Mercury NZ Limited/Announcement
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Mercury rises to challenge with strong FY2019 result

Full Year Results19 August 2019MCYUtilities

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)



Results for announcement to the market

Name of issuer Mercury NZ Limited

Reporting Period 12 months to 30 June 2019

Previous Reporting Period 12 months to 30 June 2018

Currency New Zealand dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$2,000,000 11.2%

Total Revenue $2,000,000 11.2%

Net profit/(loss) from

continuing operations

$357,000 52.6%

Total net profit/(loss) $357,000 52.6%

Final Dividend

Amount per Quoted Equity

Security

$ 0.09300000

Imputed amount per Quoted

Equity Security

$0.03616667

Record Date 13/09/2019

Dividend Payment Date 30/09/2019

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$2.54 $2.35

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to accompanying audited financial statements

Authority for this announcement

Name of person


authorised

to make this announcement

Howard Thomas, Company Secretary

Contact person for this

announcement

Howard Thomas, Company Secretary

Contact phone number +64 9 308 8200

Contact email address Howard.Thomas@Mercury.co.nz

Date of release through MAP


20/08/2019


Audited financial statements accompany this announcement.

---

Mercury rises to challenge with strong FY2019 result
Summary of FY2019 performance

>> Operating earnings (EBITDAF) $505 million, down 11%

• Influenced by lower hydro generation and only eight months of Metrix earnings

>> Net profit after tax $357 million, up 53%

• Influenced by gain on sale of Metrix and lower interest costs

>> Final ordinary dividend 9.3 cents per share, fully imputed, to be paid on 30 September 2019

• Brings our total ordinary dividend to 15.5 cents per share, fully imputed, up 2.6%

• 11

th

consecutive year of ordinary dividend growth


20 August 2019 – Mercury produced a strong result under unusual weather and market conditions in its

financial year to 30 June 2019, Chief Executive Fraser Whineray said today.

Announcing Mercury’s annual results, Mr Whineray said that the overall performance of the business was even

more pleasing than last year’s record earnings, as Mercury executed a number of key strategic moves to position

the company for long-term sustainable growth.


Financial year milestones included: the sale of Mercury’s Metrix smart metering business for $272 million; the

announcement of a major refurbishment programme for its Karapiro hydro station; consolidation of three Auckland

premises into one new Auckland office in Newmarket; the roll-out of a new customer IT platform (SAP Commerce

Cloud); and the announcement of the construction of Mercury’s first wind farm, at Turitea near Palmerston North.


Operating earnings (EBITDAF) of $505 million were down 11% (FY2018 $566 million), impacted by early wet

weather across the Waikato catchment giving way to an acutely dry period from September. Annual hydro

generation of 4,006GWh was in line with the company’s long-term average but was 941GWh down on the record

established last year.


Annual geothermal generation set a record, reaching 2,896GWh, coinciding with record high annual spot prices

caused in part by gas supply and thermal generation constraints from October 2018.


“Making the most of the challenging hand dealt by Waikato catchment inflows and elevated spot pricing required a

very strong performance from generation and wholesale markets teams in FY2019,” Mr Whineray said.


“Our assets were prudently managed through challenging weather and wholesale market conditions. High

geothermal availability (97.7%), as the only renewable energy source that is not weather dependent, maximised

the opportunity of historically high spot prices.”


Mercury reduced retail acquisition activity and focused on customer value and loyalty as retail margins contracted

with elevated spot prices and ongoing high levels of retail competition.

Mercury’s record profit of $357 million was up $123 million on the prior year’s record, as the company benefited

from lower interest costs as historic hedges matured, and from the gain on sale of its Metrix smart metering

business. As with the prior year, there were no impairments recorded.


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


NEWS RELEASE



Financial Results

FY2019 FY2018 FY2017 FY2016 FY2015

EBITDAF ($M) 505 566 523 493 482

NET PROFIT AFTER TAX ($M) 357 234 184 160 47

UNDERLYING EARNINGS AFTER TAX ($M) 161 198 176 152 145

FULLY IMPUTED ORDINARY DIVIDEND

(CENTS PER SHARE)

15.5 15.1 14.6 14.3 14.0

FULLY IMPUTED SPECIAL DIVIDENDS

(CENTS PER SHARE)

5.0 7.5

UNIMPUTED SPECIAL DIVIDEND (CENTS

PER SHARE)

4.0

SHARE BUYBACK ($M) 50

ELECTRICITY GENERATION (GWh) 6,902 7,704 7,533 6,842 6,536


Dividend

Mercury Chair Joan Withers announced a final ordinary dividend of 9.3 cents per share, fully imputed. This brings

our total ordinary dividend to 15.5 cents per share, fully imputed, up 2.6% on FY2018. It is Mercury’s 11th

consecutive year of ordinary dividend growth.

“Our underlying performance and the bold and carefully considered moves we have executed successfully are all

indicators that Mercury is well positioned for growth in a dynamic market,” Mrs Withers said.

Total shareholder returns (TSR) of 42.5% included significant share price appreciation, which valued the company

at $6.3 billion at financial year end, compared with $4.6 billion at the same time last year.

FY2020 Guidance

EBITDAF guidance is $485 million for FY2020, based on forecast mean hydro and geothermal generation (~

6,620GWh). This guidance is subject to any material events, significant one-off expenses or other unforeseeable

circumstances including hydrological conditions.

FY2020 ordinary dividend guidance has been issued at 15.8 cents per share, a 2% increase on FY2019.

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 anticipates solid long-term demand growth as renewable electricity’s advantages

are increasingly unlocked through technology advances in applications such as transport and industrial heat, and

as consumers demand cheaper, cleaner, locally generated and low-carbon sources of energy to power their lives.

“We will continue to explore inspiring ways to encourage the transition to electrified transport for the long-term

benefit of the country as well as our owners.”

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.


For further information: Media – 0272 105 337; Investors – 0275 173 470. Visit us at: www.mercury.co.nz

---

Chief Financial Officer
Financial Results

for the year ended 30 June 2019

WILLIAM MEEK

FRASER WHINERAY

Chief Executive

20 August 2019

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 2019, 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

$505m EBITDAF
Achieved through mean hydro

generation supported by record

geothermal generationin challenging

spot market conditions

MARKET THESIS

Being realised as more balanced supply

and demand and thermal fuel constraints

led to record futures prices

9.3cps

FINALDIVIDEND

Fully-imputed total ordinary dividend of

15.5cps; an increase of 2.6% versus

FY2018; 11

th

year of ordinary growth

FINANCIAL DISCIPLINE

Demonstrated as operating expenditure

of $199m was flat (adjusted for Metrix

sale) for the 6

th

year in a row

CAPITAL ALLOCATION

Active capital management through

divestment of Metrixfor $272m and

growthcapital contributions of $55m to

Tilt Renewables

RECOGNITION

Of our sales and retention teams at the

CRM Contact Centre Awards and as the

top-ranked Utility in the KPMG Customer

Experience Excellence report

CUSTOMER VALUE

Focus on rewarding loyalty and value

leading to reduced acquisitionactivity in

highly competitive retail market

TURITEA WIND FARM

$256m commitment to a 119MW /

470GWh p.a. wind farm; the first

large-scale NZ renewable electricity

generation development since 2014

Stay-in-business capital expenditureof

$89m

Included office consolidation bringing

teams togetherfrom across Auckland

and ongoing hydro refurbishment

FY2019 HIGHLIGHTS

3

FY2019 HIGHLIGHTS

4
>Energy Margin, EBITDAF and Free Cash Flow lower reflecting 19% reduction in hydro generation upon return to mean

following record levels in FY2018

>NPAT up reflecting gain on sale following divestment of Metrix metering business for $272m and also lower interest costs

>Stay-in-business capex of $89m reflecting ongoing hydro refurbishment

1

and Auckland office consolidation

>Growth investment of $81m reflecting contributions to Tilt Renewables ($55m) and wind generation development at Turitea

>Total ordinary dividend of 15.5cps, the 11

th

year of ordinary dividend growth

FINANCIAL PERFORMANCE

730

205

566

234

198

264

112

150

207

50

667

199

505

357

161

237

89

81

211

0

0

100

200

300

400

500

600

700

800

Energy MarginOperating

Expenditure

EBITDAFNPATUnderlying

Earnings

Free Cash FlowStay-In-Business

Capital

Expenditure

Growth

Investment

Declared

Ordinary

Dividend

Share Buyback

$m

FY2018

FY2019

FY2019 FINANCIAL HIGHLIGHTS

1

For further detail see Mercury Annual Report 2019, pp. 50-53

Total Net Sales: 484GWh
1

LWAP/GWAP: 1.9%

Mass Market Yield: 2.0%

C&I Yield: 1.1%

566

505

74

0

249

2

60

45

4

356

7

4

6

-

100

200

300

400

500

600

700

800

900

Volume

Price

Volume

Price

Volume

Price

Derivative

Settlements

Derivative

Settlements

Other

Other Income

OPEX

EBITDAF ($m)

5

Generation

FY2018FY2019

FPVV PurchasesFPVV Sales

End User

CFDs

Other Energy

Margin

Generation: 808GWh

Price: $52/MWh

Energy Margin: $63m

1

Includes FPVV and net CFD sales

2

Consistent with disclosures in December 2018

3

Includes ancillary services & gas purchases and sales

3

EBITDAF BRIDGE (FY2018 to FY2019)

HIGHER SPOT PRICES PARTLY OFFSETTING REDUCTION IN GENERATION

FY2019 FINANCIAL HIGHLIGHTS

Metrix divestment impact -$8m

2

New Zealand’s leading energy brand
Recognised as a leader within our industry, with our industry

recognised as a positive contributor to New Zealand; and Mercury’s

access to fuel and energy storage enduring and enhanced

Recognised as a leader in the ultra-long-term management of both

physical and natural assets

A zero harm organisation that has enabled our people to adapt to

the changing nature of work to deliver the highest levels of

performance and productivity

Leading our sector in terms of financial performance and

shareholder returns, earning at least our cost of capital

6

WHAT MATTERS MOST

WHAT MATTERS MOSTLONG-TERM SUCCESS STATEMENTS

Mercury brand
trader churn

7.4%

Customer

satisfaction

64%

1

Brand Love

85%

2

Industry recognised

as key enabler of

low-carbon economy

Airpoints™

registrations

160,000

3

EPR final report

expected late 2019

LWAP/GWAP

1.04

SIB Capex

$89m

Gross Generation

Emissions Intensity

39kg CO

2

e/MWh

Zero high severity

health and safety

incidents

TRIFR

0.72

4

Employee

Engagement

66%

5

Annual Total

Shareholder Return

43%

Total Ordinary

Dividend

15.5cps

Investment in growth

via Tilt and Turitea

and Metrix sale

7

WHAT MATTERS MOST

KEY PERFORMANCE INDICATORS –5 YEAR TRENDS

1

Based on Mercury’s monthly survey of residential customers, 12-monthly

rolling average to 30 June 2019 for Mercury brand only

2

Percentage of customers who say they ‘like’ Mercury, 3-monthly rolling

average to 30 June 2019

3

Total customers registered for Airpoints™ as at 30 June 2019

4

Total Recordable Injury Frequency Rate per 200,000 hours for the 12

months to 30 June 2019; includes employees and onsite contractors

5

From CultureAmpsurvey introduced 2019



8
>Numerous reports released recognising renewable electricity as an opportunity for New Zealand

>Interim Climate Change Committee (Final report released July 2019)

>Recommends focus on renewable electricity for transport and industrial process heat rather than 100% renewable electricity

>New Zealand forecast to reach 93% renewable electricity by 2035 under business-as-usual

>Targeting 100% renewable electricity prohibitively expensive relative to electrification of transport and process heat

>Value of hydro generation to New Zealand’s climate objectives should be given “sufficient weight” in water allocation decisions

>MBIE Electricity Demand and Generation Scenarios 2050 (Released July 2019)

>Electricity demand predicted to grow in the range of 18% to 78% (7 to 31GWh p.a.) across all scenarios

>Renewable electricity generation predicted to rise in all scenarios from 82% in 2017 to around 95%

>Productivity Commission -Low Emissions Economy Report (Government response August 2019)

>Supports renewable electricity generation as a key enabler of transitioning NZ to a low emissions economy

>Government developing Renewable Energy Strategy for public consultation later in 2019

>Transport electrification

>Government consulting on a feebate scheme for low emissions light vehicles for implementation in 2021

>Major NZ corporates trialling electric transport options including waste management vehicles, electric ferries, tugs and planes

MARKET DYNAMICS

RECOGNISING NEW ZEALAND’S RENEWABLE ADVANTAGE

9
>Electricity Price Review (EPR)

>Final report and Government response now expected to be released in September 2019

>Based on the February EPR options paper, expectations are for incremental rather than fundamental structural reforms

>Main focus on improving outcomes for vulnerable customers through targeted assistance and other support mechanisms

>Transmission Pricing

>Electricity Authority released an issues paper for consultation by 1 October

>Significant reduction in impacts and benefits from the Authority’s 2016 proposal

>Indicative impact to Mercury of $6.6m p.a. not before April 2024; remains contingent on implementation and Government policy

>Tax Working Group

>Work programme includes further investigation of environmental taxes; no tax on hydro use expected in the near term

>National Policy Statements (NPS)

>Uncertainty as to whether hydro generation will be exempted in the new 2019 NPS on Freshwater Management due for

consultation in September

>Future geothermal generation investment needs to be explicitly recognised within the proposed NPS on Indigenous Biodiversity

MARKET DYNAMICS

REGULATORY ENVIRONMENT

Source: NZX Hydro, Pricing Manager (NZX), Mercury
1

Trendline includes all monthly data from Jan 1999 to Jul 2019

10

SPOT PRICES PERSIST ABOVE HISTORICAL TREND

MARKET DYNAMICS

Oct-18

Nov-18

Feb-19

Mar-19

$0

$50

$100

$150

$200

$250

$300

$350

-1500-1000-500050010001500

OTA Wholesale Price ($/MWh)

Delta to SI Storage Average (GWh)

SI MONTHLY HYDRO STORAGE AND PRICE

1

Jan 1999 to Jun 2016

FY2017

FY2018

FY2019

FY2020

$0

$50

$100

$150

$200

$250

$300

$350

-400-2000200400

OTA Wholesale Price ($/MWh)

Delta to NI Storage Average (GWh)

NI MONTHLY HYDRO STORAGE AND PRICE

1

Jan 1999 to Jun 2016

FY2017

FY2018

FY2019

FY2020

$59/MWh

$87/MWh

$143/MWh

$59/MWh

$87/MWh

$143/MWh

Source: NZX Hydro, Mercury
1

Maximum Controllable Level

2

Monthly average since July 1999

3

Monthly average since July 1927

4

Closing price 3 months prior

11

JulAugSepOctNovDecJanFebMarAprMayJunJul

Hydro Generation -

Delta to Average

2

(GWh)

+73+81+101-10-14-6-45-45-45-47-56-29+10

Waikato Inflows -

Delta to Average

3

(GWh)

+49+90-35-123-78+20-62-102-104-80-85-40+82

Spot Price -

Otahuhu ($/MWh)

$82$89$90$300$203$114$135$169$182$115$119$115$116

Futures Price (M-3

4

)

Otahuhu ($/MWh)

$74$71$61$63$69$76$90$105$91$122$130$147$145

MARKET DYNAMICS

PRUDENT RISK MANAGEMENT GIVEN CHALLENGING CONDITIONS

0

100

200

300

400

500

600

700

GWh

LAKE TAUPO STORAGE

(since 1 Jul 1999)

Min / MaxAvgLake Taupo MCLFY2019

1

12
THREE-YEAR MARKET THESIS HAPPENING

ANTICIPATED MARKET OUTCOMES

>Supply and demand re-balanced

>Conditions for demand growth

>Increased spot price volatility

>Futures price increase

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

>Retail churn reduction

>Upward pressure on retail price




MARKET DYNAMICS


?

