +0.0%


Final Dividend Amount per security

Imputed amount per

security

Final Dividend $0.091 $0.035389

2


Appendix 1 – Full year results


NZX Appendix 1 – 30 June 2018 | Page 2 of 2

Record Date 13 September 2018

Dividend Payment Date 28 September 2018

Comments:

1. Underlying earnings after tax excludes one-off and/or

infrequently occurring events (exceeding $10 million of net

profit before tax). This is a non-GAAP measure.

2. A supplementary dividend of $0.016059 per share will be

payable on the final dividend to shareholders who are not

resident in New Zealand.

2. Control of entities gained or lost during the period

Name Date control lost

MRP NRI-Germany Holdings Limited Dissolved 5 October 2017.

MRP NRI-Peru Holdings Limited Dissolved 5 October 2017.

MRP NRI-Chile Holdings Limited Dissolved 5 October 2017.

MRP Geotermia Chile Limitada Sold 24 July 2017.

3. Dividends

See section 1 above and NZX Appendix 7 attached.

4. Dividend or distribution reinvestment plans

None.

5. Associates and joint venture entities

Refer to Annual Consolidated Financial Statements for year ended 30 June 2018.

6. Accounting Standards

Refer to Annual Consolidated Financial Statements for year ended 30 June 2018.

7. Audit

This report is derived from the audited Annual Consolidated Financial Statements. EY has provided an Audit Report on

the Financial Statements, copy attached.


Attachments:

➢ News release

➢ Results presentation

➢ Annual Report and Audited Financial Statements for the year ended 30 June 2018

➢ NZX Appendix 7 – ordinary dividend

---

Mercury grows earnings and engagement in year of strong execution

Summary

>> Operating earnings (EBITDAF) $561 million, up 7%

>> Net profit after tax $234 million, up 27%

>> Final ordinary dividend 9.1 cents per share fully imputed to be paid on 28 September 2018


21 August 2018 – Record hydro generation for a second consecutive year has driven another record financial

result for Mercury (NZX:MCY) in the 12-months to 30 June 2018. An emphasis on enabling people and their

performance saw further growth in employee engagement and the successful delivery of major reinvestment and

several key customer-focused innovations.

Mercury today reported a 7% lift in operating earnings (EBITDAF) to $561 million for the 2018 financial year ($523

million FY2017). The record result was significantly influenced by strong and timely hydro inflows across the

Waikato River catchment, and high geothermal availability was maintained. Total hydro generation of 4,947GWh

for the year was 947GWh (24%) ahead of average generation and up on FY2017’s record of 4,724 GWh. The lift in

Waikato hydro generation above average increased New Zealand’s proportion of renewable electricity by more

than 2%. Total generation including geothermal was 7,704 GWh (7,533 GWh FY2017).

Financial Results

FY2018 FY2017 FY2016 FY2015 FY2014

EBITDAF ($M) 561 523 493 482 504

NET PROFIT AFTER TAX ($M) 234 184 160 47 212

UNDERLYING EARNINGS AFTER

TAX ($M)

198 176 152 145 185

FULLY IMPUTED ORDINARY

DIVIDEND (CENTS PER SHARE)

15.1* 14.6 14.3 14.0 13.5

FULLY IMPUTED SPECIAL

DIVIDENDS

(CENTS PER SHARE)


5.0


7.5


UNIMPUTED SPECIAL DIVIDEND

(CENTS PER SHARE)


4.0


-

SHARE BUYBACK $50m


$50m

ELECTRICITY GENERATION (GWh) 7,704 7,533 6,842 6,536 6,295

* above guidance of 15.0 cps reflecting share buyback reducing the number of shares on issue.


Mercury’s chief executive, Fraser Whineray, said that sustaining high levels of operational performance while

executing a number of key strategic projects puts Mercury in a strong position for the year ahead.

Key projects during the year included a major ICT systems upgrade, completion of Metrix’s meter data project

upgrade expanding its ability to provide certified half-hourly meter reads; hydro refurbishments at Aratiatia and

Whakamaru stations (ongoing); and major maintenance outages at geothermal stations.

Employee engagement increased to 81.5% from 81% as measured by the 2018 IBM Employee Engagement

Survey Index. During the year Mercury received major honours at the IBM Best Workplace Awards and the New

Zealand HR Awards.

STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)


2


The Mercury brand maintained its trader churn (customer switching to an alternative retailer) advantage at 6.4%

compared to the rest of the market at 8.1%.

“Retail market conditions remain very competitive, however our brand and customer service activity, focused on

inspiring, rewarding and making things easy for our customers, continues to show strong results,” Mr Whineray

said.

Mercury brand activity from the prior year won the two top awards at New Zealand’s premier marketing events

during FY2018 year, claiming top spot against marketing heavyweights such as Air New Zealand and Z Energy.

“Mercury is benefitting from developing a distinctive brand. We advanced our e-bike campaign and launched a

high-profile integrated campaign utilising a converted classic ’57 Ford Fairlane to challenge misconceptions about

electric vehicles (EVs).”

Brand recognition has increased strongly to 63% from 43% since Mercury’s brand relaunch in 2016.

Mercury executed a $50m share buyback through the year. Mercury also completed the purchase of a 19.99%

stake in Tilt Renewables (NZX/ASX:TLT), a company with significant operational and consented wind generation

interests in Australasia, in May.

“Our shareholding in Tilt is an extension of our long-term growth strategy. It gives Mercury a meaningful interest in

significant development opportunities related to Australia’s accelerating transition to renewable energy sources and

is part of Mercury’s broader wind strategy which has been worked on for more than a decade,” Mr Whineray said.

Net profit after tax increased 27% to $234 million from (FY2017 $184 million), reflecting higher earnings partially

offset by higher tax expense. Underlying earnings after tax increased 13% to $198 million (FY2017 $176 million).

Operating costs were flat for the fifth consecutive year at $214 million and remain $45 million below their peak in

FY2012.

Stay-in-business capital expenditure remained elevated beyond normalised rates at $112 million (FY2017 $114

million) reflecting ongoing hydro refurbishment and ICT investment.

Dividend

Mercury Chair Joan Withers says Mercury’s nearly 85,000 owners, including the Crown, will receive a final ordinary

dividend of 9.1 cents per share, fully imputed. This brings full year final ordinary dividend payments to a total of

15.1 cents per share, fully imputed, up 3.4% on FY2017. This is above guidance and reflects the reduced number

of shares on issue following the completion of the $50 million share buyback. It is Mercury’s tenth consecutive year

of ordinary dividend growth.

“We are pleased to continue to deliver strong shareholder returns while executing on our strategy that includes

delivering sustainable growth.” Mrs Withers said.

“Execution of Mercury’s priorities this year has been impressive and I acknowledge the contribution to that of

people right through the business, along with the support of shareholders, partners and the loyalty of customers.”

FY2019 Guidance

EBITDAF guidance is $515m for FY2019, based on forecast hydro generation of 4,200 GWh. This guidance is

subject to any material events, significant one-off expenses or other unforeseeable circumstances including

hydrological conditions.

Operating expenditure is forecast to be flat versus FY2018; maintained at a similar level for the sixth year in a row.

Stay in business capital expenditure guidance is $95 million. This expenditure supports ongoing hydro and

geothermal investments that contribute to efficient generation, technology aligned to customer needs, and

investment in people and culture through Mercury’s Auckland office consolidation.

Ordinary fully imputed FY2019 dividend guidance has been issued at 15.5 cents per share, a 2.6% increase on

FY2018.


3


Mercury will continue to provide updates of its mid-point estimate of full-year hydro generation with its quarterly

operating statistics.

Outlook

Mr Whineray said that Mercury was well positioned to build momentum through developing its people, inspiring its

customers and executing on its growth strategy.

“Notwithstanding strong execution, weather can be fickle year on year, and our role is to maximise the outcomes

from the hand we are dealt,” Mr Whineray said.

“We expect continued electricity demand growth. While industrial demand decline remains a trend, we see this

being partially offset over the medium-term as industrials shift energy use away from fossil fuels.”

Mr Whineray said that the expected restarting of New Zealand Aluminium Smelter’s fourth potline at Tiwai Point,

Southland, is expected to contribute around 1% annually to demand growth.



For further information:

Media – Craig Dowling 0272 105 337

Investors – Tim Thompson 0275 173 470

ABOUT MERCURY NZ LIMITED

Mercury’s mission is energy freedom. Our purpose is to inspire New Zealanders to enjoy energy in more wonderful

ways and our goal is to be New Zealand’s leading energy brand. We focus on our customers, our people, our

partners and our country; maintain a long-term view of sustainability; and promote wonderful choices. Mercury is

energy made wonderful.

Visit us at: www.mercury.co.nz

---

Chief Financial Officer
Financial Results

for the year ended 30 June 2018

WILLIAM MEEK

FRASER WHINERAY

Chief Executive

21 August 2018

DISCLAIMER
The information in this presentation has been prepared by Mercury NZ Limited with due care and attention. However, neither the

company nor any of its directors, employees, shareholders nor any other person shall have any liability whatsoever to any personfor

any loss (including, without limitation, that arising from any fault or negligence) arising from this presentation or any information

supplied in connection with it.

This presentation may contain projections or forward-looking statements regarding a variety of items.Such projections or forward-

looking statements are based on current expectations, estimates and assumptions and are subject to a number of risks, uncertainties

and assumptions.There is no assurance that results contemplated in any projections and forward-looking statements in this

presentation will be realised.Actual results may differ materially from those projected in this presentation. No person is under any

obligation to update this presentation at any time after its release to you or to provide you with further information about Mercury NZ

Limited.

Forward-looking statements are subject to any material adverse events, significant one-off expenses or other unforeseeable

circumstances including hydrological conditions.

A number of non-GAAP financial measures are used in this presentation, which are outlined in the appendix of the presentation. You

should not consider any of these in isolation from, or as a substitute for, the information provided in the audited consolidatedfinancial

statements for the year ended 30 June 2018, which are available at www.mercury.co.nz.

The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any

recommendation. Nothing in this presentation constitutes legal, financial, tax or other advice.

DISCLAIMER

2

OUR MISSION
3

MERCURY
4

100% renewable generation

>Two low-cost complementary fuel sources

in base-load geothermal and peaking

hydro

Superior asset location

>North Island generation located near major

load centres; rain-fed hydro catchment

inflows aligned with winter peak demand

Substantial peaking capacity

>The Waikato hydro system is the largest

group of peaking stations in the

NorthIsland

High performance teams

>Dynamic company culture built on the

understanding that our people set

us apart

Track record of customer engagement

>Brand capital built through customer-led

innovation and rewarding loyalty

Long-term commercial partnerships

>With Maori landowners and other

key stakeholders

MERCURY’S COMPETITIVE ADVANTAGE

FY2018 HIGHLIGHTS
5

$561m
RECORDEARNINGS

Achieved as the value of favourable

hydrological conditions was realisedby

strong execution across the business

BRAND IDENTITY

Multi-award-winning campaigns

building brand capitalto differentiate

Mercury in intensely competitive retail

market

9.1cps

FINAL DIVIDEND

Fully-imputed total ordinary dividend of

15.1cps; an increase of 3.4% versus

FY2017

7,704GWh

RECORDGENERATION

As Mercury capitalisedon opportunities

provided by hydro inflows and maintained

high geothermal availability

Customer-ledtechnology

DEVELOPMENT

Throughcompletionof Metrix meter data

project, SAP upgrade and customer

technology platform upgrades

Stay-in-business capital expenditureof

$112m

Included delivery of ICT projects and

ongoing hydro refurbishment leading to

material efficiencyand capacitygains

COMPETITION

Retail market conditions highly

competitivewith market churn at

record levelsduring the year

GROWTH

Acquisition of 19.99% stake in Tilt

Renewablesachieving exposure to

Australian renewables transition; part of

decade-longwind strategy

$50m

SHARE BUYBACK

An efficient distribution of capital to

shareholders while retaining balance

sheet strength

FY2018 HIGHLIGHTS

6

FY2018 HIGHLIGHTS

698
214

523

184

176

258

2

114

201

69

734

214

561

234

198

259

150

112

207

50

0

100

200

300

400

500

600

700

800

Energy MarginOperating

Expenditure

EBITDAFNPATUnderlying

Earnings

Free Cash FlowNew InvestmentStay-In-Business

Capital

Expenditure

Declared

Ordinary

Dividend

Other

Distributions

$m

FY2017

FY2018

FINANCIAL PERFORMANCE

7

>EBITDAF, NPAT and Underlying Earnings up reflecting record total generation of 7,704GWh achieved as the value of

favourable hydro inflows was captured by continued strong execution across the business

>Free Cash Flow only up $1m due to timing of tax payments to impute prior year dividends (tax paid up $50m vs FY2017)

>Stay-in-business capex was elevated reflecting ongoing hydro refurbishment and technology investment

>$50m buyback of 15.6m shares as an efficient distribution of capital while retaining balance sheet strength

>Total ordinary dividend of 15.1cps, the 10

th

year of ordinary dividend growth; above guidance reflecting share buyback

FINANCIAL PERFORMANCE

DELIVERING CUSTOMER ADVOCACY
>Relative churn advantage

>Mercury brand trader churn

1

significantly lower than market at 6.4%

2

>Trader churn for all Mercury brands increased to be comparable to market at

8.0%

2

versus 8.1% reflecting heightened market competition

>Customer-led technology investment

>SAP technology platform upgrades enabling increased functionality and flexibility

to meet customer needs and also improved efficiency and processes

>Metrix data project delivering certified half-hourly meter reads to retailers

>Sustained brand momentum

>Award-winning campaigns building strong and distinctive brand assets with

associations with E-mobility and EVs in particular

>Brand recognition steadily increasing (from 43% to 63%)

4

since relaunch

>Fulfilment of our customer promises to Reward, Inspire and Make It Easy

>~90,000 customers redeemed a Free Power Day in FY2018

>Over 155,000 customers registered to receive Airpoints™

5

>Over 93,000 customers engaging with our Good Energy Monitor each week

6

STRATEGIC DRIVERS & FY2018 OUTCOMES

8

1

Switching where a customer changes retailer without moving house

2

From EA data; 12-monthly rolling trader churn / total churn as at 30 June 2018

3

Based on Mercury’s monthly survey of residential customers, 3-monthly rolling

average to 30 June 2018 / 2017 for Mercury brand only

4

Based on Mercury commissioned TRA brand survey

5

As at 30 June 2018

6

Weekly average over 12 months to 30 June 2018

19.8%

Total churn

2

FY2017: 17.7%

Market: 21.0%

6.4%

Mercury brand

trader churn

2

FY2017: 4.4%

Market: 8.1%

63%

Customer

satisfaction

3

FY2017: 64%

FY2018 OUTCOMES

94%
Geothermal

availability

3

FY2017: 96%

Market

4

: ~97%

1.06

LWAP/GWAP

2

FY2017: 1.05

0.87

FY2018 TRIFR

1

FY2017: 1.05

LEVERAGING CORE STRENGTHS

>Goal of zero-harm

>No high-severity incidents; TRIFR

1

at 0.87 (down from 1.05 in FY2017)

>High-levels of employee engagement maintained

>High levels of employee engagement in 2017 saw Mercury being recognised at

the IBM 2017 Best Workplaces Awards and the 2018 New Zealand HR Awards

>Employee engagement increased in 2018 to 81.5%

5

from 81.0%

5

>Enterprise-wide project execution

>Completed major maintenance outages at four geothermal stations

>Metrix half-hourly reconciled data re-platform brought online

>Ongoing hydro refurbishment with the rehabilitation of the 1

st

of three units at

Aratiatia Station and the 2

nd

of four units at Whakamaru Station leading to

material increases in hydro efficiency and capacity

>Southdown grid-scale battery storage being commissioned

>Competitive advantages deliver record earnings

>Favourable hydrological conditions and strong execution across the business

enabled record generation of 7,704GWh leading to FY2018 EBITDAF of $561m

STRATEGIC DRIVERS & FY2018 OUTCOMES

9

1

Total Recordable Injury Frequency Rate per 200,000 hours; includes onsite employees

and contractors

2

Average price of purchases (LWAP) over average price of generation (GWAP)

3

Percentage of time plant able to generate after accounting for outages

4

Derived from Planned Outage Co-ordination Process New Zealand geothermal outage

data (excluding Mercury operated plant)

5

As measured by the 2018 / 2017 IBM Employee Engagement Survey Engagement Index

FY2018 OUTCOMES

DELIVERING SUSTAINABLE GROWTH
>Managing cost

>Opex flat versus FY2017 at $214m for fifth year running

>Investing in growth

>Acquired a 19.99% stake in Tilt Renewables as a strong platform for gaining

exposure to Australia’s accelerating renewables transition

>Joint takeover offer with Infratilunderway to advance Mercury’s meaningful

interest in Tilt’s operational performance and growth opportunities

>Returns to shareholders

>Efficient distribution of capital to shareholders through share buyback of 15.6m

shares for $50m (circa 3.6cps) while retaining balance sheet strength

>FY2018 total ordinary dividend up 3.4% to 15.1cps, above original guidance

>FY2019 EBITDAF guidance is $515m

1

on 4,200GWh of hydro generation, subject

to any material events, significant one-off expenses or other unforeseeable

circumstances including hydrological conditions

>FY2019 ordinary dividend guidance up 2.6% to 15.5cps, which will be the 11

th

consecutive year of ordinary dividend growth

STRATEGIC DRIVERS & FY2018 OUTCOMES

10

FY2018 OUTCOMES

$50m

Share Buyback

of 15.6m shares

15.1cps

Total Ordinary

Dividend

FY2017: 14.6cps

19.99%

Tilt

acquisition

1

Includes impact of IFRS changes, see slide 32 in

Appendix for further details

11
MARKET DYNAMICS

12
FUTURES PRICES CURRENTLY UNRESPONSIVE TO PRICE VOLATILITY

ANTICIPATED MARKET OUTCOMES

>Demand growth

>Increased wholesale price volatility

>Futures price increase

>Commercial and Industrial (C&I) upwards price pressure

>Retail churn reduction

>Upward pressure on retail price

FUNDAMENTALS: SUPPLY AND DEMAND BETTER BALANCED



?

MARKET DYNAMICS

Pressure on retail margins

expected if wholesale price

and volatility remains elevated

}

?

?

?

C&I market demonstrating

higher tolerance for

wholesale price risk

}

UNDERLYING FACTORS DRIVE STEADY DEMAND GROWTH
MARKET DYNAMICS

13

>Demand higher, led by increases in the urban and dairy sectors

>Up 0.8% in FY2018 (1HY2018 1.4% & 2HY2018 0.1%), 1.3% after normalising for temperature (1HY2018 2.1% & 2HY2018 0.6%)

>Industrial demand decline remains a trend –reflecting ageing plant and relative global competitiveness

>Increased focus on renewable energy may partially offset this trend as the industrial and transport sectors’ green shoots shift energy use

away from fossil fuels

>Tiwai Point 4

th

potline restart expected to contribute ~0.5% demand growth in FY2019 (+1% annualised)

Source: TranspowerSCADA data, Mercury

1

Normalised for temperature

SectorGWhSector%Total %

Urban

1

+3552.2%0.9%

Rural

1

+480.7%0.1%

Dairy processing+871.4%0.2%

Irrigation+232.0%0.1%

Industrial-20(0.2%)(0.1%)

Other+365.1%0.1%

Total+5291.3%

FY2018 NORMALISED DEMAND GROWTH BY SECTOR

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

Urban*Rural*DairyTiwaiIndustrial

(excluding

Tiwai)

Irrigation

GWh

DEMAND

FY2014FY2015FY2016

FY2017FY2018

$0
$50

$100

$150

$200

$250

$300

-1500-1000-500050010001500

OTA Wholesale Price ($/MWh)

Delta to SI Storage Average (GWh)

SI MONTHLY HYDRO STORAGE AND PRICE

Jan 1999 to Jun 2016

FY2017

FY2018

$0

$50

$100

$150

$200

$250

$300

-400-2000200400

OTA Wholesale Price ($/MWh)

Delta to NI Storage Average (GWh)

NI MONTHLY HYDRO STORAGE AND PRICE

Jan 1999 to Jun 2016

FY2017

FY2018

Graphs Source: NZX Hydro, Pricing Manager (NZX), Mercury

14

MARKET DYNAMICS

FY2018 WHOLESALE PRICES REFLECT VARIABLE NATIONAL HYDROLOGY

>Mercury benefitted from monthly price variation caused by swings in dry/wet conditions

>Above average North Island (NI) inflows coincided with periods of low South Island (SI) storage in FY2018

>Large SI hydro catchments and associated hydrology is a primary driver of wholesale prices

>Higher prices and increased volatility show effect of recent supply/demand rebalancing

~15% of annual national generation

17% of total hydro energy storage

28% of annual national inflows

~45% of annual national generation

83% of total hydro energy storage

72% of annual national inflows

Mercury benefits from high

prices and high volumes

0.7
0.8

0.9

1.0

1.1

1.2

1.3

2009201020112012201320142015201620172018

Financial Year

HYDRO GWAP / TWAP RATIO

MCY

MCY Long-Term Ratio

SI

SI Long-Term Ratio

0

10

20

30

40

50

60

70

80

90

2009201020112012201320142015201620172018

$ / MWh

Financial Year

EBITDAF

3

/ TOTAL GENERATION

MCYCEN

GNEMEL

>Value of low correlation of Mercury’s hydro catchment to SI hydrology shown by higher EBITDAF

3

/Generation ratio

>Also highlighted by Mercury’s consistently higher hydro generation GWAP/TWAP

1

ratio

>Long-term hydro generation GWAP/TWAP ratio is 1.10 versus 0.96 for major SI hydro generators

2

MERCURY’S HYDRO ADVANTAGE LIFTS GENERATION VALUE

15

MARKET DYNAMICS

1

Generation-Weighted Average Price / Time-Weighted

Average Price

2

Based on 10 years to 30 Jun 2018

3

Analyst consensus figures used for GNE and MEL

FY2018 EBITDAF, all other figures from company reports

Source: WITS, Pricing Manager (NZX), Mercury

Source: Company Reporting, WITS, Mercury

$0
$20

$40

$60

$80

$100

$120

$140

Apr-13Oct-13Apr-14Oct-14Apr-15Oct-15Apr-16Oct-16Apr-17Oct-17Apr-18Oct-18Apr-19

$/MWh

OTAHUHU FUTURES AND SPOT PRICES

(Monthly average 2 year price starting 3 quarters ahead)

ASX Futures

Spot (Monthly average)

$65

$70

$75

$80

$85

$90

$95

Jul-12

Jan-13

Jul-13

Jan-14

Jul-14

Jan-15

Jul-15

Jan-16

Jul-16

Jan-17

Jul-17

Jan-18

Jul-18

$/MWh

HISTORICAL ASX FUTURES PRICES

(Rolling 2 year average price starting 3 quarters ahead)

Otahuhu

Benmore

>Short-term futures prices sensitive to hydrological conditions

>Medium-term futures prices still range-bound (~$73-$83/MWh Otahuhu) despite increased wholesale price volatility

>Negative futures prices margin relative to wholesale prices in FY2018

16

FUTURES MARKET UNRESPONSIVE TO PRICE VOLATILITY

Futures pricing flat

Graphs Source: ASX, Pricing Manager (NZX)

MARKET DYNAMICS

0%
5%

10%

15%

20%

25%

Jul-16

Oct-16

Jan-17

Apr-17

Jul-17

Oct-17

Jan-18

Apr-18

Jul-18

Annual Churn

NATIONAL CHURN RATE

(12mth rolling)

All Retailers

Mercury

Mercury Brand

}

>Intense retail competition in 2H FY2018 contributed to Mercury customer numbers decreasing by 4,000 in FY2018

>Customer satisfaction

1

based on Mercury’s survey remained stable going from 64% in FY2017 to 63%

-10,000

-8,000

-6,000

-4,000

-2,000

0

2,000

4,000

6,000

8,000

10,000

Switches

NATIONAL SWITCHING

Mercury Group

Mercury Brand

Prior 12mth Mercury Switches

Net Switches

0%

10%

20%

30%

Jul-16

Oct-16

Jan-17

Apr-17

Jul-17

Oct-17

Jan-18

Apr-18

Jul-18

Switches

Withdrawn

2

RETAIL MARKET HIGHLY COMPETITIVE

17

All switches

Trader switches

3

Source: Electricity Authority, EMI –Market share trends and switching breakdown

1

Based on Mercury’s monthly survey of residential customers, 3-monthly rolling

average to 30 June for Mercury brand only

2

Switches which were initiated but not completed (inclusive of saves)

3

A trader switch is where a customer changes retailer without changing house

}

MARKET DYNAMICS

3%
6%

9%

12%

Jul-16

Oct-16

Jan-17

Apr-17

Jul-17

Oct-17

Jan-18

Apr-18

Jul-18

Annual Churn

NATIONAL TRADER CHURN

(12mth rolling)

MarketCEN

GNEMEL

TPW Ex-TaurangaTPW

MCY GroupMCY Brand

Other

Graphs source: Electricity Authority, EMI –Switching breakdown

1

Tauranga (Powerco)

2

Auckland (Vector)

MERCURY BRAND MAINTAINS CHURN ADVANTAGE

18

>Mercury brand has kept a material churn advantage compared to the rest of the market

>Mercury group churn has increased to near-market levels as smaller brands have experienced elevated churn due to

the nature of their customer base

0%

3%

6%

9%

12%

15%

18%

Jul-16

Oct-16

Jan-17

Apr-17

Jul-17

Oct-17

Jan-18

Apr-18

Jul-18

Annual Churn

AUCKLAND

2

TRADER CHURN

(12mth rolling)

MarketCEN

GNEMEL

TPWOther

MCY GroupMCY Brand

1

MARKET DYNAMICS

POLICY FOCUS OF NEW GOVERNMENT
MARKET DYNAMICS

19

Electricity Price Review

>Announced as part of coalition government agreement following September 2017 general election

>Focus on incremental changes designed to improve customer access, affordability and energy literacy

>Issues paper expected September 2018 followed by a submission process and workshops with stakeholders and consumers

Climate Change

>Legislation this year likely as some cross Party support exists for tightening NZ’s emissions reductions target, improving the

Emissions Trading Scheme and establishing an independent Climate Commission similar to the United Kingdom model

>Interim Climate Change Committee investigating options, costs and practicality of transitioning to a low emissions energy future

>Electrification across the economy key to a low carbon economy with scope to transform the transport and industrial heat sectors,

opportunity to establish economy-wide low emissions energy target and remove barriers to further investment in renewable

electricity generation

Thermal Fuel Discouraged

>New Zealand signatory to a November 2017 agreement to phase coal out of power generation by 2030

>Government announced that no new off-shore oil and gas drilling permits will be issued (April 2018)

Transmission Pricing Methodology

>Electricity Authority remains committed to a beneficiaries pay approach to transmission pricing; next update December 2018

MERCURY’S LONG-TERM WIND JOURNEY
MARKET DYNAMICS

20

Mercury must participate in wind to materially take part in renewable generation development in the medium-term

>More than decade long journey leads to optimal development options

>Large-scale development delayed by low demand growth environment over the past decade

>Acquisition of stake in Tilt Renewables is an extension of our long-term growth strategy

>Robust portfolio of operating wind farms in both Australia and New Zealand; best Australian pipeline

>Aligned with our signalled strategy for economic growth

>Allowing meaningful participation in Australia’s accelerating transition to renewable energy sources

200420052006200720082009201020112012

Projects

Consenting

processes

Milestones

0Up to 10-12 core prospects across NI & SI

Reduced to 2-3 by 2013

Puketoi

Turitea

2 (consented)

PNCC selects

MCY as developer

for Turitea

Turitea

consents

final

Puketoi

consents

final

201320142015201620172018

Tilt

Turitea landowner

agreements

signed

Puketoilandowner

agreements

signed

Investments

21
FINANCIAL SUMMARY

22
$561m

EBITDAF, up $38m, reflecting

favourable hydro inflows and continued

strong company-wide performance

$234m

NPAT, up $50m, reflecting higher

earnings, fair value gains and reduction in

impairments offset by higher tax expense

2.0x

Debt/EBITDAF, consistent with BBB+

credit rating and headroom for growth;

impacted by record earnings (2.3x after

normalising earnings for hydro variance)

$259m

Free Cash Flow, reflecting strong

cashflows from low cost 100%

renewable generation and tax

prepayments for dividend imputation

$50m

Share buyback as an efficient means of

returning capital while retaining balance

sheet strength

15.1cps

Fully-imputed full-year ordinary dividend

declared, above original guidance due

to share buyback

FINANCIAL SUMMARY

FY2018 FINANCIAL HIGHLIGHTS

CONTINUOUS FOCUS ON CAPITAL MANAGEMENT
23

FINANCIAL SUMMARY

Investment

in growth

Repayment of debt

Capital

returns to

shareholders

Operating Cash Flow

Free Cash Flow

Stay-in-business capital expenditure

Ordinary dividend

STABLE CAPITAL STRUCTURE
FINANCIAL SUMMARY

24

1

Adjusted for S&P treatment of Mercury’s Capital Bond

>BBB+ rating is key reference point for dividend policy and an efficient and sustainable capital structure

>S&P re-affirmed Mercury’s credit rating of BBB+/stable on 11 December 2017

>One-notch upgrade given majority Crown ownership

>Capital management continuously reviewed

>Targeting gearing at low end of Debt / EBITDAF between 2.2x and 3.0x (within key ratio for stand-alone S&P credit rating BBB)

to provide debt headroom due to Government minimum equity ownership requirement

>Gearing range reflects flexibility afforded by Treasury stock retained from share buyback

>Debt / EBITDAF 2.0xat 30 June 2018

1

(2.3x after EBITDAF normalisation for above-average hydro generation)

30 June 201830 June 201730 June 201630 June 201530 June 2014

Net debt ($m)

1,2491,0381,0681,0821,031

Gearing ratio (%)

27.523.924.424.524.3

Debt/EBITDAF(x)

2.0

1

1.8

1

2.0

1

2.0

1

2.1

Capital management

priority

Capital returns

Growth

FY2019 GUIDANCE SUMMARY
FINANCIAL SUMMARY

25

>FY2019 EBITDAF guidance is $515m on 4,200GWh of hydro generation, subject to hydrological volatility, wholesale

market conditions and any material adverse events, significant one-off expenses or other unforeseeable

circumstances

>FY2019 ordinary dividend guidance is up 2.6% to 15.5cps

>FY2019 operating expenditure is forecast to be flat versus FY2018

>FY2019 stay-in-business capital expenditure guidance is $95m

>FY2019 Free Cash Flow will be positively affected by the roll-off of historical interest rate hedges (circa $20m net

annual cash flow benefit); partially offset by increased debt

562
500

515

~15

~15

62

~15

400

430

460

490

520

550

580

FY2018 ActualHydro and Other

Adjustments

(4,150GWh)

FY2018 Original

Guidance

Hydro Normalisation

(4,000GWh)

Hydro Adjustment

(4,200GWh)

OtherFY2019 Guidance

$m

INDICATIVE GUIDANCE BRIDGE

IncreaseDecrease

FY2019 GUIDANCE –UNDERLYING EARNINGS GROWTH

FINANCIAL SUMMARY

26

>FY2019 EBITDAF guidance assumes:

>4,200GWh of hydro generation (747GWh less than FY2018, 200GWh above average)

>Operating expenditure flat relative to FY2018

>Growth from technology investment to improve customer profitability, cost transparency and trading performance

1

Includes impact of IFRS changes, see

slide 32 in Appendix for further details

1

A DECADE OF ORDINARY DIVIDEND GROWTH
27

>FY2018 fully imputed ordinary final dividend of 9.1cps which will be the 10

th

consecutive year of ordinary dividend

growth

>FY2019 ordinary dividend guidance is an increase of 2.6% to 15.5cps reflecting the reduced number of shares on

issue following the completion of the share buyback

0

5

10

15

20

25

200820092010201120122013201420152016201720182019F

Cents per share

Financial Year

DECLARED DISTRIBUTIONS

Interim dividendFinal dividendSpecial dividendShare buybackOrdinary dividend guidance

FINANCIAL SUMMARY

74
69

60

79

59

114

112

95

288

183

33

31

13

2

150

0

50

100

150

200

250

300

350

400

20122013201420152016201720182019F

$m

Financial Year

CAPITAL INVESTMENT

New investment

Stay-in-business

INVESTING IN LONG-TERM CAPABILITY

FINANCIAL SUMMARY

28

>Stay-in-business capital expenditure will be elevated in FY2019 primarily due to Auckland office consolidation for two

thirds of employees ($16m for office move)

>Consistent with medium-term guidance plus cost of new building development

>Planned stay-in-business capital expenditure in FY2019 also includes:

>Continued investment in long-lived asset capability as Waikato hydro system refurbishment continues at Aratiatia, Whakamaru

and Karapiro stations –resulting in material efficiency and capacity gains

>Continued technology investment to realise functionality of new systems

Stay-in-business capital expenditure for the period

FY2013 through FY2018 averages ~$80m

29
Q&A

Q&A

523
217

192

6

5

2

0

561

400

450

500

550

600

650

700

750

EBITDAF FY2017GenerationEnergy CostCFDsCustomer SalesOther RevenueOperating

Expenditure

EBITDAF FY2018

$m

Energy Margin up $36m

Improvement

Reduction

EBITDAF BRIDGE (FY2018 vs. FY2017)

APPENDIX

30

>Energy margin up $36m

>Record generation with 171GWh more generation from renewable sources

>Energy Cost increased with higher wholesale price

>Contribution from CFD sales was $40m, up $6m on FY2017

>Operating expenditure flat year-on-year

>Other revenue up $2m due to increases in revenue from metering and services provided to third parties

1

Energy cost excludes gas generation purchases and volume impacts of end user

sales, which are included within generation and customer sales respectively

2

Other revenue includes the direct costs related to metering services and the

purchase of solar equipment

12

-
50

100

150

200

250

300

350

400

2019202020212022202320242025202620272045

$m

Financial Year

DEBT MATURITIES AS AT 30 JUNE 2018

Domestic Wholesale BondsUS Private PlacementCapital BondDrawn Bank FacilitiesUndrawn Bank Facilities

DIVERSIFIED FUNDING PROFILE

31

>Committed bank loan facilities were $650m as at 30 June

>The average debt maturity profile for committed facilities was 7.2 years as at 30 June 2018

>Interest costs have been elevated due to interest rate hedges put in place in 2008 during the company’s domestic

geothermal investment programme. These hedges are rolling off with a circa $20m net annual cash flow benefit in

FY2019.