Futures and recent C&I contracted prices

up $20+/MWh across FY2019 in line with

spot prices

Increase in spot prices represents a cost of

retailing and a contraction of retail margins

Retail competition remains fierce despite

this dynamic

Mercury expects aggressive acquisition

offers still prevalent in the market are out of

the money

}

?

13
>Demand flat in FY2019 as an increase in industrial demand was offset by decreases in other sectors

>Industrial demand increase driven by Tiwai Point 4

th

potline restart

>Tiwai Point 4th potline restart increased Tiwai demand by 4.1%, lifting from 572MW average in Jul-18 to a peak of 617MW

average in Feb-19 (down to 595MW in Jun-19), which added 0.5% to national demand in FY2019

>Excluding Tiwai Point, industrial demand decreased by 1.8% as spot-exposed users demonstrated sensitivity to high prices

Source: TranspowerSCADA data, Mercury

1

Normalised for temperature

SectorGWhSector%Total %

Urban

1

-75-0.5%-0.2%

Rural

1

+861.3%0.2%

Dairy processing-32-0.5%-0.1%

Irrigation-65-4.9%-0.2%

Industrial+1551.7%0.4%

Other-51-7.0%-0.1%

Total+180.0%

FY2019 NORMALISED DEMAND GROWTH BY SECTOR

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

UrbanRuralDairyTiwaiIndustrial

(excluding

Tiwai)

Irrigation

GWh

DEMAND

FY2015FY2016FY2017

FY2018FY2019

11

SEASONAL FACTORS CONTRIBUTE TO LOWER DEMAND

MARKET DYNAMICS

14
$60

$70

$80

$90

$100

$110

$120

Jul-14

Jan-15

Jul-15

Jan-16

Jul-16

Jan-17

Jul-17

Jan-18

Jul-18

Jan-19

Jul-19

$/MWh

FUTURES PRICE

(2 year average price starting 3 quarters ahead)

Otahuhu

Benmore

$0

$20

$40

$60

$80

$100

$120

$140

$160

$180

FY19FY20FY21

$/MWh

30-Jun-1830-Sep-1831-Dec-1831-Mar-1930-Jun-19

OTAHUHU FUTURES PRICE

Source: ASX, Mercury

MARKET DYNAMICS

FUTURES LIFTING, CONSISTENT WITH MARKET THESIS

>Gas supply and thermal generation restrictions expected to persist over the medium-term impacting wholesale prices

0%
5%

10%

15%

20%

25%

Jul-17

Oct-17

Jan-18

Apr-18

Jul-18

Oct-18

Jan-19

Apr-19

Jul-19

Annual Churn

NATIONAL CHURN RATE

(12mth rolling)

All Retailers

Mercury Group

Mercury Brand

}

15

All switches

Trader switches

1

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

1

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

}

MARKET DYNAMICS

RETAIL COMPETITION UNAFFECTED BY HIGHER WHOLESALE PRICES

20% prompt

payment

discount

Get a $400

credit

Get a free

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broadband for

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EXAMPLES OF COMPETITOR OFFERS

MERCURY FOCUSED ON EXISTING CUSTOMERS AND VALUE
>Mercury is focused on value and fulfilling our customer

promises to reward loyalty, inspire and make it easy

>In line with this focus:

>Mercury has not increased residential headline pricing since

April 2018, despite steadily rising input costs

>Mercury is moving away from short-term deep discounted

acquisition pricing which doesn’t deliver value to existing

customers

>Proportion of Mercury brand customers acquired on discounted

rates decreased from 55% in Q4-FY2018 to 27% in Q4-FY2019

>We expect all acquisition offers by all retailers are out of

the money with this wholesale market outlook

>A strategic channel and partner review led to a mutual

agreement to exit the Fonterra Farm Source partnership

>~2,000 of our customer losses in July; will see more of these

customers moving over the coming months

16

MARKET DYNAMICS

-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-17

Oct-17

Jan-18

Apr-18

Jul-18

Oct-18

Jan-19

Apr-19

Jul-19

Switches

Withdrawn

1

Source: Electricity Authority, EMI –Switching Breakdown

1

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

CONTINUOUS REVIEW OF CAPITAL ALLOCATION
326

89

211

81

270

215

-100

-50

0

50

100

150

200

250

300

350

Operating Cashflow

Stay-in-Business

Capex

Ordinary Dividends

Growth Capex /

Investments

Divestments

Debt Repayment

$m

USE OF FUNDS

IncreaseDecrease

>Mercury Net Debt/EBITDAF ratio at 1.9x

>1.9x after $272m Metrix divestment

>Consistent with low end of target band to retain flexibility and

growth aspirations

>Re-investment in core prioritisedwith continued hydro

refurbishment and technology upgrades

>Dividend policy is to pay 70-85% of free cash flow on

average through time enabling residual cash flow to be

applied to growth opportunities/debt repayment

>FY2019 represents the 11

th

year of ordinary dividend growth

>Tilt Renewables considering sale of Snowtown2 wind

farm which likely means little to no Tilt shareholder

capital contributions required in the medium-term

17

CAPITAL ALLOCATION

1

Negatively impacted by an increase in ASX

prudential requirements of $37m

1

PURSUING GROWTH
18

CAPITAL ALLOCATION

1

As at 16 August 2019

>Financial commitment in March 2019 of $256m to 119MW

Turitea wind farm

>Turitea complements Mercury’s existing baseload geothermal

and flexible hydro assets

>Ability to utilise flexibility of Waikato Hydro Scheme in the same

island to ‘firm’ intermittency of wind

>Transmission infrastructure enables further wind development at

Turitea and Puketoi

>Gas supply and thermal generation constraints and futures

prices indicate new generation capacity required

>Investment of $199m in Tilt Renewables as a vehicle to gain

exposure to Australia renewables transition

>Includes the initial investment (May 2018), a joint takeover offer

taking Infratilshareholding to >65% (August-December 2018),

and participating in the Dundonnell rights issue (February 2019)

>Fraser Whineray appointed to Tilt Renewables Board from

19 July 2019

>Investment now worth $247m

1

representing an ROI of 24%

505
~475

485

~15

~10

20

5

450

475

500

525

FY2019 Actual

Generation

Adjustment

Metrix Divestment

FY2019 Generation

Normalised

Opex

Growth

FY2020 Guidance

$m

INDICATIVE GUIDANCE BRIDGE

IncreaseDecrease

FY2020 GUIDANCE RE-BASED FOLLOWING METRIX DIVESTMENT

19

FY2020 GUIDANCE

19

>FY2020 EBITDAF guidance is $485m and assumes:

>Mean hydro and geothermal generation

1

>Operating expenditure reflecting increased activity with

multiple geothermal shuts and ongoing hydro refurbishment

>Growth through improving customer profitability, cost

transparency and trading performance

>FY2020 ordinary dividend guidance is up 2% to 15.8cps

>FY2020 stay-in-business capital expenditure guidance

is $105m

>Includes ongoing refurbishment at three hydro power

stations and drilling of two wells at Kawerau

>Guidance is subject to hydrological volatility, wholesale

market conditions and any material adverse events,

significant one-off expenses or other unforeseeable

circumstances

1

Mean total generation of ~6,620GWh (hydro ~4,020GWh

& geothermal ~2,600GWh)

20
Q&A

Q&A

100% renewable generation
>Two low-cost complementary fuel sources

in baseload geothermal and peaking

hydrowith same-island wind to be added

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, working

together and in alignment,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

21

APPENDIX

MERCURY’S COMPETITIVE ADVANTAGE

0
1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

GWh

FY2019 NET POSITION BREAKDOWN

Net Other CfDs

Network Losses

Commercial & Industrial

Major Industrial Customers

Mass Market

Hydro

Geothermal (Consolidated)

APPENDIX

22

>Mercury operates an integrated portfolio with electricity

sales to customers providing a natural price hedge to

generation

>Average net long position with movement year-on-year

due to hydrology, plant availability and values of sales

>Diversified sales portfolio including sales to Mass

Market, Commercial & Industrial customers and

derivatives

>Favouring increased spot exposure for value and risk

management in higher and more volatile price environment

>Significant volume tied to long-dated contracts with major

industrial customers (~790GWh p.a.)

>Turitea wind farm under development, due to start

operating late CY2020

>Annual generation of 470GWh

>Once commissioned, its variable wind generation will be

complemented by Mercury’s flexible hydro stations and

baseload geothermal

1

PORTFOLIO APPROACH TO RISK MANAGEMENT

1

Contract-For-Difference

STABLE CAPITAL STRUCTURE
APPENDIX

23

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 5 December 2018

>One-notch upgrade given majority Crown ownership

>Capital management continuously reviewed

>Targeting gearing at low end of Net Debt / EBITDAF between 2.0x and 3.0x (key ratio for stand-alone S&P credit rating ‘bbb’) to

provide debt headroom due to Government minimum equity ownership requirement

>Net Debt / EBITDAF 1.9xat 30 June 2019

1

30 June 201930 June 201830 June 201730 June 201630 June 2015

Net Debt ($m)

1,0961,2641,0381,0681,082

Gearing Ratio (%)

23.727.723.924.424.5

Net Debt / EBITDAF(x)

1

1.91.91.82.02.0

0
50

100

150

200

250

300

350

400

450

500

202020212022202320242025202620272050

$m

Financial Year (ending 30 June)

DEBT MATURITIES AS AT 20 AUGUST 2019

Commercial PaperDomestic Wholesale BondsUS Private PlacementUndrawn Bank FacilitiesUndrawn Rolling Bank FacilitiesMCY020 Bonds

24

>The average debt maturity profile for committed facilities was 7.1 years

2

at 20 August 2019

>Interest paid decreased by $24m in FY2019 with further reduction (circa $10m) expected in FY2020

>Mercury redeemed its MCY010 Bonds on 11 July 2019 and issued new MCY020 Bonds to mature July 2049

APPENDIX

DIVERSIFIED FUNDING PROFILE

1

Requires 18 months notice of termination from lender

2

Includes Commercial Paper on issue, all bank facilities, wholesale

bonds, US private placement and MCY020 Bonds to maturity

1

CONTRACTS FOR DIFFERENCE
26

Yearended

30June2019

Year ended

30 June2018

Net Contracts for Difference

(Sell)/BuyGWh

Sell -End User(1,352)(1,226)

Sell -VAS

1

(599)(650)

Sell -Inter-generator & ASX(1,683)(1,737)

Sell CFD(3,634)(3,613)

Buy CFD2,0101,504

Net CFD(1,624)(2,109)

Energy Margin contribution ($m)(106)(1)

1

VAS included on both buy and sell side CFDs

APPENDIX

NON-GAAP MEASURES: NET DEBT, EBITDAFAND FREE CASH FLOW
27

>Net Debt is reported in the full year financial statements and is a measure commonly used by investors. Net debt is

calculated as total borrowings (both current and non-current) less cash and cash equivalents.

>EBITDAF is defined as earnings before net interest expense, income tax, depreciation and amortisation, change in

fair value of financial instruments, impairments, and equity accounted earnings of associates and joint ventures.

>Free Cash Flow is Net Cash Flow from Operating Activities less normalisedstay-in-business capital expenditure.

APPENDIX

28
REFERENCE MATERIALS

MERCURY REFERENCES

Mercury Investor Centrehttps://www.mercury.co.nz/investors

Quarterly Operational Updateshttps://www.mercury.co.nz/investors/results-reports/operating-information

Investor Presentation –November 2018https://issuu.com/mercurynz/docs/mercury_investor_roadshow_presentat?e=25554184/65954670

Governance Presentation–December 2018https://issuu.com/mercurynz/docs/mercury_governance_roadshow_present?e=25554184/66170875

PUBLICATIONS

Mercury –Electricity Price Review Submissionhttps://www.mercury.co.nz/news/electricity-price-review-executive-summary

Productivity Commission –Low-emissions Economy Report

https://www.productivity.govt.nz/assets/Documents/4e01d69a83/Productivity-Commission_Low-emissions-

economy_Final-Report.pdf

Interim Climate Change Committee –Accelerated Electrificationhttps://www.iccc.mfe.govt.nz/assets/PDF_Library/daed426432/FINAL-ICCC-Electricity-report.pdf

Transpower –Transmission Tomorrow –Our Strategyhttps://www.transpower.co.nz/sites/default/files/publications/resources/TTourstrategy2018.pdf

MBIE –Electricity Demand and Generation Scenarios

https://www.mbie.govt.nz/building-and-energy/energy-and-natural-resources/energy-statistics-and-

modelling/energy-modelling/electricity-demand-and-generation-scenarios/

NZ Initiative –Switched On

https://nzinitiative.org.nz/reports-and-media/reports/switched-on-achieving-a-green-affordable-and-reliable-

energy-future/

APPENDIX

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

---

ENERGY FREEDOM.
2019 ANNUAL REPORT // MERCURY NZ LIMITED

ENERGY FREEDOM.

2019 ANNUAL REPORT // MERCURY NZ LIMITED

Energy Freedom for all New Zealanders is our
mission. It’s about New Zealand being stronger

economically and more sustainable through

better use of homegrown, renewable energy.

OUR MISSION:

ENERGY

FREEDOM.

Tilt Renewables’ Tararua Wind Farm

2 // 3

Tilt Renewables’ Tararua Wind Farm
OUR ANNUAL REPORT 2019

STATEMENT FROM THE DIRECTORS
The directors are pleased to present Mercury NZ Limited’s Annual

Report and Financial Statements for the year ended 30 June 2019.

The Auditor-General is required to be the company’s auditor, and has

appointed Lloyd Bunyan 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 significantly affected or may significantly

affect the operations of the company. This Annual Report is dated

20 August 2019 and is signed on behalf of the Board by:

02 OUR MISSION

04HOW WE DID THIS YEAR

06WHO WE ARE

08HOW WE CREATE VALUE

10CHAIR'S UPDATE

16CHIEF EXECUTIVE'S UPDATE

22WHAT MAT T ER S M OS T

24- OUR FIVE PILLARS

26- OUR STRATEGIC GOALS

28OUR STORIES

30- CUSTOMER

34- PARTNERSHIPS

38- KAITIAKITANGA + OUR CARBON PROFILE

46- PEOPLE

50- COMMERCIAL

54OUR FINANCIALS

56- FINANCIAL COMMENTARY

60 - FINANCIAL TRACK RECORD

61 - INDEPENDENT AUDITOR’S REPORT

64 - FINANCIAL STATEMENTS

94YOUR DIRECTORS

95YOUR EXECUTIVE TEAM

96INTEGRATED REPORTING

98SUSTAINABILITY INDICES

102 GOVERNANCE AT MERCURY

110 - REMUNERATION REPORT

116 - DISCLOSURES

124 INFORMATION FOR SHAREHOLDERS

125 DIRECTORY

HOW WE DID

THIS YEAR.

OPERATING EXPENDITURE

FLAT FOR THE 6TH STRAIGHT YEAR

ON A LIKE-FOR-LIKE BASIS

$199M

OPERATING EARNINGS (EBITDAF)

REFLECTING LOWER HYDRO

GENERATION AND LOWER METRIX

EARNINGS DUE TO SALE

FY2018 $566M

$505M

p

RECORD PROFIT (NPAT)

REFLECTING GAIN ON SALE OF METRIX

AND LOWER INTEREST COSTS

FY2018 $234M

$357M

o

TOTAL FULLY-IMPUTED

ORDINARY DIVIDEND

FY2018 15.1 CPS

15.5CPS

o

JOAN WITHERS // CHAIRKEITH SMITH // DIRECTOR

4 // 5

TURITEA WIND FARM
INVESTMENT COMMITMENT

$256M

PROCEEDS FROM THE

SALE OF METRIX

$272M

MERCURY BRAND CUSTOMERS

SWITCHING RETAILER WITHOUT

MOVING HOUSE

F Y2018 6.4%

7. 4%

MERCURY CUSTOMERS

RATING AS ‘HIGHLY SATISFIED’:

12 MONTH ROLLING AVERAGE

FY2018 62%

64%

HIGH SEVERITY

HEALTH AND SAFETY

INCIDENTS

ZERO

TOTAL GENERATION

F Y 2018 7,70 4 GWh

6,902GWh

OUR ANNUAL REPORT 2019

WHO
WE ARE.

OUR PURPOSE IS TO

INSPIRE NEW ZEALANDERS

TO ENJOY ENERGY IN MORE

WONDERFUL WAYS.

R&D CENTREWIND FARM

HYDRO S TATIONS

GEOTHERMAL STATIONS

+ Not 100% owned by Mercury.(under construction)

KARĀPIRO

ARAPUNI

WAIPĀPA

MARAETAI

I AND II

WHAKAMARU

MŌKAI

+

ŌHAKURI

ĀTIAMURI

KAWERAU

ARATIATIA

NGĀTAMARIKI

NGĀ AWA

PŪRUA

+

LAKE TAUPŌ

ROTOKAWA

AUCKLAND

TURITEA

SOLAR

6 // 7

775
PERMANENT

EMPLOYEES

315 females

460 males

482 in Auckland

107 in Hamilton

25 in Ta u p ō

60 in Rotorua

101 in rest of New Zealand

WHO

WE ARE.

2019

MARKET SHARE

14% physical sales

17% generation

88

EVs IN OUR FLEET

74% of our fleet is electric

3,615 solar customers

825 customers on EV package

44%

DECREASE

in the carbon intensity

of our electricity generated

since FY2015

14

POWER STATIONS*

4,006GWh of hydro generation

2,896GWh of geothermal

generation

373K

CUSTOMERS

325,565 residential

44,527 commercial

2,182 industrial

561 spot

* Two are partnerships with Māori land trusts

16

PARTNERSHIPS

2 geothermal joint ventures

4 formal iwi partnerships*

10 community and

commercial partnerships

OUR ANNUAL REPORT 2019

HOW WE CREATE VALUE.
+

PORTFOLIO

MANAGEMENT

+

HIGH

PERFORMANCE

TEAMS

+

INNOVATION AND

THOUGHT LEADERSHIP

FOR NEW ZEALAND

ENERGY

CUSTOMER

Those who choose us.

INPUTS

VALUE

CREATION

OUTCOMES

PARTNERSHIPS

Relationships with individuals,

groups, institutions and

businesses important to us.

PARTNERSHIPS

Key relationships built on mutual

understanding and support,

leading to both social and

economic benefits.

CUSTOMER

Highly satisfied and loyal customers.

8 // 9

+
RELATIONSHIP

MANAGEMENT

+

HEALTH AND SAFETY

MANAGEMENT

+

CAPITAL

MANAGEMENT

FREEDOM

KAITIAKITANGA

The natural resources and assets we

need to run our business.

PEOPLE

A motivated, capable and

inclusive workforce.

COMMERCIAL

The capital we have, the investments

made in our business and the

dynamic market we operate in.

KAITIAKITANGA

Natural resources available through

sustainable management.

Assets fit for now and the future to

support New Zealand's energy needs.

PEOPLE

A place to work where our people

are engaged, safe and well and have

the capability to meet our current

and future needs.

COMMERCIAL

Sustainable and growing returns to

our owners.

OUR ANNUAL REPORT 2019

It is my pleasure to report to you, our owners,
on Mercury’s results for the financial year ended

30 June 2019 (FY2019).

This is my final Annual Report as Chair.

As signalled at our 2016 Annual Shareholders'

Meeting, and again last year, I have chosen to

step down from the Board after a decade in this

role. It has been an honour to serve you, and to

represent Mercury’s interests over this time.

As this report outlines, and as reflected in

our returns to shareholders, Mercury is in a

strong position. Our underlying performance,

our achievements in managing unfavourable

hydrology during the financial year and the

bold and carefully considered moves we have

executed are all indicators that the company is

in good heart and positioned well for growth in

a dynamic market.

STRONG

MOMENTUM.

JOAN WITHERS // CHAIR

Chair’s Update.

10 // 11

THIS IS MY FINAL ANNUAL
REPORT AS CHAIR... IT HAS

BEEN AN HONOUR TO SERVE

YOU, AND TO REPRESENT

MERCURY’S INTERESTS.

OUR ANNUAL REPORT 2019

OUR RETURNS:
FINAL ORDINARY DIVIDEND

9.3 CENTS PER SHARE,

FULLY IMPUTED


FULL YEAR ORDINARY

DIVIDEND 15.5 CENTS PER

SHARE (FY2018 15.1 CPS)


FINAL DIVIDEND TO BE PAID

30 SEPTEMBER 2019

Total shareholder returns (TSR) of 42.5% included

significant share price appreciation, which valued the

company at $6.3 billion at financial year end, compared

with $4.6 billion at the same time last year.

Our FY2019 dividend of 15.5 cents per share (cps),

fully imputed, makes this the 11th year of ordinary

dividend growth.

The momentum we are enjoying, assisted by the market’s

bias to sustainable yield, is supported by the clarity of our

strategy and Mercury’s track record of executing well on

what we say we will do. That position informs guidance for

a continuation of the trend through FY2020, and beyond.

What Mercury commits to and what we execute on

is guided by what we agree, as a Board and executive

leadership, is most important to the balanced interests

of all our stakeholders.

This integrated perspective is outlined within this report.

Fundamental to the Board’s assessment of priorities is

understanding risk and opportunity and determining

how best we can add value across the pillars of our

business: customer, partnerships, kaitiakitanga, people

and commercial.

Management and your Board have agreed three-year

targets across the pillars of our business. These are linked

to key performance indicators to measure our success

and progress. They connect to our overarching mission

and purpose and they will guide Mercury towards our

10-year goals.

This structure is outlined on pages 26-27 of this report.

Your Board regularly considers whether our composition

is fit for purpose and as Chair, my responsibility has been

to ensure that the skills and experience that sit around the

table are brought to bear in exercising our responsibilities.

Our ongoing focus has been to ensure we have true

diversity of thought around the Board table. We include our

Board skill matrix and state our goals in that area in this

report’s Governance section on pages 104-106.

In relation to individual director remuneration, again there

will be no recommendation for any increases taken to our

Annual Shareholders’ Meeting this year, as we have been

informed by the Government, as 51% shareholder, that

Shareholding Ministers would not support any increases

during this term of Parliament.

Succession planning has been an ongoing focus during

my tenure so I am delighted with the confirmation that

Prue Flacks will replace me as Chair at this year’s Annual

Shareholders’ Meeting. Prue has been on the Mercury

Board since 2010 and has been an outstanding contributor.

She chaired the Due Diligence Committee at the time of

our Initial Public Offering (IPO) in 2013 and has in recent

years chaired the People and Performance Committee.

Her previous professional experience as a leading

commercial lawyer has been invaluable to the company.

With the support of existing Board members, who all have

significant governance experience, I am confident that the

future of Mercury is in good hands.

We have our regular independently-facilitated Board

performance review underway currently and will receive

the results of that early in the new financial year.

OUR FY2019 DIVIDEND OF 15.5 CENTS

PER SHARE MAKES THIS THE 11TH YEAR

OF ORDINARY DIVIDEND GROWTH.

12 // 13CHAIR’S UPDATE

42.5%
TOTAL SHAREHOLDER

RETURN (TSR)

ACROSS FY2019

$211M

TOTAL ORDINARY

DIVIDENDS

DECLARED TO

SHAREHOLDERS

...I AM CONFIDENT

THE FUTURE OF

MERCURY IS IN

GOOD HANDS.

OUR ANNUAL REPORT 2019

My leaving the Board also provides an opportunity to
introduce new skills and ideas, which I believe is imperative

for a company’s sustainability and success. We expect

to announce the appointment of a new director early

in FY2020.

In terms of capital management, we concluded a

successful placement for $300 million of subordinated

capital bonds, allocated to New Zealand retail and

institutional investors. The interest rate was struck at 3.60%

per annum, with bonds issued on 11 July 2019. This has

enabled Mercury to redeem our existing subordinated

capital bonds.

The Board considers carefully the capital structure of

the company and works hard to balance appropriately

our requirements for 'stay-in-business' and maintenance

capital, investing in value-enhancing growth opportunities

and ensuring surplus capital is returned to

shareholders effectively.

Our capital management initiatives support Mercury’s

investment-grade credit rating (BBB+), which was

reaffirmed by Standard & Poor's (S&P) Global Ratings in

December 2018. Mercury’s strategy of pursuing growth

opportunities is important for securing our ultra-long-term

success and also for New Zealand.

As a board, we understand there is an alternative option

to focus predominantly on yield but we believe, on behalf

of our owners, that the appropriate strategy for Mercury

at this time is to be an active part of New Zealand’s need

for increased renewable energy output and continue to

reinvest in plant and systems across our entire business.

This will support a growing economy overall, while helping

to meet the imperative of reducing carbon emissions and

supporting New Zealand’s energy security.

A considered approach to growth through renewable

energy generation will also strengthen Mercury’s ability

to enhance the value of your capital into the future.

With that focus, it has been a big year again for Mercury.

Through the period, we advanced our relationship with

Tilt Renewables Ltd (NZX:TLT), and Fraser Whineray has

been appointed a director of Tilt Renewables’ board.

That followed our purchase of a 19.99% shareholding

in Tilt Renewables announced in May 2018.

During FY2019, Mercury partnered with Tilt Renewables’

majority owner, Infratil Ltd (NZX:IFT) for an offer to take

over the remaining shares in Tilt Renewables. While

acceptances fell short of allowing a full takeover, we have

benefited from strength in Tilt Renewables’ share price

and our share of its own renewable energy growth path.

The value of our stake at 30 June 2019 was 18% above our

total investment.

Mercury concluded the sale of the Metrix smart-metering

business at the beginning of March 2019 for a cash

consideration of $272 million. After previously exploring

smart-metering opportunities in Australia, the decision to

sell Metrix released capital and resources for other growth

opportunities and helped simplify the company's business.

Mercury confirmed a $75 million investment in securing

and enhancing the operating future of the Karāpiro hydro

station. This is part of our multi-year programme of work

demonstrating guardianship of New Zealand’s Waikato

hydro system.

MERCURY’S STRATEGY

OF PURSUING GROWTH

OPPORTUNITIES IS IMPORTANT

FOR SECURING OUR ULTRA-

LONG-TERM SUCCESS AND

ALSO FOR NEW ZEALAND.

GUIDANCE:

FORECAST FY2020

GENERATION 6,620GWh


FY2020 ORDINARY DIVIDEND

15.8 CENTS PER SHARE

(INCREASE OF 2%)


FY2020 STAY-IN-BUSINESS

CAPITAL EXPENDITURE

$105 MILLION

^ Based on catchment inflows and generation at 20 August 2019

14 // 15CHAIR’S UPDATE

YOUR BOARD ALSO APPROVED THE DECISION
TO CONSTRUCT OUR FIRST WIND FARM, AT

TURITEA NEAR PALMERSTON NORTH, WITH A

COST ESTIMATE OF $256 MILLION. THE DECISION

TO PROCEED AT TURITEA WAS MORE THAN A

DECADE IN THE MAKING.

Your Board also approved the decision to construct our first

wind farm, at Turitea near Palmerston North, with a cost

estimate of $256 million. The decision to proceed at Turitea

was more than a decade in the making.

The resource consents for Turitea were granted in 2011 and

we have involved landowners and other stakeholders in

regular meetings since then. Our objective is to build strong

and enduring relationships as we deploy resources to create

a new renewable generation asset to add to our existing

portfolio of geothermal, solar and hydro.

We tell some of the Turitea story through the partnership

lens later in this report (pp 34-37).

Reflecting once more that this is my last Annual Report

Update as Chair, I acknowledge the wonderful support and

contribution of all my Board colleagues throughout

my tenure.

To you, our owners, I have appreciated your support as well.