2

APPENDIX

1

Drawn bank facilities includes issued commercial paper

2

Assuming similar debt levels to FY2018

1

NEW IFRS STANDARDS
32

>Mercury will adopt IFRS 9 (Financial Instruments), IFRS 15 (Revenue From Contracts With Customers) and IFRS

16 (Leases) from FY2019

1

>Under IFRS 15

2

, credits awarded to customers in the form of upfront discounts will be recognised immediately

against revenue (previously recognised in expenses) and commissions directly attributable to obtaining new

customers will be capitalised to the balance sheet and amortisedback to expenses over a two year period

>IFRS 16 reclassification of operating lease payments will reduce expenses (increasing EBITDAF) but increase

depreciation and interest with no material impact on net profit

>IFRS 9 will have minimal impact on fair value movements through the income statement

APPENDIX

IMPACT ON GUIDANCE

IFRS 15IFRS 16Total

EBITDAF (Old standards)510

Revenue-4-4

Other expenses369

EBITDAF (New standards)-16515

1

Comparative financial statements for FY2018 will be restated

under new IFRS for the FY2019 Interim and Annual Reports

2

IFRS 15 will be reflected in Operating Statistics from Q1 FY2019;

Electricity Sales VWAP will be negatively impacted

FOR FURTHER INFORMATION >> TIM THOMPSON | HEAD OF TREASURY & INVESTOR RELATIONS T. 0275 173 470 E. INVESTOR@MERCURY.CO.NZ

---

OUR 2018
ANNUAL REPORT

02 OUR MISSION: ENERGY FREEDOM
04 AT A GLANCE

06 CHAIR & CHIEF EXECUTIVE UPDATES

18 OUR SUSTAINABILITY STATEMENT

22 24 HOURS OF WONDERFUL ENERGY

26 NEW THINKING AND HIGH PERFORMANCE TEAMS

30 KEEPING THE POWER COMING

34 CONNECTING WITH COMMUNITIES

38 GROWING SOLUTIONS TO CLIMATE CHANGE

42 FINANCIAL COMMENTARY

46 YOUR DIRECTORS

47 OUR EXECUTIVE TEAM

Energy Freedom is an outcome sought for all New Zealanders.
It is about New Zealand being less vulnerable economically and

better off environmentally through better use of homegrown

renewable energy.

OUR MISSION:

ENERGY FREEDOM.

REALISING

OUR PURPOSE

TO INSPIRE NEW ZEALANDERS


TO ENJOY ENERGY IN MORE

WONDERFUL WAYS

EXECUTING

OUR STRATEGY

DELIVERING CUSTOMER


ADVOCACY

LEVERAGING CORE STRENGTHS

DELIVERING SUSTAINABLE


GROWTH

BUILDING ON

OUR FOUNDATION >

WELLBEING

OF OUR PEOPLE AND


CUSTOMERS

02 // 03

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

LIVING
OUR ATTITUDE

ACHIEVING

OUR GOAL

TO BE NEW ZEALAND’S


LEADING ENERGY BRAND

COMMIT

& OWN IT

SHARE &

CONNECT

CURIOUS

& ORIGINAL

BUILDING ON

OUR FOUNDATION >

COMMERCIAL

COMMERCIALLY ASTUTE


DECISIONS

KAITIAKITANGA

THE CUSTODIANSHIP OF


NATURAL RESOURCES

FINANCIAL
COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

91


EVs IN

OUR FLEET

Mercury is an electricity generator,

retailer and metering provider

whose purpose is to inspire

New Zealanders to enjoy energy

in more wonderful ways.

We have a long heritage in

renewable electricity generation.

Hydro and geothermal power

stations operated by Mercury

generate renewable energy

sufficient for 850,000 New Zealand

homes. This year we expanded our

renewable reach through the

acquisition of a 19.99% stake in Tilt

Renewables (Tilt) which has a

growing portfolio of wind and solar

projects in Australasia. We also

have our own consented windfarm

development options in the lower

North Island of New Zealand.

Mercury serves customers through

the Mercury brand and other

specialty brands, including the

leading prepay service GLOBUG.

Mercury’s smart metering

business, Metrix, enables better

energy choices through data.

We have a growing solar business,

Mercury Solar, with expertise in

battery and off-grid solutions.

Research and development is

also something we do: Mercury

is pioneering a scalable, national

grid-connected Tesla battery.

We support our people to be high

performers through a commitment

to wellbeing, inclusion and

development.

Our mission of Energy Freedom is

pursued in many ways, including

through the electrification of

transport. Four years ago, Mercury

identified the electrification of

transport as New Zealand’s

greatest opportunity for reducing

carbon emissions. We encourage

the adoption of electric vehicles

(EVs) and electric bikes (e.bikes)

and partnering on non-home

charging infrastructure and data.

Our goal is to be New Zealand’s

leading energy brand: inspiring,

rewarding and making things easy

for our customers.

388K

CUSTOMERS

2,181 solar customers

243 customers on

EV package

CUSTOMERS

341,286 residential

41,987 commercial

1,857 industrial

2,770 spot

2 geothermal joint ventures

4 formal iwi partnerships

10 community & commercial

partnerships

AT A GLANCE.

16


PARTNERSHIPS

04 // 05

> MERCURY
606 in Auckland

105 in Hamilton

18 in Taupo

57 in Rotorua

105 in rest of New Zealand

525


MALE

4,947 GWh of hydro

generation

2,757 GWh of

geothermal

generation

Services include:

> Providing electricity

consumption data

> Maintaining &

servicing assets

> Installing

infrastructure

891


EMPLOYEES

366


FEMALE

413K


SMART METERS

14


POWER

STATIONS*

19.99%


SHAREHOLDING

IN TILT

+

Not 100% owned by Mercury.

Geothermal stations

Hydro stations

R&D Centre

> INDUSTRY

FY2018 MARKET SHARE

GENERATIONSALES

14%19%

KARAPIRO

ARAPUNI

WAIPAPA

MARAETAI

I AND II

WHAKAMARU

MOKAI

+

OHAKURI

ATIAMURI

KAWERAU

ARATIATIA

NGATAMARIKI

NGA AWA

PURUA

+

LAKE TAUPO

ROTOKAWA

AUCKLAND

* Two are partnerships with Maori land trusts

FY2018FY2017

YOY

CHANGE

GENERATION VOLUME

(GWh)

770475332.3%

MARKET CAP

($bn as at 30 June)

4.594.57

NET DEBT

($bn as at 30 June)

1.251.04

HIGH QUALITY AND ALIGNED
EXECUTION ACROSS A BROAD

AND COMPLEX RANGE OF

ACTIVITIES HAS BEEN A

HALLMARK OF THIS YEAR.

JOAN WITHERS

CHAIR

06 // 07

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

ACROSS KEY FINANCIAL, BRAND
AND PEOPLE METRICS, WE HAVE

SET NEW RECORDS IN FY2018.

FRASER WHINERAY

CHIEF EXECUTIVE

Last year I highlighted the momentum
evident across the business under

Mercury’s new brand. That momentum

delivered record customer satisfaction

results, record employee engagement

and record financial results. This year

it is extremely heartening for me to see

a continuation of this performance, with

strong results set in these same areas.

Employee engagement was 81.5%

(FY2017 81%). Customer satisfaction

was 63% (FY2017 64%). And Mercury

has once again achieved record earnings

(EBITDAF) of $561 million, up 7% on

FY2017, following a second year of

record generation.

We made progress with our sustainable

growth strategy through the purchase

of a 19.99% stake in NZX and ASX-listed

Tilt (NZX:TLT) for nearly $144 million, or

$2.30 per share.

Mercury also completed an on-market

share buyback programme acquiring

nearly 15.6 million ordinary Mercury

shares (1.1%) for total consideration of

NZ$50 million, or NZ$3.21 per share.

Consistent with the 2014 buyback, the

shares are being held as treasury stock

to provide greater balance sheet

flexibility.

The buyback and Tilt investment have

lifted the company’s gearing. We target

a standalone rating of BBB (upgraded

to BBB+ because of the Crown’s 51%

shareholding) and at 2.0 we remain at

the conservative end of S&P’s indicative

range of 2.0x to 3.0x debt to EBITDAF

ratio. I make further comment on our

capital management initiatives later in

this report.

Concurrent with this extensive activity,

Mercury received significant external

recognition, with 22 awards won across

the organisation through the financial

year. These included awards for our

contact centre (teams and individuals);

for our marketing (two major awards for

our brand work); for our innovation (our

Auckland R&D Centre); for our legal

team; and two awards for our people:

Workplace Engagement Programme

of the Year and Best Workplace.

OUR RETURNS

Due to levels of rainfall higher than

average across almost the entire year,

Mercury’s hydro generation of 4,947GWh

was 223GWh up on FY2017, a new record.

Total Shareholder Return (TSR), or the

return from dividends paid and share

price changes, within FY2018 was 7.5%.

TSR was negatively impacted by our

removal from the MSCI global standard

index, as the significant share price

escalation of A2 Milk (NZX:ATM)

triggered its inclusion in our place. Given

the number of funds mandated to follow

the MSCI index, this event resulted in

record levels of shares transacting over a

very short period of time.

The Board is pleased to be returning

$207 million in total ordinary dividends

to our nearly 85,000 owners, including

the Crown, from cash flows generated

through the year. Details of our final

ordinary dividend are outlined later in

this update.

ALIGNED EXECUTION.

On behalf of your Board it is my pleasure to report to you,

our owners, on Mercury’s results for FY2018.

CHAIR’S UPDATE

While delivering strong financial results,

Mercury continues to play a broader role

in support of its customers, communities

and the country that distinguishes the

business in a highly competitive market.

During the year Mercury continued to

influence the national narrative on

energy and transport innovation,

promoting the electrification of transport

and initiating a scalable national grid

connected 1MW/2MWh battery trial to

be commissioned in August 2018.

As a board, we are delighted with the

role Chief Executive Fraser Whineray has

played in being a very early protagonist of

the benefits to be gained by the country

moving to a renewable energy target,

rather than just a renewable electricity

target, and the importance of the

electrification of vehicles as part of that

goal. We also influenced the regional

narrative on water, working collaboratively

with iwi and other stakeholders who desire

long-term sustainable outcomes across

the Waikato River catchment. Mercury

co-led a multi-stakeholder visit across

three Australian states to the complex

and diverse Murray Darling basin in

August 2017.

Mercury also influenced the sector’s

narrative on safety. This year the sector’s

StayLive workplace safety programme,

strongly supported by Mercury, won the

Electricity Engineers’ Association’s

workplace safety award, while Mercury

advanced its detailed process safety

programme across its Mokai, Ngatamariki

and Rotokawa geothermal sites in

collaboration with other geothermal

operators.

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

08 // 09

PEOPLE, LEADERSHIP
AND GOVERNANCE

High quality and aligned execution across

a broad and complex range of activity has

been a hallmark of this year, which Fraser

will outline in his update.

As a board, we are absolutely committed

to delivering the best possible governance

to the Company. Again, this year, we have

conducted an externally facilitated board

performance review. Our board has been

acknowledged in the highly regarded

Corporate Confidence Index which

measures institutional confidence in 50

major listed companies across Australia

and New Zealand as being in the top six

in critical areas such as effective board,

high standard of corporate governance

and appropriate board composition.

The composition of our board is always

under review and this year we were

delighted to have Scott St John join us.

Scott’s investment banking and wider

commercial background is a valued

addition to our mix of skills and

experience. You can see the graphical

description of those skills on page

34 of our 2018 Financial Report.

I announced at the 2016 Annual

Shareholders’ Meeting that I would not be

seeking re-election beyond my current

term which will end at the 2019 ASM.

Succession planning for my replacement

as Chair is underway and we are blessed

in that we have a number of high calibre

contenders currently sitting as directors.

Under our constitution the Minister of

Finance must approve the appointment

of the Chair and I have great confidence

your board will provide an excellent

successor for ratification.

Mercury has been and continues to be

a strong supporter of the Future

Directors programme which aims to

improve the pipeline of younger talent

coming into governance. We said

farewell to Nicky Ashton in December

and we have just appointed Anna

Lissaman, Director of People and Talent

at TVNZ, to the Future Director position

for an 18-month period from 1 July 2018.

Within the business, there has been

considerable focus on making human

capital a competitive advantage for

Mercury through the development and

implementation of a High Performance

Team framework. This has focused very

much on how formal and informal

teams interact, self-diagnose and

improve team performance.

Our commitment to the wellbeing of

people at Mercury is fundamental to the

sustainability of our business. Our goal

continues to be Zero Harm. We were

unsuccessful in that goal, though we are

very pleased to report that there were no

serious injuries this year.

$561M

RECORD EARNINGS

7.5%

TOTAL

SHAREHOLDER

RETURN

4,947GWh


A NEW RECORD

HYDRO GENERATION

MERCURY CONTINUES

TO PLAY A BROADER

ROLE IN SUPPORT OF

ITS CUSTOMERS,

COMMUNITIES AND

THE COUNTRY THAT

DISTINGUISHES THE

BUSINESS IN A HIGHLY

COMPETITIVE MARKET.

Our measure, Mercury’s total recordable
injury frequency rate (TRIFR), was 0.87

(down from 1.05 FY2017). Eighty-nine

percent of employees confirm that

Mercury cares about the wellbeing of its

people, compared with the 2017

benchmark across all New Zealand

organisations of 79%.

RETURNING VALUE

As noted earlier, your Board is pleased

to be returning a total of $207 million to

our owners, including the Crown, for the

full year.

The final ordinary dividend is 9.1 cents

per share, fully imputed. This brings

the full year fully imputed ordinary

dividend to 15.1 cents per share, up from

14.6 cents per share in FY2017.

This represents an increase of 0.1 cents

per share on guidance as a result of

fewer shares on issue following our

share buyback.

Mercury’s dividend is consistent with

our policy to make ordinary distributions

with a pay-out ratio of 70% to 85%

of free cash flow on average through

time. This return to shareholders

represents the tenth consecutive year

of ordinary dividend growth.

Mercury’s final dividend will be paid to

shareholders on 28 September 2018.

Our capital management initiatives

support Mercury’s investment-grade

credit rating (BBB+), which was

reaffirmed by S&P Global Ratings in

December 2017.

We have issued guidance for the FY2019

year based on forecast hydro generation

of 4,200GWh, 200GWh above average

based on catchment inflows and

generation year-to-date.

EBITDAF guidance for FY2019 is

$515 million, subject to any material

events, significant one-off expenses

or other unforeseeable circumstances

including hydrological conditions.

Ordinary dividend guidance has

been issued at 15.5 cents per share,

an increase of 2.6% on FY2018, again

reflecting fewer shares being on issue

following our share buyback.

Stay-in-business capital expenditure

guidance is $95 million due to planned

hydro, geothermal and technology

investments in FY2019, as well as

investment in people and culture

through Mercury’s Auckland office

consolidation to Newmarket.

CONNECTING

I look forward to providing an update

on Mercury’s business performance and

strategic priorities at our ASM in

Auckland. This year’s meeting will be held

earlier than in the past, on 28 September.

This has been arranged following

feedback, expressing a desire for us to

discuss our results with you, our owners,

in closer proximity to them having been

finalised. Owners not able to attend can

follow proceedings on a live webcast and

you can cast a proxy vote on any

resolutions by post or online.

We will also talk about our business

at a retail investor roadshow at a

number of locations around the country

late in the first half of the new financial

year.

CONCLUSION

What has heartened me most through

the year has been the strong alignment

evident across Mercury as we build on

our heritage through quality execution

of our strategic plan.

I extend my sincere thanks to my

colleagues on the board and I especially

want to pay tribute to our Chief

Executive Fraser Whineray, his executive

group and all our team members across

the country for their dedication,

commitment and contribution to

Mercury’s achievements. I gratefully

acknowledge our customers, partners,

other stakeholders and you, our owners,

for your continued trust and support.

JOAN WITHERS, CHAIR

ORDINARY DIVIDEND GUIDANCE HAS

BEEN ISSUED AT 15.5 CENTS PER SHARE,

AN INCREASE OF 2.6% ON FY2018.

10 // 1110 // 11

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

Across key financial, brand and people
metrics, we have set new records in

FY2018 above the previous records

achieved in FY2017. We are pleased to

have advanced these in strong

alignment with our mission of Energy

Freedom; for customers and the country.

A fundamental driver of performance

has been a clear customer-led

approach backed by a comprehensive

lift in leadership capability throughout

Mercury. The team is in very good shape,

has a clear direction and is showing

strong momentum early in FY2019. The

year ahead will see our growth strategy

take a stronger prominence, building on

our underlying core business execution.

FINANCIAL

PERFORMANCE

It rained. The resulting record Waikato

Hydro scheme generation was the

primary driver in lifting EBITDAF to

record levels. However, capturing value

from those inflows would not have been

possible without the expertise and efforts

of our people. In flood or drought, teams

throughout the company dynamically

manage planned and unplanned plant

maintenance, our portfolio and wholesale

markets positions and hundreds of

resource consent conditions as part of

environmental stewardship.

It continues to be clear that the value of

the Waikato Hydro scheme as a buffer to

nature’s volatility is as fundamental to

the Waikato community as it is for its

contribution to New Zealand’s renewable

electricity generation. Absent the

Waikato Hydro scheme, the rainfall over

the last few years, particularly with the

ex-cyclones of 2017, would have likely

resulted in extensive environmental and

public and private asset damage around

Taupo and throughout the lower Waikato.

We continue to enjoy a very strong

relationship with the Waikato Regional

Council who is the flood and drought

manager for the catchment and is the

critical co-ordinator in balancing matters

across the catchment in such events.

Stay-in-business capital expenditure

(SIB CAPEX) of $112 million reflected

high quality execution across hydro,

geothermal and technology platforms.

The reinvestment programme is critical

to our sustainability and delivery of

renewable energy over the long-term for

New Zealanders. The story of our Aratiatia

refurbishment is told later in this report.

We have continued a very strong run

on cost management with operational

expenditure (OPEX) remaining flat at

$214 million for five years. We are

forecasting to maintain the same levels

in FY2019.

TEAMWORK

We have invested in ourselves and our

teamwork this year, and the results are

strong. On the back of our FY2017

employee survey results we were assessed

as the best workplace in New Zealand

(IBM enterprise category, IBM Best

Workplace Awards). The internal aspects

of our rebranding to Mercury also resulted

in Mercury receiving recognition at the

New Zealand HR Awards 2018 for the

Workplace Engagement Programme of

the Year.

In FY2018 our people lifted their

engagement to even higher levels. Latterly,

this has been through the roll out of a High

Performance Team framework to support

inclusion, performance and alignment.

Our annual employee survey saw our

engagement index strengthen further

to 81.5% from last year’s 81%. The survey

also identified that 94% of our people

agree or strongly agree that Mercury is

committed to the health and safety of

our people. The highest employee survey

result was in response to the statement

that Mercury takes its environmental

responsibilities seriously (95.6%).

SAFETY, WELLBEING

AND INCLUSION

I am especially pleased that there were

no serious injuries for employees and

on-site contractors throughout the year,

particularly given the very high levels of

plant reinvestment activity. StayLive, a

large generator and transmission safety

information sharing group, received its

first external award. This co-operative

approach to safety, established by

Neal Barclay (now Chief Executive of

Meridian), Bob Weir (then Genesis

Energy) and myself eight years ago,

continues to provide real and growing

value to participants.

A very large safety investment was made

during the year resulting in the submission

of three geothermal safety cases to

WorkSafe for review, reflecting a process

safety approach at those sites. We are

also investing in process safety cases in

specific areas elsewhere in the business

for key customer and hydro risks.

Since rebranding two years ago, Mercury has continued to

accelerate the execution of its strategy to deliver customer

advocacy, leverage core strengths and achieve sustainable growth.

CUSTOMER,

COMMUNITY,

COUNTRY.

CHIEF EXECUTIVE’S UPDATE

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

12 // 13

Wellbeing and inclusion continue to
be focus areas that underpin effective

delivery of our strategy. They are reported

on further in the governance section of

this report.

On behalf of everyone at Mercury,

I acknowledge the passing during the

year of two employees who made a

wonderful contribution to Mercury,

Dave Keppel and Eucharist (Naisa)

Ng Shiu. Dave and Eucharist are

fondly remembered, and our thoughts

are with their families.

ENJOYING THE ENERGY

Our brand continues to strengthen, with

awareness and satisfaction measures

reaching record levels during FY2018.

This is in part driven by our campaign to

take the message about New Zealand’s

renewable energy advantage – and Energy

Freedom – from the head to the heart.

We have brought this to life through the

story of customers enjoying life through a

classic ’57 Ford Fairlane converted to the

wonderful energy of electricity thanks to:

a specialist Dunedin workshop, Control

Focus; a Hamilton power electronics

company, Scott Drive; a bus-strength

electric motor from Siemens, Germany;

and a lot of creativity from our marketing

team and our agency FCB.

More than 80% of New Zealanders

love our EV ad campaign which has

translated to record high positivity

toward Mercury.

There is a very important New Zealand

narrative behind Mercury’s extensive and

four-year strong campaign on electric

vehicles, namely the country’s Energy

Freedom. At our 2014 ASM we committed

to 70% of our vehicle fleet being electric in

2018. We achieved that one year early, with

one of New Zealand’s largest business

sector EV fleets of 91 vehicles. We also

predicted at the time that the number

of EV’s sold would exceed the number

of solar installations if the facts of the

environmental and economics benefits

became well known. This milestone was

reached for New Zealand in October 2017.

Mercury continues to focus on the things

our loyal customers tell us they want;

inspiring, rewarding and making things

easy for them.

WE HAVE CONTINUED A VERY

STRONG RUN ON COST MANAGEMENT

WITH OPERATIONAL EXPENDITURE

REMAINING FLAT AT $214M

FOR FIVE YEARS.

891

EMPLOYEES

94%

EMPLOYEES CONFIRM

MERCURY IS COMMITTED

TO HEALTH AND SAFETY,

COMPARED TO ALL

ORGANISATIONS

BENCHMARK OF 85%

91%

EMPLOYEES WHO CONFIRM

THAT MERCURY HAS A CLEAR

VISION OF WHERE IT IS

GOING, COMPARED TO 2017

ALL NZ ORGANISATIONS

BENCHMARK OF 76%

1

1 IBM Workplace Engagement Survey Benchmark

MORE THAN 93,000 CUSTOMERS ENJOY
DETAILED ENERGY USAGE DATA THROUGH

OUR GEM SYSTEM.

90K

CUSTOMERS ENJOYED A

JUNE FREE POWER DAY

Customers have continued to enjoy

wonderful experiences on e.bikes. More

than 1,200 people are estimated to have

ridden e.bikes at Mercury ride days, and

e.bike ownership continues to grow

strongly. A partnership with Big Street

Bikers in downtown Auckland introduced

a solar powered e.bike “rechargery”, a

bike-by-the-hour scheme, as well as

rent-to-buy options with discounts for

Mercury customers.

Mercury’s Free Power Day concept is

always well subscribed. Around 90,000

customers enjoyed a June Free Power

Day. One long-term customer and owner,

Mr Warren Johns, later in this report

wonderfully tells his story of how this day

inspired him to clean, bake and connect

with friends in his home of over 50 years.

INNOVATION

Our approach to innovation is to be

alongside our customers as

opportunities are tested and proven to

be viable, feasible and desirable – not

just one or other of these measures.

More than 93,000 customers enjoy

detailed energy usage data weekly

through our GEM system. Through GEM

our customers have, for more than five

years now, been able to understand their

energy consumption down to the

half-hour, receive estimates of their

consumption by usage in the home,

receive emails predicting their month

end bill and also weekly updates to help

them manage consumption in near real

time. We have launched a loyalty

focused customer app for smart devices,

the current release of which incorporates

access to these on-line GEM features.

Our digital experience (DX) team has

been working on smart device voice

activated services with Amazon’s Alexa,

the first energy company in New Zealand

to do so.

Many of our customers experienced

power outages during April’s storms.

Using our Incident Management Plan,

we implemented a widespread and

coordinated effort across our metering

and retail teams to minimise the

consequences to our customers. This

included placing a team from our

award-winning contact centre into a

network company to reduce its call

queues and creatively meshing smart

meter data to more accurately identify

affected homes to help network

companies with power restoration.

MEETING CUSTOMER

NEEDS

GLOBUG continues to be New Zealand’s

largest pre-pay electricity provider.

We work closely with various social

services around the provision of

this pre-pay product which, by

design, helps avoid the potential

for customers to build up

unmanageable debt.

GLOBUG gets considerable

media attention at times,

partly because of some of

the vulnerable customers

that it helps. We remain

committed to this product

for the role it plays in giving

consumers choice. GLOBUG

customer numbers, despite high

churn, are relatively flat year on year,

1,200

CUSTOMERS HAVE

ENJOYED RIDING

MERCURY E.BIKES

GLOBUG CONTINUES

TO BE NEW ZEALAND’S

LARGEST PRE-PAY

ELECTRICITY PROVIDER

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

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PEOPLE

COMMERCIAL

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BUSINESS

FUNDAMENTALS

14 // 15

showing that this is a very important
part of the market. The data clearly

shows that GLOBUG’s net impact is to

keep the lights on.

OUR VOICE

Consistent with my report last year, we

continue to work towards a reset of

distribution pricing settings and are

engaged in a number of trials with

network companies. We remain highly

focused on seeing New Zealand adopt

a low carbon energy target, and ideally

removing the renewable electricity target.

We will continue to promote the

electrification of transport, in its many

forms including heavy transport, as this

country’s greatest achievable opportunity

for reducing carbon emissions. We will

continue to engage with decision makers

to convey the importance of deep energy

storage for New Zealand’s security of

supply (and Energy Freedom).

We intend to ramp up our activity in

FY2019 to influence Government,

NGOs and the business sector to focus

on meaningful, scalable and connected

solutions to climate change which fit a

New Zealand context. I am concerned at

the tendency towards ‘window-dressing’

that masks big carbon emissions by

reporting small advances in reporting or

offsetting. “Every little bit” does not

always help when it results in countries

and their citizens misallocating their

time, effort and capital to tackle a global

issue which commands only our best

collective performance.

GUARDIANSHIP

Our ultra long-term approach has seen

us continue to focus on kaitiakitanga, or

guardianship, of the resources and

environment that support our

contribution to New Zealand.

During the year Mercury, working

alongside iwi partners and other

stakeholders, arranged a study tour of

Australia’s Murray/Darling catchment to

korero, grow relationships, and consider

how collaboratively we can support the

best long-term outcomes for the health

and wellbeing of New Zealand’s most

essential water catchment.

We also continue to invest in

maintaining our hydro and geothermal

assets. This important work builds on the

legacy of those who created them over

the course of nearly a century so that

they contribute the future of local

communities and to New Zealand for

many decades to come.

As but one example, at our Kawerau

geothermal station we replaced the

turbine after 10 years of service in the

largest planned shut undertaken at the

site. Ongoing curiosity, a common goal

and strong teamwork saw the plant

achieve daily records and make

sustainable production gains across the

year. On a recent visit I was delighted to

hear from Dean Cowell, who has been a

plant operator and technician of the

complex facility since opening in 2008,

express that the teamwork was the best

he had ever known it. There are many

similar stories of quality teamwork and

execution throughout Mercury.

GROWTH

In previous annual reports we have

outlined our strategy for growth. An

opportunity taken this year was the

purchase of a 19.99% stake in Tilt.