I look forward to connecting with those who can make it in

person to our Annual Shareholders’ Meeting which will be

held on 27 September. This year it will be held at Eden Park,

in Auckland.

I sincerely thank Mercury’s Chief Executive Fraser Whineray.

The relationship between a Chair and Chief Executive

is a critical one and I am personally delighted that I am

leaving the company in great hands at both executive and

governance level. It has been a privilege to work with Fraser

and his executive and leadership group, and I thank all of

Mercury’s dedicated people for executing so well on

our strategy.

Finally, I gratefully acknowledge the customers, partners

and other stakeholders who continue as strong advocates

for Mercury, as I will be, into the future.

CURIOUS ABOUT

WIND ENERGY?

Please visit www.mercury.co.nz/wind

JOAN WITHERS // CHAIR

OUR ANNUAL REPORT 2019

PERFORMANCE
ACROSS OUR CORE

BUSINESS PROVIDES

THE FOUNDATION

FOR US TO PURSUE

GROWTH.

16 // 17

WORKING
FOR

GROWTH.

FRASER WHINERAY // CHIEF EXECUTIVE

Chief Executive’s Update.

In last year’s Annual Report I noted “It rained

– a lot.” In contrast, this year the Waikato

catchment received extremely low (second

percentile) inflows from September 2018 to

late May 2019. This sustained dry sequence

coincided with a serious strain on the country’s

thermal generation, record annual spot prices,

and very poor liquidity in New Zealand’s over-

the-counter and electricity futures markets.

Despite these challenging conditions, Mercury

delivered a strong performance. In these

circumstances, this year was even more

satisfying than our record result for FY2018.

Performance across our core business provides

the foundation for us to pursue growth.

Long-term sustainable growth is essential

to support our now 11-year track record of

increasing ordinary dividends to our owners,

and to provide enduring opportunities for our

people, customers and partners.

OUR ANNUAL REPORT 2019

POWER FOR CHANGE
Consumers have power in their hands. The choice,

technology and service available to meet their stationary

and mobile energy needs continues to expand. That the

consumer will benefit from this competition is a given, and

we welcome the challenge to continuously improve our

performance against our goal of becoming New Zealand’s

leading energy brand.

Mercury anticipates long-term demand growth as

renewable electricity’s value is increasingly unlocked

through technology in applications such as transport, and

as consumers embrace cheaper, locally produced and low-

carbon products.

We will continue to explore inspiring ways to encourage the

transition to electrified transport for the long-term benefit

of the country as well as our owners.

Our Mercury Drive 'EV-by-subscription' initiative and

our e.bike and e.scooter promotions are examples of

contributing to this momentum.

Our customers continue to have a strong affinity with

our brand. Sixty-four percent reflect high levels of

satisfaction (62% FY2018). For FY2020, our attention

will continue to be on inspiring, rewarding and making

things easy for our customers: growing deeper customer

relationships that deliver long-term value, rather than

chasing growth in customer numbers at any cost,

particularly given wholesale market dynamics.

A major investment in IT infrastructure, SAP Commerce

Cloud, was implemented this year to make it easier for our

customers to interact with us digitally. The roll-out of this

platform across our customer base will continue through

210,000

ELECTRIC

CARS CAN BE

POWERED BY

THE ENERGY

PRODUCED AT

OUR TURITEA

WIND FARM.

FY2020. This has already improved the experience of

customers’ online engagement through My Account.

Our IT infrastructure will allow new product configurations

and price options to be chosen online by customers, giving

them an easier, more streamlined experience and reducing

the time to serve and set up new business.

WORKING BETTER TOGETHER

Building High Performance Teams continues to be a

focus. This financial year, our people in Auckland moved

from three separate premises into one office location in

Newmarket. This investment means that Mercury remains

competitive for retaining, developing and attracting people,

and having them work together in High Performance

Teams. We have also reworked our office space at the

Maraetai hydro power station, to facilitate greater teamwork,

with very pleasing results.

A new and detailed employee survey this year has provided

a new employee engagement baseline of 66%. We will

report against this measure in future years.

MERCURY’S INTERACTIVE

BRAND SHOWCASE AT OUR

OFFICES IN NEWMARKET,

AUCKLAND, HIGHLIGHTS

‘ENERGY MADE WONDERFUL’.

OPEN TO THE PUBLIC, YOU’RE

WELCOME TO COME CHECK IT

OUT IF YOU’RE IN AUCKLAND.

18 // 19CHIEF EXECUTIVE’S UPDATE

GENERATION
Making the most of the challenging hand dealt by

Waikato catchment inflows and elevated spot pricing

required a very strong performance from our generation

and wholesale markets teams in FY2019. Mercury’s people

optimised for the weather and market conditions, and our

teams in geothermal (the only renewable energy source

that is not weather dependent) worked well to maintain

high geothermal availability of 98% under these

dynamic conditions.

In the decade to 2015, renewable geothermal generation

growth from New Zealand’s electricity sector, including

Mercury, underpinned what is perhaps the country’s

greatest green-economic transition of the century

to date. Renewable geothermal electricity generation is

now the second largest contributor to New Zealand’s total

electricity generation.

For Mercury directly, and through our valued long-term

partnerships with Māori land trusts, our renewable

geothermal output continues to be a source of wonderful

energy. Our geothermal output was 2,896GWh in FY2019

compared with 2,757GWh in FY2018.

Mercury’s ongoing maintenance and efficiency programme

across geothermal stations (more than $200 million

over the next five years), alongside the huge, long-run

reinvestment programme for the Waikato hydro system, is

a direct illustration of how we apply our understanding of

kaitiakitanga over assets that are essential for New Zealand

and New Zealanders.

FANS OF WIND

This year we committed to the construction of

a new wind farm at Turitea, east of Palmerston North.

This significant investment, together with our shareholding

in Tilt Renewables, means Mercury is the only

New Zealand energy company with the 'awesome

foursome' of renewable energy in our portfolio (wind,

geothermal, solar and hydro).

The Turitea investment has been very patiently pursued

since Mercury won the rights from Palmerston North City

Council in 2005, followed by consenting in 2011. Again,

long timeframes and substantial investment of capital and

highly skilled people are required to develop, maintain and

ultimately execute wind development.

The potential for new wind generation to be the major

contributor to growth of New Zealand’s renewable energy

assets has been highlighted by the International Energy

Agency, the Productivity Commission and the Interim

Climate Change Committee.

We are well positioned to grow our wind portfolio through

the multiple wind consents we hold in the Manawatu, as

well as through our shareholding in Tilt Renewables, which

has signalled its own wind energy development and re-

powering activity in New Zealand.

...MERCURY IS THE ONLY

NEW ZEALAND ENERGY

COMPANY WITH THE

'AWESOME FOURSOME' OF

RENEWABLE ENERGY...

5,000 RIDES

ON MERCURY E.BIKES

250,324KM

DRIVEN BY MERCURY

DRIVE CUSTOMERS

GEOTHERMALSOLARWINDHYDRO

OUR ANNUAL REPORT 2019

1. New Zealand Productivity Commission (2018).
Low-emissions economy: Final report.

Available from www.productivity.govt.nz/low-emissions

2. Accelerated Electrification p.51, Interim Climate Change

Committee (2019) www.iccc.mfe.govt.nz

The New Zealand Productivity Commission's report, 'Low

Emissions Economy'

1

, reviewed scenarios that forecast

New Zealand's electricity demand increasing from the

current 40TWh to 60TWh per annum by 2050. That's an

expansion equivalent to over 40 Turitea (northern zone)

wind farms over 30 years.


Furthermore, thermal plant

that does not provide specific capacity peaking or energy

firming capability will struggle to find a business case

for refurbishment and likely retire within this timeframe,

requiring additional renewable development in its place.

2


OUR RENEWABLE

ADVANTAGE AS A NATION

The way New Zealanders talk about our renewable

advantage has changed. There is much wider

understanding that our country's electricity system is

world-leading on the three essential measures of reliability,

sustainability and affordability.

This is important because if we are to continue to make

investments like Turitea, estimated at $256 million, with

payback periods spanning more than eight election cycles,

our investors, which include all New Zealanders, need to

have confidence that the rules supporting that investment

will have a high degree of predictability. As long as politics

continues to be strongly influenced by polling, which cannot

fully capture long-term infrastructure considerations, this

represents a risk.

To offset this risk, a strong retail performance is essential.

It is why the benefits of electric vehicles (EVs), such as fuel

at the equivalent of 30 cents per litre, must be promoted

at every opportunity. It is why national energy freedom

from high-carbon, high-price fuel imports must be

advanced. And it is why governments need to avoid the

political temptation to respond to narrow agendas that

have dangerously weakened functioning and progressive

electricity markets in Australia and the United Kingdom.

This industry has plenty to do to improve, including

avoiding narrow and/or short-term agendas itself. Shared

areas for focus are: efficiency and productivity; safety and

sustainability; and understanding and meeting customer

needs. It needs to get on with these things and constantly

demonstrate and communicate that progression.

FY2020 ACTIVITIES:

ADVANCE CONSTRUCTION OF THE

TURITEA WIND FARM


CUSTOMER FOCUS ON VALUE AS WE

MANAGE OUR POSITIONS IN ELEVATED

AND VOLATILE WHOLESALE MARKETS


COMPLETE THE HYDRO

REFURBISHMENTS AT WHAKAMARU

AND ARATIATIA AND ADVANCE THE

KARĀPIRO REFURBISHMENT


COMPLETE DETAILED WORKFORCE

PLANNING AS WE MOVE FURTHER

INTO THE DIGITAL AGE

20 // 21CHIEF EXECUTIVE’S UPDATE

Q2
Q4

Q1

Q3

QUARTER-

BY-QUARTER

ACTIVITIES.

• Mercury Drive (EV subscription service) pilot launched –

and heavily over-subscribed

• New Zealand’s first grid-scale battery storage facility

launched at our R&D Centre

• 5 gold stars from Canstar Blue, plus top spot in their

natural gas customer satisfaction rating

• Sale of Metrix smart-metering business for

$272m announced

• Kawerau station celebrated 10 years of generating

renewable geothermal energy – and smashed their

records for production in October

• Gifted solar panels and an energy storage battery to

Ngāi Tahu Tourism's National Kiwi Hatchery Aotearoa

• $75m reinvestment in Karāpiro power station announced

(completion FY2024)

• Construction of $256m Turitea wind farm announced

(completion FY2021)

• Auckland teams move into a single location at

33 Broadway, Newmarket

• Rated by the Carbon Disclosure Project among NZ’s top

10 companies for reducing our environmental impact

• Partnered with the University of Auckland’s Faculty of

Engineering to support them in increasing first-year

female undergraduate enrolments to at least

33% by 2020

• Awarded Employer of the Year, Newmarket Business

Awards 2019

• Innovations to our online platform to make it easier for

customers to join us and stay with us on moving house

• Congratulated 11 more Mercury graduates of the NZQA-

accredited New Zealand Certificate in Contact Centres

• Partnered with the Electricity Retailers’ Association of

New Zealand on the EnergyMate initiative, a free in-home

energy coaching service to help families at highest risk of

energy hardship

• Offer of $300m subordinated capital bonds

ACKNOWLEDGING OUR CHAIR

As has been announced, this Annual Report is the last

with Joan Withers as Chair of our Board after a decade

in the role. On behalf of our people and our partners,

I acknowledge Joan’s very significant contribution to all

that Mercury is today.

With Joan as Chair, Mercury has advanced our growth

in renewable energy. Joan presided over the listing of

Mighty River Power on the New Zealand and Australian

Stock Exchanges in 2013 and was a great support through

the consolidation of the Mighty River Power and Mercury

Energy brands under the refreshed Mercury banner in 2016.

The establishment of our strong platform and clear

strategy for growth is part of the legacy Joan will leave us.

Joan will hand over the Chair’s responsibilities to Prue

Flacks at the conclusion of our Annual Shareholders’

Meeting on 27 September. I look forward to working

with Prue to further advance Mercury on our mission.

LAST SHOUT-OUT

On behalf of Mercury’s executive, I acknowledge the mahi

nui (strong work) of our people, the pono (loyalty) of our

customers, and the mana of our owners and our partners.

We will continue to work in your collective interests to

deliver long-term sustainable value. I thank you again for

being part of our story.

Together we are Mercury.

Energy made Wonderful.

Ngā mihi nui ki a koutou katoa.

FRASER WHINERAY // CHIEF EXECUTIVE

OUR ANNUAL REPORT 2019

WHAT
MATTERS

MOST.

22 // 23

WHAT
MATTERS

MOST.

OUR ANNUAL REPORT 2019OUR ANNUAL REPORT 2019

OUR FIVE PILLARS.
CUSTOMER

PARTNERSHIPS

KAITIAKITANGAPEOPLE

COMMERCIAL

24 // 25WHAT MATTERS MOST

2017
Incorporated more input from our

stakeholders into our view of what

matters most.

OVER THE PAST FOUR YEARS, WE HAVE...

Since 2015 we've been building the understanding across Mercury of how we create long-term

value. Integrated thinking enables better decision-making throughout our business and aligns

effort to improve our performance.

2016

Identified the key drivers of material

value creation (our pillars).

2018

Aligned how we measure the success

of Mercury and company-wide

planning with our pillars.

These strategic goals enable a co-ordinated

and integrated programme of activity

that acknowledges and is influenced by

the expectations of our key stakeholders.

It provides a common framework for

planning across the business.

KEY FEATURES OF

OUR PLAN ARE:

Long-term success – we have set out what

our view of success is for each of our pillars

in 2030, reflecting and communicating our

strategic intent.

Our plan maps the creation of value over the

short, medium and long term across each

of our pillars.

Mid-term goals – we have created three-year

goals to the end of FY2022. These are the

way-points that will help us assess how

we are tracking towards achieving our

long-term success.

2019

Taken the next step in our integrated

thinking by creating a plan that aligns our

operational activity with our strategic intent.

OUR ANNUAL REPORT 2019

OUR STRATEGIC GOALS.
CUSTOMERPARTNERSHIPSKAITIAKITANGAPEOPLECOMMERCIAL

LONG-TERM SUCCESS

BY 2030 WE WILL BE:

New Zealand’s leading energy brand.Recognised as a leader within

our industry, with our industry

recognised as a positive contributor

to New Zealand, and with Mercury’s

access to fuel enduring and

enhanced.

Recognised as a leader in the

ultra-long-term management of

both physical and natural assets.

A Zero Harm organisation that

has enabled our people to adapt

to the changing nature of work

to deliver the highest levels of

performance and productivity.

Leading our sector in terms

of financial performance and

shareholder returns, earning at

least our cost of capital.