Tilt is well established in Australasia,

both in terms of its expertise and its

own growth through solar and wind

developments. This purchase allows

Mercury to benefit from Australia’s

necessary transition towards levels of

renewable electricity that New Zealand

has largely achieved. It fits within a

broader context of wind growth and

development, a journey we have been

on now for more than a decade.

Mercury also participated in AGL’s

divestment process to purchase their

smart metering business in Australia,

though we were unsuccessful.

19.99%

STAKE PURCHASED

IN TILT RENEWABLES

MARKET CONDITIONS
Wholesale market conditions have

become more volatile with the supply/

demand mix rebalancing in combination

with periods of average to below average

national hydrology. Such volatility plays

into the strengths of the Waikato Hydro

scheme, the North Island’s largest

peaking plant.

In FY2019 we look forward to New

Zealand's Aluminium Smelter (NZAS)

increasing national electricity demand

by more than 1% with the restart of its

fourth potline at Tiwai Point. This is a

positive development for New Zealand-

sourced aluminium relative to carbon

intensive Australian production.

CAPITAL STRUCTURE

We have strengthened our capital

structure by buying back $50 million

of Mercury shares for an average price

of $3.21 per share. In combination with

a buyback in 2014, we now have 2.7%

of Mercury’s shares as treasury stock,

meaning that existing shareholders

receive a larger proportion of the

company’s profits (reflected in a full

year dividend higher than guidance

for FY2018). It also enables Mercury

to re-issue those shares to more easily

raise equity capital to support both

opportunity and risk management.

Extensive hedging of interest rates

was taken out in 2008 prior to the

$1.4 billion domestic geothermal

development program. These are in

the process of rolling off, and we

expect a $20 million per annum benefit

to post-tax cashflow as interest costs

revert to current market levels.

Per our notification to all of our owners

in May, I apologise for the error which

saw owners’ email addresses and

Common Shareholder Numbers listed on

the Companies Office website for a time.

Once this error was identified we made

every effort to communicate this

transparently, quickly and clearly and

have changed the process for lodging

information to the Companies Office

to prevent a recurrence.

PARTNERSHIPS

Mercury’s partnership approach has

also created opportunities. This year we

announced a plan to trial New Zealand’s

first large scale, national grid connected,

battery electricity trading initiative.

Tesla successfully tendered for provision

of the battery, and our teams have been

working with the Electricity Authority,

Transpower and others to enable trading

back to the grid from the battery-stored

power. We look forward to sharing what

we learn over the next year following

commissioning in August 2018.

We have the largest partnerships with

commercial Maori entities of any NZX

company. The investment in geothermal

from those entities, ourselves and

Contact Energy of more than $3 billion

between 1996 and 2014 was responsible

for the displacement of large quantities

of base load thermal generation from

the New Zealand electricity system.

This drove the largest reduction in

New Zealand’s total greenhouse gas

emissions over that decade and made

geothermal, the only commercial

weather independent renewable fuel

system, the number two source of

electricity in New Zealand, behind hydro.

$112M

STAY-IN-BUSINESS CAPITAL

EXPENDITURE INCLUDED

DELIVERY OF KEY

TECHNOLOGY PROJECTS AND

PLANT REFURBISHMENT

WE HAVE THE LARGEST

PARTNERSHIPS WITH

COMMERCIAL MAORI

ENTITIES OF ANY NZX

COMPANY.

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

16 // 17

THIS YEAR WE ANNOUNCED A PLAN
TO TRIAL NEW ZEALAND’S FIRST

LARGE SCALE, NATIONAL GRID

CONNECTED, BATTERY ELECTRICITY

TRADING INITIATIVE.

In combination with New Zealand’s first

and largest carbon off-take tender in

2010 of circa $100 million over 15 years

covering some 10,000 hectares linked to

specific new growth forests, Mercury is

carbon positive (our carbon offsets

exceed our carbon creation). Our

approach is to address those things that

make a difference with substantive

action, and we will continue to challenge

“window dressing” by those who should

be doing more.

We acknowledge and recently celebrated

the recent 20-year anniversary of the

Rotokawa geothermal facility which was

opened on 27 June 1998 by the late

Kurupai Whata of Ngati Tahu, a mana

whenua of the area.

OUR PROGRAMME

OF WORK

Last year’s annual report (p18)

highlighted the key initiatives across our

brand, digital assets, generation assets

and people we expected to complete in

FY2018. All have been achieved.

For FY2019 we highlight the following

key activities:

• Continuing to promote New Zealand’s

competitive advantage in low-cost

renewable energy to key Government

and regulatory decision makers,

• Actively investing in material growth

strategies,

• Embedding our High Performance

Team framework,

• Ongoing development of our brand,

customer loyalty and digital offerings,

• Ongoing major hydro refurbishment

at Aratiatia, Whakamaru and Karapiro,

• Research and development

projects including the grid scale

battery, solar product development,

silica extraction from geothermal

fluids and e-mobility extensions,

• Further leverage of our metering

data services platforms,

• Resolving long-standing distribution

pricing signals for retailers that are

compatible with new technology,

• Enhancing the long-term water

quality of the Waikato Catchment.

OUTLOOK

We have started FY2019 strongly. With

quality execution against our clear

mission and strategy from an engaged

Mercury team we expect to grow value

for our consumers, communities, people,

country and owners this year.

Over the past four years we have taken

very deliberate steps to simplify and

reinvest in the business. The core

business is performing strongly, though

delivering only incremental growth in a

very challenging retail environment. We

expect to take more meaningful steps

towards growth in the next couple of

years. However, as we have demonstrated

in the last few years, a commercially

disciplined approach is essential.

We continue to listen carefully to all of

our stakeholders, in particular the new

Government, with its focus on value,

fairness and choice for customers;

renewable energy; and the regional

economy. We have been delivering in

these areas and will ensure that they

continue to be emphasised.

On behalf of everyone at Mercury I thank

you again for being part of our story.

There is much more to be done to

achieve our mission of Energy Freedom,

and progress is very encouraging.

Together we are Mercury.

Energy made wonderful.

Nga mihi nui ki a koutou katoa.

FRASER WHINERAY, CHIEF EXECUTIVE

During FY2018 Mercury reviewed its approach to integrating sustainability. The starting
point was a discussion around the need for a specific statement: something that

conveyed simply and concisely our view of sustainability as an essential element of the

way we operate, Our Direction.

The resulting statement (above) speaks of Energy Freedom, our mission, and also our

vision of sustainability, not just for Mercury, but for New Zealand. Internally it is

supported by five pillars: customer, people, commercial, partnerships and kaitiakitanga;

and associated focus areas. Our statement signals clearly that we fully intend to build

on our proud history for the next century and beyond.

SUSTAINABILITY AT MERCURY IS ABOUT

ENERGY FREEDOM, BUILT ON OUR

FIVE PILLARS OF CUSTOMER, PEOPLE,

COMMERCIAL, PARTNERSHIPS AND

KAITIAKITANGA. OUR HISTORY GOES

BACK ALMOST ONE HUNDRED YEARS

AND WE INTEND TO BE HERE FOR AT

LEAST A HUNDRED MORE.”

OUR

SUSTAINABILITY

STATEMENT.

18 // 19

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

FOCUS AREAS:
Brand

Loyalty

Experience

FOCUS AREAS:


Operational

Excellence

Generation Development

Sustainable Growth

FOCUS AREAS:


Natural Resources

Climate Change

Assets

FOCUS AREAS:


High Performance

Teams

Safety and

Wellbeing

Capability and

Development

FOCUS AREAS:


Industry/Research

Iwi

Government

INTEGRATED THINKING

Mercury understands that integrating sustainability means

taking an ultra long-term view which guides our thinking, our

business planning and the way we operate on a day to day basis.

In FY2018 we took a step back, conducting a detailed review of

past disclosures, included revisiting our stakeholders, their

expectations of us and the things that they consider important.

The result is a simplification of the language used to describe

our five pillars and the refinement of associated focus areas.

The focus areas are a consolidation and rationalisation of the

twenty-two elements of a materiality matrix included in our

FY2017 annual report.

The executive then challenged themselves to consider the

future and created statements, for each of the focus areas to

succinctly describe what success will look like in 2028 if we

have met stakeholder expectations. Theses ten-year forward

statements continue to be worked on and through FY2019 will

be shared and discussed more widely with our people and our

stakeholders.

PILLAR:

COMMERCIAL

PILLAR:

CUSTOMER

Inspire, reward,

make it easy

PILLAR:

PEOPLE

PILLAR:

PARTNERSHIPS

PILLAR:

KAITIAKITANGA

FINANCIAL
COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

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BUSINESS

FUNDAMENTALS

INTEGRATED

REPORTING <IR>

Mercury continues to integrate

sustainable business practice, refining

our approach and the language used, to

enable transparent and easily understood

disclosures. We think it important to

clearly convey our views and intentions.

To ensure our future disclosures meet

the expectations of shareholders and

investors we mapped our pillars and

focus areas against the International

Integrated Reporting Framework <IR>.

The <IR> requires organisations to reflect

on six capitals that are essential for value

creation. The capitals: natural, social and

relational, manufactured, intellectual,

human and financial, also need to be

considered from the perspective of

minimising future risks to the business

or “value destruction”.

The process resulted in Mercury being

able to map a close correlation between

our focus areas and the six capitals. It

also confirms we can continue to report

and communicate our performance in a

language that is already very familiar to

our internal and external stakeholders.

As a first step the scorecard is being

used to review all FY2019 to FY2023

business unit plans and create a

rolled-up group plan.

NEXT STEPS

The first step was to take our pillars and

focus areas and create a sustainability

scorecard. The scorecard: informs and

guides the internal business planning

process; provides a consistent approach

to shorter term, one and three-year

planning cycles and enables Mercury to

continue to embrace, and further

integrate, sustainability.

We have already started to engage our

people on integrating sustainability with

specific workshops and presentations to

enterprise and business leaders,

supported by internal communications.

They are therefore directly involved in

looking at existing and potentially new key

performance indicators (KPIs), measures

of success and targets that Mercury can

use to measure its performance.

This annual report is another example of

a channel to communicate our

intentions and inform and educate our

stakeholders, including our owners, and

we welcome any feedback you may have.

We have included the symbols that

represent our five pillars throughout this

report to reflect the integrated thinking

now underway.

We will continue to develop our use of

the integrated reporting framework and

other frameworks such as GRI and the

United Nations Sustainable Development

Goals (SDGs) to ensure our disclosures

reflect global standards.

Taking this comprehensive approach to

integrating sustainability reduces

business risks, identifies potential

opportunities and guides engagement

with all our stakeholders. We will

continue to review and report openly and

honestly on our performance on a

regular basis to ensure the utmost

transparency and we look forward to

sharing our progress with you.

<IR> capitals weighted to

Mercury’s Focus Areas

SOCIAL RELATIONAL 27%

INTELLECTUAL 4%

FINANCIAL 28%

HUMAN 11%

MANUFACTURED 15%

NATURAL 15%

20 // 21

24 HOURS OF
WONDERFUL

ENERGY.

Friday 6 June, 0005 hours. It might be the small hours of

the morning, but one home in Auckland is glowing with light.

A washing machine starts its first cycle of woolly jumpers,

bedding and tea towels.

Friday 6 June, 0010 hours. A stove switches on, and a pot

of pea and ham soup is underway.

Friday 6 June, 0025 hours. On goes a heater. It stays on

for another 19 hours. The oven starts, ready for three fruit cakes

and a loaf, all waiting to be baked.

And so begins Warren Johns’ day. He

had his Free Power Day booked for 6

June and was up at 12 o’clock that

morning to make the most of it.

Seven loads of washing completed.

Four cakes baked to share with friends.

Two hot baths while the rain pattered

outside. One batch of slow cooked

lamb shanks simmering in the oven.

All of this inside a warm toasty house

with National Radio playing in the

background.

Each of these activities by themselves

might not seem like much but together

they become something quite special

– showing how electricity really delivers

a whole host of wonderful options.

Mr Johns, who lives in his family home,

has continued the relationship his parents

had with us as the original owners of his

home. All up, they’ve been loyal Mercury

customers for nearly 20 years – right

back to day one of our company’s history.

He is also one of our investors.

Our relationship with him has grown over

time thanks to a series of inspiring,

customer-focused initiatives. Our newest

advocate for electric vehicles – a 1957

Ford Fairlane converted to plug-in electric

and christened Evie – is another great

example of “energy made wonderful”.

A self-confessed vintage and classic car

enthusiast, Mr Johns saw Evie at the

‘Galaxy of Cars’ show earlier this year. It

reminded him of his father’s 1937 Ford

V8 Coupe. So he talked to our

Mercury team, who were on site,

about Evie's vitals:

| 2.2 m wide | 5.5m long | 2.2 tonnes |

218 battery cells | 50 kWh capacity |

2 hour charging |

He has had a number of conversations

with us during his time with Mercury,

but never about a car.

It is a powerful illustration of how our

customer promise – to inspire, reward

and make things easy – has value across

the business. Through partnerships and

connecting it helps us learn about

what customers expect and value,

and that guides innovation. It also

allows us to show people the real value

of New Zealand’s renewable energy.

CUSTOMER

22 // 23

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

VISIT OUR FACEBOOK PAGE FOR MORE
STORIES OF WHAT OUR CUSTOMERS

DID WITH THEIR FREE POWER DAYS.

Please visit facebook.com/mercurynz

90K
FREE POWER

DAYS ENJOYED

42K

FACEBOOK

ENGAGEMENTS

420K

CONVERSATIONS

WITH OUR

CUSTOMERS

24 // 25

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

EVIE’S STORY
Evie is our beautiful 1957 Ford Fairlane,

converted from a gas guzzler to plug-in

electric.

She is the poster-child for electric

vehicles, and really brings Mercury’s

mission, Energy Freedom, to life. We

think she is the perfect symbol of our

escape from the cost (environmental and

financial) and reliance on fossil fuels.

We have long promoted the rational

benefits of electric vehicles to New

Zealanders. At an equivalent of 30c per

litre compared with petrol and delivering

2,000kgs in annual reductions in carbon

emissions, they’ve always been an easy

decision for the head.

WARREN’S STORY

Mr Johns’ story came to our attention

after he wrote to Fraser, Mercury’s Chief

Executive, to outline how he used his

Free Power Day, his appreciation of Evie

and the wonderful ways he has

interacted with our people.

Upon receiving the letter, Fraser called

Mr Johns to thank him for sharing the

story of his wonderful day. As part of

Mr Johns’ letter he also told us how

much he would love to go for a drive in

Evie one day. It was an opportunity we

couldn’t resist, so on 7 August we took

him for a ride around his neighbourhood.

See what happened when we picked him

up at: http://bit.ly/evieandwarren

Converting this classic was a way for us

to start capturing people’s hearts as well.

Evie helps people see how wonderful

electric vehicles can be.

We plan to use Evie to continue to

showcase the outstanding opportunity

New Zealand has to achieve energy

freedom through renewable electricity

powering our transport. If we raise our

sights beyond renewable electricity

targets to our overall renewable energy

use, particularly across the transport and

industrial sectors, our country could take

major steps towards reducing our overall

greenhouse gas emissions and

dramatically reduce the cost that

imported fuel has on households and

the New Zealand economy.

FIND OUT MORE ABOUT

EVIE’S STORY.

Please visit mercury.co.nz/evie

NEW THINKING AND
HIGH PERFORMANCE

TEAMS.

Three graduates (from AUT and MIT) joined Mercury

during the year as part of a programme to attract new

skills and thinking to our business while introducing our

sector to potential future leaders. The graduates spent

their first few months engaging directly with customers

in Mercury’s award-winning Contact Centre.

The graduates brought up-to-the-minute IT skills, fresh

thinking and energy. They gained and then have been

able to share with Mercury a fresh perspective and their

valuable understanding of our customers.

Our Contact Centre teams also benefitted from having

the IT graduates onboard. They contributed to process

improvements and a new system for working with

customers.

The Digital Experience (DX) team are early adopters of

Mercury’s High Performance Team framework and have

utilised this in integrating the graduates into their team.

Siobhan Flynn, a Mercury Information Communication

and Technology (ICT) graduate, and Maurice van

Leeuwen, Senior Business Analyst, ICT - Digital Delivery,

tell their stories.

Mercury’s Attitude (our values):

COMMIT AND OWN IT

SHARE AND CONNECT

CURIOUS AND ORIGINAL

PEOPLE

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SIOBHAN FLYNN
ICT GRADUATE

I started as a graduate in the ICT team last August.

I’m definitely a ‘people person’. When I was at school and studying I worked for eight years

part time in retail. I loved the customers, and now I work for Mercury it’s still all about the

connections with the people I work with, as well as knowing that the work makes a positive

difference for our customers.

One of the things that attracted me to Mercury was our

commitment to renewable energy. It’s great that Mercury

cares about what’s happening in the world, and it’s

something that people of my generation particularly relate

to. It’s rewarding to see from the inside the different ways

that Mercury tries to connect with its customers and to

think about power in different ways such as through Evie,

the classic car converted to run on electricity.

Mercury seems ready to change as the world changes.

I started off with three months in Mercury’s customer

Contact Centre. This is the first time Mercury started ICT

graduates there, and it’s an amazing way of getting to

understand the business, and actually meeting (on the

phones) a lot of Mercury customers.

New Contact Centre team members have a full four-week

induction, with lots of support for learning and there’s a

really uplifting spirit evident. In all the teams I’ve been in

there’s a feeling of being able to express yourself and be

who you really are at work, and I really like the

encouragement of individuality.

Right from the beginning in the Contact Centre, we were

asked to keep a list of anything that raised a question for

us in terms of process, systems, or how they were working.

At the end of our time there we had a meeting with the

manager and the team leads and ran through the list. We

really felt that they listened.

Starting off in the Contact Centre now helps my ICT roles.

I’m able to connect what I learned about the business and

our customers with how our IT systems and processes

impact our customers. An example is knowing the

experience our customers have when they join us. It’s been

great to have that fresh knowledge that I can share with

the rest of the ICT team.

My managers also really encourage Mercury’s 'Curious and

Original' Attitude. If there’s something I don’t understand,

or something I think isn’t quite right, I ask. My managers

have told me: “you’re here to shake up the status quo and

challenge us”. I’ve felt very empowered that I can speak up.

79%

OF EMPLOYEES AGREE THAT THIS

ORGANISATION ENCOURAGES

IDEAS AND SUGGESTIONS ON HOW

TO IMPROVE THE WAY THINGS ARE

DONE, COMPARED TO 2017 NZ ALL

ORGS BENCHMARK 71%

84%

OF EMPLOYEES AGREE THAT

COOPERATION BETWEEN

TEAMS IS ENCOURAGED IN

THIS ORGANISATION,

COMPARED TO 2017 NZ ALL

ORGS BENCHMARK OF 71%

5,100

OUR ATTITUDE E-CARDS

SENT BY EMPLOYEES TO

THEIR PEERS

527
MERCURY PEOPLE

COMPLETED AT LEAST

ONE OF OUR 69

DEVELOPMENT TRAINING

EVENTS IN FY2018

87%

OF LEADERS COMPLETED

TRAINING ON BUILDING HIGH

PERFORMANCE TEAMS

A high performance

team is a diverse group

of individuals who all have

opinions and different

thinking styles, and who

are supported to give their

best to achieve great results.

We use the collective

brain power of the team

to make things easy for

our customers – faster.

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More and more of our customers are choosing to engage with Mercury through our digital
channels. I am a member of the Digital Experience (DX) team. We work mainly on the

Mercury website and the online customer portal My Account, to make these experiences easier

and more streamlined for our customers. That’s how we connect to Mercury’s mission of

Energy Freedom. This makes business sense too, as it differentiates us from our competitors.

79%

OF EMPLOYEES AGREE THAT

THE FEEDBACK AND

COACHING THEY GET HELPS

THEM TO IMPROVE THEIR

PERFORMANCE, COMPARED

TO 2017 NZ ALL ORGS

BENCHMARK OF 67%

89%

OF EMPLOYEES CONFIRM

THAT MERCURY CARES

ABOUT THE WELLBEING OF

ITS PEOPLE, COMPARED

WITH 2017 NZ ALL ORGS

BENCHMARK OF 79%

JOIN THE TEAM AT MERCURY.

SEE OUR CAREERS PAGES.

Please visit mercury.co.nz/careers

There are seven of us in the team, representing different areas

of ICT. But it’s actually much bigger than that. The work we do

is informed by our colleagues from Marketing, Customer

Insights and the Contact Centre. They get feedback and ideas

from our customers and that filters through to us, to make the

technical changes.

I really enjoy working with the different Mercury teams,

and that the work we do has a positive impact on our

customers. It makes it easier for them to engage with Mercury.

The other thing I enjoy is the different way of working in the

DX team. In the digital world we know we need to move very

fast. With advances in technology, a year-long project might not

end up being the best solution for our customers. Our new way

of working delivers small bites of new features and continually

assesses whether we’re doing the best thing for our customers.

Every two weeks we make a plan for what we’re going to do,

with the goal to build, test and roll out something useful.

For this approach to work, the DX team members have to

have both the ability and the willingness to communicate.

This means actively contributing to discussions and also

listening respectfully to other points of view.

We also need to be able to deal with uncertainty.

Sometimes you’ve got to give something a go without

being sure of success. The two week pace of what we

deliver forces us to do that because you haven’t always

got time to explore things into the real nitty gritty detail.

The other thing is resilience. Sometimes things don’t work out.

But you learn from that and then you go forward.

I enjoy working with graduates like Siobhan. They are smart and

enthusiastic and they pick things up quickly. They’re keen to give

things a go, and they own the job and carry it through to the end.

Sometimes they’ll see things from a different perspective.

Because they’ve had experience in a different part of the

business such as the Mercury Contact Centre, they bring direct

customer focus to our team through that experience and their

conversations with customers.

The graduates ask us questions that make us question

ourselves and the way we work. It’s a real opportunity for us as a

team to talk about what we do and to learn. Sometimes you get

into a routine and it’s only when someone new comes in that

you really look at how you’re doing something. You’re delivering

stuff together, and also learning as well.

MAURICE VAN LEEUWEN

SENIOR BUSINESS ANALYST

ICT – DIGITAL DELIVERY

COMMERCIAL
KEEPING THE

POWER COMING.

A lot happens between when a raindrop falls on New Zealand’s

Central Plateau and when, 425 kilometres later after flowing

down the Waikato River, it enters the Tasman Sea. Along that

journey the water contributes to diverse ecosystems, it is enjoyed

for recreation, and some is diverted for drinking water not only for

people in towns along the way, and the city of Hamilton that it

flows through, but for New Zealand’s largest city, Auckland.

From Lake Taupo the water also drops

just over 350m to sea level: slightly more

than the height of Auckland’s Sky Tower.

That’s where Mercury comes in:

harnessing the energy as gravity exerts

its force on that water.

Mercury’s hydro generation on the

Waikato River can be traced back to

the commissioning of the Arapuni Dam

(1929), with the ninth and final station

commissioned in 1970 (Maraetai II).

The Waikato Hydro system feeds

electricity to the national grid to meet

around 10% of the New Zealand’s

electricity needs. The hydro stations,

along with our geothermal stations, are

also the commercial backbone of our

business. Over the past five financial

years, hydro has contributed 58% of

our total generation. With a view to

our overall ultra-long term sustainability

we understand our duty of care to this

critical infrastructure.

This year our multi-year, multi-million

dollar reinvestment in the Waikato Hydro

scheme passed several milestones,

including completing the successful

upgrade of the first of three units at the

Aratiatia hydro power station.

The 78MW Aratiatia station,

13 kilometres downstream from Taupo

township, was commissioned in 1964.

The Aratiatia Rapids above the station,

which have functioned as the dam’s

spillway since commissioning, are rated

as one of Taupo's top tourist sights,

showcasing a fraction of the power

harnessed by the station's three

generating units. From the beginning,

extra work and innovation has been

needed to optimise the station’s output.

Paul Betschart, Lead Engineer to the

project, has been with Mercury for 10

years, and joined the Aratiatia upgrade

project in 2015.

“We’re at the point now where a lot of the

original equipment has given all that we

could have expected in terms of service

life,” says Paul. “Replacement of parts

was identified as the best way forward for

reliability, risk avoidance and efficiency.”

Improving the station’s long-term

performance and sustainability

motivated the way the project was

implemented. The overhaul focused on

the huge machinery that harnesses the

energy from the water, turning it into

I selected my degree at

university knowing that I

was interested in science

and engineering. I joined

Mercury as a graduate,

and now I’m a Senior

Engineer on our hydro

power stations. I’ve been

here 10 years and I can’t

think of anything else that

I’d rather be doing.

PAUL BETSCHART

LEAD ENGINEER

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G2 HAS 31.5MW
GENERATOR CAPABILITY

and discharges over

100 tonnes of water per

second at full load

150TONNES

OF ROTATING EQUIPMENT

IN EACH OF THE THREE

GENERATING UNITS

OVER

The Aratiatia upgrade project is supported

by Mercury teams from our Taupo,

Hamilton, Rotorua and Auckland offices.

An extra 40 engineers and other specialists

will call the Taupo District home while

they partner with us on this project, and

around 20 businesses in and around the

Taupo area supply painting, transport,

welding, engineering, machining

and catering services.

There have been no

notifiable injuries.

FULL PROJECT

COMPLETION:

2020

TOTAL EXPENDITURE:

$49M

1008

TECHNICAL DOCUMENTS

SUBMITTED BY ANDRITZ

Including 444 drawings, and

5243 email communications

between Andritz and the

Mercury team

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THE MERCURY PROJECT TEAM
OWN THE LONGER-TERM VIEW.

WE UNDERSTAND WHAT WE

WANT AS A WHOLE PLANT,

OVER A 50-YEAR LIFE.

members worked with Andritz in Austria

to discuss the preliminary design.

Manufacturing took place in foundries

and factories across the globe: Austria,

Germany, China, Czech Republic,

Hungary, Italy and India. And once

manufacture started the quality

assurance process started too.

“This is mechanically and electrically

stressed equipment. Safety and

performance depends on the design, the

materials and the execution. We had

reviewed the design, and then we

reviewed the materials and execution,”

says Paul.

Raw performance in terms of

megawatt (MW) output is guaranteed

in the contract. A lot of the work

throughout the design, manufacture

and installation of the machinery goes

beyond output, however, Paul says.

It’s about long-term performance,

making sure this plant will run as long

as possible, be easy to maintain, be safe

and be as reliable as possible.

Paul explains: “Our project partners

are on the same page and focused

on delivering a quality product. But we,

as the Mercury project team, own the

longer-term view. We understand what

we want as a whole plant, over a 50-year

life. Sometimes our experience and our

preferences lead to a different approach.

But it was all about teams working

together to get the best outcome.”

Installation of the first unit, G2, began

in October 2017, with return to service

completed in June 2018. Turning the

unit back on was itself a month-long

project. “Commissioning is pretty full on.

It’s both very well planned and managed,

and at the same time there’s quite a lot

of initiative required when you deal with

issues in real time.”

The three-year installation project means

there’s not a lot of time to pause and

contemplate the progress so far. Each of

the three units to be overhauled takes

around six months. Balancing complex

commercial, consumer and country

imperatives mean these stages are

timed to avoid having machines out of

action during New Zealand’s winter

energy demand peak, while working with

scheduled maintenance of other stations

on the river. Parts for Aratiatia’s next unit

to be overhauled arrived in July for

assembly. The G1 generator with its new

optimised low-flow turbine is scheduled

to return to service May 2019, and the

final unit, G3, will start its overhaul in

spring that year.

“Commissioning G2 was a huge

milestone,” says Paul. “Most of us were

looking forward to some downtime to

recharge. But everyone’s keen to take

what we learned and apply it to the

next two units.”

The outcome is a well-planned, safely

delivered project that returns the

generating units to operational service

with optimised capability incorporating

appropriate technology, resulting in long-

term reliability and sustainable operations

at Aratiatia for many years to come.

mechanical power and then electrical

power. After over 50 years of innovation,

tweaks and fixes, the project’s aim is to

safely restore and reconfigure the station

to deliver maximum value from current

and expected future operating

conditions. This has involved some very

creative approaches.

Paul explains: “The generators were

getting more prone to faults. That can

cost us generation time. The governors

that control the speed and output of the

turbine (like setting cruise control on a

modern car) could be updated with new

technology. And the turbines themselves,

the spinning water wheels and all the

equipment around them, were also in

need of attention.”

Long term, commercial thinking led to

the decision to replace one of the

station’s three turbines with a unit

specially configured to run at a lower

rate of water flow than that sustainable

with the old turbine design. This means

water use can be optimised when low

station flows are required, while still

retaining over 90% of the maximum

power capability of the old turbines and

also delivering a significant increase in

energy conversion efficiency. It was

decided to defer investment on replacing

the other two turbines until 2036, with

this long date giving Mercury additional

flexibility in its long-term planning.

Effective modernisation and

enhancement projects take time.

The contract was awarded to partner

Andritz in October 2015, two years of

assessment, planning, design, testing

and manufacture before the installation

of components. Paul and other team

GO SOLAR.

GET A QUOTE ONLINE OR

PHONE 0800 676 527.

Please visit mercury.co.nz/solar

For many of these individuals, our pre-pay brand GLOBUG is
sought as a tool to manage electricity – it breaks down

the barriers to reconnection, helps people avoid the spiral of

debt and can be paid for in small, manageable amounts.

While initially a sceptic of GLOBUG (and the sector in

general), continuous engagement with Brian has allowed our

relationship to evolve into one of collaboration. Together, we find

better solutions for our mutual customers, with dignity always

at the heart.

Brian is fundamental to our understanding of how we can best

support these individuals. In short, he is our eyes and ears, and

a voice for those who sometimes struggle to be heard.

Most recently Brian drew our attention to an increase in people

seeking support from the Fund, coinciding with the onslaught of

some bracingly cold winter weather. These insights allowed us to

work with the Mayor’s Welfare Fund on a solution for GLOBUG

customers. We ensured no disconnections occurred while working

with the Mayor’s fund at this critical time.

It is not the first time we’ve done this with Brian’s intel, and we do

not expect it to be the last.

Well-informed decisions like these enable us to maintain the

integrity of one of our core foundations – the wellbeing of our

customers. It is a value entirely aligned with Brian’s own

imperatives.

It is also a commercially astute decision, helping our customers

see the value of continuing to choose GLOBUG as their electricity

provider.

“I have worked with vulnerable people for years. Without GLOBUG

many of the at-risk households I support would be without

electricity and further disadvantaged. Electricity is a basic human

need – it is absolutely vital to our health, wellbeing and income.”

CONNECTING

WITH

COMMUNITIES.

Brian Pegler works for the Christchurch City Council’s Mayor’s Welfare Fund, which plays an integral

role in supporting vulnerable people in Christchurch.

PARTNERSHIPS

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ELECTRICITY IS A BASIC
HUMAN NEED – IT IS

ABSOLUTELY VITAL TO

OUR HEALTH, WELLBEING

AND INCOME.