MID-TERM GOALS

WE’RE ON TRACK

BY FY2022 IF:

We are inspiring, rewarding and

making it easy for customers in

our target segments.

There is bipartisan national, regional

and community support for positive

contributions from the renewable

electricity industry.

Existing relationships are maintained

and strengthened, and new

relationships are created, consistent

with our purpose and strategy.

We understand and are managing

the long-term sustainability of the

natural resources and assets that

we rely on.

We have enabled our people to

understand and respond to the

changing nature of work in order

to deliver the highest levels of

productivity and performance and are

viewed as an attractive place to work.

We are a Zero Harm organisation that

continues to focus on the physical

and mental wellbeing of all the people

who are important to our business.

We deliver EBITDAF growth and

maintain an appropriate average

for stay-in-business CAPEX

investment, while operating within

agreed risk parameters.

OUR FOCUS AREAS:

Brand

Loyalty

Experience

Industry & Research

Iwi

Government

Natural Resources

Climate Change

Assets

High Performance Teams

Safety & Wellbeing

Capability & Development

Operational Excellence

Generation Development

Sustainable Growth

26 // 27WHAT MATTERS MOST

CUSTOMERPARTNERSHIPSKAITIAKITANGAPEOPLECOMMERCIAL
LONG-TERM SUCCESS

BY 2030 WE WILL BE:

New Zealand’s leading energy brand.Recognised as a leader within

our industry, with our industry

recognised as a positive contributor

to New Zealand, and with Mercury’s

access to fuel enduring and

enhanced.

Recognised as a leader in the

ultra-long-term management of

both physical and natural assets.

A Zero Harm organisation that

has enabled our people to adapt

to the changing nature of work

to deliver the highest levels of

performance and productivity.

Leading our sector in terms

of financial performance and

shareholder returns, earning at

least our cost of capital.

MID-TERM GOALS

WE’RE ON TRACK

BY FY2022 IF:

We are inspiring, rewarding and

making it easy for customers in

our target segments.

There is bipartisan national, regional

and community support for positive

contributions from the renewable

electricity industry.

Existing relationships are maintained

and strengthened, and new

relationships are created, consistent

with our purpose and strategy.

We understand and are managing

the long-term sustainability of the

natural resources and assets that

we rely on.

We have enabled our people to

understand and respond to the

changing nature of work in order

to deliver the highest levels of

productivity and performance and are

viewed as an attractive place to work.

We are a Zero Harm organisation that

continues to focus on the physical

and mental wellbeing of all the people

who are important to our business.

We deliver EBITDAF growth and

maintain an appropriate average

for stay-in-business CAPEX

investment, while operating within

agreed risk parameters.

OUR FOCUS AREAS:

Brand

Loyalty

Experience

Industry & Research

Iwi

Government

Natural Resources

Climate Change

Assets

High Performance Teams

Safety & Wellbeing

Capability & Development

Operational Excellence

Generation Development

Sustainable Growth

OUR ANNUAL REPORT 2019

OUR
STORIES.

Tilt Renewables’ Tararua Wind Farm

28 // 29

OUR ANNUAL REPORT 2019

01. CUSTOMER
CONVERTING

HUMAN

ENERGY INTO

WONDERFUL

ENERGY.

Bex Rose knows wonderful. In 2017, the Deputy

Principal of Brookby School was awarded the

title of

Auckland's favourite teacher. Bex was

nominated by her pupil Miles Wilson, who doesn’t

like skipping school anymore because he’d miss

her too much.

The love is reciprocated with Bex saying: “The kids,

first and foremost, inspire me. They just bring light

to your life and keep you young and on your feet.”

As well as being a teacher, Bex has been a Mercury

customer for 15 years. During this time, she’s gone

from being a student, to young professional, to a

home-owner, wife and mother.

30 // 31

MERCURY
ON THE GO.

The freedom to manage your energy

is in your hands.

Download the Mercury Go app to

view your account balance, pay your

account, earn rewards, and enter

step challenges to keep active.

To download the app, visit the App

Store or Google Play.

I’M ALREADY QUITE

ACTIVE, SO IT’S NICE TO

EARN REWARDS AND GET

A COUPLE OF DOLLARS

HERE AND THERE FOR THE

POWER BILL.

OUR ANNUAL REPORT 2019

Bex has always been active and she’s always been open
to trying new things. It’s not surprising then that Bex was

one of the first to download and use our new mobile app,

Mercury Go.

Through the app, customers can track their daily usage and

pay their account. They can also earn rewards (including

Mercury Dollars) by completing fun challenges. Customers

can then use their Mercury Dollars to get money off their

bill or redeem them for Airpoints Dollars™.

There are currently three ways customers can earn Mercury

Dollars or win prizes through the app: by loading a profile

pic, completing step challenges, and getting friends to join

Mercury. And there’ll be more ways to earn coming soon.

“The app is great for seeing how much your next bill will be,

and for viewing your balance,” Bex said.

“And having the rewards is definitely an incentive to keep

active. I like the short, sharp bursts: a two-day challenge is

manageable for a lot of people to get that done and then

getting the incentive at the end makes it cool.

I LOVE THE

FREE POWER

DAYS; THEY'RE

AWESOME.

MERCURY BRAND CUSTOMERS

SWITCHING RETAILER WITHOUT

MOVING HOUSE

64%

CUSTOMERS

'HIGHLY SATISFIED'

4.4%

2017

6.4%

2018

7. 4 %

2019

32 // 33OUR PILLAR STORIES // CUSTOMER

1.2M
NUMBER OF APP

LAUNCHES

15,226

NUMBER OF MERCURY

DOLLARS REDEEMED FOR

AIRPOINTS DOLLARS

TM

“I’m already quite active, so it’s nice to earn rewards and

get a couple of dollars here and there for the power bill.

I run a boot camp for mums after school and I’ve been

encouraging them to download the app. It’s been great for

them because the challenges and rewards have motivated

them to move more, which is neat.”

Bex’s favourite rewards are the Free Power Days customers

can earn.

“I love the Free Power Days; they’re awesome. I use the dryer

on those days, which I don’t normally use. We do all the

sheets and all the things I’ve been putting off.”

The app has been downloaded by 57,000 customers since

its launch in August last year.

Almost 160,000 challenges have been accepted and

over 85,000 have been completed. We have given away

$157,000 in prizes, including Free Power Days, e.bikes,

e.scooters, a trip for two to Europe, and over $117,000

Mercury Dollars.

Head of Brand and Marketing Ben Harvey-Lovell says the

app was another way to bring Energy Freedom, and Energy

made Wonderful, to life for our customers.

“We wanted to make it easy for customers to manage

their account through the app, but we also wanted to

inspire them to interact with us more often through the

challenges.

“Our goal is to be the leading energy brand in New Zealand,

and to achieve that goal we need to design experiences

that customers love.

"The app is a way for us to get customers thinking about

Mercury when they’re doing fun things like exercise.

“Hearing about the joy the Rose family get from the app

and their Free Power Days is Energy Freedom in action, and

it’s why we do what we do,” says Ben.

86,533

FREE POWER DAYS

ENJOYED BY CUSTOMERS

OUR ANNUAL REPORT 2019

Andrew Day’s grandfather started farming
sheep and beef in the Tararua Ranges above

Palmerston North in 1929. Today, Andrew farms

this hill country and the rolling farmland further

to the east, in partnership with his parents.

“It’s quite exposed country,” Andrew says. “It’s

renowned for its wind but also for a reasonably

awful, wet climate.”

The Day family met Mercury more than 10 years

ago. After extensive initial negotiations to agree

access to his farm for wind turbines at Turitea,

as well as part of the transmission line for the

proposed Puketoi wind project, communication

between the family and Mercury was mostly

maintained through a regular annual function.

TURITEA WIND FARM,

PALMERSTON NORTH

A WONDERFUL

ALLIANCE.

TURITEA

WIND FARM

PAHIATUA

LINTON

SUBSTATION

r

PUKETOI WIND FARM

53 turbines consented

SOUTHERN

TURBINE ZONE

27 turbines

consented

PALMERSTON

NORTH

10 KM

National Grid

Committed 220kV

Transmission

Consented future

220kV Transmission

Turbine Zone

NORTHERN

TURBINE

ZONE

33 turbines

committed

34 // 35

02. PARTNERSHIPS

FIND OUT MORE
ABOUT OUR

WIND FARM BUILD.

Please visit mercury.co.nz/windupdates

OUR ANNUAL REPORT 2019

Andrew’s contact with Mercury has mostly been through
Property Manager Duncan Annandale. Duncan has been

responsible for building Mercury’s relationships with the

landowners for eight years. Over time, since the original

agreements were secured, it became clear that patience

would be necessary.

“Because of flat demand in the electricity market we had

to wait until the economics were right to build. There were

years of communicating with the landowners and updating

them on the status of the market so that they understood

why no activity was taking place,” says Duncan.

“The annual catch-ups with this group, and now continuing

with people associated with the future project at Puketoi,

are also times for us to find out about their lives and

families and what’s going on with them.

“As the years pass, it’s interesting to see the

intergenerational theme coming through as people retire

or younger family members take a more active role in their

farms and businesses. Family is important for these long-

term relationships.

“Now that we’ve made the decision to start building the

Turitea wind farm, my role extends to managing the next

stages of the contracts with the landowners, as well as

ensuring that their voices are heard as part of the design,

development and building phases.”

Duncan’s work with the landowners on the wind farm and

transmission sites has built trusted relationships over time.

“We’re a company, but we try to present a consistent, human

face,” he says.

WE'RE A COMPANY, BUT

WE TRY TO PRESENT A

CONSISTENT, HUMAN FACE.

125

M

HIGH FROM BASE

TO ROTOR TIP

470

GWh

GENERATION PER YEAR

Tilt Renewables’ Tararua Wind Farm

36 // 37OUR PILLAR STORIES // PARTNERSHIPS

BUILDING
RELATIONSHIPS

IN THE

COMMUNITY.

We’ve been talking with people in communities around

Turitea and Puketoi in the Manawatu for a long time.

Mercury’s wind strategy goes back over 15 years (since 2004).

During this time, we have worked with Councils in the region,

contributing to their public planning processes to ensure

that consent pathways are supportive of renewable

energy policies.

Consents to build the Turitea wind farm were granted in

2011. One consent condition is to have a Community Liaison

Group, to share information around the construction and

operation of the wind farm and receive feedback.

PROVIDING RELEVANT

INFORMATION IN A

PROFESSIONAL WAY, SETTING

OUT WHAT IS ABOUT TO HAPPEN

AND INVITING FEEDBACK

AND DISCUSSION BUILDS

RELATIONSHIPS OF RESPECT

AND ACCOUNTABILITY.

Andrew confirms this: “I’ve had a reasonably long

relationship with Duncan, and what I value is that he’s

also had farming experience himself so he’s reasonably

conscious of how we operate and has an understanding

of our farming operation that I wouldn’t have typically

expected to find in an energy company.”

OF COURSE THERE’S

PERSONAL BENEFIT

TO OUR BUSINESS.

BUT MORE BROADLY,

AS A COUNTRY WE’VE

GOT TO GET OUT OF

CARBON INTENSIVE

ENERGY SOURCES.

Margaret Kouvelis, former Mayor of Manawatu District

Council, is the Independent Chair of the Community Liaison

Group. She says:

“So far, I have been impressed with the quality of the

information and the people presenting it, the willingness

of the company to be hospitable, available and open to

residents and the efforts at communicating the content

and timing of these meetings in order to minimise the

impact on the communities most affected.”

Through this group, Mercury connects with a range of

people in the community. We’ll be engaging further with

local iwi, looking for opportunities to work in partnership

there too. We’ve already been exploring how we can build

their capacity to support project outcomes. And Mercury

will continue to work closely with Councils to encourage

renewable electricity generation growth that is good for

New Zealand’s energy freedom and that also contributes

significantly to regional development.

For Duncan, what he likes best about the job is providing an

opportunity to add value to rural properties.

“A rural property that happens to have hills or ranges which

catch wind at the top becomes a site where you can put

turbines, and the landowner can profit from that on top

of their ongoing farming operation. It diversifies the farm

income and that’s what I enjoy seeing happen.”

New Zealand’s electricity supply is already more than 80%

renewable. The initial phase of the Turitea wind farm is just

one of the consented projects being built as the demand

for renewable electricity grows (including through the

accelerated electrification of transport and retirement of

thermal generation) and the country moves towards a

lower-carbon economy.

Andrew sees clear benefits from the wind farm beyond

his family farm. “Of course there’s personal benefit to our

business. But more broadly, as a country we’ve got to get

out of carbon intensive energy sources. Wind power, being

virtually carbon free, is something that we’ve got to push on

with around New Zealand.”

Mercury is intent on advancing renewable energy

generation through wind power as part of our strategy for

growth and our mission of Energy Freedom.

OUR ANNUAL REPORT 2019

SOLAR GIVES
KIWI A BRIGHTER

FUTURE.

In June, a farmer found an injured kiwi, dazed

and confused on the side of a rural road near

Whakatāne. The kiwi had been hit by a car.

His first bit of luck was being taken by the

farmer to a local vet. Once the extent of his

injuries was identified, his second bit of good

fortune was being transferred to Ngāi Tahu

Tourism’s National Kiwi Hatchery Aotearoa in

Rotorua where a dedicated kiwi hospital had

just opened. He was its first patient.

Kiwi are a unique part of New Zealand’s

biodiversity and an important taonga

(treasure). Once abundant, there are now

only around 68,000 of our beloved national

birds left. Today their status is often used as a

barometer of how our environment is coping

with the challenges being thrown at it.

03. KAITIAKITANGA

38 // 39

WE WANT TO INSPIRE
NEW ZEALANDERS TO

ENJOY ENERGY IN MORE

WONDERFUL WAYS – AND

WHAT’S MORE WONDERFUL

THAN ENSURING THE

SURVIVAL OF OUR BELOVED

NATIONAL ICON?

WATCH AND LEARN

ABOUT HOW MERCURY

HELPS NGĀI TAHU

TOURISM’S NATIONAL

KIWI HATCH ERY.

Please visit www.mercury.co.nz/kiwihatchery

OUR ANNUAL REPORT 2019

THE NEW HOSPITAL IS A
'FANTASTIC ADDITION' AND

WILL HAVE A DIRECT IMPACT

ON KIWI POPULATIONS.

Ninety-five percent of kiwi chicks born in the wild die before they

reach breeding age (three years old), according to the Department

of Conservation. This is due to non-native predators such as stoats

and the impact of humans.