DONATE TO STARSHIP

Please visit

starship.org.nz/mercury

BRIAN PEGLER

CHRISTCHURCH CITY COUNCIL

MAYOR’S WELFARE FUND

Helen joined Mercury twenty years ago as an analyst,
helping the business transition onto a new data

platform. However, the trajectory of her career changed

dramatically when she realised her passion was in

supporting individuals and families who needed help.

Now, Helen leads Mercury’s community relations team and is

tasked with helping improve the wellbeing of our most vulnerable

customers by partnering with other groups like Christchurch’s

Mayor’s Welfare Fund.

Her role is unique, in that it covers customer support at an

individual level, grassroots community involvement, and also

engagement with key government agencies and stakeholders.

Helen believes having flexibility to navigate these multiple

touchpoints with fluidity sets Mercury apart in its community

engagement practices.

With a nationwide focus, Helen sees first-hand how diverse

communities across the country are. Each has its own unique set

of challenges and opportunities. A common thread is the

unconditional love, care and support for the families in these

close-knit groups. These insights highlight that a one-size-fits-all

approach doesn’t serve these families and individuals as well as

targeted and focused support.

Essential to achieving better outcomes is a fulsome view of the

different pressure points a family may be facing, along with the

acceptance that electricity accessibility is often one of the many

balls these families are struggling to keep in the air.

“Partnerships are a path we follow. Along that path there are

gates we go through and each gate is another organisation with

information to help us get to our destination – helping a family

get back on track. These voices are important to us finding

collective solutions that ease pressure in a more holistic and

sustainable way.”

HELEN TUA

MERCURY

COMMUNITY RELATIONS MANAGER

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In a world where environmental, social and
economic systems are inextricably linked, no

organisation can operate successfully in isolation.

This interconnectivity means the actions we take

create far-reaching ripples, and seemingly small

decisions are easily magnified. That is why

‘partnerships’ is one of our five pillars.

Mercury’s approach to partnerships is extensively

applied across our business. Whether it is

operating our hydro and geothermal assets,

serving our customers or looking after our people,

working with others contributes to better, more

sustainable outcomes.

$100K

DONATED THROUGH

OUR EMPLOYEE

COMMUNITY FUND

$900K

DONATED TO STARSHIP

94%

OF OUR PEOPLE SAY

WE MAKE A POSITIVE

CONTRIBUTION TO

OUR COMMUNITIES

FIND OUT MORE ABOUT HOW

WE WORK IN PARTNERSHIP

WITH IWI, STARSHIP, WAIKATO RIVER

TRAILS AND MANY OTHERS.

Please visit mercury.co.nz/partnerships

Plump kererū (wood pigeon),
rare kārearea (New Zealand

falcon), kōtare (kingfisher),

ruru (morepork) and

pīwakawaka (fantail) call

through the thick regenerating

scrubby bush, secondary

beech and broadleaf forest,

manuka and remnant stands

of beech and northern rata

trees of Pigeon Bush Reserve.

Remote and isolated, the 1,157-hectare

reserve lies between the Remutaka and

Tararua Conservation Parks west of

Featherston in the South Wairarapa.

This steep, rugged land had been almost

completely cleared and intensively

farmed since the 1860s, but is returning

to dense forest after being bought,

protected and managed by the Native

Forest Restoration Trust since 1995.

The Trust is a leading organisation

in the protection and restoration of

New Zealand’s native forest. It is

committed to promoting the

regeneration of forests, protecting

native species and restoring their

habitats, and to improving the quality

of New Zealand’s waterways. Through a

ground-breaking commercial agreement

in 2012, Mercury has supported the

Trust’s work in this and some of the

other 7,000 hectares of native forests

and wetlands throughout New Zealand

it has purchased and protected.

The carbon credits that Mercury

purchases from the Trust come from the

regenerating native forest in Pigeon

Bush Reserve. The trees in the Reserve

are regularly measured and the extra

growth is calculated and converted into

carbon units, based on the age, size,

and type of tree.

Mercury has ten agreements that

support different New Zealand forestry

projects to offset carbon produced by

Mercury. The contract with the Native

Forest Restoration Trust was not only

commercially attractive, it stood out for its

strong alignment to Mercury’s ultra-long-

term view of kaitiakitanga (guardianship)

through the Trust’s objective of restoring

native forests so that New Zealanders

can enjoy them forever.

The Trust was born in 1980 out of direct

action taken by people protesting the

felling of giant totara in Pureora Forest.

Since that time, the Trust has continued

to protect New Zealand forests and has

rallied, purchased and protected well

over 7,000 hectares for the ongoing

benefit of all New Zealanders.

Sandy Crichton, Trust Manager, is clear

about the wider impact of the Trust.

“Protecting and restoring nature is an

important part of our climate change

response here in New Zealand.”

Through partnering with the Trust,

Mercury is supporting the Trust’s

stewardship of regenerating New

Zealand forest, and contributing to a

positive impact on climate change.

Sandy explains “From small beginnings,

founded on genuine passion to protect

and restore New Zealand’s native forest,

the Trust has gone on to become one of

the leading organisations involved in

native forest restoration. The Trust is still

relatively small, but we put the rallying

call out and huge numbers of passionate

people who really care a lot come

together. Our recent fundraising in

Northland and Taranaki is testament to

this, along with everyone who gives their

time on a volunteer basis.”

The Trust uses the extra income from

its contract with Mercury for reserve

management, including pest predator

control, weed control, track cutting,

signage and planting.

“Our relationship with Mercury is one of

our oldest and most important business

relationships,” says Sandy. “This was our

first contracted relationship around carbon

so it really paved the way in terms of other

relationships that we’ve since put in place.”

It was forward thinking at the time, it

is important now, and its value will be

experienced by all New Zealanders into

the future.

“The Trust recognises the efforts of

companies who have measured their

carbon footprint and then taken action

to try and reduce emissions, as well as

supporting native forest restoration to

reduce the impact of unavoidable

emissions,” says Sandy.

“The Trust’s work is only possible through

our incredible supporters and more

recently through ongoing carbon income

from organisations such as Mercury.”

GROWING SOLUTIONS

TO CLIMATE CHANGE

FIND OUT MORE ABOUT

THE NATIVE FOREST

RESTORATION TRUST

Please visit nfrt.org.nz

KAITIAKITANGA

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A GLOBAL ISSUE
The impacts of climate

change are a significant

global challenge that is

arguably starting to play

out locally in many parts

of New Zealand.

The Kyoto Protocol is an

international treaty aimed at

reducing greenhouse gas

emissions, whereby countries

can reduce emissions and/or

purchase carbon credits to cover

any excess emissions. In 2020

New Zealand’s obligations under

Kyoto are replaced for the

following decade by Paris

Accord targets.

The New Zealand Emissions

Trading Scheme (ETS)

was launched in 2008,

and Mercury and other

electricity generators were

entered into the Scheme in

2010. The ETS puts a price

on emissions to provide an

incentive to reduce

emissions.

Mercury has contracts

with foresters that

enable us to buy

carbon units at a given

price in order to offset

our carbon liability

under the ETS.

FIND OUT MORE ABOUT OUR COMMITMENT

TO RENEWABLE GENERATION.

Please visit mercury.co.nz/renewables

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COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

MANAGING CLIMATE CHANGE RISKS
Mercury is aware climate change has the potential to create physical risks, as well as regulatory and financial,

for our operations well into the future. These could include more intense rainfall events in the Waikato catchment

and increasing average temperatures where we generate electricity.

We have undertaken preliminary modelling of various future climate change scenarios to 2050 and beyond.

Initial findings indicate increasing rainfall will provide the opportunity for increased generation. However, if the

intensity of rainfall events increases then more water may need to be spilled rather than used for generation.

Geothermal generation could also be reduced as increasing average temperatures will reduce the efficiency of

our cooling towers and the generation process. We will continue to monitor and manage climate change risks

and invest in a wide range of the most appropriate solutions.

CARBON IN OUR BUSINESS

Mercury carefully measures and manages its greenhouse gas emissions and has maintained a robust forestry

investment programme for the past eight years. An outcome of the programme is that Mercury has become

‘carbon positive’ in the past three years, where the forestry we invest in absorbs more carbon than Mercury

contributes to the environment.

Moving away from

thermal generation has

seen our total emissions

from generation

decrease by 47% over

the past three years.

The emissions intensity

of the electricity we put

into the NZ grid has

decreased by 55% over

the same period.

• While geothermal generation is a renewable energy

source, it is not emissions free. During the generation

process, greenhouse gas is released from the

geothermal fluid extracted from our geothermal

reservoirs. We closely monitor and report on the

amount of greenhouse gas released from our

geothermal power stations as required by the

Emissions Trading Scheme.

• Mercury takes responsibility for the carbon produced

by all the energy we provide, including the gas

consumed by our dual-fuel customers. We calculate

the carbon emissions associated with this fuel each

year and offset that along with what we directly emit.

• Mercury is actively reducing carbon emissions

from our business. We mothballed our thermal

(gas-fired) power station in 2015. This reduced our

carbon emissions, and associated financial liabilities,

by 47% over the past three years.

• We believe that electric transport offers the best

solution for cutting national greenhouse gas

emissions, as well as curbing transport related air

and noise pollution. We have already replaced every

possible vehicle in our fleet (91 out of 129) with

Electric Vehicles (EVs) and plug-in hybrid EVs (PHEVs).

Total reported carbon emissions include proportionate emissions

from our Tuaropaki Trust and Nga Awa Purua partnerships.

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

5,800

6,000

6,200

6,400

6,600

6,800

7,000

7, 200

7,400

7,600

7,800

GWhEmissions

CARBON EMISSIONS (TONNES C0

2

e)

FY15

FY16FY17FY18

GENERATION (GWh)

FINANCIAL
COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

$734M

ENERGY MARGIN

(UP $36 MILLION

FROM FY2017)

Mercury’s financial performance for the

12 months to 30 June 2018 set another

record, with EBITDAF of $561 million,

an increase of $38 million on the

previous financial year. This record result

was underpinned by the highest North

Island hydro inflows and total generation

in the company’s history, the disciplined

management of costs and strong

execution of work programmes across

the business.

In May FY2018, Mercury completed a

$50 million share buyback (15.6 million

shares) at an average price of $3.21 per

share, bringing total shares held as

treasury stock to 39.1 million (2.7 %).

Mercury also completed the purchase

of a 19.99% stake in NZX and ASX listed

generator, Tilt Renewables Limited, for

$144 million or $2.30 per share. Post

year end, Mercury announced with

Infratil a joint takeover offer for all

the shares in Tilt. If the takeover is

successful, Mercury’s equity interest

in Tilt will remain at 19.99%.

Energy margin

Our energy margin of $734 million was

$36 million higher than the prior year.

Wet weather in the North Island, resulted

in record hydro generation of 4,947GWh

an increase of 223GWh, or 4.7%, on

FY2017. Record generation production

also coincided and benefited from

higher average wholesale prices (FY2018:

$82/MWh versus FY2017: $55/MWh at

Whakamaru) due to drier than normal

South Island hydrology and peakier

demand for electricity.

Despite increasing competition, the

Mercury brand continues to experience

below market average customer churn,

reflecting our focus on growing customer

promises. Growing our customer-led

digital offerings and capability and

upgrading key customer systems to a

fully-supported cloud-based

environment also contributed to this

year’s strong result.

Other income

Other income increased by $7 million to

$47 million, once the impacts of carbon

sales from the prior year are considered,.

This includes a $3 million increase in

revenue generated by our metering

business Metrix, land sales, proceeds

from insurance and dividends received

from our investment in Tilt.

Operating costs

Operating costs remained flat for the

fifth year in a row at $214 million due to

our ongoing focus on managing costs

and improved procurement practices.

This included major planned outages at

most of our geothermal sites, including a

22-day shut at our Kawerau station to

change out the steam turbine rotor and

refurbish the cooling towers (the biggest

shut in the plant’s history). Operating

costs represent the company’s indirect

costs of sales, including salaries and

wages, maintenance costs, and all other

corporate overheads.

FINANCIAL COMMENTARY.

$M

FINANCIAL YEAR

2014

2015201620172018

800

600

400

200

700

500

300

100

0

> FIGURE 1: ENERGY MARGIN

42 // 43

Operating earnings (EBITDAF)
As previously noted, EBITDAF for the year

was $561 million up $61 million on initial

guidance for the year and up $38 million

on FY2017, primarily due to the higher

hydro generation output and a focus on

capturing the value from higher and

more volatile wholesale electricity prices.

We have continued to execute well in our

core business by focusing on growing

customer loyalty, managing costs and

maintaining our strong regional

partnerships – all of which are reflected

in this record financial performance.

Profit for the year

Profit for the year was $234 million

up $50 million versus FY2017. Profit

increased due to higher operating

earnings, favourable fair value

movements in financial instruments

due largely to higher valuations of

non-hedge accounted electricity

derivative contracts, a roll down of the

group’s historic out of the money interest

rate swaps, and lower interest expense,

partially offset by higher depreciation

charges, mostly due to current year asset

additions and geothermal generation

asset revaluations in the prior year,

coupled with higher tax expense

because of higher operating earnings.

There were no impairments recognised

in FY2018.

2014

2015201620172018

FINANCIAL YEAR

$M

250

200

150

100

50

0

> FIGURE 2: OPERATING COSTS

2014

2015201620172018

FINANCIAL YEAR

$M

600

500

300

100

400

200

0

> FIGURE 3: OPERATING EARNINGS (EBITDAF)

$

561M

$

234M

PROFIT FOR

THE YEAR

(UP $50 MILLION)

RESULT

OPERATING EARNINGS

(EBITDAF)

Capital structure and dividends
As noted, Mercury completed an

on-market share buyback programme

acquiring nearly 15.6 million ordinary

Mercury shares (1.1%) for total

consideration of NZ$50 million.

Consistent with the 2014 buyback, the

shares are being held as treasury stock

providing future balance sheet flexibility.

The share buyback and Tilt investment

lifted the company’s gearing level to 2.0

at the top (good) end of Mercury’s target

range of 2.0x to 3.0x debt/EBITDAF ratio

for our S&P credit rating of BBB+, which

was reaffirmed in December 2017.

In line with Mercury’s dividend policy,

targeting a pay-out ratio of 70% to 85%

of Free Cash Flow on average over time,

a fully imputed 9.1 cents per share final

dividend has been declared. This brings

the full-year ordinary dividend to

15.1 cents per share, up from 14.6 cents

per share in FY2017, and marks our

10th consecutive year of ordinary

dividend growth. The final dividend will

be paid on the 28th September 2018.

Underlying earnings after tax

Underlying earnings is presented to enable

stakeholders to make an assessment

and comparison of earnings after

removing one-off and/or infrequently

occurring events (exceeding $10 million

of profit before tax), impairments and

any changes in the fair value of derivative

financial instruments. Underlying Earnings

after tax increased by $22 million to

$198 million reflecting the company’s

stronger EBITDAF performance partially

offset by higher depreciation costs on

the previous year.

Net cash flows from operating

activities

Net cash provided by operating

activities represents the cash flows from

the sale of electricity and metering

services, along with the costs associated

with their sale and the cash costs of

interest and taxes. This decreased by

$1 million in FY2018 to $371 million.

Significantly higher cash taxes in FY2018

of $102 million versus $52 million in

FY2017 were due to tax prepayments

made in FY2016 and FY2018 for

dividend imputation reasons.

15.1 CENTS

FULL YEAR ORDINARY DIVIDEND

9.1 CENTS

FINAL DIVIDEND

BBB+

OUR S&P CREDIT

RATING

$198M

UNDERLYING EARNINGS AFTER TAX

> FIGURE 4: CAPITAL EXPENDITURE

NEW INVESTMENT

STAY-IN-BUSINESS

$M

FINANCIAL YEAR

2014

2015201620172018

120

80

40

100

60

20

0

> FIGURE 5: DIVIDENDS

SPECIAL

FINAL

INTERIM

CENTS/SHARE

FINANCIAL YEAR

2014

2015201620172018

25

15

5

20

10

0

44 // 45

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

Balance Sheet
Total assets of the company increased by

$94 million in the financial year largely

due to the investment in Tilt. Net debt at

the end of the year rose to $1,249 million

compared to $1,038 million in FY2017.

The company invested $118 million

in capital expenditure (CAPEX),

comprising SIB CAPEX of $112 million

and $6 million of growth capex spent

mostly on new smart meter deployment.

The company invested $112 million of

SIB CAPEX in major hydro refurbishment

projects at our Aratiatia and Whakamaru

hydro stations. The second refurbished

generator and turbine at Whakamaru

lifted its capacity by 23% to 31MW. At

Ngatamariki the drilling of a replacement

well ensured the facility has continued

access to “fuel” to maintain its full

generation capacity.

Mercury continues to invest in its

technology systems and completed

projects across the business including a

new system to deliver certified half-

hourly data to Metrix’s customers,

improvements to our core SAP customer

and financial system, implementation of

SAP Hybris Service Cloud a new

cloud-based customer relationship

management system , the movement to

cloud-based data centres and the

upgrade of the generation asset

management system Maximo.

> FIGURE 6: UNDERLYING EARNINGS AFTER TAX

$M

FINANCIAL YEAR

2014

2015201620172018

200

100

150

50

0

$112M

STAY-IN-BUSINESS CAPEX

YOUR DIRECTORS.
> JOAN WITHERS

CHAIR

> JAMES MILLER

DIRECTOR

> MIKE TAITOKO

DIRECTOR

> KEITH SMITH

DIRECTOR

> ANNA LISSAMAN

FUTURE DIRECTOR

> SCOTT ST JOHN

DIRECTOR

> PRUE FLACKS

DIRECTOR

> PATRICK STRANGE

DIRECTOR

> ANDY LARK

DIRECTOR

46 // 47

FINANCIAL

COMMENTARY

OUR TEAM AND

STAKEHOLDERS

CHAIR AND

CHIEF EXECUTIVE

UPDATES

OUR

SUSTAINABILITY

STATEMENT

PILLARSCUSTOMER

PEOPLE

COMMERCIAL

PARTNERSHIPS

KAITIAKITANGA

BUSINESS

FUNDAMENTALS

OUR EXECUTIVE TEAM.
> FRASER WHINERAY

CHIEF EXECUTIVE

> MATTHEW OLDE

METRIX CHIEF EXECUTIVE

> TONY NAGEL

GENERAL MANAGER CORPORATE AFFAIRS

>

MARLENE STRAWSON

GENERAL MANAGER PEOPLE & PERFORMANCE

> NICK CLARKE

GENERAL MANAGER GEOTHERMAL & SAFETY

> PHIL GIBSON

GENERAL MANAGER HYDRO & WHOLESALE

>

KEVIN ANGLAND

GENERAL MANAGER DIGITAL SERVICES

> WILLIAM MEEK

CHIEF FINANCIAL OFFICER

> JULIA JACK

CHIEF MARKETING OFFICER

PLEASE SEE OUR WEBSITE

FOR FULL BIOGRAPHIES

mercury.co.nz/leadership

SEE OUR GREAT ELECTRIC
VEHICLES AND FUEL PACKAGES AT

mercury.co.nz/evs

OUR 2018 FINANCIAL REPORT

$561M
EBITDAF UP $38M, REFLECTING ANOTHER

YEAR OF RECORD GENERATION FROM STRONG

HYDRO INFLOWS.

$234M

NET PROFIT AFTER TAX $50M HIGHER,

ACHIEVED THROUGH STRONG EXECUTION

ACROSS THE BUSINESS.

$259M

FREE CASH FLOW FLAT YEAR ON YEAR

FROM HIGHER CASH RECEIPTS OFFSET

BY PREPAYMENT OF TAX.

15.1CPS

ORDINARY DIVIDEND UP 3.4%.

01 REPORT CARD

02 FINANCIAL TRACK RECORD

03 INDEPENDENT AUDITOR’S REPORT

06 FINANCIAL STATEMENTS

33 GOVERNANCE AT MERCURY

40 REMUNERATION REPORT

46 DISCLOSURES

54 GLOSSARY

55 DIRECTORY

Mercury NZ Limited

ANNUAL FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

The Directors are pleased to present Mercury NZ Limited’s

annual report and fi nancial statements for the year ended

30 June 2018.

The Auditor-General is required to be the company’s

auditor, and has appointed Simon O’Connor of Ernst &

Young to undertake the audit on his behalf.

The Directors are not aware of any circumstances since the

end of the year that have signifi cantly or may signifi cantly

affect the operations of the Group.

This annual report is dated 21 August 2018 and is signed

on behalf of the Board by:

Joan Withers, Chair

Keith Smith, Director

STATEMENT FROM THE DIRECTORS

REPORT CARD.

> FINANCIALS

$561M
EBITDAF UP $38M, REFLECTING ANOTHER

YEAR OF RECORD GENERATION FROM STRONG

HYDRO INFLOWS.

$234M

NET PROFIT AFTER TAX $50M HIGHER,

ACHIEVED THROUGH STRONG EXECUTION

ACROSS THE BUSINESS.

$259M

FREE CASH FLOW FLAT YEAR ON YEAR

FROM HIGHER CASH RECEIPTS OFFSET

BY PREPAYMENT OF TAX.

15.1CPS

ORDINARY DIVIDEND UP 3.4%.

01 REPORT CARD

02 FINANCIAL TRACK RECORD

03 INDEPENDENT AUDITOR’S REPORT

06 FINANCIAL STATEMENTS

33 GOVERNANCE AT MERCURY

40 REMUNERATION REPORT

46 DISCLOSURES

54 GLOSSARY

55 DIRECTORY

Mercury NZ Limited

ANNUAL FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

The Directors are pleased to present Mercury NZ Limited’s

annual report and fi nancial statements for the year ended

30 June 2018.

The Auditor-General is required to be the company’s

auditor, and has appointed Simon O’Connor of Ernst &

Young to undertake the audit on his behalf.

The Directors are not aware of any circumstances since the

end of the year that have signifi cantly or may signifi cantly

affect the operations of the Group.

This annual report is dated 21 August 2018 and is signed

on behalf of the Board by:

Joan Withers, Chair

Keith Smith, Director

STATEMENT FROM THE DIRECTORS

REPORT CARD.

> FINANCIALS

ZERO

HIGH SEVERITY INCIDENTS.

63%

OF MERCURY CUSTOMERS RATING

AS ‘HIGHLY SATISFIED’.

$214M

OPERATING EXPENDITURE FLAT FOR THE

FIFTH STRAIGHT YEAR.

6.4%

MERCURY BRAND TRADER SWITCH CHURN,

LOWER THAN MARKET AVERAGE.

> LEVERAGING CORE STRENGTHS

> DELIVERING SUSTAINABLE GROWTH

> DELIVERING CUSTOMER ADVOCACY

19.99%

STAKE IN TILT RENEWABLES, CREATING PLATFORM FOR

EXPOSURE TO AUSTRALIA’S TRANSITION TO RENEWABLE

ELECTRICITY GENERATION.

7, 7 0 4GWh

RECORD GENERATION FROM FAVOURABLE HYDROLOGICAL

CONDITIONS AND STRONG EXECUTION OF KEY PROJECTS.

02 // 03
Financial Performance Trends

For the year ended 30 June ($ million)20182017201620152014

Income statement

Energy margin734698660650690

EBITDAF561523493482504

Net profit for the year23418416047212

Balance sheet

Total shareholders’ equity3,2863,3083,3153,3373,219

Total assets 6,0915,9976,0856,0585,689

Total liabilities2,8052,6892,7702,7212,470

Cash flow

Operating cash flow371372280309317

Investing cash flow(260)(90)(37)(103)(99)

Financing cash flow(136)(298)(228)(195)(213)

Capital expenditure

Total capital expenditure1181167211093

Growth capital expenditure62133133

Stay-in-business capital expenditure112114597960

Other financial measures

Underlying earnings after tax198176152145185

Free cash flow259258221230257

Ordinary and special declared dividends207270252296186

Ordinary dividends per share (cents)15.114.614.314.013.5

Special dividends per share (cents)–5.04.07. 5–

Basic and diluted earnings per share (cents)17.0213.3711.63.415.3

Net debt1,2491,0381,0681,0821,031

Gearing (net debt/net debt+equity, %)2 7. 523.924.424.524.3

Debt/EBITDAF (x)

1

2.01.82.02.02.1

Operational measures

Total recordable injury frequency rate (TRIFR)

2

0.871.050.741.250.84

Sales to customers (FPVV, GWh)4,4774,6064,3974,4864,844

Electricity customers (‘000)388392376382382

Electricity generation (GWh)7,7 0 47,5336,8426,5636,295

1 Adjusted for S&P treatment of subordinated debt issued in FY2015.

2 Per 200,000 hours; includes onsite employees and contractors.

FINANCIAL TRACK RECORD

TO THE SHAREHOLDERS OF MERCURY NZ LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

The Auditor-General is the auditor of Mercury NZ Limited (‘the entity’) and its subsidiaries and other controlled entities (collectively

referred to as ‘the Group’). The Auditor-General has appointed me, Simon O’Connor, using the staff and resources of Ernst & Young,

to carry out the audit of the consolidated financial statements of the Group on his behalf.

Opinion

We have audited the financial statements of the Group on pages 6 to 32 of the Financial Report, that comprise the consolidated

balance sheet as at 30 June 2018, the consolidated income statement, consolidated statement of comprehensive income,

consolidated statement of changes in equity and consolidated cash flow statement for the year then ended on that date, and notes

to the consolidated financial statements that include accounting policies and other explanatory information.

In our opinion, the consolidated financial statements of the Group present fairly, in all material respects, the consolidated financial

position of the Group as at 30 June 2018, and its consolidated financial performance and cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial Reporting

Standards.

The basis of our opinion is explained below. In addition, we outline the responsibilities of the Board of Directors and our responsibilities,

and explain our independence.

Basis for Opinion

We carried out our audit in accordance with the Auditor-General’s Auditing Standards, which incorporate the Professional and Ethical

Standards and the International Standards on Auditing (New Zealand) issued by the New Zealand Auditing and Assurance Standards

Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Financial

Statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with the Auditor-General’s Auditing Standards, which incorporate Professional and

Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards

Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

In addition to the audit we have carried out assignments including a review of the Group’s consolidated financial statements for the

six months ended 31 December 2017, payroll advisory services, along with tax compliance services in the United States, which are

compatible with those independence requirements. These services have not impaired our independence as auditor of the Group.

Partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the

business of the Group. Other than the audit and these assignments and trading activities, we have no relationship with, or interests in,

the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated

financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have fulfilled the responsibilities described in the

Auditor’s responsibilities for the audit of the financial statements section of the

audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond

to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated

financial statements.

INDEPENDENT AUDITOR’S REPORT

04 // 05
How our audit addressed key audit matters

Key audit matterHow we addressed the key audit matter

Valuation of Generation Assets

Generation assets were revalued at 30 June 2018 as set out in

note 8 of the consolidated financial statements to $5,215 million.

The Group engages an independent external party to estimate

the fair value of generation assets using a discounted cash flow

model. The significant inputs used to calculate the fair value of

the generation assets include the wholesale electricity price path,

generation volumes, and the discount rate. The wholesale

electricity price path is estimated by the Group’s valuation

specialist as described in note 8 of the consolidated financial

statements and also considers Mercury NZ Limited’s own internal

five year forecast electricity price path. The model used to

estimate the wholesale electricity price path is complex and

includes a number of significant assumptions. The estimate of

the wholesale electricity price path is the most significant input in

estimating the fair values determined for the generation assets.

Our audit procedures included assessing the key inputs to

the model used to estimate the fair value of the generation

assets. Our procedures, which included the use of our valuation

specialists, were primarily focused on evaluating the process

undertaken by the Group’s valuation specialist and the Group

in forecasting the wholesale electricity price path and assessing

whether the forecast was consistent with internal and external data.

We assessed the professional competence, independence and

objectivity of the Group’s valuation specialist in the modelling of

the electricity price path and valuation of the generation assets.

We also compared budgeted performance information from

prior periods to historical data to assess the accuracy of the

forecasting process.

We further assessed the adequacy of the related financial

statement disclosures as described in note 8.

Valuation of Electricity Derivative, Currency and Interest Rate Derivative Financial Instruments

The Group’s activities expose it to electricity market price,

currency and interest rate risk which are managed using

derivative financial instruments. At 30 June 2018 derivative

assets total $141 million and derivative liabilities were $97 million

as set out in note 15 of the consolidated financial statements.

The valuations of the interest rate derivatives, foreign exchange

derivatives, and certain electricity price derivatives which are

prepared by The Group are based primarily on observable inputs

and are measured using standard valuation techniques. Certain

other electricity price derivatives are valued using inputs for

which inputs are not readily available in active primary or

secondary markets and require more complex valuation models

involving the wholesale electricity price path forecast by the

Group. The wholesale electricity price path forecast requires

significant judgement.

Our audit procedures included agreeing underlying data to the

contract terms on a sample basis, evaluating the

appropriateness of the valuation methodologies, assessing key

assumptions and inputs and recalculating the fair value of a

sample of electricity derivatives. We also performed procedures

on the wholesale electricity price path as explained above under

the section entitled ‘Valuation of Generation Assets’.

We further assessed the adequacy of the related financial

statement disclosures as described in note 15.

Information other than in the Financial Statements and Auditor’s report

The Board of Directors are responsible on behalf of the entity for the Annual Report and the Financial Report, which includes

information other than the consolidated financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there

is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Directors’ Responsibilities for the Financial Statements

The directors are responsible on behalf of the entity for the preparation and fair presentation of the consolidated financial statements

for the Group that comply with, New Zealand Equivalents to International Financial Reporting Standards and International Financial

Reporting Standards.

The directors responsibilities arise from the Financial Markets Conduct Act 2013.

The directors are also responsible for such internal control as it determines is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error and for the publication of the financial statements,

whether in printed or electronic form.

In preparing the consolidated financial statements, the directors are responsible, on behalf of the entity, for assessing the Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Our responsibilities arise from the Public Audit Act 2001. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with the Auditor-General’s Auditing Standards will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Auditor-General’s Auditing Standards, we exercise professional judgement and maintain

professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures

made by management.

• Conclude on the appropriateness of the use of the going concern basis of accounting by the directors and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention

in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or

conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and

whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair

presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the

Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and

performance of the group audit. We remain solely responsible for our audit opinion.

• We did not examine every transaction, nor do we guarantee complete accuracy of the financial statements. Also, we did not

evaluate the security and controls over the electronic publication of the financial statements.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit

findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and

to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the

financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report

unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a

matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

> SIMON O’CONNOR

ERNST & YOUNG

ON BEHALF OF THE AUDITOR-GENERAL

AUCKLAND, NEW ZEALAND

21 AUGUST 2018

06 // 07
CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2018

Note

2018

$M

2017

$M

Total revenue41,803 1,597

Total expenses4(1,242)(1,074)

EBITDAF

1

561 523

Depreciation and amortisation8, 9(197)(189)

Change in the fair value of financial instruments1549 31

Impairments– (18)

Earnings of associates and joint ventures102 6

Net interest expense4(90)(95)

Profit before tax325258

Tax expense6(91)(74)

Profit for the year attributable to owners of the parent234184

Basic and diluted earnings per share (cents) 17.02 13.37

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2018

2018

$M

2017

$M

Profit for the year234184

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss

Movement in asset revaluation reserve5555

Movement in cash flow hedge reserve transferred to balance sheet155–

Share of movements in associates’ and joint ventures’ reserves10 14 (14)

Tax effect (17) (15)

Items that may be reclassified subsequently to profit or loss

Movement in cash flow hedge reserve15 3336

Movement in other reserves (64)11

Tax effect (9)(11)

Other comprehensive income for the year, net of taxation17 62

Total comprehensive income for the year attributable to owners of the parent251246

1 EBITDAF: Earnings before net interest expense, income tax, depreciation and amortisation, change in the fair value of financial instruments, impairments and equity

accounted earnings of associates and joint ventures

The accompanying notes form an integral part of these financial statements.

CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2018

Note

2018

$M

2017

$M

SHAREHOLDERS’ EQUITY

Issued capital 378 378

Treasury shares5 (101) (51)

Reserves 3,009 2,981

Total shareholders’ equity 3,2863,308

ASSETS

Current assets

Cash and cash equivalents 5 30

Receivables11 226 240

Inventories7 35 39

Derivative financial instruments15 31 18

Total current assets 297 327

Non-current assets

Property, plant and equipment8 5,358 5,388

Intangible assets9 101 87

Investments 10 130 –

Investment and advances to associates10 88 76

Advances to joint operations10 7 8

Derivative financial instruments15 110 111

Total non-current assets 5,794 5,670

Total assets 6,091 5,997

LIABILITIES

Current liabilities

Payables and accruals11 198 202

Provisions12 – 1

Borrowings13 345 83

Derivative financial instruments15 24 49

Taxation payable6 17 23

Total current liabilities584 358

Non-current liabilities

Payables and accruals11 6 4

Provisions12 51 53

Derivative financial instruments15 73 139

Borrowings13960 1,024

Deferred tax6 1,131 1,111

Total non-current liabilities 2,221 2,331

Total liabilities 2,805 2,689

Net assets 3,286 3,308


For and on behalf of the Board of Directors who authorised the issue of the Financial Statements on 21 August 2018.

Joan Withers Keith Smith

Chair Director

21 August 2018 21 August 2018

The accompanying notes form an integral part of these financial statements.

08 // 09
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2018

Issued

capital

$M

Retained

earnings

$M

Asset

revaluation

reserve

$M

Cash flow

hedge

reserve

$M

Other

reserves

$M

Total

equity

$M

Balance as at 1 July 2016378 253 2,821 (76)(61) 3,315

Movement in asset revaluation reserve, net of taxation – – 38 – – 38

Movement in cash flow hedge reserve, net of taxation – – – 25 – 25

Movements in other reserves – – – – 11 11

Share of movements in associates’ and joint ventures’

reserves – – (12) (2) – (14)

Release of asset revaluation reserve, net of taxation – – 2 – – 2

Other comprehensive income – – 28 23 11 62

Net profit for the year – 184 – – – 184

Total comprehensive income for the year – 184 28 23 11 246

Dividend – (253) – – – (253)

Balance as at 30 June 2017378 184 2,849 (53)(50)3,308

Balance as at 1 July 2017 378 184 2,849 (53) (50) 3,308

Movement in asset revaluation reserve, net of taxation – – 40 – – 40

Movement in cash flow hedge reserve, net of taxation – – – 27 – 27

Movements in other reserves – – – – (14) (14)

Share of movements in associates’ and joint ventures’

reserves – – 12 2 – 14

Acquisition of treasury shares––––(50)(50)

Other comprehensive income – – 52 29 (64) 17

Net profit for the year – 234 – – – 234

Total comprehensive income for the year – 234 52 29 (64)251

Dividend – (273) – – – (273)

Balance as at 30 June 2018378 145 2,901 (24)(114)3,286

The accompanying notes form an integral part of these financial statements.

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2018

2018

$M

2017

$M

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 1,800 1,539

Payments to suppliers and employees (1,237)(1,022)

Interest received 2 2

Interest paid (92)(95)

Taxes paid (102)(52)

Net cash provided by operating activities 371 372

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property, plant and equipment (94)(103)

Acquisition of intangibles (33)(20)

Acquisition of investment (144)–

Disposal of intangibles – 26

Disposal of land and associated real property 5 –

Distributions received from and advances repaid to associates and joint ventures 6 7

Net cash used in investing activities (260)(90)

CASH FLOWS FROM FINANCING ACTIVITIES

Acquisition of treasury shares (50) –

Proceeds from loans 262 75

Repayment of loans (75) (120)

Dividends paid (273)(253)

Net cash used in financing activities (136)(298)

Net decrease in cash and cash equivalents held (25)(16)

Cash and cash equivalents at the beginning of the year 30 46

Cash and cash equivalents at the end of the year 5 30

Cash balance comprises:

Cash balance at the end of the year 5 30

The accompanying notes form an integral part of these financial statements.

10 // 11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1. ACCOUNTING POLICIES

(1) Reporting entity

Mercury NZ Limited (“the Company”) is incorporated in New Zealand, registered under the Companies Act 1993, an FMC

reporting entity under the Financial Markets Conduct Act 2013, and is listed on the NZSX and ASX.

The consolidated financial statements (“Group financial statements”) are for Mercury NZ Limited Group (“the Group”). The

Group financial statements comprise the Company and its subsidiaries, including its investments in associates and interests in

joint arrangements.

The majority shareholder of Mercury NZ Limited is Her Majesty the Queen in Right of New Zealand (“the Government”),

providing it with significant potential influence over the Group. The liabilities of the Group are not guaranteed in any way by the

Government or by any other shareholder.

(2) Basis of preparation

The Group financial statements have been prepared in accordance with the Financial Reporting Act 2013, the Companies Act

1993 and in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They comply with New

Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) as appropriate for profit-oriented entities.

These financial statements also comply with International Financial Reporting Standards (“IFRS”).

The Group financial statements are prepared on the basis of historical cost, with the exception of financial instruments and

generation assets which are measured at fair value.

The Group financial statements have been prepared so that all components are stated exclusive of GST, with the exception of

receivables and payables that include GST invoiced.

Functional and presentation currency

These financial statements are presented in New Zealand Dollars ($) which is the Group’s functional currency, apart from

Mighty Geothermal Power Limited and its direct subsidiaries as their functional currency is the United States Dollar. Unless

otherwise stated, financial information has been rounded to the nearest million dollars ($M).

The assets and liabilities of entities whose functional currency is not the New Zealand Dollar, are translated at the exchange

rates ruling at balance date. Revenue and expense items are translated at the spot rate at the transaction date or a rate

approximating that rate. Exchange differences are taken to the foreign currency translation reserve.

Estimates and judgements

The preparation of financial statements requires judgements and estimates that impact the application of policies and the

reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The areas of significant estimates and judgements are as follows:

Generation plant and equipment (refer note 8)

Retail revenue accruals (refer note 11)

Restoration and environmental rehabilitation (refer note 12)

Valuation of financial instruments (refer note 14 and note 15)

Accounting policies and standards

No changes to accounting policies have been made during the year and policies have been consistently applied to all years

presented. Certain comparatives have been restated where needed to conform to current year classification and presentation.

Implementation of new accounting standards

New international financial reporting standards relating to Financial Instruments (NZ IFRS 9), Revenue from Contracts with

Customers (NZ IFRS 15), and Leases (NZ IFRS 16) will be adopted by the Group for the reporting period ending 30 June 2019.

The Group has reviewed its existing and future contracts and arrangements, and undertaken an assessment of the impact of

the new standards.

NZ IFRS 9 Financial instruments

NZ IFRS 9 addresses the classification, measurement and recognition of financial assets and liabilities through a simplified

mixed measurement model and establishes three primary measurement categories for financial assets, being (i) amortised

cost (ii) fair value through other comprehensive income and (iii) fair value through profit or loss.

The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the

financial asset. The expected credit losses model replaces the incurred loss impairment model used in NZ IAS 39. NZ IFRS 9

also expands the eligibility for hedge accounting by focusing on the economic relationship between hedged items and

hedging instruments.

This treatment may result in the increased ability for Mercury to hedge account for financial arrangements. Adopting this
approach will result in greater fair value movements recognised through the cash flow hedge reserve as opposed to the

income statement. On adoption, there are no additional financial derivatives that will be hedge accounted under the new

standard.

NZ IFRS 15 Revenue from Contracts with Customers

The core principle of NZ IFRS 15 is that an entity must recognise revenue at an amount that reflects the consideration it

expects to be entitled for transferring goods or services to a customer. This is achieved through the core principles of the

standard, including identification of performance obligations in a contract, and allocation of a contract’s transaction price to

each of those performance obligations as they are satisfied. NZ IFRS 15 also specifies the accounting treatment for costs

incurred to obtain and fulfil contracts with customers. Specific presentation and disclosure requirements are also provided,

which are more detailed than under current standards.

Generally, revenue received by Mercury will continue to be recognised over time, as consideration due equates to contract

performance completed to date. For expedience, Mercury will apply NZ IFRS 15 to portfolios of customer contracts (e.g.

end-user sales), as these contracts have similar characteristics, and the effects on financial statements do not differ materially

from applying current standards to individual contracts.

Certain items will require differential treatment from that which is applicable under current standards. The main items

impacted are:

• Customer credits in the form of discounts allocated to customers will be recognised against revenue. This is a departure

from current treatment of recognising through expenses.

• Incremental costs of acquiring contracts with customers (e.g. commissions) will be capitalised to the balance sheet and

amortised over a period of two years.

• Disclosure requirements will increase. Revenue items will be disaggregated, contract balances disclosed and contract

performance obligations described via the notes to the financial statements.

While the timing of revenue recognition is similar to current standards, the Group will generally recognise a greater amount of

contract costs within revenue as opposed to its current practice of recognising within expenses.

NZ IFRS 16 Leases

NZ IFRS 16 will bring most leases on-balance sheet with the aim of providing more transparency around the impact of leases

on the Group. The standard provides a single lease accounting model, requiring the recognition of assets and liabilities for all

leases unless the lease term is 12 months or less or the underlying asset has a low value.

The presentation of Mercury’s financial statements will be significantly impacted by NZ IFRS 16. Operating leases with a term

of greater than one year (as shown in note 18) will be recognised on the balance sheet as right-of-use assets and lease

liabilities. An additional interest expense relating to the lease liability will be recognised over the lease term, and the right-of-

use asset will be depreciated via the income statement.

At the date of adoption, the Group will have leases relating mainly to building accommodation, with terms of up to 17 years.

The approximate impact on the 30 June 2018 financial statements of the three new standards is an immaterial impact on net

profit before tax (being increase in EBITDAF of $5 million and an increase in depreciation and interest costs of $5 million),

an increase in assets of $15 million, an increase in liabilities of $20 million, with a corresponding decrease in reserves of

$5 million.

12 // 13
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

NOTE 2. SEGMENT REPORTING

Identification of reportable segments

The operating segments are identified by management based on the nature of the products and services provided. Discrete

financial information about each of these operating businesses is reported to the Chief Executive, being the chief operating

decision-maker, on at least a monthly basis, who assesses the performance of the operating segments on a measure of

EBITDAF. Segment EBITDAF represents profit earned by each segment exclusive of any allocation of central administration

costs, share of earnings of associates, change in fair value of financial instruments, depreciation, amortisation, impairments,

finance costs and tax expense. Operating segments are aggregated into reportable segments only if they share similar

economic characteristics.

Types of products and services

Energy Markets

The energy markets segment encompasses activity associated with the electricity production, electricity trading, and sale of

energy and related services and products to customers, and generation development activities.

Other Segments

Other operating segments that are not considered to be reporting segments are grouped together as “Other Segments”.

Activities include metering, sales of solar equipment, and international geothermal operations.

Unallocated

Represents corporate support services and related elimination adjustments.

Inter-segment

Transactions between segments are carried out on normal commercial terms and represent charges by Other Segments to

Energy Markets.

Segment results

June 2018

Energy

Markets

$M

Other

Segments

$M

Unallocated

$M

Inter–

segment

$M

To t a l

$M

Total segment revenue 1,773 53 2 (25) 1,803

Direct costs (1,047) (6) – 25 (1,028)

Other operating expenses (134) (18) (62) – (214)

Segment EBITDAF 592 29 (60) – 561

June 2017

Energy

Markets

$M

Other

Segments

$M

Unallocated

$M

Inter–

segment

$M

To t a l

$M

Total segment revenue1,571 52 1 (27)1,597

Direct costs(881)(6) – 27 (860)

Other operating expenses(133)(19)(62) – (214)

Segment EBITDAF557 27 (61) – 523

NOTE 3. NON STATUTORY MEASURE – UNDERLYING EARNINGS
Underlying earnings is presented to enable stakeholders to make an assessment and comparison of earnings after removing

one-off and/or infrequently occurring events (exceeding $10 million of net profit before tax), impairments and any changes in

the fair value of derivative financial instruments or any equity accounted share of changes in the fair value of derivative

financial instruments.

2018

$M

2017

$M

Profit for the year234184

Change in the fair value of financial instruments(49)(31)

Equity accounted share of the change in the fair value of financial instruments of associate entities (1) (4)

Impairments – 18

Adjustments before tax expense(50)(17)

Tax expense 14 9

Adjustments after tax expense(36)(8)

Underlying earnings after tax198176

Tax has been applied on all taxable adjustments at 28%.

NOTE 4. OTHER INCOME STATEMENT DISCLOSURES

2018

$M

2017

$M

Sales 1,756 1,552

Other revenue 47 45

Total revenue1,803 1,597

Energy costs (527)(358)

Line charges (437)(440)

Other direct cost of sales, excluding third party metering (33)(32)

Direct costs of other revenue (6)(6)

Third party metering (25)(24)

Employee compensation and benefits (87)(83)

Maintenance expenses (51)(48)

Other expenses (76)(83)

Total expenses (1,242)(1,074)

Interest expense (92) (97)

Interest income 2 2

Net interest expense (90)(95)

Audit fees

Fees payable to Ernst & Young, who are appointed by the Auditor General, for the audit and review of the financial statements

were $590,000 (2017: $580,000). Non audit services in relation to payroll advisory services were $71,000 (2017: $26,000).

EY (US) also provided US tax compliance services in the amount of $247,000 (2017: $198,000).

14 // 15
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

NOTE 5. SHARE CAPITAL AND DISTRIBUTION

The share capital of the Company is represented by 1,400,012,517 ordinary shares (2017: 1,400,012,517) issued and fully paid.

The weighted average number of shares on issue during the year, on both a basic and diluted basis, was 1,374,982,137 (2017:

1,376,302,303). These shares do not have a par value, have equal voting rights and share equally in dividends and any surplus

on winding up.

2018

Number of

shares (M)

2018

$M

2017

Number of

shares (M)

2017

$M

Treasury shares

Balance at the beginning of the year 24 51 24 52

Acquisition of treasury shares 15 50 – –

Balance at the end of the year 39 101 24 51

Cents

per share

2018

$M

2017

$M

Dividends declared and paid

Final dividend for 2016 8.6 – 118

Special dividend paid September 2016 4.0 – 55

Interim dividend for 2017 5.8 – 80

Final dividend for 2017 8.8 121 –

Special dividend paid September 2017 5.0 69 –

Interim dividend for 2018 6.0 83 –

273253

No imputation credits are available at 30 June 2018 (2017: $nil) as the imputation credit account has a deficit of $24 million.

The imputation credit account is required to have a surplus balance at 31 March each year.

NOTE 6. TAXATION

2018

$M

2017

$M

Income Tax

(i) Tax expense

Profit before tax 325258

Prima facie tax expense at 28% on the profit before tax (91)(72)

Increase/(decrease) in tax expense due to:

• share of associates’ and joint ventures’ tax paid earnings 1 2

• capital gain – 1

• non-deductible impairments – (4)

• other differences (1)(1)

Tax expense attributable to profit from ordinary activities (91) (74)

Represented by:

Current tax expense (97)(80)

Deferred tax recognised in the income statement 6 6

The tax expense charged to the income statement includes both the current year’s provision and the income tax effect of:

• taxable temporary differences, except those arising from initial recognition of goodwill; and

• deductible temporary differences to the extent that it is probable that they will be utilised.

Deferred Tax
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax and accounting

bases of the Group’s assets and liabilities. A deferred tax asset is only recognised to the extent that there will be future taxable

profit to utilise the temporary difference.

Property, plant and equipment is held on capital account for income tax purposes. Where assets are revalued, with no similar

adjustment to the tax base, a taxable temporary difference is created that is recognised in deferred tax. The deferred tax

liability on these revaluations is unlikely to crystallise in the foreseeable future under existing income tax legislation.

Assets

2018

$M

Assets

2017

$M

Liabilities

2018

$M

Liabilities

2017

$M

Net

2018

$M

Net

2017

$M

(i) Recognised deferred tax assets and liabilities

Property, plant and equipment – – (1,151) (1,156) (1,151) (1,156)

Financial instruments 5 29 – – 5 29

Employee benefits and provisions 2 2 – – 2 2

Other 13 14 – – 13 14

20 45 (1,151) (1,156) (1,131) (1,111)

Property,

plant and

equipment

$M

Financial

instruments

$M

Employee

entitlements

$M

Other

$M

To t a l

$M

(ii) Movement in deferred tax

Balance as at 1 July 2016 (1,158) 51 2 12 (1,093)

Charged/(credited) to the income statement 17 (10) – (1) 6

Charged/(credited) to other comprehensive income (15) (11) – – (26)

Other movements – (1) – 3 2

Balance as at 30 June 2017 (1,156) 29 2 14 (1,111)

Balance as at 1 July 2017 (1,156) 29 2 14 (1,111)

Charged/(credited) to the income statement 21 (14) – (1) 6

Charged/(credited) to other comprehensive income (17) (9) – – (26)

Balance as at 30 June 2018 (1,152) 6 2 13 (1,131)

Tax deductions for building depreciation were disallowed by the Inland Revenue from 1 July 2011. Since then, the Group has

maintained the view that both hydro-electric and geothermal powerhouse assets are plant and not buildings and therefore

should not be captured by this change. Inland Revenue has accepted the Group’s view in respect of hydro-electric powerhouse

assets, but not in respect of geothermal powerhouse assets.

During the period ended 30 June 2017, the Group filed proceedings with the High Court to challenge the Inland Revenue’s

position in relation to geothermal powerhouse assets. The case is expected to be heard in the period ending 30 June 2019.

In the event the Group is unsuccessful, this could result in an additional deferred tax liability (and tax expense) of up to

$6 million at that time.

NOTE 7. INVENTORIES

Cost is determined on a weighted average basis and includes expenditure incurred in acquiring inventories and bringing them

to their final condition and location. Consumable stores of $26 million (2017: $28 million) are held to service and repair

operating plant. Meter stock of $9 million (2017: $11 million) is held in inventory until it is deployed into the field at which time

it is transferred into property, plant and equipment.

16 // 17
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

NOTE 8. PROPERTY, PLANT AND EQUIPMENT

Generation

assets at fair

value

$M

Meters at

cost

$M

Other assets

at cost

$M

Capital work

in progress

at cost

$M

To t a l

$M

Year ended 30 June 2017

Opening net book value 5,269 60 45 45 5,419

Additions 60 5 1 32 98

Transfers 18 – 3 (21) –

Charged to the Income Statement – – – (1) (1)

Net revaluation movement 52 – – – 52

Impairments (4) – – – (4)

Depreciation charge for the year (154) (12) (10) – (176)

Closing net book value 5,241 53 39 55 5,388

Balance at 30 June 2017

Cost or valuation 5,241 172 131 55 5,599

Accumulated depreciation – (119) (92) – (211)

Net book value 5,241 53 39 55 5,388

Year ended 30 June 2018

Opening net book value 5,241 53 39 55 5,388

Additions 52 6 5 31 94

Transfers 25 – 3 (28) –

Net revaluation movement55 – – – 55

Depreciation charge for the year (158) (11) (10) – (179)

Closing net book value 5,215 48 37 58 5,358

Balance at 30 June 2018

Cost or valuation 5,215 178 137 58 5,588

Accumulated depreciation – (130) (100) – (230)

Net book value 5,215 48 37 58 5,358

Assets carrying values

The cost of property, plant and equipment purchased comprises the consideration given to acquire the assets plus other

directly attributable costs incurred in bringing the assets to the location and condition necessary for their intended use.

The cost of property, plant and equipment constructed by the Group, including capital work in progress, includes the cost of all

materials used in construction, associated direct labour and an appropriate proportion of variable and fixed overheads.

Financing costs attributable to a project are capitalised at the Group’s specific project finance interest rate, where these meet

certain time and monetary materiality limits. Costs of testing whether the assets are functioning properly, after deducting the

net proceeds from power generation, are also capitalised. Costs cease to be capitalised as soon as an asset is ready for

productive use.

Costs incurred in obtaining resource consents are capitalised and recognised as a non-current asset where it is probable they

will give rise to future economic benefits. These costs are depreciated over the life of the consent on a straight-line basis.

Generation plant and equipment is measured at fair value less accumulated depreciation. Any surplus on revaluation of an

individual item of property, plant and equipment is transferred directly to the asset revaluation reserve unless it offsets a

previous decrease in value recognised in the income statement, in which case it is recognised in the income statement. A

deficit on revaluation of an individual item of property, plant and equipment is recognised in the income statement in the

period it arises where it exceeds any surplus previously transferred to the asset revaluation reserve. Any accumulated

depreciation at the date of the revaluation is eliminated against the gross carrying amount of the asset and the net amount is

restated to the revalued amount of the asset. Additions to property, plant and equipment stated at valuation subsequent to the

most recent valuation are recorded at cost. All other items of property, plant and equipment are recorded at cost less

depreciation and impairments.

Capital work in progress at cost relating to intangible assets is now shown within note 9. Historic comparatives have been

restated as a result of this change.

Assets carried at fair value
All generation assets shown at valuation (except Resource Management Act consents) were revalued using a net present value

methodology by PricewaterhouseCoopers, an independent valuer, as at 30 June 2018. This resulted in an increase to the

carrying value of the Group’s geothermal generation assets of $55 million in the current year. This is in addition to the

$52 million revaluation increase recognised across the Group’s geothermal generation assets in 2017. As a consequence of the

revaluation, accumulated depreciation on these geothermal assets has been reset to nil.

The key assumptions that are used in the valuation include the forecast of the future wholesale electricity price path, volumes,

projected operational and capital expenditure, capacity and life assumptions and discount rate. In all cases there is an element

of judgement required as they make use of unobservable inputs including wholesale electricity prices of between $63/MWh

and $105/MWh (2017: $70/MWh and $104/MWh), average operational expenditure of $160 million p.a. (2017: $158 million

p.a.), net average production volumes of 6,620/GWh p.a. (2017: 6,567/GWh p.a.) and a post-tax discount rate of between 7.5%

and 7.9% (2017: 7.5% and 7.9%). The valuation also assumed the on-going operation of New Zealand Aluminium Smelters

Limited at Tiwai Point and that the current regulatory environment (including any changes to the cost of fuel) is maintained.

The discounted cash flow valuation approach assumes 100% control and consequently a control premium should be applied if

using an equity valuation technique to derive comparative asset values.

The following table outlines the valuation impact of changes to assumptions, keeping all other valuation inputs constant, that

the valuation is most sensitive to.

SensitivityValuation impact

2018

$M

2017

$M

Future wholesale electricity price path+/- 10%$783 / ($790)$781 / ($790)

Discount rate+/- 0.5%($496) / $592($502) / $599

Operational expenditure+/- 10%($231) / $230($231) / $231

The carrying amount of revalued generation assets, had they been recognised at cost, would have been $1,977 million (2017:

$1,978 million).

Depreciation

Depreciation is provided on a straight-line basis on all property, plant and equipment other than freehold land, capital work in

progress and exploration and evaluation assets, so as to write down the assets to their estimated residual value over their

expected useful lives.

The annual depreciation rates are as follows:

20182017

Office fixture and fittings, including fitout2-50%2-50%

Generation assets:

• Hydro and thermal generation1-33%1-33%

• Other generation2-33%2-33%

Meters3-33%3-33%

Computer hardware and tangible software5-50%5-50%

Other plant and equipment2-50%2-50%

Vehicles5-33%5-33%

18 // 19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

NOTE 9. INTANGIBLE ASSETS

Intangible

software

$M

Rights

$M

Emissions

units

$M

Work In

Progress

$M

To t a l

$M

Year ended 30 June 2017

Opening net book value 17 23 28 22 90

Additions 7 – 7 20 34

Transfers 5 1 – (6) –

Charged to the Income Statement – – – (2) (2)

Disposals – – (21) – (21)

Impaired assets – (1) – – (1)

Amortisation for the year (12) (1) – – (13)

Closing net book amount 17 22 14 34 87

Balance at 30 June 2017

Cost 140 34 14 34 222

Accumulated amortisation (123) (12) – – (135)

Net book value 17 22 14 34 87

Year ended 30 June 2018

Opening net book value 17 22 14 34 87

Additions 20 – 7 10 37

Transfers 34 – – (34) –

Surrendered units – – (5) – (5)

Amortisation for the year (16) (2) – – (18)

Closing net book amount 55 20 16 10 101

Balance at 30 June 2018

Cost 194 34 16 10 254

Accumulated amortisation (139) (14) – – (153)

Net book value 55 20 16 10 101

Software

Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use. These costs

are amortised over their remaining estimated useful lives of between 2 to 15 years (2017: between 2 to 15 years). As these

assets are deemed to have a finite life, impairment testing will only be performed when there is an indication that the

intangible asset may be impaired.

Rights

Rights, of which land access rights are the most significant, acquired to further the Group’s generation development

programme are stated at cost less accumulated amortisation and any accumulated impairment losses. Rights, which have a

finite life, are amortised over the life of the rights, which range from 3 to 25 years (2017: 3 to 25 years). Testing for impairment

will only arise when there is an indication that the asset may be impaired.

Emissions units and emissions obligations

Emissions units that have been allocated by the Government under the Projects to Reduce Emissions scheme are recorded at

nominal value (nil value). Purchased emissions units are recorded at cost (purchase price). Emissions units, whether allocated

or purchased, are recorded as intangible assets. Emissions units are not revalued subsequent to initial recognition.

Emissions units that are surrendered to creditors in compensation for their emissions obligations are recognised as an

expense in the income statement and a reduction to intangible assets in the balance sheet, based on the weighted average

cost of the units surrendered.

Emissions obligations are recognised as a current liability as the obligation is incurred. Up to the level of units held, the liability

is recorded at the carrying value of those units intended to settle the liability. Forward contracts for the purchase of emissions

units are recognised when the contracts are settled.

NOTE 10. INVESTMENT AND ADVANCES TO ASSOCIATES AND JOINT ARRANGEMENTS (JOINT
VENTURES AND JOINT OPERATIONS)

The Group financial statements include the following:

Interest held

Name of entityPrincipal activityType20182017Country

TPC Holdings LimitedInvestment holdingAssociate25.00%25.00%New Zealand

RotokawaSteamfield operationJoint operation64.80%64.80%New Zealand

Nga Awa PuruaElectricity generationJoint operation65.00%65.00%New Zealand

EnergySource LLCInvestment holdingJoint venture20.86%20.86%United States

EnergySource Minerals LLCMineral extractionJoint venture20.84%–United States

Hudson Ranch I Holdings LLCElectricity generationJoint venture75.00%75.00%United States

AssociatesJoint ventures

2018

$M

2017

$M

2018

$M

2017

$M

Balance at the beginning of the year76 77 – 15

Share of earnings2 6 – –

Share of movement in other comprehensive income 14 (2) – (12)

Distributions received during the year (4) (5) – (2)

Impaired advance to joint venture – – – (1)

Balance at the end of the year 88 76 – –

At the end of the year the Group had outstanding advances to its Rotokawa joint venture partner in the amount of $7 million

(2017: $8 million) and its associate TPC Holdings Limited of $4 million (2017: $4 million). For terms and conditions of these

related party receivables refer to note 17.

Due to the nature of the contractual arrangements that surround the joint venture entities, which allow for a reduction in the

Group’s economic interest once prescribed preferred returns have been achieved, the share of movements in earnings and

reserves has been calculated based on the Hypothetical Liquidation at Book Value method. This method more closely aligns

the recognition of earnings through time with the expected contractually agreed economic outcomes compared to the

recognition of earnings based on a strict percentage of ownership.

In compliance with the equity method under NZ IAS 28 - Investments in Associates and Joint Ventures, the Group has yet to

recognise its share of losses relating to Energy Source LLC amounting to US$3 million (2017: US$3 million).

During the period, the Group acquired a 19.99% shareholding in Tilt Renewables Limited for $144 million or $2.30 per share.

Tilt is a listed company on the NZSX and ASX. The shareholding is recognised as an available for sale investment, and had a

market value of $2.07 per share or $130 million at 30 June 2018 (refer to note 20 for further information).

NOTE 11. RECEIVABLES, PAYABLES AND ACCRUALS

2018

$M

2017

$M

Receivables

Trade receivables and accruals 219 233

Allowance for impairment loss (2) (2)

Net trade receivables and accruals 217 231

Prepayments 9 9

226 240

Revenue accruals for unread gas and electricity meters at balance date involves an estimate of consumption for each unread

meter, based on the customer’s past consumption history.

Trade receivables are non-interest bearing and are generally on 30 day terms. For terms and conditions of related party

receivables refer to note 17.

20 // 21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

The Group recognises an allowance for impairment loss when there is objective evidence that the Group will not be able to

collect amounts due according to the original terms of the receivable. An allowance charge of $3 million (2017: $3 million) was

recognised during the year. Receivables of $3 million (2017: $3 million) which were deemed uncollectable were written off.

2018

$M

2017

$M

Receivables past due but not considered impaired:

Less than one month past due 6 7

Greater than one month past due 2 2

8 9

2018

$M

2017

$M

Payables and accruals

Trade payables and accruals 179 194

Employee entitlements 8 7

Sundry creditors 17 5

204 206

Trade payables are non-interest bearing and are normally settled on 30 to 60 day terms.

NOTE 12. PROVISIONS

2018

$M

2017

$M

Balance at the beginning of the year 54 54

Provisions made during the year 1 1

Provisions used during the year (2) (4)

Provisions reversed during the year (3) –

Discounting movement 1 3

Balance at the end of the year 51 54

Current – 1

Non-current 51 53

51 54

Provisions have been recognised for the abandonment and subsequent restoration of areas from which geothermal resources

have been utilised. The provision is calculated based on the present value of Management’s best estimate of the expenditure

required, and the likely timing of settlement. Changes in these estimates made during the year are reported as an increase in

provisions and a reduction in revaluation reserves. The increase in provision resulting from the passage of time (the discount

effect) is recognised as an interest expense.