Our five kiwi species range from recovering to critically endangered

and they need our help to survive. That’s why individuals,

community groups, iwi and conservation agencies are working

hard to ensure the birds are given a chance to survive and thrive in

their natural habitat.

The National Kiwi Hatchery is a leader in this work, which includes

kiwi husbandry, egg incubation systems, hatching techniques and

chick rearing. As the hatchery is a Mercury customer, our Head

of Mass Market Segments, Mohammed (Mo) Abbas, visited the

facilities. While there, he noticed there wasn’t a back-up electricity

supply to incubators. Mo knew it was important to keep the

precious eggs warm in the event of any power outage, and that

there was expertise we could share.

Working with the hatchery, Mercury developed a solar electricity

supply package coupled with a Tesla battery. The solution reduces

running costs for the hatchery while ensuring security of electricity

supply. This proved its value this year when power had to be

disconnected for maintenance and the incubators ran off battery

power for 15 hours.

“We want to inspire New Zealanders to enjoy energy in more

wonderful ways – and what’s more wonderful than ensuring

the survival of our beloved national icon?” Mo says.

“It’s everyone’s responsibility to fight for kiwi. Caring for them,

breeding them and raising them is an incredibly specialised job

and one we’re in awe of. By supporting the hatchery, Mercury can

help reverse some alarming statistics facing kiwi.”

40 // 41OUR PILLAR STORIES // KAITIAKITANGA

KOMANAWA THE KIWI
Komanawa was the first kiwi to be treated in

the National Kiwi Hatchery's new kiwi hospital.

After two weeks of treatment, Komanawa

was released back into the wild.

WEIGHT ON ARRIVAL: 1392G

WEIGHT AT RELEASE: 1457G

1923

CHICKS HATCHED SINCE THE

OPENING OF THE NATIONAL

KIWI HATCHERY

Every week, 20 kiwi die from factors such as cars, stoats and

dogs. By collecting eggs from the wild and hatching them at

the hatchery, the chicks have a 65% chance of reaching the

1kg milestone, the weight kiwi need to be to defend themselves

against most predators.

This year, Mercury donated a stand-alone building to the

hatchery for a new kiwi hospital. It is fitted with nine heated

areas to treat sick and injured kiwi, as well as to house health

chicks brought in from the wild.

Kiwi Husbandry Manager Emma Bean said the new hospital

was a “fantastic addition” and would have a direct impact on

kiwi populations.

That’s where our injured kiwi from Whakatāne ended up.

He was brought to the hatchery bruised, grazed and with

patches of feather loss. Luckily, an x-ray showed no bones

had been broken.

He was treated with anti-inflammatory medication and

precautionary antibiotics for five days, and hand-fed twice a

day “because he didn’t think much of the cooking,” Emma

says. He was released back into the forest after two weeks;

slightly heavier and with a new name, Komanawa, a reference

to a natural spring near where he was found.

The 2018/19 breeding season was successful for the hatchery

and our partnership, with 145 chicks being released into the

wild, up eight chicks on the previous year.

“That might not seem like a big difference, but literally every

bird we can reintroduce to the wild counts,” Emma says.

“They say it takes a village to raise a child – well it’s the same

for kiwi. There’s an awful lot of hard work and love that goes

into saving kiwi. It’s a huge project but amazing to be part of.”

Mercury feels the same.

145

CHICKS WERE RELEASED

INTO THE WILD IN FY2019

15

HRS

OF BACK-UP POWER

FROM SOLAR/BATTERY

INSTALLATION

OUR ANNUAL REPORT 2019

THE 2018/19 BREEDING SEASON
HAS BEEN SUCCESSFUL FOR THE

HATCHERY AND OUR PARTNERSHIP,

WITH 145 CHICKS BEING RELEASED

INTO THE WILD, UP EIGHT CHICKS

ON THE PREVIOUS YEAR.

42 // 43OUR PILLAR STORIES // KAITIAKITANGA

OUR ANNUAL REPORT 2019

An important kaitiakitanga role that we acknowledge
is our need to help the country reduce its greenhouse

gas (GHG) emissions and for us to take responsibility

for our own. Mercury is carbon positive, with our

carbon units exceeding the level of our emissions

(including those of our residential gas customers).

This was achieved through active participation in the

New Zealand Emissions Trading Scheme, the careful

measurement of our GHG emissions and long-term

partnerships with forest owners.

OUR CARBON

PROFILE.

• This year, an increase in our geothermal generation

resulted in a 6% increase in fugitive GHG emissions.

These occur naturally in the geothermal fluid and must

be removed prior to generating electricity.

• The gross emissions intensity of the electricity we

generate is 39kg CO

2

e/MWh. This is 60% lower than

the New Zealand grid average and a 44% decrease

since FY2015.

• As we build more wind generation the intensity of

emissions for our overall generated electricity may

further reduce.

20152016201720182019

E

m

i

s

s

i

o

n

s


i

n

t

e

n

s

i

t

y


t

o

nne

s


C

O

2

e

/GWh

Generation (GWh)

Generation (GWh)Emissions Intensity

0

10

20

30

40

50

60

70

80

5800

6000

6200

6400

6600

6800

7000

7200

7400

7600

7800

44 // 45OUR PILLAR STORIES // KAITIAKITANGA

Mercury has maintained a robust programme investing
in forestry units for the past nine years. This results in

us holding more carbon units than we require to offset

emissions we produce through our operations and activities.

Our total GHG footprint has decreased by 36% between

FY2015 and FY2019, influenced by the mothballing of

Mercury's Auckland thermal (gas) generation facility at

Southdown.

Emissions from our vehicle fleet have reduced since 2016

as a result of converting over 70% of our fleet to electric

vehicles (EVs) or plug-in hybrid vehicles (PHEVs).

Emissions associated with the electricity we purchase for

offices and other buildings account for less than 1% of our

total GHG footprint.

Mercury surrenders emissions units for all the energy

we provide, including the gas consumed by our dual-

fuel customers. We will continue to explore emissions

associated with our supply chain, using our supplier guiding

principles to engage in partnerships that can realise further

emission reductions.

Assessment of potential impacts of climate change on our

business is an ongoing focus.

Physical risks:

Using various climate change scenarios (from <1.5°C

to >3.0°C) across different time scales, we consider the

potential impacts on generation operations and generation

assets. This includes the impacts of changing rainfall

patterns and intensities as well as increasing average

temperatures. The results of ongoing modelling facilitate

the development of our climate change management plan

which will highlight requirements and further options for

mitigation and/or adaptation.

Regulatory risks:

There are potential financial and operational implications

and opportunities of New Zealand’s transition to a low-

carbon economy. Regulation such as the Zero Carbon Bill,

renewable energy targets, and a revised Emissions Trading

Scheme all have implications for Mercury. We remain

actively involved in assessing carbon prices, emissions

trading mechanisms and the implications of revised

regulations around carbon units.

Further information on our management of climate-related

risks can be found in the Corporate Governance Statement

on Mercury's website.

For an energy generator and retailer, with a mission of

Energy Freedom, climate change presents opportunities

to achieve additional commercial outcomes and promote

sustainable, low-emission lifestyles. Opportunities relevant

to Mercury include increased renewable energy generation

and the promotion, development and expansion of low-

emission goods and services.

MANAGING CLIMATE CHANGE RISK

AND OPPORTUNITIES.

-

500

1,000

1,500

2,000

2,500

Emissions (To

nne

s


C

O

2

e

/

'

000s)

Our carbon position FY2015 to FY2019

FY15FY16FY17FY18FY19

Direct emissions -

predominantly fugitive

emissions from

geothermal facilities

Scope 1

Scope 2

Indirect emissions -

from purchased

electricity used

in offices

Scope 3

Other indirect emissions -

99% downstream from

gas sales to dual fuel

customers

The number of carbon units

we hold, after surrendering

units relating to our

operations and activities

Net carbon position

CARBON POSITIVE


The forestry units we hold represent absorbtion of

more carbon than we contribute to the environment.

OUR ANNUAL REPORT 2019

BUILDING
BLOCKS FOR

SUCCESS.

2019 saw the long-anticipated move of 560

Mercury team members from three offices

across Auckland to one.

While the shift to 33 Broadway in Newmarket

looked like a building project on the surface,

the focus was not bricks and mortar; it was our

people and our customers.

04. PEOPLE

83%

OF OUR PEOPLE SAY THAT

OUR PHYSICAL WORKSPACE

IS ENJOYABLE TO WORK IN

84%

OF OUR PEOPLE SAY

THEIR TEAM DELIVERS

HIGH QUALITY RESULTS

46 // 47

BEING TOGETHER IN THE ONE
LOCATION ENABLES US TO CREATE

A BETTER CUSTOMER EXPERIENCE,

BECAUSE WE CAN COLLABORATE

MORE EFFECTIVELY AS HIGH

PERFORMANCE TEAMS DELIVERING

THE LEVEL OF SERVICE OUR

CUSTOMERS DESERVE.

MEET HUIA

Huia is one of Mercury’s wonderful

telesales representatives.

Huia returned to Mercury from

parental leave in late 2017. You

could say it was a different world

for her back then.

OUR ANNUAL REPORT 2019

THE NEW TECHNOLOGY
AND MORE SOURCES OF

KNOWLEDGE AVAILABLE GIVE

US THE CAPABILITY TO SOLVE

QUERIES MORE QUICKLY...

MEET HUIA COCKER

Telesales Representative Huia Cocker returned to Mercury

from parental leave in late 2017 – it was a different world for

her back then.

"When I returned to full-time work at Mercury, I was in a

small office near Mercury’s Greenlane site in Auckland," says

Huia. "While it was exciting to hear of the upcoming move

to Newmarket, as a working mum living out in Pukekohe my

mind went to the complexities of managing the change of

location, while still adjusting to life as a working parent."

Fortunately for Huia, our people and our customers were at

the core of the decision-making. The vision of the four-year

project was to give our Auckland teams the freedom to do

their best work together.

Newmarket was chosen because of its place as both a

transport hub (well served by rail and bus) and a social hub.

This vision also meant rolling out new streamlined technology

and introducing the High Performance Teams way of working

prior to the move – enabling people to collaborate and work

more effectively together. And it guided the interior design

decisions made with architects Warren and Mahoney, with

our customer teams at the centre of the building and an

openness that promoted flexibility, wellbeing, safety and

collaboration.

"I have loved the change," says Huia. "We were well prepared

for the move, which made such a difference to me for my

first time working in ‘the big smoke’. I haven’t looked back.

Being together in the one location enables us to create a

better customer experience, because we can collaborate

more effectively as High Performance Teams delivering the

86

%

OF OUR PEOPLE SAY THAT WE

ASK FOR HELP WHEN WE NEED IT

AND LEARN FROM EACH OTHER

80

%

OF OUR PEOPLE AGREE THAT

PEOPLE FROM ALL BACKGROUNDS

HAVE EQUAL OPPORTUNITIES TO

SUCCEED AT MERCURY

48 // 49OUR PILLAR STORIES // PEOPLE

level of service our customers deserve. The new technology
and more sources of knowledge available give us the

capability to solve queries more quickly, and from there,

better customer outcomes flow.

"In addition, Mercury’s inclusive culture has meant I haven’t

felt like a ‘fish out of water’; in fact, the people I now have

the opportunity to interact with every day are the number

one reason I love working at 33 Broadway so much.

I feel more engaged in the business and I can sense

the opportunities," says Huia.

Mercury's Workforce Strategy Manager Sarah Holt was

involved in the project from the start and is extremely

happy with the final product. "The building’s connectivity

gives us a competitive advantage," says Sarah. "It has

wonderful visual connectivity, with the atrium and

bridges at its heart, which enable chance meetings and

collaboration. The design also offers different spaces for

working. It's an equitable setting that supports the freedom

to choose a work space suitable for the task people need

to complete that day. Seamlessly integrated software tools

also enhance our ability to collaborate with each other and

deliver to our customers."

WELLBEING

Wellbeing is at the heart of our focus on

creating inclusive work environments where

our people can be themselves and do their

best work together.

EMPLOYEE SAFETY

TOTAL RECORDABLE INJURY

FREQUENCY RATE

1.05

0.87

0.72

2017

2018

2019

78%

OF OUR PEOPLE CONFIRM

THAT MERCURY IS VISIBLY

AND ACTIVELY INVOLVED

IN THE WELLBEING OF

ITS PEOPLE

81%

OF OUR PEOPLE

SAY THEY FEEL SAFE

AND SUPPORTED IN

THEIR TEAM

OUR ANNUAL REPORT 2019

‘WONDERFUL’
FLOWING WELL

INTO THE FUTURE.

KARĀPIRO REINVESTMENT

On the Waikato River just south of Cambridge it’s a

frosty morning that will turn into another sparkling

blue day. In the powerhouse below the Karāpiro

dam David Derecourt (Regional Manager Hydro

North) has been working with the huge machines

that harness energy and create electricity for all of

his working life.

05. COMMERCIAL

50 // 51

WATCH L AKE
KARĀPIRO'S DAILY

WATER LEVEL AND

OUTFLOW ONLINE.

Please visit www.mercury.co.nz/lakelevels

THIS HYDRO STATION HAS BEEN

RUNNING SINCE 1948, AND THIS

NEW INVESTMENT IS GIVING

HER ANOTHER 80 YEARS OF

CONTINUED SERVICE.

OUR ANNUAL REPORT 2019

The next six years are going to see $75 million reinvested
in this infrastructure, to build on its 71-year legacy and

secure its future. The refurbishment of the power station

machinery will make it more efficient and allow up to

17% more generation from the river’s flow. This will help

Mercury respond to market demand, providing power to the

lightbulbs and EVs of New Zealand homes and businesses.

And David is proud to be part of the project. “I would like

to think that everyone involved will be more than happy

to stand up with a sense of pride, and tell their family and

their mates at the sports club that ‘I was involved with that’,”

he says.

“I will be proud to say that this project was a success, we

had a fantastic team working on it, it was delivered well,

nobody was hurt and we should be good to go for the next

80 years.”

$75

M

INVESTMENT IN CORE

IMPROVEMENTS

AND MAINTENANCE

OF THIS KEY

GENERATION

INFRASTRUCTURE

I WILL BE PROUD TO SAY THAT THE PROJECT

WAS A SUCCESS, WE HAD A FANTASTIC TEAM

WORKING ON IT, IT WAS DELIVERED WELL,

NOBODY WAS HURT AND WE SHOULD BE

GOOD TO GO FOR THE NEXT 80 YEARS.

71

YEARS

SINCE THE POWER

S TAT IO N WA S

COMMISSIONED

Long-term, multi-generation thinking goes with the

territory. “This hydro station has been running since 1948,

and this new investment is giving her another 80 years of

continued service,” David explains. “These machines had a

mid-life refurb in the 1980s but indications are they are in

their twilight years now.”

At the time of this previous investment in the 1980s, the

teenage David was approximately 50km downstream,

attending Ngāruawāhia High School. “I was born in

Ngāruawāhia and the awa (river) was a big part of my life,”

he says. “In 1991, I fronted up as a fresh-faced electrical

apprentice in the Arapuni Area (Karāpiro, Arapuni and

Waipāpa hydro power stations).”

52 // 53OUR PILLAR STORIES // COMMERCIAL

* Output based on average since 2000. Average home = 7000kWh per year; average EV = 2200kWh per year.
Fast-forward nearly 30 years and David’s team looks after

the day-to-day running of the plant, with a huge number of

others behind them who “keep these generators running

and keep more of the ‘wonderful’ flowing”.

The Waikato River is New Zealand’s most important and

diverse water catchment. Mercury delivers around 10% of

New Zealand’s electricity from the fall of the water in this

river (an average of ~4,020GWh each year). And out of that,

Karāpiro station generates about 12% (511GWh annually* –

equivalent to the power used by 73,000 homes or 230,000

EVs*). Hydro electricity doesn’t really use water – water

passes through our power stations but remains in the

river, unaltered for other users and environmental benefits.

Only the gravity is used.

David’s favourite part of the job? “Knowing that I’ve been

entrusted to look after 70 to 80-year-old bits of kit,

enabling the people in the teams to support and maintain

that, and being involved in refreshing the future of those

assets to give them another 80 years. I’m giving back to

the ‘old girl’ that gave me my first job. If it wasn’t for these

power stations I wouldn’t be where I am today.”

The project will overhaul and in some cases replace the

turbines, generators and governor systems. In concurrent

work to future-proof the station, other items are also being

addressed due to either age-related issues (by-pass valves

and associated works) or legacy performance challenges

(hydro intake gates and operating mechanisms, stoplogs).

“We’re lifting the lid on every part of the station, with some

significant parts being replaced,” says David. “It’s going to

make life at the station interesting for the next six years.

Apart from some big trucks delivering some huge kit, this

project shouldn’t impact on local people at all, and the

additional people on site will create new opportunities for

value creation in the communities nearby.”

David is motivated by a view well beyond his time so far on

the river.

“I want to hand back these assets – the power station and

the awa – to those who walk in my footsteps, to receive it in

a better condition than I received it. These fantastic assets

have a long history and will forever have a long history.

They’ll be around long after I’ve gone – in 200 years plus,

they’ll still be around.”

WHAT’S THE OUTCOME OF

THIS PROJECT?

15% increase in peak capacity at the

station from this project – generating

more electricity from the water flow.

Future-proofing the station with plant

replacement and upgrades.

39 units and ancillary equipment being

refurbished across the Waikato Hydro

System’s nine hydro power stations during

this decades-long programme of work,

which started in 2011.

AND THE FULL PROGRAMME

OF WORK?

Whakamaru: 4 to 5-year on-site project finishing

mid 2020. Outcome: capacity gain from 25MW to

31 MW for each of the 4 units; increase in efficiency

and in asset reliability. Total cost ~$76m.

Aratiatia: 3 to 4-year on-site project finishing

mid 2020. Outcome: optimising station

performance for the available river flow and

increase in asset reliability. Total cost ~$49m.

OTHER CURRENT MAJOR

INFRASTRUCTURE INVESTMENT IN

THE WAIKATO HYDRO SYSTEM

8

YEARS’ WORK

2 YEARS’ PLANNING AND

5 YEARS’ ON-TOOLS WORK

2024

SCHEDULED FINISHING

DATE OF PROJECT

OUR ANNUAL REPORT 2019

LET’S GET
INTO THE

NUMBERS.

OUR FINANCIALS

54 // 55

LET’S GET
INTO THE

NUMBERS.

OUR ANNUAL REPORT 2019

$505M
OPERATING EARNINGS

(EBITDAF)

$357M

RECORD PROFIT

(UP $123 MILLION)

FINANCIAL

COMMENTARY.

Mercury produced a strong financial result during FY2019

under unusual weather and market conditions.

The financial year started with wet weather across the

Waikato catchment, but turned acutely dry from September

2018. Annual hydro generation was 4,006GWh, in line

with the company’s long-term average, albeit with around

200GWh reduction in Lake Taupō’s level over the year.

Annual geothermal generation set a record at 2,896GWh,

coinciding with record-high annual spot prices caused

by gas supply and thermal generation constraints from

October 2018. These generation constraints pushed

the generation-weighted average price earned above

$138/MWh for the year.

Mercury’s focus on customer value and loyalty resulted in

reduced acquisition activity, as elevated spot prices meant

retail margins were negative for all customer segments over

the year. The average price received for sales to residential

and small commercial customers was up two percent year-

on-year.

Mercury sold our smart-metering business, Metrix, in

February 2019 for $272 million, which has resulted in a

gain on sale of $177 million. The company committed

$256 million in March 2019 to build our first wind farm at

Turitea near Palmerston North, with commissioning from

Q2 FY2021.

15.5CPS

o

PER SHARE FULL YEAR

ORDINARY DIVIDEND

56 // 57FINANCIALS

600
620

640

660

680

700

720

740

20152016201720182019

$M

Financial Year

Energy Margin

440

460

480

500

520

540

560

580

20152016201720182019

$

M

Financial Year

Operating Earnings (EBITDAF)

OPERATING COSTS

The company continued our disciplined

approach to efficient and focussed activity.

Costs, normalised for the adoption of IFRS 15

and 16 and the sale of Metrix, remained flat for

the sixth year in a row.

Operating costs represent the company’s indirect

costs of sales, including salaries and wages,

maintenance costs and all other overheads.

190

195

200

205

210

215

220

20152016201720182019

$

M

Financial Year

Operating Costs

6TH YEAR

IN A ROW OPERATING

COSTS HELD FLAT

ENERGY MARGIN

Mercury’s energy margin of $667 million versus

$730 million in the prior year was achieved

with 800GWh, or 10%, less generation. Hydro

generation, while in line with the company’s

long-run average, was highest in the first quarter

of the year, prior to the sustained increase in spot

prices from October.

The company’s continued focus on customer

value and rewarding loyalty resulted in reduced

acquisition activity as retail margins contracted

with spot and futures energy costs lifting.

This continues to be reflected in our focus on

meeting our customer promises and providing

better customer-led digital experiences.

OTHER INCOME

Other net income of $37 million was down for

the year due to the sale of the company’s smart-

metering business, Metrix, on 28 February, with

only eight months of revenues reported. Other

income also includes proceeds from property

sales, insurance and dividends received from our

investment in Tilt Renewables.

OPERATING EARNINGS

(EBITDAF)

The company’s $505 million of EBITDAF fell on

the prior year’s record of $566 million, which

benefited from over 800GWh more generation

and a full year of Metrix ownership.

Note: Financial results for the periods ended 30 June 2017 and earlier have not been restated for new IFRS standards.

OUR ANNUAL REPORT 2019

0
20

40

60

80

100

120

140

20152016201720182019

$

M

Financial Year

Capital Expenditure

Stay-in-businessNew investment

0

50

100

150

200

20152016201720182019

$

M

Financial Year

Underlying Earnings After Tax

0

5

10

15

20

25

20152016201720182019

Cents per share

Financial Year

Dividends

InterimFinalSpecialBuyback

PROFIT FOR THE YEAR

The company’s record net profit after tax of

$357 million was up $123 million on the prior

year’s record. Mercury benefited from lower

interest costs as our historical out-of-the-money

hedges matured, and from the gain on sale of

our smart-metering business, Metrix. As with the

prior year, there were no impairments recorded.

CAPITAL STRUCTURE

AND DIVIDENDS

The company’s gearing level of 1.9x remains

in line with the strong 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 2018.

Mercury currently holds 39 million shares as

treasury stock and has available debt headroom

within our current facilities of $300 million

and cash and cash equivalents of $94 million.

This continues to provide balance sheet flexibility

for growth.

In line with our dividend policy, targeting a

pay-out ratio of 70% to 85% of Free Cash Flow

on average over time, a fully imputed 9.3 cents

per share final dividend has been declared. This

brings the full-year ordinary dividend to 15.5

cents per share, up from 15.1 cents per share in

FY2018, and marks our 11th consecutive year of

ordinary dividend growth. The final dividend will

be paid on 30 September 2019.

UNDERLYING EARNINGS

AF T ER TA X

Underlying earnings is provided to enable our

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 decreased by

$37 million to $161 million, reflecting the

company’s stronger EBITDAF performance in

FY2018 which was underpinned by the highest

North Island hydro inflows and total generation

in the company’s history.

11TH

CONSECUTIVE

YEAR OF ORDINARY

DIVIDEND GROWTH

$161M

UNDERLYING EARNINGS

AFTER TAX

58 // 59

FINANCIALS

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.

BALANCE SHEET

Total assets of the company increased by

$378 million in the financial year, largely due to

a $250 million upwards revaluation of Mercury’s

generation assets due to a lower cost of capital.

It is emphasised that this asset valuation is

completely unrelated to decisions on customer

pricing. Net debt at the end of the year fell to

$1,096 million compared to $1,264 million in

FY2018, primarily due to the sale of Metrix for

$272 million.

The market’s view of thermal generation

availability looking forward has reduced, with

electricity futures prices in FY2020 and FY2021

lifting accordingly to over $105/MWh. Mercury

is well positioned to take advantage of higher

forward prices and committed to build its

first wind farm at Turitea. This represents an

investment of $256 million in 33 V-112 Vestas

turbines at the wind farm, with $23 million

advanced by the end of FY2019.

The company invested $115 million in capital

expenditure (CAPEX), comprising stay-in-

business (SIB) CAPEX of $89 million and

$26 million of growth capex spent mostly

on initial payments in relation to Turitea.

The company continued to invest in major hydro

refurbishment projects at our Aratiatia and

Whakamaru hydro stations and commenced the

refurbishment works at our Karāpiro station.

Mercury continues to invest in our core SAP

customer and financial system. The year

featured the implementation of the SAP

Commerce cloud-based customer relationship

management system and significant upgrades

to the web experience for customers joining

Mercury or moving house.

$89M

OF STAY-IN-BUSINESS CAPEX

$256M

COMMITTED TO BUILDING THE

COMPANY’S FIRST WIND FARM

$272M

PROCEEDS FROM THE SALE

OF THE COMPANY'S SMART-

METERING BUSINESS, METRIX

OUR ANNUAL REPORT 2019

FINANCIAL PERFORMANCE TRENDS
For the year ended 30 June

1

($ million)20192018201720162015

Income statement

Energy Margin667730698660650

EBITDAF505566523493482

Net profit for the year35723418416047

Balance sheet

Total shareholders’ equity3,5373,3053,3083,3153,337

Total assets 6,4846,1065,9976,0856,058

Total liabilities2,9472,8012,6892,7702,721

Cash flow

Operating cash flow326376372280309

Investing cash flow98(260)(90)(37)(103)

Financing cash flow(335)(141)(298)(228)(195)

Capital expenditure

Total capital expenditure11511811672110

Growth capital expenditure26621331

Stay-in-business capital expenditure891121145979

Other financial measures

Underlying earnings after tax161198176152145

Free Cash Flow237264258221230

Ordinary and special declared dividends211207270252296

Ordinary dividends per share (cents)15.515.114.614.314.0

Special dividends per share (cents)––5.04.07.5

Basic and diluted earnings per share (cents)26.2317.0013.3711.63.4

Net debt1,0961,2641,0381,0681,082

Gearing (net debt/net debt + equity, %)23.727.723.924.424.5

Debt/EBITDAF (x)

2

1.91.91.82.02.0

Operational measures

Total recordable injury frequency rate (TRIFR)

3

0.720.871.050.741.25

Sales to customers (FPVV, GWh)4,5004,4774,6064,3974,486

Electricity customers (‘000)373388392376382

Electricity generation (GWh)6,9027,7047,5336,8426,563

1. Financial results for the periods ended 30 June 2017 and earlier have not been restated for new IFRS standards.

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

3. Per 200,000 hours; includes on-site employees and contractors.

FINANCIAL

TRACK RECORD.

60 // 61

FINANCIALS

OPINION
We have audited the financial statements of the Group, on pages

64 to 93 of the Financial Report, that comprise the consolidated

balance sheet as at 30 June 2019, the consolidated income statement,

consolidated statement of comprehensive income, consolidated

statement of changes in equity and the 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 2019, 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 and assurance services, we have carried out

assignments including a review of the Group’s consolidated financial

statements for the six months ended 31 December 2018, remuneration

advisory services and tax advisory and compliance services in the

INDEPENDENT AUDITOR’S

REPORT.

United States, which are compatible with 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.

TO THE SHAREHOLDERS OF MERCURY NZ LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019

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, Lloyd Bunyan, using the staff and resources of Ernst & Young, to carry out the audit of the consolidated financial

statements of the Group on his behalf.

OUR ANNUAL REPORT 2019

INFORMATION OTHER THAN IN THE FINANCIAL
STATEMENTS AND AUDITOR’S REPORT

The Board of Directors is 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

VALUATION OF GENERATION ASSETS

Why significantHow our audit addressed the key audit matter

Generation assets were revalued to $5,347 million at 30 June 2019 as set

out in note 8 of the consolidated financial statements. This is significant

because the generation assets represent approximately 82% of the

Group’s total assets.

The Group engages an independent external party to estimate the fair

value of generation assets using a discounted cash flow model. The most

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

independent valuation specialist as described in note 8 of the

consolidated financial statements. The model used to estimate the

wholesale electricity price path is complex and includes a number of

significant assumptions (comprising internal and external data).

In obtaining sufficient appropriate audit evidence we:

• met with the independent valuation specialist to understand the

valuation methods adopted and assessed the significant inputs to

the model used to estimate the fair value of the generation assets.

• compared forecast generation volumes to historical

generation volumes.

• involved our own valuation specialists to:

• consider the process over the determination of the wholesale

electricity price path by the Group’s independent valuation

specialist and the extent to which they considered internal

and external data relevant to the wholesale electricity price

path forecast; and

• assess the appropriateness of the discount rate.

• assessed the professional competence, independence and objectivity

of the Group’s independent valuation specialist.

• assessed the adequacy of the related financial statement disclosures

as described in note 8.