NOTE 11. RECEIVABLES, PAYABLES AND ACCRUALS (CONTINUED)

NOTE 13. BORROWINGS
Borrowing

currency

denominationMaturity Coupon

2018

$M

2017

$M

Bank facilitiesNZDVariousFloating 91 –

Commercial paper programmeNZD< 3 monthsFloating170 75

Wholesale bondsNZDMar–20195.03%76 76

Wholesale bondsNZDFeb–20208.21%31 31

USPP – US$125mUSDDec–20204.25%163 164

Wholesale / credit wrapperNZDSep–2021Floating300 301

USPP – US$30mUSDDec–20224.35%39 39

Wholesale bondsNZDMar–20235.79%25 25

USPP – US$45mUSDDec–20254.60%59 58

Capital bondsNZDJul–20446.90%305 305

Deferred financing costs(5) (6)

Fair value adjustments51 39

Carrying value of loans1,305 1,107

Current345 83

Non-current960 1,024

1,305 1,107

The Group has entered into a Master Trust Deed and Supplementary Trust Deeds for all its NZD denominated Senior Fixed

and Floating Rate Bonds with the New Zealand Guardian Trust Group Limited, acting as trustee for the holders. The Group has

agreed, subject to certain exceptions, not to create or permit to exist a security interest over or affecting its assets to secure

indebtedness, and to maintain certain financial covenants. There has been no breach of the terms of these deeds.

The Group has entered into a negative pledge deed in favour of its bank financiers in which the Group has agreed, subject

to certain exceptions, not to create or permit to exist a security interest over or affecting its assets to secure its indebtedness,

and to maintain certain financial ratios in relation to the Group. These undertakings and covenants also apply to the US Private

Placement terms and conditions. There has been no breach of the terms of this deed or the terms and conditions of the US

Private Placement.

The Group has $650 million of committed and unsecured bank loan facilities as at 30 June 2018 (30 June 2017:

$350 million) of which $100 million was not available for drawdown until August 2018. Subsequent to the reporting period,

the Company has cancelled $100 million of facilities and had $100 million of facilities mature. Of the loan facilities of

$450 million available in August 2018, $50 million expires in September 2019, $100 million expires in June 2021, $100

million expires in August 2022 and a rolling bank loan of $200 million currently expires in December 2019.

The Group has a $200m Commercial Paper programme which is fully backed by committed and undrawn bank facilities.

Notes issued under the programme are short-term money market instruments, unsecured and unsubordinated and targeted

at professional investors. The programme is rated A2 by S&P.

22 // 23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

NOTE 14. FINANCIAL RISK MANAGEMENT

The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to proactively

manage these risks with the aim of protecting shareholder wealth. Exposure to price, credit, foreign exchange, liquidity and

interest rate risks arise in the normal course of the Group’s business. The Group’s principal financial instruments comprise

cash and cash equivalents, trade receivables and accruals (not prepayments), advances, payables and accruals, borrowings

and derivative financial instruments.

(A) MARKET RISK

Price risk – energy contracts

The Group enters into energy contracts that establish a fixed price at which future specified quantities of electricity are

purchased and sold. The energy contracts are periodically settled with any difference between the contract price and the spot

market price settled between the parties. At balance date, the principal value of energy contracts, including both buy and sell

contracts, with remaining terms of up to 13 years (2017: 14 years), were $1,520 million (2017: $1,674 million).

Foreign exchange risk

The Group is exposed to foreign exchange risk as a result of transactions denominated in a currency other than the Group’s

functional currency. The currencies giving rise to this risk are primarily US Dollar, Japanese Yen and Euro.

Foreign exchange risk arises from future commercial transactions (including the purchase of capital equipment and

maintenance services), recognised assets and liabilities (including borrowings) and net investments in foreign operations. It is

the Group’s policy to enter into forward exchange contracts to hedge its committed expenditure programme. At balance date

the principal or contract amounts of foreign currency forward exchange contracts were $21 million (2017: $42 million).

Interest rate risk

The Group has exposure to interest rate risk to the extent that it borrows for fixed terms at floating interest rates. The Group

uses interest rate swaps and interest rate options to manage this exposure. At balance date, the contract principal amount of

interest rate swaps outstanding (including forward starts) was $2,466 million (2017: $2,976 million).

Sensitivity analysis

The following summarises the potential impact of increases or decreases in the relevant market risk exposures of the Group

on post tax profit and on other components of equity. The analysis does not take into account dynamic market response over

time, which could be material.

Price risk

Sensitivity analysis is based on an assessment of the reasonably possible movements in forward price.

Impact on post tax profitImpact on equity

2018

$M

2017

$M

2018

$M

2017

$M

Group

Electricity forward price increased by 10%(8)(6)(26)(34)

Electricity forward price decreased by 10%8 6 21 33

Foreign exchange risk
Sensitivity analysis is based on the impact of the New Zealand Dollar weakening or strengthening against the most significant

currencies for which the Group has foreign exchange exposure, allowing for reasonably possible movements in foreign

exchange rates over a one year period based on the average actual movements experienced over the prior 10 years.

Impact on post tax profitImpact on equity

2018

$M

2017

$M

2018

$M

2017

$M

New Zealand Dollar – Euro

Currency strengthens by 10% – – (1) (2)

Currency weakens by 10% – – 1 2

Interest rate risk

Sensitivity analysis is based on an assessment of the reasonably possible movement in the 10 year swap rate over a one year

period based on actual movements over the last 10 years. The movement in post tax profits are due to higher/lower interest

costs from variable rate debt and cash balances combined with the result of fair value changes in interest rate swaps and

options that are valid economic hedges but which do not qualify for hedge accounting under NZ IAS 39. The movements in

other components of equity result from fair value changes in interest rate swaps and options that have qualified for hedge

accounting.

Impact on post tax profitImpact on equity

2018

$M

2017

$M

2018

$M

2017

$M

Interest rates higher by 100 bps (13)(2)20 19

Interest rates lower by 100 bps14 2 (21)(20)

(B) CREDIT RISK

The Group manages its exposure to credit risk under policies approved by the Board of Directors. The Group performs credit

assessments on all electricity customers and normally requires a bond from commercial customers who have yet to establish

a suitable credit history. Customer bonds are held in a separate bank account.

It is the Group’s policy to only enter into derivative transactions with banks that it has signed an ISDA master agreement with,

and which have a minimum long-term S&P (or Moody’s equivalent) credit rating of A- or higher.

With respect to energy contracts, the Group has potential credit risk exposure to the counterparty dependent on the current

market price relative to contracted price until maturity.

In the event of a failure by a retailer to settle its obligations to the Energy Clearing House, following the exhaustion of its

prudential security, a proportionate share of the shortfall will be assumed by all generator class market participants. The Group

consequently will be impacted in the event that this occurs.

The carrying amounts of financial assets recognised in the balance sheet best represent the Group’s maximum exposure to

credit risk at the reporting date without taking account of any collateral held by way of customer bonds.

(C) LIQUIDITY RISK

The Group manages its exposure to liquidity risk under policies approved by the Board of Directors. Policies require that

prescribed headroom is available in undrawn and committed facilities to cover unanticipated needs and that a limited amount

of facilities mature over the immediate 12 month forward-looking period. The Group’s objective is to maintain a balance

between continuity of funding and flexibility through the use of various funding sources.

Non-derivative financial liabilities

The following liquidity risk disclosures reflect all contractually fixed payoffs, repayments and interest from recognised non-

derivative financial liabilities. The timing of cash flows for non-derivative financial liabilities is based on the contractual terms

of the underlying contract. It should be noted that the amounts presented are contractual undiscounted cash flows,

consequently the totals will not reconcile with the amounts recognised in the balance sheet.

24 // 25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

While the tables below give the impression of a liquidity shortfall, the analysis does not take into account expected future

operating cash flows or committed and undrawn debt facilities that will provide additional liquidity support.

Less than 6

months

$M

6 to 12

months

$M

1 to 5

years

$M

Later than

5 years

$M

To t a l

$M

June 2018

Liquid financial assets

Cash and cash equivalents 5 – – – 5

Receivables 226 – – – 226

231 – – – 231

Financial liabilities

Payables and accruals (198) – (6) – (204)

Loans (285) (98) (668) (770) (1,821)

(483) (98) (674) (770) (2,025)

Net inflow/(outflow) (252) (98) (674) (770) (1,794)

Less than 6

months

$M

6 to 12

months

$M

1 to 5 years

$M

Later than 5

years

$M

To t a l

$M

June 2017

Liquid financial assets

Cash and cash equivalents 30 – – – 30

Receivables 240 – – – 240

270 – – – 270

Financial liabilities

Payables and accruals (202) – (4) – (206)

Loans (99) (24) (724) (905) (1,752)

(301) (24) (728) (905) (1,958)

Net inflow/(outflow) (31) (24) (728) (905) (1,688)

The comparative liquidity risk disclosures for 1 to 5 years and later than 5 years have been amended to reflect the contracted

maturity date of the capital bonds, and an estimate of associated interest on the capital bonds to maturity. The future interest

cost is based on the forecast floating rate plus the contracted margin. The company has the option to redeem all or some of

the bonds on the reset date, July 2019.

Derivative financial liabilities

The table below details the liquidity risk arising from derivative liabilities held by the Group at balance date. Net settled

derivatives include interest rate derivatives and electricity price derivatives. Gross settled derivatives relate to foreign exchange

derivatives that are used to hedge future purchase commitments. Foreign exchange derivatives may be rolled on an

instalment basis until the underlying transaction occurs. While the maturity of these derivatives are short-term the underlying

expenditure is forecast to occur over different time periods. The table also summarise the payments that are expected to be

made in relation to derivative liabilities. The Group also expects to receive funds relating to derivative asset settlements. The

expectation of cash receipts in relation to derivative assets should also be considered when assessing the ability of the Group

to meet its obligations.

NOTE 14. FINANCIAL RISK MANAGEMENT (CONTINUED)

Less than 6
months

$M

6 to 12

months

$M

1 to 5 years

$M

Later than 5

years

$M

To t a l

$M

June 2018

Derivative liabilities – net settled (27) (12) (52) (15) (106)

Derivative liabilities – gross settled

Inflows 19 1 –– 20

Outflows (19) (1)–– (20)

Net maturity (27) (12) (52) (15) (106)

Less than 6

months

$M

6 to 12

months

$M

1 to 5 years

$M

Later than 5

years

$M

To t a l

$M

June 2017

Derivative liabilities – net settled(54)(31)(62)(25) (172)

Derivative liabilities – gross settled

Inflows 41 – – – 41

Outflows (42) – – – (42)

Net maturity (55) (31) (62) (25) (173)

(D) FAIR VALUE ESTIMATION

Fair values

The carrying amount of financial assets and liabilities recorded in the financial statements approximates their fair values

except for: (i) the Fixed Rate Bonds, the Floating Rate Bonds and the US Private Placement, the fair values for which have been

calculated at $138 million (2017: $140 million), $293 million (2017: $287 million) and $301 million (2017: $289 million)

respectively; and (ii) the Capital Bonds, the fair value for which has been calculated at $313 million (2017: $317 million). Fair

values are based on quoted market prices and inputs for each bond issue.

Valuation techniques

The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:

• Level 1 – the fair value is calculated using quoted prices in active markets;

• Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the

asset or liability, either directly (as prices) or indirectly (derived from prices); and

• Level 3 – the fair value is estimated using inputs that are not based on observable market data.

As at 30 June 2018 all of the Group’s financial instruments carried at fair value were categorised as level 2, except for

electricity price derivatives. Electricity price derivative assets of $21 million were categorised as level 1 (2017: $8 million) and

$63 million were categorised as level 3 (2017: $63 million). Electricity price derivative liabilities of $1 million were categorised as

level 1 (2017: $6 million) and $9 million were categorised as level 3 (2017: $55 million).

Financial instruments that are measured using a valuation technique with only observable market inputs, or unobservable

inputs that are not significant to the overall valuation, include interest rate derivatives and foreign exchange derivatives not

traded on a recognised exchange.

Financial instruments that use a valuation technique which includes non-market observable data include non-exchange

traded electricity contracts which are valued using a discounted cash flow methodology using a combination of ASX market

prices for the first three years, combined with Management’s internal view of forward prices for the remainder of the contract’s

term. Management’s internal view of forward prices incorporates a minimum price of $63/MWh and a maximum price of

$105/MWh (2017: minimum price of $70/MWh and a maximum price of $104/MWh) over the period in question (in real

terms) and is determined by a demand supply based fundamental model which takes account of current hydrological

conditions, future inflows, an assessment of thermal fuel costs, anticipated demand and supply conditions and future

committed generation capacity.

Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument

there are two key inputs being used: the forward price curve and the discount rate. Where the derivative is an option, then the

volatility of the forward price is another key input. The selection of inputs requires significant judgement, and therefore there is

a range of reasonably possible assumptions in respect of these inputs that could be used in estimating the fair values of these

derivatives. Maximum use is made of observable market data when selecting inputs and developing assumptions for the

valuation technique.

26 // 27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

Level 3 sensitivity analysis

The following summarises the potential impact of increases or decreases in price risk exposures of the Group on post tax

profit. Sensitivity analysis is based on an assessment of the reasonably possible movements in forward price.

Impact on post tax profit

2018

$M

2017

$M

Group

Electricity forward price increased by 10%(1)1

Electricity forward price decreased by 10%1 (1)

2018

$M

2017

$M

Reconciliation of level 3 fair value movements

Opening balance 7 (12)

New contracts 2 (4)

Matured contracts 8 –

Gains and losses

Through the income statement (7) (1)

Through other comprehensive income 44 24

Closing balance 54 7

Level 3 fair value movements recognised within the income statement of the Group are recognised within ‘change in the fair

value of financial instruments’. Comparative movements have been reclassified to reflect new and matured contracts that do

not qualify for hedge accounting.

Deferred ‘inception’ gains/(losses)

There is a presumption that when derivative contracts are entered into on an arm’s length basis, fair value at inception would

be zero. The contract price of non exchange traded electricity derivative contracts are agreed on a bilateral basis, the pricing

for which may differ from the prevailing derived market price curve for a variety of reasons. In these circumstances an

inception adjustment is made to bring the initial fair value of the contract to zero at inception. This inception adjustment is

amortised over the life of the contract by adjusting the future price path used to determine the fair value of the derivatives by

a constant amount to return the initial fair value to zero.

The table below details the movements in inception value gains/(losses) included in the fair value of derivative financial assets

and liabilities as at 30 June.

2018

$M

2017

$M

Electricity price derivatives

Opening deferred inception gains/(losses) (6) (4)

Deferred inception gains (losses) on new hedges (6) 3

Deferred inception losses realised during the year (16) (5)

Closing inception gains/(losses) (28) (6)

(E) CAPITAL RISK MANAGEMENT

Management seeks to maintain a sustainable financial structure for the Group having regard to the risks from predicted short

and medium-term economic, market and hydrological conditions along with estimated financial performance. Capital is

managed to provide sufficient funds to undertake required asset reinvestment as well as to finance new generation

development projects and other growth opportunities to increase shareholder value at a rate similar to comparable private

sector companies.

In order to maintain or adjust the capital structure, changes may be made to the amount paid as dividends to shareholders,

capital may be returned or injected or assets sold to reduce borrowings.

NOTE 14. FINANCIAL RISK MANAGEMENT (CONTINUED)

Consistent with other companies in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio is
calculated as net debt divided by total capital. Net debt is calculated as total borrowings (both current and non-current) less

cash and cash equivalents. Total capital is calculated as shareholders’ equity plus net debt. The gearing ratio is calculated

below:

2018

$M

2017

$M

Borrowings at carrying value1,305 1,107

Fair value adjustments US Private Placement(51)(39)

Less cash and cash equivalents(5)(30)

Net debt1,249 1,038

Total equity3,2863,308

Total capital4,5354,346

27.5%23.9%

Gearing ratio

Under the negative pledge deed in favour of its bank financiers the Group must, in addition to not exceeding its maximum

gearing ratio, exceed minimum interest cover ratios and a minimum shareholder equity threshold.

The Group seeks to maintain a debt to EBITDAF ratio of less than 3.0 times, on average through time, to maintain credit

metrics sufficient to support its credit rating on an on-going basis. For the purpose of calculating this ratio and consistent with

the rating agency treatment, the calculation of debt is deemed to be all senior debt and 50% of subordinated debt. For the

year ended 30 June 2018, the Group had a debt to EBITDAF ratio of 2.0 times (2017: 1.8 times).

NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS

The fair values of derivative financial instruments together with the designation of their hedging relationship are summarised

below, based on maturity date:

2018

$M

2017

$M

CURRENT ASSETS

Interest rate derivative 11 8

Electricity price derivative 19 10

Cross currency interest rate derivative 1 –

31 18

CURRENT LIABILITIES

Interest rate derivative 18 29

Electricity price derivative 5 18

Foreign exchange derivative – 1

Cross currency interest rate derivative 1 1

24 49

NON-CURRENT ASSETS

Interest rate derivative 11 27

Electricity price derivative 64 61

Cross currency interest rate derivative 35 23

110 111

NON-CURRENT LIABILITIES

Interest rate derivative 65 90

Cross currency interest rate derivative – margin 3 5

Electricity price derivative 5 44

73 139

28 // 29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

The majority of interest rate derivatives, short-term low value foreign exchange derivatives, and short-term low value exchange

traded energy contracts, while economic hedges, are not designated as hedges under NZ IAS 39 but are treated as at fair

value through profit and loss. All other interest rate derivatives (predominantly forward starting derivatives), foreign exchange

and electricity prices derivatives (except those described below) are designated as cash flow hedges under NZ IAS 39.

Cross currency interest rate swaps, which are used to manage the combined interest and foreign currency risk on borrowings

issued in foreign currency, have been split into two components for the purpose of hedge designation. The hedge of the

benchmark interest rate is designated as a fair value hedge and the hedge of the issuance margin is designated as a cash

flow hedge.

Electricity contracts not designated as hedges for accounting purposes

The Group has an electricity hedge contract with the Tuaropaki Power Company. The contract settles against a moving hedge

index rather than wholesale electricity prices.

Basis swaps: The Group has entered into a number of contracts to hedge wholesale electricity price risk between North and

South Island generically called basis swaps. The most significant is a contract with Meridian Energy which has a remaining life

of 7 years.

The changes in fair values of derivative financial instruments recognised in the income statement and other comprehensive

income are summarised below:

Income statement

Other comprehensive

income

2018

$M

2017

$M

2018

$M

2017

$M

Cross currency interest rate derivatives 12 (23) – –

Borrowings – fair value change (12) 24 – –

– 1 – –

Interest rate derivatives 40 38 (18) 13

Cross currency interest rate derivatives – margin – – 2 1

Electricity price derivatives 12 (9)49 23

Foreign exchange rate derivatives – – – (1)

Ineffectiveness of cash flow hedges recognised in the income statement (3) 1 – –

Total change in fair value of financial instruments 49 31 33 36

Movement in cash flow hedge reserve

2018

$M

2017

$M

Opening balance (53) (76)

The effective portion of cash flow hedges recognised in the reserve 33 36

Amortisation of fair values

1

(1) (1)

The amount transferred to balance sheet5 1

Equity accounted share of associates’ movement in other comprehensive income 2 (2)

Tax effect of movements(10) (11)

Closing balance (24) (53)

1 Amounts reclassified to the income statement recognised in amortisation.

NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

NOTE 16. RECONCILIATION OF PROFIT FOR THE YEAR TO NET CASH FLOWS
FROM OPERATING ACTIVITIES

2018

$M

2017

$M

Profit for the year234 184

Items classified as investing or financing activities

• Foreign exchange movements – –

• Net interest accrual1 1

Adjustments for:

Depreciation and amortisation 197 189

Carbon costs 4 –

Dividend income received from the investment in Tilt Renewables (1) –

Net (gain)/loss on sale of property, plant and equipment (2) 2

Net gain on disposal of emission units – (5)

Change in the fair value of financial instruments (49) (31)

Impaired assets – 18

Movement in effect of discounting on long-term provisions(3) 2

Share of earnings of associates and joint ventures (2) (6)

Other non-cash items(1) (1)

Net cash provided by operating activities before change in assets and liabilities378 353

Change in assets and liabilities during the year:

• Decrease/(increase) in trade receivables and prepayments 12 (42)

• (Increase)/decrease in consumable inventories(1) 3

• (Decrease)/increase in trade payables and accruals (6) 40

• (Decrease)/increase in provision for tax (6) 26

• Decrease in deferred tax (6) (8)

Net cash inflow from operating activities 371 372

30 // 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

NOTE 17. RELATED PARTY TRANSACTIONS

Majority shareholder

The majority shareholder of Mercury NZ Limited is the Government. All transactions with the Government and other entities

wholly or partly owned by the Government are on normal commercial terms. Transactions cover a variety of services including

trading energy, postal, travel and tax.

Transactions with related parties

Mercury NZ Limited has investments in subsidiaries, associates and joint arrangements, all of which are considered related parties.

As these are consolidated financial statements, transactions between related parties within the Group have been eliminated.

Consequently, only those transactions between entities which have some owners external to the Group have been reported below:

Transaction value

2018

$M

2017

$M

Associates

Management fees and service agreements received 14 12

Energy contract settlements received/(paid) 6 (1)

Joint operations

Management fees and service agreements received 11 15

Energy contract settlements received/(paid) 2 (9)

Interest income 1 1

Payments for inventory – (1)

Energy contracts, management and other services are made on normal commercial terms.

An advance to TPC Holdings Limited of $4 million (2017: $4 million) is interest free and repayable on demand subject to

certain conditions being met.

The long-term advance to our Rotokawa Joint Venture partner carries a floating interest rate. Repayments under the advance

are linked to the level of receipts under the geothermal energy supply agreement. There is no fixed repayment date, the

agreement will terminate on full payment of the outstanding balance.

No related party debts have been written off, forgiven, or any impairment charge booked.

Transaction value

2018

$000

2017

$000

Key management personnel compensation (paid and payable) comprised:

Directors’ fees 960 885

Benefits for the Chief Executive and Senior Management:

Salary and other short-term benefits 6,275 6,175

Share-based payments 553 430

7,788 7,4 9 0

The year-on-year increase in directors’ fees is due to the appointment of an additional director to bring the Board to its full

complement.

Other transactions with key management personnel

Key management personnel are those people with responsibility and authority for planning, directing and controlling the

activities of the entity. Key management personnel for the Group are considered to be the Directors and Senior Management.

Directors and employees of the Group deal with Mercury NZ Limited as electricity consumers on normal terms and conditions,

with staff discounts for employees, within the ordinary course of trading activities. A number of key management personnel

also provide directorship services to other third party entities. A number of these entities transacted with the Group, in all

circumstances on normal commercial terms during the reporting period.

A number of key management personnel provide directorship services to direct subsidiaries and other third party entities as

part of their employment without receiving any additional remuneration. Again, a number of these entities transacted with the

Group, in all circumstances on normal commercial terms in the reporting period.

The Group purchases directors and officers insurance for the benefit of key management personnel in relation to the services

they provide to the Group.

NOTE 18. COMMITMENTS AND CONTINGENCIES
Capital Operating lease

Other operating

commitments

Commitments

2018

$M

2017

$M

2018

$M

2017

$M

2018

$M

2017

$M

Within one year 40 46 7 6 7 7

One to five years 42 54 33 31 17 9

Later than five years 24 28 63 73 63 64

106 128 103 110 87 80

Capital commitments include both commitments to purchase property, plant and equipment as well as intangible

commitments. Intangible commitments include commitments to purchase emissions units. In the event the New Zealand

emissions trading scheme (NZ ETS) is terminated, the existing forward purchase agreements for the acquisition of emissions

units which cover the 9 year period from the end of the reporting period, will also terminate.

Operating leases are of a rental nature and are on normal commercial terms and conditions. The majority of the lease

commitments are for building accommodation, the leases for which have remaining terms of between 1 and 17 years and

include an allowance for either annual, biennial or triennial reviews. The remainder of the operating leases relate to vehicles

and plant and equipment.

Contingencies

The Group holds land and has interests in fresh water and geothermal resources that are subject to claims that have been

brought against the Government. On 29 August 2014, the Supreme Court gave its decision in Paki v Attorney-General and

dismissed the claimants’ action seeking a declaration that the Government holds those parts of the bed of the Waikato River

which adjoin former Pouakani land on trust for the Pouakani people on the basis it was incorrectly advanced. The Supreme

Court decision has left open the possibility of further litigation in respect of ownership of that land currently held by the Group.

The Group has received advice that it may proceed with a high degree of confidence that future decisions on the matter will

not impair the Group’s ability to operate its hydro assets. A separate claim by the New Zealand Maori Council relating to fresh

water and geothermal resources was lodged in 2012 with the Waitangi Tribunal. The Tribunal concluded that Maori have

residual (but as yet undefined) proprietary rights in fresh water and geothermal resources and it will be for the Government to

determine how any such rights and interests may best be addressed. The impact of this claim on the Group’s operations is

unknown at this time.

From time to time the Group will issue letters of credit and guarantees to various suppliers in the normal course of business.

However, there is no expectation that any outflow of resource relating to these letters of credit or guarantees will be required as

a consequence.

The Group has no other material contingent assets or liabilities.

NOTE 19. SHARE-BASED PAYMENTS

Long-term incentive plan

The Group operates an equity-settled share based long-term incentive (LTI) plan for senior executives. The plan is designed to

enhance the alignment between shareholders and those executives most able to influence the performance of the Group.

Under the plan the senior executives purchase shares at market value funded by an interest free loan from the Group, with the

shares held on trust by the Trustee of the LTI plan until the end of the vesting period. Vesting of shares is dependent on

continued employment through the vesting period and the Group’s relative total shareholder return. If the shares vest,

executives are entitled to a cash amount which, after deduction for tax, is equal to the initial loan balance for the shares which

have vested. That cash amount must be applied towards repayment of their loan balance and the corresponding shares are

released by the trustee to the individual. The vesting periods for the plan are June 2018, June 2019 and June 2020. Under the

plan, a relative total shareholder return measure is used. Performance is measured against a combination of: i) other electricity

generators who are listed on the NZSX; and (ii) all NZX50 companies, both as at the start of the vesting period.

The LTI plan represents the grant of in-substance nil-price options to executives. During the year the Group expensed

$552,990 in relation to equity-settled share based payment transactions (2017: $430,375).

32 // 33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

Movements in the number of share options are as follows:

20182017

Balance at the beginning of the year 668,810 493,912

Options granted 260,118 286,118

Options expired (3,660) (24,468)

Options exercised (179,297) (86,752)

Balance at the end of the year745,971 668,810

199,735 options were exercisable at the end of the year (2017: 182,957) with the remaining options under the plan having a

weighted average life of 1.5 years (2017: 1.6 years).

NOTE 20. SUBSEQUENT EVENTS

On 15 August 2018, the Company announced it would be partnering with majority shareholder Infratil in a takeover offer for all

shares in Tilt Renewables. If successful, Mercury would retain its 19.99% share in Tilt, and secure the right to appoint a director

to the Board of Tilt. This would result in the investment being reclassified from available for sale to being equity accounted.

The Board of Directors has approved a fully imputed final dividend of 9.1 cents per share to be paid on 28 September 2018.

There are no other material events subsequent to balance date that would affect the fair presentation of these financial

statements.

NOTE 19. SHARE-BASED PAYMENTS (CONTINUED)

GOVERNANCE AT MERCURY
Shareholders

Chief Executive

Executive Management Team

MERCURY PEOPLE

Risk Assurance &

Audit Committee

People & Performance

Committee

Nominations

Committee

MERCURY BOARD

At Mercury, we are focussed on safeguarding our assets and

securing long term value for our shareholders. We are

committed to maintaining the highest standards of corporate

governance and accountability. Mercury’s Board adopts

corporate governance policies and practices that reflect

contemporary standards in New Zealand and Australia,

incorporating the corporate governance recommendations

of the NZX and the ASX.

Our corporate governance practices comply with the ASX

Corporate Governance Principles (third edition) (ASX Principles)

and are in substantial compliance with the NZX Corporate

Governance Code 2017: the only two exceptions relate to

Recommendation 3.3 (Remuneration Committee) and

Recommendation 3.6 (Takeover Protocol). These exceptions

are explained in our full Corporate Governance Statement,

available in the Corporate Governance section of our website

at www.mercury.co.nz.

In this section we give an overview of our Board composition and

experience, how we manage risks, our commitment to acting

ethically and responsibly and our approach to inclusion and

diversity.

Mercury’s Board

Composition and characteristics

The Board currently comprises eight directors: Joan Withers

(Chair), Prue Flacks, Andy Lark, James Miller, Keith Smith, Scott

St John, Patrick Strange and Mike Taitoko. Each of the Directors

is non-executive and independent. Details of our Directors are

available in the Leadership section of our website.

The Board supports the Institute of Directors’ Future Directors

Programme which offers candidates valuable experience sitting

at the Board table of a New Zealand company for 12 or more

months. The programme is designed to increase the pipeline of

board-ready younger directors through giving them exposure to

real-life governance in action along with valuable mentorship.

Our third and current future director, Anna Lissaman,

commenced on 1 July 2018 and her tenure will conclude on

31 December 2019. Anna participates in discussions in all Board

meetings but does not participate in decision-making.

The Board is structured to ensure that as a collective group it has

the skills, experience, knowledge, diversity and perspective to

fulfil its purpose and responsibilities. The responsibilities of the

Board are set out in Mercury’s Board Charter. The Board Charter

is available in the Corporate Governance section of our website.

Our Board characteristics are set out in the diagram on page 34.

Committees

The Board has three standing Committees: the Risk Assurance

& Audit Committee (RAAC), the People & Performance

Committee (formerly the Human Resources Committee)

(PPC), and the Nominations Committee. Each Committee

focusses on specific areas of governance. Together they

strengthen the Board’s oversight of Mercury. As an exception

to Recommendation 3.3 of the NZX Corporate Governance

Code 2017, the Board does not have a separate Remuneration

Committee; rather the functions which would ordinarily be

allocated to that committee are shared between the PPC in

respect of the Chief Executive and the Executive Management

Team (EMT), and the Nominations Committee in respect of the

Directors. The current members of the Committees are as follows:

CommitteeMembers

Risk Assurance &

Audit Committee

Keith Smith (Chair), James Miller and

Patrick Strange. Joan Withers is also a

member by virtue of her position as Board

Chair.

People &

Performance

Committee

Prue Flacks (Chair), Andy Lark, Mike

Taitoko and Scott St John*. Joan Withers

is also a member by virtue of her position

as Board Chair.

Nominations

Committee

Joan Withers (Chair), Prue Flacks and

James Miller.

* Scott St John joined the People & Performance Committee during the reporting

period. His first meeting on this Committee was on 25 June 2018.

GOVERNANCE AT MERCURY
(CONTINUED)

Digitisation/T

echnology

Male

Retail, marketing and brand experience

Governance experience

Large company leadership experience

Electricit

y industr

y operational

experience

Regulato

ry knowledge and experience

Business strategy experience

Innovation and growth,

entrepreneurialis

m

Finance/

Accounting/

Audit Committee

experience

100%

50%

100%

50%

25%

25%

75%

75%

0-3 years

3-6 years

6+ year

s

Female

Human resources, health and

safety experience

Commodit

y or financial

markets trading

Australian Energy Market

experience

Government relationships

Iwi relationships/

connectivit

y

Shareholder/investment

communit

y relationships

S

K

I

L

L

S

T

E

N

U

R

E

D

I

V

E

R

S

I

T

Y

G

E

N

D

E

R

0%

Board Characteristics

Each standing Committee operates in accordance with a written

Charter approved by the Board. The Committee Charters are

available in the Corporate Governance section of our website.

Mercury assesses whether additional committees are required

on a regular basis. During the past financial year, the Board

established two temporary committees for discrete projects.

Skills and reviewing performance

The Nominations Committee has developed a matrix

setting out the ideal mix of skills and diversity of the Board.

The matrix is used to evaluate whether the collective skills and

experience of the Directors meets Mercury’s current and future

requirements. If the Board determines that new or additional

skills are required, training is completed or a formal recruitment

process is undertaken. In addition to having the right mix of

skills, the Board is focused on ensuring that it has the right

culture that takes advantage of, and benefits from, the

diversity of skills, background and experiences of the Board.

The Board fosters a culture of collaborative and open discussion

where each Director as a high performing individual is expected

to make a valuable contribution and to provide an alternative

perspective, even where the topic is outside that Director’s

attributed skills and experience. By applying this philosophy, the

Board as a collective group exceeds the individual contributions

of its members.

Evaluations are regularly conducted to review the performance

of the Board and each Director, and the effectiveness of Board

processes and committees. This is undertaken using a variety of

techniques including external consultants, questionnaires and

Board discussion. The last full Board review, with the assistance

of an external facilitator, was completed in June 2018. The

review found that Mercury’s Board remains in the top tier and

continues to hold many strong attributes identified in 2014 and

2016 reviews, including holding highly relevant board capability

and governance processes. Some opportunities were identified

for Board focus to maintain and extend that performance.

The Board also completed a comprehensive analysis of the skills

and tenure of the Board in mid-2018.

WE ARE COMMITTED

TO MAINTAINING THE

HIGHEST STANDARDS

OF CORPORATE

GOVERNANCE AND

ACCOUNTABILITY.

34 // 35

Primary SkillsSecondary Skills
The table below highlights those skills which the Board considers to be connected with the governance of Mercury’s strategy.

Skill AttributeJoan

Withers

Andy

Lark

James

Miller

Mike

Taitoko

Patrick

Strange

Prue

Flacks

Keith

Smith

Scott

St John

Delivering Customer Advocacy

Digitisation/technology

A detailed understanding of ICT and disruptive

technologies and their potential impact to provide

our customers with choice and freedom

Retail, marketing and brand experience

Senior experience in retail, marketing and brand

development as we seek to positively differentiate

our offering

Leveraging Core Strengths

Governance experience

Commitment to the highest standards of

governance and an ability to assess the

effectiveness of senior management

Large company leadership experience

Sustainable success in business at a senior

executive level

Electricity industry operational experience

Senior executive experience within the electricity

industry together with a deep understanding of

operational excellence

Finance/accounting/audit committee/risk

management experience

Senior executive or board experience in financial

accounting and reporting, corporate finance and

internal controls, and developing and overseeing

an appropriate risk framework and culture

Regulatory knowledge and experience

An understanding of the evolving regulatory

environment in which we operate and the role that

plays in ensuring sustainable custodianship of our

assets and providing benefit to our customers

Human resources, health and safety experience

Familiarity with people and performance issues to

provide an environment for personal and business

growth and an appropriate understanding of

health and safety and wellness concerns

Table continued on next page.

Skill AttributeJoan
Withers

Andy

Lark

James

Miller

Mike

Taitoko

Patrick

Strange

Prue

Flacks

Keith

Smith

Scott

St John

Delivering Sustainable Growth

Business strategy experience

A track record of developing and implementing a

successful and sustainable strategy

Innovation and growth, entrepreneurism

A track record of demonstrated entrepreneurialism

and/or demonstrated understanding and

commitment to innovation and a clear record of

achieving organisational growth

Commodity or financial markets trading

Experience and understanding of commodity and

financial markets

Australian Energy Market experience

Familiarity with the Australian energy market and

the opportunities and challenges of doing

business in that market

Building and maintaining relationships

Government relationships

An understanding of the functioning of

Government and experience developing and

maintaining constructive relationships and

interactions with Government and regulators

Iwi relationships/connectivity

An understanding and appreciation of Maori

culture, the ability to build and foster deep trusting

relationships with iwi and a deep connection with

iwi concerns and aspirations

Shareholder/investment community relationships

Experience in and understanding of shareholder

and investment community concerns and

developing constructive relationships

GOVERNANCE AT MERCURY

(CONTINUED)

Primary SkillsSecondary Skills

36 // 37

Acting Ethically and Responsibly
At Mercury, doing what’s right is something all our people strive

to achieve. We strive to ensure that our people know what the

‘right thing to do’ is. We have put in place the Mercury Code

which establishes our culture and the behaviours we consider

are required for the successful delivery of our strategy and the

achievement of our Purpose of inspiring New Zealanders to

enjoy energy in more wonderful ways. The Mercury Code

requires all Mercury people, including Directors and employees,

to act honestly and with integrity and fairness at all times. The

Mercury Code and associated policy framework underpin our

ethical and behavioural standards. They support our promises to

each other and define our commitment to our customers, our

people and communities, and our investors. The Mercury Code

is available in the Corporate Governance section of our website.

We also want to ensure that we work with suppliers who

share our commitment to acting ethically and doing the

right thing. We have therefore introduced our Supplier Guiding

Principles which describe the way we will work with our suppliers

and what we expect in return. Our Supplier Guiding Principles

set out our commitments to treating people fairly, wellbeing,

protecting our business and our reputation, protection of

personal information and sustainability. Our Supplier Guiding

Principles are available in the Corporate Governance section of

our website.

Managing Risk and Assurance

Risk management is an integral part of Mercury’s business.

Mercury has in place an overarching Risk Management Policy

(available in the Corporate Governance section of our website)

supported by a suite of risk management policies appropriate for

its business which together form our Risk Management

framework.

The purpose of the Risk Management Policy is to embed

a comprehensive, holistic, Group-wide capability in risk

management which provides a consistent method of identifying,

assessing, controlling, monitoring and reporting existing and

potential risks to Mercury’s business and to the achievement of

its plans. The Policy sets out the risk management objectives and

requirements of Mercury within which management is expected

to operate. The Policy is reviewed annually by the RAAC and

approved by the Board.

The Risk Management framework supports a comprehensive

approach to risk, encompassing financial, strategic,

environmental, operational, regulatory, reputational, social and

governance risks. The framework involves actively identifying

and managing risk and taking measures to reduce the likelihood

of risk, contain potential hazards and take mitigating action to

reduce impacts in line with risk tolerances.

Mercury has a Risk Assurance Officer who has the independence

to determine the effectiveness of risk management, assurance

and internal audit. The Risk Assurance Officer has a dual reporting

line to the Chief Financial Officer and the RAAC Chair. The RAAC

tasks the Risk Assurance Officer to ensure healthy and robust

debate and interaction between management, risk assurance

and audit providers.

Mercury operates a Risk Management Committee, comprised

of representatives from the EMT and chaired by the Chief

Executive. Its mandate is to promote risk awareness and

appropriate risk management to all employees, and to monitor

and review risk activities as circumstances and our strategic and

operational objectives change. The Committee meets at least

four times each year.

Mercury must accept some risks in order to achieve its strategic

objectives and to deliver shareholder value. These are embodied in

Mercury’s Risk Appetite Statements which are set and regularly

reviewed by the Board and are set out in more detail in Mercury’s

Corporate Governance Statement, available in the Corporate

Governance section of our website.

The RAAC is responsible for overseeing, reviewing and providing

advice to the Board on Mercury’s risk management policies and

processes. The Risk Assurance Officer reports regularly to the

RAAC on the effectiveness of Mercury’s management of material

business risks. In addition, the RAAC annually reviews the Risk

Management framework. The last review of the Risk Management

framework took place in FY2018. The Auditor–General is the

external auditor of Mercury and each of its subsidiaries (together,

the “Group”), under the Public Audit Act 2001. The Auditor–

General has appointed Simon O’Connor of Ernst & Young to carry

out the FY2018 audit on his behalf.

The NZX Main Board Listing Rules require rotation of the lead

audit partner at least every five years. The next rotation is for the

FY2019 audit. The Auditor–General has appointed Lloyd Bunyan

of Ernst & Young as Mercury’s next lead audit partner. The

provision of external audit services is guided by the Audit

Independence Policy which is available on our website. The

external auditor attends all RAAC meetings and consistent with

the Stakeholder Communications Policy, attends the Annual

Shareholders’ Meeting and is available to shareholders to answer

questions relevant to the audit.

GOVERNANCE AT MERCURY
(CONTINUED)

Inclusion and Diversity

Mercury embraces and celebrates diversity in all its forms. A key

pillar of the Mercury Attitude is that we encourage our people to

share and connect. We believe that the best way to create value

in our business and deliver the best customer experience is

through high performance teams. We aim to make Mercury a

great and safe place to work, where our employees feel engaged

and motivated to live up to their full potential, and also the full

potential of their teams. Being part of a team that celebrates

different backgrounds, views, experience and capability helps

create an inclusive workplace where our people grow and thrive,

leading to better business performance.

Our commitment to inclusion and diversity starts with our

Inclusion and Diversity Policy and framework. Our Policy is

available in the Corporate Governance section of our website.

Mercury’s approach to inclusion and diversity focuses on gender,

age, ethnicity and flexibility. Activity is aligned to the following

principles:

• increasing the diversity of our workforce at senior levels

• creating a flexible and inclusive work environment that

values difference and enhances business outcomes

• harnessing diversity of thought and capitalising on

individual differences

• promoting leadership behaviours that reflect our belief in

the value of inclusion and diversity

• retaining and attracting a talented workforce through

increasing the diversity of the candidate pool and

maintaining a recruitment strategy that is attractive to

all candidates.

Our progress against inclusion and diversity goals is measured

against objectives set by the Board. These objectives are made

up of a mixture of targets and benchmarks. Generally, targets

exist where we believe that achieving diversity in that area is

aided by us working towards a specific measure. In other areas

we use benchmarks where comparison against those identified

data points will help inform our view of how our work towards

diversity in that area is progressing.

38 // 39

Our performance against measurable objectives set by the Board is set out below:
Area of focusObjectiveTargetActual

GenderImprove representation

of women at senior

leadership levels

2020

Employees38%

Leaders33%

EMT33%

Board33%

20172018

Employees41%41%

Leaders30%30%

EMT22%22%

Board29%25%

AgeWork towards an age

profile for our team

that is suitable for our

business taking into

account the population

that we work in

Benchmark against the national

median age of the labour force in the

New Zealand National Labour Force

Projections

Our average age across the workforce is

41, which is consistent with the national median

age of the labour force in the New Zealand

National Labour Force Projections

EthnicityWork towards aligning

the ethnicity of our

team with the

population and

communities that we

work in

Benchmark against National Statistics

(Census data) that show the ethnicity of

the population and communities that

we work in

EthnicityMercury

2018

Ethnicity*

NZ

Population

2013

Census

NZ European (364)45%69%

Maori (32)4%13%

Pacific (55)7%7%

Asian (137)17%9%

Other European (53)7%n/a

Other (77)10%2%

Not selected10%n/a

Ensure that our

leadership reflects the

diversity of our teams

Targeting ethnicity distribution of our

Leader population equal to the ethnicity

distribution of the total company

EthnicityMercury

2018

Ethnicity*

Mercury

People

Leaders by

Ethnicity

NZ European (364)45%62%

Maori (32)4%3%

Pacific (55)7%3%

Asian (137)17%3%

Other European (53)7%5%

Other (77)10%8%

Not selected 10%5%

InclusionEnsure that our team

are supported to do

their best work and

they engage fully as

part of our team

Targeting better performance than the

Average Large Organisation score for

this question of 72%

In response to our 2018 Employee Engagement

Survey, 80% of employees confirmed that they

are treated fairly, regardless of age, ethnicity,

gender or physical capabilities, compared to

2017 All NZ Organisations Benchmark of 78%

FlexibilityFacilitate flexible

workplace

arrangements to

enable employees to

balance responsibilities

appropriately

Targeting better performance than the

Average Large Organisation score for

this question of 80%

In response to our 2018 Employee Engagement

Survey, 85% of employees confirm that they

have the freedom and flexibility to do their job

effectively, compared to 2017 All NZ

Organisations Benchmark of 84%

* Mercury 2018 Ethnicity data based on responses to Mercury’s 2018 Employee Engagement Survey.

At the balance date, the proportion of women on the EMT (including the Chief Executive) was 22%, or two out of nine (as at 30 June

2017 this was 22% or two out of nine). The proportion of women on the Board at balance date was 25% or two out of eight, including

the Chair (as at 30 June 2017 this was 29% or two out of seven).

The Board believes that for this reporting period Mercury has made progress towards achieving its inclusiveness and diversity

objectives and against its Inclusion and Diversity Policy generally. However, the Board notes that continued focus is required over the

next two financial years in order for Mercury to achieve its 2020 gender diversity targets.

DIRECTOR AND EXECUTIVE EMPLOYEE REMUNERATION
Dear Shareholder

As Chair of the People & Performance Committee (PPC)

of the Board, it is my pleasure to present our Remuneration

Report for the year ending 30 June 2018 (FY2018).

This report outlines Mercury’s approach and strategy to

remuneration and in particular for its executives. It sets out

remuneration information for the Chief Executive, direct reports

to the Chief Executive and Directors.

Mercury’s Board is committed to a remuneration

framework that promotes a high performance culture and

aligns executive reward to the achievement of strategies and

objectives to create sustainable value for shareholders.

The Board is committed to demonstrating transparency in

its remuneration policy and practice.

The Board is supported by the PPC for these activities.

The role and membership of the PPC is set out in the Corporate

Governance section.

Mercury’s remuneration approach aims to retain, attract,

develop and motivate high calibre employees at all levels of the

organisation. It is based on a practical set of guiding principles

that provide for consistency, fairness and transparency. This

strategy aligns with Mercury’s strong focus on high performance

teams and growing a human capital advantage, as well as

promoting behaviours and values to support customer centricity

and sustainable growth in shareholder value.

Mercury’s long term incentive (LTI) scheme is currently under

review to determine its continuing effectiveness to motivate,

retain and align the effort of executives, in line with the

company’s priorities. The review of the long term incentive

scheme will also consider the Government’s new taxation rules

for employee share schemes and how this will impact on any

future LTI grants. Any key long term incentive plan changes will

be summarised in next year’s Annual Report.

Finally, I would like to recognise Mercury’s achievement of

winning the Best Enterprise Workplace (750+ employees)

in the 2017 IBM Best Workplaces Awards and also winning the

Workplace Engagement Programme of the Year at the NZ HR

awards. Both awards recognise Mercury’s commitment to its

people and aligning them under one brand purpose: to inspire

New Zealanders to enjoy energy in more wonderful ways.

PRUE FLACKS

CHAIR, PEOPLE & PERFORMANCE COMMITTEE

Executive remuneration

Mercury’s remuneration policy for the Executive Management

Team (EMT) provides the opportunity for them to receive, where

performance has been exceptional, a total remuneration

package in the upper quartile for equivalent market-matched

roles.

The PPC reviews the annual performance appraisal outcomes

for all members of the EMT and approves the outcomes for

all EMT members other than the Chief Executive. The Chief

Executive’s remuneration is approved by the Board on the

recommendation of the PPC. The review takes into account

external benchmarking from PwC to ensure competitiveness

with comparable market peers, along with consideration of an

individual’s performance, skills, expertise and experience.

External benchmarking is commissioned by the PPC from an

expert independent party, PwC, and PwC is required to declare

independence of any management influence in the collation of

the information provided. External benchmarking for non-

Executive remuneration is requested by Mercury management

and provided by Ernst and Young.

Total remuneration is made up of three components: fixed

remuneration, short-term performance incentives and long-term

performance incentives. Short and long-term performance

incentives are deemed ‘at-risk’ because the outcome is

determined by performance against a combination of pre-

determined financial and non-financial objectives.

Fixed remuneration

Fixed remuneration consists of base salary and benefits.

Mercury’s policy is to pay fixed remuneration with reference

to the fixed pay market median.

Short term performance incentives

Short term incentives (STIs) are at-risk payments designed

to motivate and reward for performance typically in that

financial year.

The target value of an STI payment is set annually, usually

as a percentage of the executive’s base salary. For FY2018 the

relevant target percentage for the Chief Executive was 50% and

for all the other executives it was 25% to 35%.

A proportion (80% for the Chief Executive in FY2018, 70% from

FY2019; 50% for other EMT members) of the STI is related to a

shared set of KPIs based on business priorities for the next 12

months, with the objective of aligning the EMT’s focus to the

company’s priorities.

The shared KPIs in FY2018 covered the areas of finance,

customer, wellbeing, people and long-term platform with

respective weightings applied across areas as outlined below.

The financial KPI is normalised for positive and negative annual

variations in hydrology as these are beyond management’s

control. The criteria are selected to closely align with Mercury’s

strategic objectives, purpose and goal and Mercury’s five key

pillars. For FY2019 the weightings have been adjusted as shown.

40 // 41

Target AreaFY2018 Weighting %FY2019 Weighting %Key Pillar
Financial: EBITDAF

1

3030Leading Economic

Performance

People2030

2

High Performance Teams

Wellbeing20

Customer 2020Growing Customer Loyalty

Long term platform10N/AN/A

PartnershipsN/A10Stronger Together

KaitiakitangaN/A10Enhanced Natural Resources

Note 1: EBITDAF is normalised for positive and negative annual variations in Waikato hydro generation.

Note 2: People and Wellbeing have been combined in FY2019 to be People.

For FY2018 there are three performance levels within each

target area, ‘threshold’, ‘on-plan’ and ‘stretch’, except for

long term platform, with 100% of the amount allocated

to that target area being payable when the on-plan level is

achieved. The stretch performance levels allow employees

to be rewarded for exceptional performance. The maximum

amount of a STI payment for an EMT member is 178% of

the STI on-plan amount for that EMT member.

The balance of the STI is related to individual (in the case of

the Chief Executive) or business unit and individual (in the case

of other EMT members) performance measures.

In the event all five performance thresholds are not met,

no STI payment will be made.

Long term performance incentives

LTIs are at-risk payments designed to align the reward of certain

executives with the enhancement of shareholder value over a

multi-year period.

The current LTI plan commenced on 1 July 2015 under

which grants are made annually with performance measured

over a three year period. The face value less tax is used to

determine the number of shares held in trust for each grant and

is set at the date of the grant. The plan’s performance is

measured based on Mercury’s total shareholder return (TSR)

relative to two performance hurdles designed to ensure an

appropriate long term performance comparison.

Each grant under the current LTI plan is divided into two

tranches having different performance hurdles:

• 50% of the grant is based on Mercury’s TSR relative to

the NZX 50 and is subject to a gate that Mercury’s TSR

over that period must be at least positive;

• 50% of the grant is based on Mercury’s TSR relative

to the performance of an industry peer group (comprising

Meridian Energy, Genesis Energy, Contact Energy and

Trustpower). There is no positive TSR performance gate

on this tranche but Mercury’s TSR must be at the 50th

percentile of the comparator group for any award to be

made on this component of the LTI plan.

For the FY2018 grant commencing 1 July 2017 the value

represents between 27% - 35% of an executive’s base salary.

LTI payments are made in shares rather than cash.

The maximum number of shares which an executive may

receive for each grant is determined by dividing the value of

the grant less tax by the market value of one Mercury share as

at the date of the grant.

The Board retains discretion over the final outcome, to allow

appropriate adjustments where unanticipated circumstances

may impact performance, positively or negatively, over a three

year period.

Chief Executive remuneration
Chief Executive remuneration (FY2018 and FY2017)

Salary $Benefits

1

$Subtotal $Pay for performance $

Total

remuneration

$

STILT ISubtotal

FY20181,108,655*62,1001,170,755632,5280632,5281,803,283

FY20171,058,779*50,4551,109,234575,960195,998771,9581,881,192

*Actual salary paid includes holiday pay paid as per NZ legislation. The base salary for FY2018 was $1,054,212.50 and for FY2017 $1,028,500.

Five year summary – Chief Executive remuneration

Total

remuneration

paid

2

$

Percentage STI

against maximum

4

%

Percentage

vested LTI against

maximum %

Span of LTI

performance

period

Chief Executive –

Fraser WhinerayFY20181,803,2836702015 – 2018

FY20171,881,19263982014 – 2017

FY20161,501,43457782013 – 2016

FY20151,427,932471002013 – 2015

Chief Executive –

Doug HeffernanFY20151,985,791871002011 – 2014

3

FY20141,302,754

3

N/A

3

N/A

3

2011 – 2014

3

Explanation of above items

Note 1: Benefits include KiwiSaver, insurance and carpark.

Note 2: Total remuneration paid including Salary, Benefits, STI and LTI payments.

Note 3: LTI and STI payments for FY2014 are included in the FY2015 year as schemes ended 31 August 2014.

Note 4: Maximum STI is 178% of ‘on-plan’ performance pay.

Breakdown of Chief Executive pay for performance (FY2018)

DescriptionPerformance measures

Percentage

achieved %

STI

1

Set at 50% of base salary. Based on a

combination of key financial and

non-financial performance measures.

80% based on the five Company Shared KPIs (see table

above for weightings).

117.5

20% based on individual measures.130

LT I

1

Shares issued and rewarded under the

long term incentive scheme. Shares

issued 1 July 2015 at $200,000 gross.

50% weighting relative TSR performance against NZX 50

(fixed at date of grant) with 50% vesting at 50th percentile

and 100% at 75th percentile; pro rata vesting in between.

0

50% weighting relative TSR performance against industry

peer group (comprising Meridian Energy, Genesis Energy,

Contact Energy and Trustpower) with 50% vesting at 50th

percentile and 100% at 75th percentile; pro rata vesting in

between.

Note 1: The above STI and LTI payments for FY2018 were paid in FY2019.

DIRECTOR AND EXECUTIVE EMPLOYEE REMUNERATION (CONTINUED)

42 // 43

Five year summary – TSR Performance (company vs peer)
MERCURY

PEER

NZX 50

TSR %

30 June 2014

30 June 201530 June 201730 June 201830 June 2016

40

30

20

10

5

35

25

15

0

KiwiSaver

The Chief Executive is a member of KiwiSaver. As a member of this scheme, the Chief Executive is eligible to contribute and receive

a matching company contribution of 3% of gross taxable earnings (including short and long term incentives). For FY2018 the

Company’s contribution was $56,418.

FY2019 Chief Executive remuneration structure

The Board has elected, in the interests of transparency, to disclose in advance the structure and package that will apply for FY2019.

FY2019Base Salary $Benefits

1

$Subtotal $Pay for performance “on-plan” $Total remuneration $

STILTI granted

2

Subtotal

Chief Executive1,054,21237,3081,091,521527,106421,685948,7912,040,312

Note 1: Benefits include KiwiSaver, insurance and carpark.

Note 2: This LTI is granted in FY2019 and if hurdles are met, paid in shares in 2021. The LTI tranche which has the potential to vest in FY2019 is $359,975 and dates from

FY2017-FY2019.

Chief Executive remuneration performance pay for FY2019

LONG TERM INCENTIVES

GRANTED (2021 VESTING)

ANNUAL VARIABLE

BASE SALARY & BENEFITS

$000

Fixed

On-planMaximum

2,500

1,500

500

2,000

1,000

0

Chief Financial Officer remuneration

In the interests of providing greater transparency of executive remuneration, the Board has elected to provide details regarding

total remuneration paid to the Chief Financial Officer.

In FY2018, the Chief Financial Officer received remuneration totalling $823,978. This amount included a $170,165 STI payment and

$137,196 LTI payment for FY2017 paid in FY2018, with the remaining $516,617 being a combination of fixed remuneration and benefits.

Share ownership
The Chief Executive and Chief Financial Officer’s ownership of shares as at 30 June 2018 are:

Executive

Number of shares owned (excludes

shares held in Trust for the LTI scheme)

Change in shares owned

from 30 June 2017

Chief Executive233,351

1

54,085

Chief Financial Officer245,4753 7, 8 5 9

Balance of EMT

2

152,30587,353

Note1: The Chief Executive’s shares are held in family trust.

Note2: Balance of shares owned by other EMT members and excludes shares owned by Chief Executive and Chief Financial Officer.

Employee remuneration

The Group paid remuneration in excess of $100,000 including

benefits to 363 employees (not including directors) during the

FY2018 year in the following bands:

Remuneration BandCurrently

employed

No longer

employed

To t a l

$100,001-$110,00058361

$110,001-$120,00063871

$120,001-$130,00042244

$130,001-$140,00041142

$140,001-$150,0003939

$150,001-$160,0002323

$160,001-$170,0001717

$170,001-$180,0001010

$180,001-$190,00099

$190,001-$200,0001111

$200,001-$210,00077

$210,001-$220,00088

$220,001-$230,000112

$230,001-$240,00022

$240,001-$250,00033

$250,001-$260,00011

$260,001-$270,00055

$270,001-$280,00066

$280,001-$290,00011

$290,001-$300,00022

$310,001-$320,00033

$320,001-$330,00022

$490,001-$500,00011

$500,001-$510,00011

$550,001-$560,00022

$590,001-$600,00011

$660,001-$670,00011

$670,001-$680,00011

$820,001-$830,00011

$1,940,001-$1,950,00011

Total36315378

Note: The remuneration bands above include 3 employees who

received redundancy payments in FY2018.

The total remuneration ratio for FY2018 between Employee (median)

and Chief Executive was 1:28. The ratio of Employee (median)

remuneration and Chief Executive base salary was 1:15. Note: These

ratios are based on actual remuneration paid in FY2018.

DIRECTOR AND EXECUTIVE EMPLOYEE REMUNERATION (CONTINUED)

44 // 45

Directors’ remuneration
The directors’ remuneration is paid in the form of directors’ fees. Additional fees are paid to the Chair and in respect of work carried

out by directors on various Board committees to reflect the additional time involved and responsibilities of these positions.

The total pool of fees able to be paid to directors is subject to shareholder approval and currently stands at $991,000. Mercury meets

directors’ reasonable travel and other costs associated with Mercury business. The following people held office as directors during the

year to 30 June 2018 and received the following remuneration during the period. The number of meetings and attendance rate by

director during the year to 30 June 2018 was as follows:

DirectorBoard

Risk Assurance

& Audit Committee

People &

Performance

Committee

Nominations

CommitteeOther

1

To t a l

2

No. of meetings1244323

Fees $

Meetings

Attended Fees $

Meetings

Attended Fees $

Meetings

Attended Fees $

Meetings

Attended FeesFees $

Joan Withers

(Chair)

180,000

(Chair)

3

1244 (Chair)3180,000

Prue Flacks98,00012

20,000

(Chair)44,00032,750124,750

Andrew Lark98,000128,0004106,000

James Miller98,0001210,00044,00035,500117,500

Keith Smith98,00011

26,000

(Chair)4124,000

Patrick Strange98,0001210,00042,750110,750

Mike Taitoko98,000128,0004106,000

Scott St John

4

81,66710–12,75084,417

To t a l849,66746,00036,0008,00013,750953,417

Note 1: Two temporary committees were established during the reporting period. The fees listed in this column are aggregate fees. James Miller participated in both committees.

Note 2: Disclosure Committee is not reported on as these occur as adhoc and on an as required basis.

Note 3: Joan Withers’ fees cover attendance at all Committee meetings.

Note 4: Scott St John was appointed director effective from 1 September 2017 and his first meeting on the People & Performance Committee was on 25 June 2018.

Scott’s attendance rates are based on attendance at meetings during his directorship and appointment to the Committee only. Scott’s fee of $667 for June

attendance at the People & Performance Committee was paid after the end of the reporting period.

Note 5: Future Director Nicky Ashton was paid $10,000 in FY2018.

DIRECTORS’ DISCLOSURES
Interests Register

Disclosure of Directors’ Interests

Section 140(1) of the New Zealand Companies Act 1993 requires a director of a company to disclose certain interests. Under

subsection (2) a director can make disclosure by giving a general notice in writing to the Company of a position held by a director in

another named company or entity. The following are particulars included in the Company’s Interests Register as at 30 June 2018:

Joan Withers

The Warehouse Group LimitedChair

ANZ Bank New Zealand LimitedDirector

The Louise Perkins Foundation

(Sweet Louise)

Trustee

Pure Advantage

2

Trustee

Economic Development Challenge GroupMember

On Being Bold LimitedDirector

Auckland Mayoral Advisory Group

1

Member

Prue Flacks

Bank of New Zealand LimitedDirector

Planboe LimitedDirector

Chorus LimitedDirector

Queenstown Airport Corporation Limited

1

Chair

Andy Lark

SLI Systems LimitedDirector

Group LarkChair

Simple

2

Director and

Interim Chair

Foxtel Limited

1

Chief Marketing and

Digital Officer

James Miller

NZX LimitedChair/Shareholder

ACCDirector

Auckland International Airport LimitedDirector/Shareholder

St Cuthbert’s College Trust BoardTrustee

Keith Smith

Healthcare Holdings Ltd and

subsidiaries and associates

Chair

Enterprise Motor Group Ltd and

subsidiaries

Chair

Mobile Surgical Services Limited and

subsidiaries

Chair

Goodman (NZ) Limited and subsidiariesChair

The Warehouse Group Limited and

subsidiaries

Deputy Chair

H J Asmuss & Co LimitedChair

Community Financial Services LimitedDirector

Electronic Navigation Limited

and subsidiaries

Director

K One W One Limited and subsidiaries

2

Director

Westland Dairy Cooperative LimitedDirector

Harpers Gold Limited and subsidiariesDirector/Shareholder

James Raymond Holdings Limited

(private family investment company)

Director/Shareholder

Gwendoline Holdings Limited

(private family investment company)

Director/Shareholder

Tilt Renewables LimitedShareholder

Cornwall Park Trust BoardTrustee

Sir John Logan Campbell

Residuary Estate

Trustee

The Selwyn TrustTrustee

Advisory board of Tax Traders Limited

(formerly The New Zealand Tax Trading

Company)

Member

Anderson & O’Leary LimitedChair

The Warehouse Financial

Services Limited

2

Director

Tree Scape LimitedDirector

Scott St John

Fisher & Paykel Healthcare Corporation

Limited

1

Director

Fonterra Cooperative Group Limited

(and Fonterra Shareholders Fund)

1

Director

Next Foundation (and associated

entities)

1

Director

Te Awanga Terraces Limited

1

Director

First NZ Capital Holdings Limited

1

Director

University of Auckland

1

Chancellor

Butland Medical Foundation

1

Trustee

Patrick Strange

Chorus LimitedChair

Essential Energy, NSWDirector

NZX LimitedDirector

New Zealand Clearing and Depository

Corporation Limited

2

Director

Auckland International Airport LimitedDirector

Waitahoata Farms LimitedDirector

Mike Taitoko

Waiora Consulting LimitedDirector/Shareholder

Takiwa Health Limited

2

Director

Takiwa Limited (formerly Waiora

Pacific Limited)

Director/Shareholder

Cognition Education Limited

2

Director

Committee for Auckland Limited

2

Director

Bioresource Processing AllianceDirector

Auckland Tourism Events and Economic

Development Limited (ATEED)

Director

Maratini Holdings LimitedDirector/Shareholder

Canvasland Holdings LimitedDirector/Shareholder

Digital Economy and Digital Inclusion

Ministerial Advisory Group

1

Member

1 Entries added by notices given by the directors during the year ended

30 June 2018

2 Entries removed by notices given by the directors during the year ended

30 June 2018

46 // 47

Directors’ and Officers’ Indemnities
Indemnities have been given to, and insurance has been effected for, directors and senior managers of the Group to cover acts or

omissions of those persons in carrying out their duties and responsibilities as directors and senior managers.

Disclosure of Directors’ Interests in Share Transactions

Directors disclosed, pursuant to section 148 of the New Zealand Companies Act 1993, the following acquisitions and disposals of

relevant interests in Shares during the period to 30 June 2018:

Name of director

Date of

acquisition/disposal

of relevant interest

Nature of

relevant interest

Consideration

NZD

Shares in which a

relevant interest was

acquired/(disposed)

Scott St John4 September 2017On market purchase of shares17,199.005,000

Scott St John28 February 2018On market purchase of shares5,383.841,672

Scott St John28 February 2018Off market purchase of shares10,716.163,328

Scott St John28 May 2018On market acquisition of shares9,600.003,000

Disclosure of Directors’ Interests in Mercury’s Securities

Directors disclosed the following relevant interests in

Mercury’s securities as at 30 June 2018:

DirectorNumber of SharesNumber of Bonds

Joan Withers39,900–

Prue Flacks23,47440,000

Andy Lark3,300–

James Miller40,320–

Keith Smith2 7, 8 6 8–

Scott St John 13,000–

Patrick Strange14,1608,600

Mike Taitoko2,200–

SHAREHOLDER INFORMATION
Twenty largest registered shareholders as at 30 June 2018

Name

Number

of shares

% of shares

1

Her Majesty The Queen In Right Of New Zealand 716,140,52851.15

New Zealand Central Securities Depository Limited 287,402,52520.52

Mercury NZ Limited 37,988,5852.71

HSBC Custody Nominees (Australia) Limited 17,384,8381.24

Forsyth Barr Custodians Limited12,001,8010.85

Custodial Services Limited 8,198,7150.58

FNZ Custodians Limited 7,132,1670.50

JBWere (NZ) Nominees Limited6,759,5780.48

New Zealand Depository Nominee Limited6,128,4200.43

Citicorp Nominees Pty Limited 4,867,5890.34

Custodial Services Limited 4,237,4550.30

Custodial Services Limited 3,769,9440.26

Investment Custodial Services Limited3,418,1790.24

JP Morgan Nominees Australia Limited 3,085,6770.22

Custodial Services Limited2,565,7820.18

Richard Wallace Shapero 2,015,0000.14

National Nominees Limited 1,520,2290.10

Deutsche Securities Australia Limited 1,442,7300.10

Custodial Services Limited1,205,6690.08

Forsyth Barr Custodians Limited910,9280.06

Total1,128,176,33980.48

1. Percentage calculated on the basis of Mercury having 1,400,012,517 ordinary shares on issue as at 30 June 2018, which included 37,988,585 ordinary shares held as

treasury shares.

New Zealand Central Securities Depository Limited (NZCSD) provides a custodian depository service that allows electronic trading of

securities to its members and does not have a beneficial interest in these shares. As at 30 June 2018, the largest shareholdings in the

Company held through NZCSD were:

Shareholder

Number

of shares

% of NZCSD

holding

% of total

Mercury shares

1

HSBC Nominees (New Zealand) Limited 97,030,98233.766.93

Citibank Nominees (New Zealand) Limited 39,770,85513.842.84

HSBC Nominees (New Zealand) Limited A/C State Street33,517,86811.662.39

JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct25,291,1008.801.81

Accident Compensation Corporation24,879,4198.661.78

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited15,642,0625.441.12

National Nominees New Zealand Limited 12,516,8034.360.89

BNP Paribas Nominees (NZ) Limited 8,576,4322.980.61

BNP Paribas Nominees (NZ) Limited 6,939,3672.410.50

ANZ Wholesale Australasian Share Fund 4,040,9531.410.29

1. Percentage calculated on the basis of Mercury having 1,400,012,517 ordinary shares on issue as at 30 June 2018, which included 37,988,585 ordinary shares held as

treasury shares.

48 // 49

Substantial product holders of the Company as at 30 June 2018
Class of

securities

Number of

securities in

substantial

holding

Total number

of securities

in class

Her Majesty The Queen in Right of New ZealandOrdinary shares731,850,590

1

1,400,012,517

2

1. This comprises (a) 716,140, 528 shares held by the Crown on its own account; (b) 15,642,062 shares forming part of the New Zealand Superannuation Fund which are

the property of the Crown; and (c) $68,000 shares held by Public Trust on trust for the Crown and certain iwi.

2. As at 30 June 2018, Mercury had 1,400,012,517 ordinary shares on issue, which included 37,988,585 ordinary shares held as treasury shares.

Distribution of shareholders and holdings as at 30 June 2018

Size of holding

Number of

shareholders%

Number of

shares

Holding

quantity %

1 to 1,00030,82636.6121,530,8531.54

1,001 to 5,00042,30250.2498,601,7997. 0 4

5,001 to 10,0007,1 2 68.4652,381,3853.74

10,001 to 100,0003,8454.5778,564,7525.61

100,001 and above 1060.131,148,933,72882.07

Total84,2051001,400,012,517100

Distribution of bondholders and holdings as at 30 June 2018

Size of holding

Number of

bondholders%

Number of

capital bonds

Holding

quantity %

1,001 to 5,0003659.921,819,0000.61

5,001 to 10,00078921.457,538,0002.51

10,001 to 100,0002,3546484,066,00028.02

100,001 and above 1704.62206,577,00068.86

Total3,678100300,000,000100

COMPANY DISCLOSURES
Stock Exchange Listings

Mercury NZ Limited is listed on both the New Zealand and

Australian stock exchanges.

In New Zealand, the Company is listed with a “non-standard”

(NS) designation. This is due to particular provisions of the

Constitution, including the requirements regulating ownership

and transfer of Ordinary Shares.

ASX approved a change in Mercury NZ Limited’s ASX admission

category from an ASX Listing to an ASX Foreign Exempt Listing,

effective from the commencement of trading on 19 February

2016.

The Company continues to have a full listing on the NZX Main

Board, and the Company’s shares are still listed on the ASX. The

Company is primarily regulated by the NZX, complies with the

NZX Listing Rules, and is exempt from complying with most of

the ASX Listing Rules (based on the principle of substituted

compliance).

Mercury NZ Limited

The following persons held office as Directors of Mercury NZ

Limited as at the end of the 2017/2018 financial year, being

30 June 2018: Joan Withers, Prue Flacks, James Miller, Mike

Taitoko, Keith Smith, Patrick Strange, Andy Lark and Scott

St John. Scott St John was appointed as a Director on

1 September 2017 and was elected as a Director by shareholders

on 7 November 2017.

Subsidiary Companies

The following persons held office as directors of subsidiaries of

Mercury NZ Limited during FY2018:

Company nameDirectors

Bosco Connect LimitedFraser Whineray

William Meek

Tony Nagel

Glo-Bug LimitedFraser Whineray

William Meek

Tony Nagel

Kawerau Geothermal LimitedFraser Whineray

William Meek

Tony Nagel

Mercury Energy LimitedFraser Whineray

William Meek

Tony Nagel

Metrix LimitedFraser Whineray

William Meek

Tony Nagel

Mighty Geothermal Power International

Limited

Fraser Whineray

William Meek

Tony Nagel

Mighty Geothermal Power LimitedFraser Whineray

William Meek

Tony Nagel

Company nameDirectors

Mercury ESPP LimitedWilliam Meek

Tony Nagel

Marlene Strawson

Mercury Geothermal LimitedFraser Whineray

William Meek

Tony Nagel

Mercury LTI LimitedPrue Flacks

Mike Taitoko

Howard Thomas

Ngatamariki Geothermal LimitedFraser Whineray

William Meek

Tony Nagel

Rotokawa Generation LimitedWilliam Meek

Nicholas Clarke

Michael Stevens

Rotokawa Geothermal LimitedFraser Whineray

William Meek

Tony Nagel

Michael Stevens

Rotokawa Joint Venture Limited (50%)Aroha Campbell

Kevin McLoughlin

3


William Meek

3


Nicholas Clarke

Mana Newton

2


Mark Thompson

Michael Stevens

Natasha Strong

2

Special General Partner LimitedFraser Whineray

William Meek

Tony Nagel

Mighty River Power LimitedFraser Whineray

William Meek

Tony Nagel

Blockchain Energy LimitedFraser Whineray

William Meek

Tony Nagel

MRP NRI-Chile Holdings Limited

1

Samuel Moore

John Carbone

Nikolai de Giorgio

MRP NRI-Peru Holdings Limited

1

Samuel Moore

John Carbone

Nikolai de Giorgio

MRP NRI-Germany Holdings Limited

1

Samuel Moore

John Carbone

Nikolai de Giorgio

Mercury Solar LimitedFraser Whineray

William Meek

Tony Nagel

What Power Crisis (2016) LimitedFraser Whineray

William Meek

Tony Nagel

1 Company dissolved during FY2018

2 Directors who have been appointed during FY2018

3 Directors who have resigned during FY2018

50 // 51

OTHER DISCLOSURES
Waivers from the New Zealand and Australian

Stock Exchanges

ASX

ASX has granted waivers in respect of the ASX Listing Rules to

allow the Constitution to contain provisions reflecting the

ownership restrictions imposed by the Public Finance Act and to

allow the Crown to cancel the sale of shares to applicants who

acquire shares under the General Offer and are not New Zealand

Applicants.

The majority of the waivers that ASX previously granted to the

Company are no longer relevant following the change to the

Company’s admission category to an ASX Foreign Exempt

Listing. The waivers from ASX Listing Rules 8.10 and 8.11

continue to apply. These waivers permit the Constitution to

contain provisions:

• allowing the Crown and the Company to enforce the 10%

limit; and

• enabling the Company to prevent shareholders who

acquired shares under the General Offer and are not New

Zealand applicants from transferring those shares and to

enable the Company to sell those shares.

Information about Mercury NZ Limited Ordinary Shares

This statement sets out information about the rights, privileges,

conditions and limitations, including restrictions on transfer, that

attach to shares in the Company.

Rights and privileges

Under the Constitution and the Companies Act 1993

(“Companies Act”), each share gives the holder a right to:

• attend and vote at a meeting of shareholders, including the

right to cast one vote per share on a poll on any resolution,

such as a resolution to:

– appoint or remove a director;

– adopt, revoke or alter the Constitution;

– approve a major transaction (as that term is defined in

the Companies Act);

– approve the amalgamation of the Company under

section 221 of the Companies Act; or

– place the Company in liquidation;

• receive an equal share in any distribution, including

dividends, if any, authorised by the Board and declared and

paid by the Company in respect of that share;

• receive an equal share with other shareholders in the

distribution of surplus assets in any liquidation of the

Company;

• be sent certain information, including notices of meeting

and Company reports sent to shareholders generally; and

• exercise the other rights conferred upon a shareholder by

the Companies Act and the Constitution.

Restrictions on ownership and transfer

The Public Finance Act 1989 (“Public Finance Act”) includes

restrictions on the ownership of certain types of securities issued

by the Company and consequences for breaching those

restrictions. The Constitution incorporates these restrictions and

mechanisms for monitoring and enforcing them.

A summary of the restrictions on the ownership of shares under

the Public Finance Act and the Constitution is set out below. If

the Company issues any other class of shares, or other securities

which confer voting rights, in the future, the restrictions

summarised below would also apply to those other classes of

shares or voting securities.

51% Holding

The Crown must hold at least 51% of the shares on issue.

The Company must not issue, acquire or redeem any shares if

such issue, acquisition or redemption would result in the Crown

falling below this 51% holding.

10% Limit

No person (other than the Crown) may have a ‘relevant interest’

in more than 10% of the shares on issue (“10% Limit”).

The Company must not issue, acquire or redeem any shares if it

has actual knowledge that such issue, acquisition or redemption

will result in any person other than the Crown exceeding the

10% Limit.

Ascertaining whether a breach has occurred

If a holder of shares breaches the 10% Limit or knows or

believes that a person who has a relevant interest in shares held

by that holder may have a relevant interest in shares in breach

of the 10% Limit, the holder must notify the Company of the

breach or potential breach.

The Company may require a holder of shares to provide it with a

statutory declaration if the Board knows or believes that a

person is, or is likely to be, in breach of the 10% Limit. That

statutory declaration is required to include, where applicable,

details of all persons who have a relevant interest in any shares

held by that holder.

Determining whether a breach has occurred

The Company has the power to determine whether a breach of

the 10% Limit has occurred and, if so, to enforce the 10% Limit.

In broad terms, if:

• the Company considers that a person may be in breach of

the 10% Limit; or

• a holder of shares fails to lodge a statutory declaration when

required to do so or lodges a declaration that has not been

completed to the reasonable satisfaction of the Company,

then the Company is required to determine whether or not the

10% Limit has been breached and, if so, whether or not that

breach was inadvertent. The Company must give the affected

shareholder the opportunity to make representations to the

Company before it makes a determination on these matters.

Effect of exceeding the 10% Limit
A person who is in breach of the 10% Limit must:

• comply with any notice received from the Company

requiring them to dispose of shares or their relevant interest

in shares, or take any other steps that are specified in the

notice, for the purpose of remedying the breach; and

• ensure that they are no longer in breach within 60 days

after the date on which they became aware, or ought to

have been aware, of the breach. If the breach is not

remedied within that timeframe, the Company may arrange

for the sale of the relevant number of shares on behalf of

the relevant holder. In those circumstances, the Company

will pay the net proceeds of sale, after the deduction of any

other costs incurred by the Company in connection with the

sale (including brokerage and the costs of investigating the

breach of the 10% Limit), to the relevant holder as soon as

practicable after the sale has been completed.

If a relevant interest is held in any shares in breach of the

10% Limit then, for so long as that breach continues:

• no votes may be cast in respect of any of the shares in

which a relevant interest is held in excess of the 10% Limit;

and

• the registered holder(s) of shares in which a relevant interest

is held in breach of the 10% Limit will not be entitled to

receive, in respect of the shares in which a relevant interest

is held in excess of the 10% Limit, any dividend or other

distribution authorised by the Board in respect of the shares.

However, if the Board determines that a breach of the 10% Limit

was not inadvertent, or that it does not have sufficient

information to determine that the breach was not inadvertent,

the registered holder may not exercise the votes attached to,

and will not be entitled to receive any dividends or other

distributions in respect of, any of its shares.

An exercise of a voting right attached to a share held in breach

of the 10% Limit must be disregarded in counting the votes

concerned. However, a resolution passed at a meeting is not

invalid where votes exercised in breach of the voting restriction

were counted by the Company in good faith and without

knowledge of the breach.

The Board may refuse to register a transfer of shares if it knows

or believes that the transfer will result in a breach of the 10%

Limit or where the transferee has failed to lodge a statutory

declaration requested from it by the Board within the prescribed

timeframe.

Crown directions

The Crown has the power to direct the Board to exercise certain

of the powers conferred on it under the Constitution (for

example, where the Crown suspects that the 10% Limit has

been breached but the Board has not taken steps to investigate

the suspected breach).

Trustee corporations and nominee companies

Trustee corporations and nominee companies (that hold

securities on behalf of a large number of separate underlying

beneficial holders) are exempt from the 10% Limit provided that

certain conditions are satisfied.

Share Cancellation

In certain circumstances, shares could be cancelled by the

Company through a reduction of capital, share buy back or

other form of capital reconstruction approved by the Board and,

where applicable, the shareholders.

Sale of less than a Minimum Holding

The Company may at any time give notice to a shareholder

holding less than a Minimum Holding of shares (as that term is

defined in the NZX Main Board Listing Rules) that if, at the end

of 3 months after the date the notice is given, shares then

registered in the name of the holder are less than a Minimum

Holding, the Company may sell those shares through the NZX

Main Board or in some other manner approved by NZX Limited,

and the holder is deemed to have authorised the Company to

act on behalf of the holder and to sign all necessary documents

relating to the sale.

For the purposes of the sale and of Rule 5.12 of the ASX

Settlement Operating Rules, where the Company has given a

notice that complies with Rule 5.12.2 of the ASX Settlement

Operating Rules, the Company may, after the end of the time

specified in the notice, initiate a Holding Adjustment to move

the relevant shares from that CHESS Holding to an Issuer

Sponsored Holding (as those terms are defined in the ASX

Settlement Operating Rules) or to take any other action the

Company considers necessary or desirable to effect the sale.

The proceeds of the sale of any shares sold for being less than

a Minimum Holding will be applied as follows:

• first, in payment of any reasonable sale expenses.

• second, in satisfaction of any unpaid calls or any other

amounts owing to the Company in respect of the shares.

• the residue, if any, must be paid to the person who was the

holder immediately before the sale or his or her executors,

administrators or assigns.

OTHER DISCLOSURES

(CONTINUED)

52 // 53

Cancellation of sale of shares
The Crown may cancel the sale of shares to an applicant under

the offer of shares by the Crown (the Offer) in the Mighty River

Power Share Offer Investment Statement and Prospectus if the

applicant misrepresented its entitlement to be allocated shares

under the Offer as a ‘New Zealand Applicant’ (as that term is

defined in the Share Offer Investment Statement and

Prospectus). If the Crown cancels a sale of shares on those

grounds:

• the Company must sell shares held by that applicant, up to

the number of shares sold to it under the Offer, irrespective

of whether or not those shares were acquired by the

applicant under the Offer (unless the applicant had

previously sold, transferred or disposed of all of its shares

to a person who was not an associated person of the

applicant); and

• the applicant will receive from the sale the lesser of:

– the sale price for the shares less the costs incurred by

the Crown and the Company; and

– the aggregate price paid for the shares less those costs,

with any excess amount being payable to the Crown.

If an applicant who misrepresented their entitlement to shares

has sold, transferred or otherwise disposed of shares to an

associated person, then the power of sale will extend to shares

held by that associated person, up to the number of shares

transferred, sold or otherwise disposed of to the associated

person by the relevant applicant.

Donations

Donations of $203,069 were made by the Group during the

year ended 30 June 2018 ($126,090 during the year ended

30 June 2017). Under Mercury’s Delegation Policy, donations

to political parties are prohibited.

Other Disclosures

Mercury NZ Limited is incorporated in New Zealand and is not

subject to Chapters 6, 6A, 6B and 6C of the Corporations Act

2001 (Australia). Mercury will not acquire any classified assets in

circumstances in which the ASX Listing Rules would require the

issue of restricted securities, without the written consent of ASX.

On 21 August 2018 the Board declared a fully imputed final

dividend of 9.1 cents per share to all shareholders who are on

the Company’s share register at 5.00pm on the record date

of 13 September 2018. The dividends will be imputed at a

corporate tax rate of 28% which amounts to an imputation

credit of $3.54 cents per share for the final dividend. The

Company will also pay a supplementary dividend of 1.61 cents

per share relating to the final dividend to non-resident

shareholders. The Company will receive from the New Zealand

Inland Revenue Department a tax credit equivalent to

supplementary dividends.

These dividends together with the interim dividend of

$82.6 million (6.0 cents per share) paid to shareholders on

3 April 2018 brings total declared dividends to $206.6 million

(or 15.1 cents per share).

As at the date of this annual report, the Company has a S&P’s

BBB+ rating with a stable outlook. The Company benefits from a

one notch uplift due to the Crown’s majority ownership.

The Company’s Net Tangible Assets per Share (excluding

treasury stock) as at 30 June 2018 was $2.34, compared

with $2.34 at 30 June 2017.

SHAREHOLDER INFORMATION
GLOSSARY

Shareholder enquiries

Changes in address, dividend payment details and

investment portfolios can be viewed and updated online:

www.investorcentre.com/nz. You will need your CSN and FIN

numbers to access this service.

Enquiries may be addressed to the Share Registrar

(see Directory for contact details).

Investor information

Our website at www.mercury.co.nz is an excellent source of

information about what’s happening within the company.

Our Investor Centre allows you to view all regular investor

communications, information on our latest operating and

financial results, dividend payments, news and share price history.

Electronic shareholder communication

It is quick and easy to make the change to receiving your reports

electronically. This can be done either:

• Online at www.investorcentre.com/nz by using your CSN

and FIN numbers (when you log in for the first time). Select

‘View Portfolio’ and log in. Then select ‘Update My Details’

and select ‘Communication Options’; or

• By contacting Computershare Investor Services Limited by

email, fax or post.

Free Cash FlowIs net cash flow from operating

activities less stay-in-business capital

expenditure

Generation-

weighted Average

Price (GWAP)

Generation Weighted Average Price of

electricity generated and sold to the

wholesale electricity market

GWhGigawatt hour. One gigawatt hour is

equal to one million kilowatt hours

Load-weighted

Average Price

(LWAP)

Load Weighted Average Price of

electricity purchased from the

wholesale electricity market

Lost-time Injury

Frequency Rate

(LTIFR)

A measure of the number of injuries

resulting in lost time per 200,000

hours worked, including employees

and on-site contractors

MWhMegawatt hour. One megawatt hour is

equal to 1,000 kilowatt hours. A

megawatt hour is the metering

standard unit for the wholesale

market

Smart metersAdvanced electricity meters that are a

replacement for analogue meters, and

send electronic meter readings to

your energy retailer automatically

Spot market/

wholesale market

The buying and selling of wholesale

electricity is done via a ‘pool’, where

electricity generators offer electricity

to the market and retailers bid to buy

the electricity. This market is called

the spot or physical wholesale market

Total Recordable

Injury Frequency

Rate (TRIFR)

A record of the number of reported

medical treatment, restricted work,

lost time and serious harm injuries

per 200,000 hours, including

employees and on-site contractors

54 // 55

DIRECTORY
Board of Directors

Joan Withers, Chair

Prue Flacks

Andy Lark

James Miller

Keith Smith

Scott St John

Patrick Strange

Mike Taitoko

Executive Team

Fraser Whineray,

Chief Executive

Kevin Angland,

General Manager Digital Services

Nick Clarke,

General Manager Geothermal & Safety

Phil Gibson,

General Manager Hydro & Wholesale

Julia Jack,

Chief Marketing Officer

William Meek,

Chief Financial Officer

Tony Nagel,

General Manager Corporate Affairs

Matthew Olde,

Metrix Chief Executive

Marlene Strawson,

General Manager People & Performance

Company Secretary

Howard Thomas

Investor Relations & Sustainability Enquiries

Tim Thompson

Head of Treasury & Investor Relations

Mercury NZ Limited

P O Box 90399

Auckland 1142

New Zealand

Phone: +64 27 517 3470

Email: investor@mercury.co.nz

Registered Office in New Zealand

Level 3, 109 Carlton Gore Road, Auckland 1023

Registered Office in Australia

c/– TMF Corporate Services

(Australia) Pty Limited

Level 16, 201 Elizabeth Street

Sydney NSW 2000

Phone: +61 2 8988 5800

Legal Advisors

Chapman Tripp

Level 35, ANZ Centre

23-29 Albert Street, Auckland 1010

PO Box 2206, Auckland

Phone: +64 9 357 9000

Bankers

ANZ Bank

ASB Bank

Bank of New Zealand

MUFG Bank

Mizuho Bank

Westpac

Credit Rating (reaffirmed December 2017)

Long term: BBB+

Outlook: Stable

Share Register – New Zealand

Computershare Investor Services Ltd

Level 2, 159 Hurstmere Road, Takapuna,

Auckland 0622

Private Bag 92119

Auckland 1142

New Zealand

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

Web: www.investorcentre.com/nz

Share Register – Australia

Computershare Investor Services Pty Ltd

Yarra Falls, 452 Johnston Street, Abbotsford, VIC 3067

GPO Box 3329

Melbourne, VIC 3001

Australia

Phone: 1 800 501 366 (within Australia)

Phone: +61 3 9415 4083 (outside Australia)

Email: enquiry@computershare.co.nz

SWITCH TO MERCURY.
CALL 0800 456 534 OR

GO TO mercury.co.nz/join

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

X

whether:

InterimYear

X

SpecialDRP Applies

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

OR explanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per securityPayment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

13 September, 201828 September, 2018

New Zealand Dollars$0.016059

$123,916,272.30

Date Payable

28 September, 2018

$$0.006319$0.035389

$

In dollars and cents

Income available for distribution

$0.091

not applicable

Enter N/A if not

applicable

Mercury NZ Limited ordinary sharesNZMRPE0001S2

+64 9 308 8200+64 9 308 820921082018

EMAIL: announce@nzx.com

Notice of event affecting securities

1

Mercury NZ Limited

Howard Thomas, Company SecretaryDirectors' resolution

---

CSN/Security Holder number:
XXXXXXXXX










DEAR SHAREHOLDER,

Mercury is pleased to share with you highlights of our annual results for 2018.

We invite you to view our 2018 Annual Report, along with Mercury's investor

presentation and news release.

VIEW OUR ONLINE

2018 ANNUAL REPORT




SEE OUR INVESTOR

PRESENTATION & NEWS RELEASE












HIGHLIGHTS OF THE YEAR ENDED 30 JUNE 2018




OPERATING EARNINGS (EBITDAF)



7% lift to $561 million

reflecting strong and timely hydro inflows across the Waikato River catchment, and

high geothermal availability.




NET PROFIT AFTER TAX



up $50 million to $234 million




FINAL ORDINARY DIVIDEND


9.1 cents per share fully-imputed

This brings the full year fully-imputed ordinary dividend to 15.1 cents per share up

from 14.6 cents per share in FY2017. It is Mercury's tenth consecutive year of

ordinary dividend growth.







Mercury successfully executed a number of key strategic projects through the year.

These included a major technology systems upgrade, completion of Metrix’s meter

data project, hydro refurbishments at Aratiatia and Whakamaru stations (ongoing) and

major maintenance outages at geothermal stations.

Mercury also completed the purchase of a 19.99% stake in Tilt Renewables

(NZX/ASX:TLT) in May, a company with significant operational and consented wind

generation interests in Australasia.

Our brand and customer service activity focused on inspiring, rewarding and making
things easy for customers continues to show strong results, though retail market

conditions remain very competitive.

The Mercury brand maintained its trader churn (customer switching to an alternative

retailer) advantage of 6.4% compared to the rest of the market at 8.1%.

Employee engagement increased to 81.5% from 81% as measured by the 2018 IBM

Employee Engagement Survey. During the year Mercury received major honours at

the IBM Best Workplace Awards and the New Zealand HR Awards.

Mercury is well positioned to build further on its momentum through a focus on

developing its people, inspiring its customers and executing on its growth strategy.

EBITDAF guidance for the year ending 30 June 2019 is $515 million, based on

forecast hydro generation of 4,200 GWh and subject to any material events,

significant one-off expenses or other unforeseeable circumstances including

hydrological conditions. Ordinary fully-imputed FY2019 dividend guidance has been

issued at 15.5 cents per share, a 2.6% increase on FY2018.

Kind regards,


Joan Withers | Chair, Mercury NZ Limited






Customers choose Mercury


FIND OUT MORE





NOTICE OF REPORT AVAILABILITY

Our most recent and future Annual and Interim Reports are, or will be, available on

our website www.mercury.co.nz/investors

If you would like to receive free printed copies or electronic copies of our most recent

and future Annual and Interim Reports, please email ecomms@computershare.co.nz

at any time.






You are receiving this email because you have signed up for electronic security holder communications.

You can unsubscribe to email notifications at any time by logging into Computershare's Investor Centre

http://www.investorcentre.com/nz.

Select 'My profile' and click on the 'update' button on the communication preferences tile.

This email was sent to you by Mercury NZ Limited, Level 3, 109 Carlton Gore Road, Auckland 1023.

© Copyright 2018 Mercury NZ Ltd.

COMPUTERSHARE INVESTOR SERVICES LTD

---

CSN/Security Holder number:
XXXXXXXXX











DEAR BONDHOLDER,

Mercury is pleased to share with you details of our annual results for 2018.

We invite you to view our 2018 Annual Report, along with Mercury's investor presentation

and news release.

VIEW OUR ONLINE

2018 ANNUAL REPORT




SEE OUR INVESTOR PRESENTATION &

NEWS RELEASE












HIGHLIGHTS OF THE YEAR ENDED 30 JUNE 2018




OPERATING EARNINGS (EBITDAF)



7% lift to $561 million

reflecting strong and timely hydro inflows across the Waikato River catchment, and high

geothermal availability.




NET PROFIT AFTER TAX



up $50 million to $234 million




S&P Credit Rating


BBB+ re-affirmed in December 2017







Mercury successfully executed a number of key strategic projects through the year. These

included a major technology systems upgrade, completion of Metrix’s meter data project,

hydro refurbishments at Aratiatia and Whakamaru stations (ongoing) and major maintenance

outages at geothermal stations.

Mercury also completed the purchase of a 19.99% stake in Tilt Renewables (NZX/ASX:TLT) in

May, a company with significant operational and consented wind generation interests in

Australasia.

Our brand and customer service activity focused on inspiring, rewarding and making things
easy for customers continues to show strong results, though retail market conditions remain

very competitive.

The Mercury brand maintained its trader churn (customer switching to an alternative retailer)

advantage of 6.4% compared to the rest of the market at 8.1%.

Employee engagement increased to 81.5% from 81% as measured by the 2018 IBM Employee

Engagement Survey. During the year Mercury received major honours at the IBM Best

Workplace Awards and the New Zealand HR Awards.

Mercury is well positioned to build further on its momentum through a focus on developing

its people, inspiring its customers and executing on its growth strategy.

EBITDAF guidance for the year ending 30 June 2019 is $515 million, based on forecast hydro

generation of 4,200 GWh and subject to any material events, significant one-off expenses or

other unforeseeable circumstances including hydrological conditions.

Kind regards,


Joan Withers | Chair, Mercury NZ Limited






Customers choose Mercury


FIND OUT MORE





NOTICE OF REPORT AVAILABILITY

Our most recent and future Annual and Interim Reports are, or will be, available on our

website www.mercury.co.nz/investors

If you would like to receive free printed copies or electronic copies of our most recent and

future Annual and Interim Reports, please email ecomms@computershare.co.nz at any time.






You are receiving this email because you have signed up for electronic security holder communications.

You can unsubscribe to email notifications at any time by logging into Computershare's Investor Centre

http://www.investorcentre.com/nz.

Select 'My profile' and click on the 'update' button on the communication preferences tile.

This email was sent to you by Mercury NZ Limited, Level 3, 109 Carlton Gore Road, Auckland 1023.

© Copyright 2018 Mercury NZ Ltd.

COMPUTERSHARE INVESTOR SERVICES LTD

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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