VALUATION OF NON- STANDARD ELECTRICITY PRICE DERIVATIVE FINANCIAL INSTRUMENTS

Why significantHow our audit addressed the key audit matter

The Group’s activities expose it to certain risks which are managed

using derivative financial instruments. At 30 June 2019, the fair value

of derivative assets total $179 million and derivative liabilities total $253

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

These balances include certain electricity price derivatives for which

the valuation inputs are not readily observable in active primary or

secondary markets and require the use of more complex valuation

assumptions including the Group’s internal wholesale electricity price

path forecast. We refer to these derivatives as Non-Standard Derivatives

which are included within the amounts disclosed in note 15 of the

consolidated financial statements.

In obtaining sufficient appropriate audit evidence we:

• involved our valuation specialists and challenged the significant

inputs to the model used to estimate the fair value of the Non-

Standard derivatives. Our valuation specialists:

• evaluated the appropriateness of the valuation

methodologies; and

• compared the Group’s internal wholesale electricity price path

to other price path estimates obtained in performing our

Generation Asset procedures detailed above.

• agreed underlying data to the contract terms on a sample basis.

• assessed key assumptions and inputs.

• assessed the adequacy of the related financial statement disclosures

as described in note 15.

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 director responsibilities arise from the Financial Markets Conduct

Act 2013.

62 // 63

FINANCIALS

The directors are also responsible for such internal control as
they determine 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.

LLOYD BUNYAN // ERNST & YOUNG

ON BEHALF OF THE AUDITOR-GENERAL

AUCKLAND, NEW ZEALAND

20 AUGUST 2019

OUR ANNUAL REPORT 2019

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

For the year ended 30 June 2019

Note2019 $M2018 $M

Total revenue42,000 1,798

Total expenses 4(1,495)(1,232)

EBITDAF

1

505 566

Depreciation and amortisation8, 9(204)(201)

Change in the fair value of financial instruments1526 49

Gain on sale4177 –

Earnings of associates and joint arrangements1012

Net interest expense4(75)(91)

Profit before tax430325

Tax exp e nse6(73)(91)

Profit for the year attributable to owners of the parent357 234

Basic and diluted earnings per share (cents)26.23 17.00

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2019

2019 $M2018 $M

Profit for the year357234

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss

Movement in asset revaluation reserve 244 55

Movement in cash flow hedge reserve transferred to balance sheet

15

(1) 5

Share of movements in associates and joint ventures’ reserves

10

(9)14

Tax ef fe c t (66) (17)

Items that may be reclassified subsequently to profit or loss

Movement in cash flow hedge reserve

15

(118)33

Movement in other reserves1(64)

Tax ef fe c t 32(9)

Other comprehensive income for the year, net of taxation8317

Total comprehensive income for the year attributable to owners of the parent440251

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

FINANCIAL STATEMENTS.

64 // 65

FINANCIALS

CONSOLIDATED BALANCE SHEET
For the year ended 30 June 2019

Note2019 $M2018 $M

SHAREHOLDERS’ EQUITY

Issued capital 378 378

Treasury shares5 (101) (101)

Reserves 3,260 3,028

Total shareholders’ equity 3,537 3,305

ASSETS

Current assets

Cash and cash equivalents 94 5

Receivables11 256 226

Contract assets 3 3

Inventories7 23 35

Derivative financial instruments15 50 31

Total current assets 426 300

Non-current assets

Property, plant and equipment8 5,528 5,370

Intangible assets9 85 101

Investments 10 234 130

Investment and advances to associates10 76 88

Advances to joint operations106 7

Derivative financial instruments15 129 110

Total non-current assets 6,058 5,806

Total assets 6,484 6,106

LIABILITIES

Current liabilities

Payables and accruals11 216 198

Borrowings13 541 350

Derivative financial instruments15 45 24

Taxation payable6 19 17

Total current liabilities 821 589

Non-current liabilities

Payables and accruals11 9 6

Provisions12 59 51

Derivative financial instruments15 208 73

Borrowings13692 951

Deferred tax61,158 1,131

Total non-current liabilities 2,126 2,212

Total liabilities 2,947 2,801

Net assets 3,537 3,305

For and on behalf of the Board of Directors, who authorised the issue of the Financial Statements on 20 August 2019.

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

JOAN WITHERS // CHAIR

20 August 2019

KEITH SMITH // DIRECTOR

20 August 2019

OUR ANNUAL REPORT 2019

The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

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 2017378 203 2,849 (53)(50) 3,327

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 in 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 1642,901 (24)(114)3,305

BALANCE AS AT 1 JULY 2018 378 164 2,901 (24) (114) 3,305

Movement in asset revaluation reserve, net of taxation – – 176 – – 176

Movement in cash flow hedge reserve, net of taxation – – – (85) – (85)

Movements in other reserves –2 – – (1)1

Recycling of fair value losses in available for sale reserves – (15) – – 15 –

Share of movements in associates and joint ventures’ reserves – – – (9) – (9)

Other comprehensive income – (13) 176 (94) 14 83

Net profit for the year – 357 – – – 357

Total comprehensive income for the year – 344 176 (94) 14 440

Dividend – (208) – – – (208)

Balance as at 30 June 2019378 3003,077 (118)(100)3,537

66 // 67

FINANCIALS

The accompanying notes form an integral part of these financial statements.
CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 June 2019

2019 $M2018 $M

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 1,952 1,800

Payments to suppliers and employees (1,478)(1,232)

Interest received 1 2

Interest paid (70)(92)

Taxes paid (79)(102)

Net cash provided by operating activities 326 376

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property, plant and equipment (93)(94)

Acquisition of intangibles (29)(33)

Acquisition of investment (55) (144)

Disposal of land and associated real property – 5

Distributions received from and advances repaid to associates and joint ventures 5 6

Proceeds from the sale of metering business 270 –

Net cash received/(used) in investing activities 98 (260)

CASH FLOWS FROM FINANCING ACTIVITIES

Acquisition of treasury shares – (50)

Proceeds from loans 30 262

Repayment of loans (166) (75)

Receipt/(payment) of lease incentives/(liabilities)9 (5)

Dividends paid (208)(273)

Net cash used in financing activities (335)(141)

Net change in cash and cash equivalents held 89 (25)

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

Cash and cash equivalents at the end of the year 94 5

Cash balance comprises:

Cash balance at the end of the year945

OUR ANNUAL REPORT 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019

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 NZX Main

Board and with foreign exempt listed status on the 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 Markets Conduct Act 2013 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

The Group has adopted 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) for the reporting

period ended 30 June 2019.

The adoption of IFRS 9 has not resulted in a material change to the

Group’s derivative financial instruments. For the impairment of financial

assets, a lifetime expected credit loss has been recognised in the income

statement on trade receivables, with a corresponding adjustment to

provisions on the balance sheet.

The adoption of IFRS 15 results in a change to the Group’s policy relating

to the treatment of credits given to customers and incremental costs (like

commissions) of acquiring or retaining customers. The Group previously

recognised both customer credits and incremental costs of acquisition

or retention as expenses when incurred. The change of policy results

in customer incentives being recognised directly against revenue when

incurred. Incremental costs are recognised on the balance sheet as

customer contract assets, and amortised on a straight-line basis over the

period, which is consistent with the transfer of the benefit to the customer,

assumed to be two years.

The adoption of IFRS 16 results in all leases being recognised on the

balance sheet. Lease payments are now recorded as a repayment of the

lease obligation and interest expense instead of as an operating expense

in the income statement. Lease assets are depreciated on a straight-

line basis over the current lease term. The Group has recognised lease

assets and lease liabilities at the present value of future lease payments

for existing lease terms and all lease renewal options that are reasonably

certain to be exercised. The weighted average incremental borrowing rate

applied to lease liabilities recognised in the statement of financial position

on transition at 1 July 2018 was 6.6%.

IFRS 15 and IFRS 16 have been applied retrospectively. The effect of these

changes in accounting policies are shown in the following table.

During the period a $19 million overstatement of a fair value adjustment

in relation to the US Private Placement borrowings was identified. This

overstatement occurred in 2011 when it was originally booked to the

income statement and has therefore necessitated a prior period change in

2018, through an increase in opening retained earnings and a reduction to

non-current borrowings as included in the following table.

68 // 69

FINANCIALS

Audited
year ended

30 June

2018 $M

Adjustments

$M

Restated

audited

year ended

30 June

2018 $M

CONSOLIDATED INCOME STATEMENT

Total revenue 1,803 (5)1,798

Total expenses (1,242) 10 (1,232)

EBITDAF 561 5 566

Depreciation and amortisation (197) (4)(201)

Change in the fair value of financial instruments 49 – 49

Earnings of associates and joint arrangements2– 2

Net interest expense (90) (1)(91)

Profit before tax325325

Tax exp e nse (91) – (91)

Profit for the year attributable to owners of the parent 234 – 234

CONSOLIDATED BALANCE SHEET

Contract assets – 3 3

Lease assets (Property, plant and equipment) – 12 12

Lease liabilities (Borrowings) – (15) (15)

Fair value adjustments (Borrowings)(51)19(32)

Non-current financial instruments (73) – (73)

Deferred tax liability (1,131) – (1,131)

Retained earnings (145)(19) (164)

Cash flow hedge reserve 24 – 24

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.

OUR ANNUAL REPORT 2019

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 2019

Energy

Markets

$M

Other

Segments

$M

Unallocated

$M

Inter–

segment

$M

Total

$M

Total segment revenue 1,975 37 4 (16) 2,000

Direct costs (1,306) (6) – 16 (1,296)

Other operating expenses (127) (13) (59) – (199)

Segment EBITDAF 542 18 (55) – 505

June 2018

Energy

Markets

$M

Other

Segments

$M

Unallocated

$M

Inter–

segment

$M

Total

$M

Total segment revenue1,768 53 2 (25)1,798

Direct costs(1,046)(6) – 25 (1,027)

Other operating expenses(130)(17)(58) – (205)

Segment EBITDAF592 30 (56) – 566

The operating results for Metrix for the period up to 1 March 2019 is shown in “Other Segments” above.

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.

2019 $M2018 $M

PROFIT FOR THE YEAR357234

Change in the fair value of financial instruments(26)(49)

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

Impairments/Gain on sale in metering business (177) –

Adjustments before tax expense(203)(50)

Tax exp e nse 7 14

Adjustments after tax expense(196)(36)

Underlying earnings after tax161 198

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2019

NOTE 2. SEGMENT REPORTING (CONTINUED)

70 // 71

FINANCIALS

NOTE 4. OTHER INCOME STATEMENT DISCLOSURES
2019 $M2018 $M

Sales – electricity generation 944655

Sales to customers and derivatives1,0131,096

Other revenue 43 47

Total revenue2,000 1,798

Energy costs (802)(527)

Line charges (422)(437)

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

Direct costs of other revenue (6)(6)

Third-party metering (33)(25)

Employee compensation and benefits (86)(87)

Maintenance expenses (42)(51)

Other expenses (71)(67)

Total expenses (1,495)(1,232)

Interest expense ( 74) (93)

Lease interest expense (2) –

Interest income 1 2

Net interest expense (75)(91)

RECONCILIATION OF INCOME TO SEGMENT REPORTING

Sales - Electricity

generation

Sales to customers

and derivativesOther revenue

Total segment

revenue

June 2019$M$M$M$M

Energy Markets 944 1,013 18 1,975

Other Segments - - 37 37

Unallocated - - 4 4

Inter-segment - - (16) (16)

Total revenue 944 1,013 43 2,000

Sales - Electricity

generation

Sales to customers

and derivativesOther revenue

Total segment

revenue

June 2018$M$M$M$M

Energy Markets 655 1,09617 1,768

Other Segments - - 5353

Unallocated - - 22

Inter-segment - - (25) (25)

Total revenue 655 1,096471,798

On 1 March 2019, the Company sold its smart-metering business, Metrix, to intelliHUB Group for a cash consideration of $272 million, resulting in a gain on

sale of $177 million. The Metrix contribution to 2019 EBITDAF was $20 million, and the annualised reduction to EBITDAF from the sale is $28 million.

Audit fees

Fees payable to EY, who are appointed by the Auditor-General, for the audit and review of the financial statements were $605,000 (2018: $590,000).

Non-audit services in relation to payroll advisory services were $33,000 (2018: $71,000). EY (US) also provided US tax compliance services in the amount of

$264,000 (2018: $247,000).

OUR ANNUAL REPORT 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019

NOTE 5. SHARE CAPITAL AND DISTRIBUTION

The share capital of the Company is represented by 1,400,012,517 ordinary shares (2018: 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 1,360,894,041 (2018: 1,374,982,137). These shares do not have a par value, have

equal voting rights, and share equally in dividends and any surplus on winding up.

2019 Number

of shares (M)2019 $M

2018 Number

of shares (M)2018 $M

Treasury shares

Balance at the beginning of the year39101 24 51

Acquisition of treasury shares––1550

Balance at the end of the year 39 10139101

Cents per share2019 $M2018 $M

Dividends declared and paid

Final dividend for 2017 8.8 – 121

Special dividend paid September 2017 5.0 – 69

Interim dividend for 2018 6.0 – 83

Final dividend for 2018 9.1 124 –

Interim dividend for 2019 6.2 84 –

208273

No imputation credits are available at 30 June 2019 (2018: $nil) as the imputation credit account has a deficit of $25 million (2018: deficit of $24 million).

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

N OT E 6. TA X AT IO N

2019 $M2018 $M

Income Tax

(i) Tax expense

Profit before tax430325

Prima facie tax expense at 28% on the profit before tax (120) (91)

Increase/(decrease) in tax expense due to:

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

• capital gain51–

• other differences (4)(1)

Tax expense attributable to profit from ordinary activities (73) (91)

Represented by:

Current tax expense (81)(97)

Deferred tax recognised in the income statement86

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.

72 // 73

FINANCIALS

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

2019 $M

Assets

2018 $M

Liabilities

2019 $M

Liabilities

2018 $M

Net

2019 $M

Net

2018 $M

(i) Recognised deferred tax assets and liabilities

Property, plant and equipment–– (1,185) (1,155) (1,185) (1,155)

Financial instruments 23 5 –– 23 5

Employee benefits and provisions 2 2 –– 2 2

Other 2 17 –– 2 17

27 24 (1,185) (1,155) (1,158) (1,131)

Property, plant

and equipment

$M

Financial

instruments

$M

Employee

entitlements

$M

Other

$M

Total

$M

(ii) Movement in deferred tax

Balance as at 1 July 2017 (1,155) 29 2 13 (1,111)

Charged/(credited) to the income statement17 (15) – 46

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

Balance as at 30 June 2018 (1,155) 5 217 (1,131)

Balance as at 1 July 2018 (1,155) 5217 (1,131)

Charged/(credited) to the income statement 26 (14) – (5) 7

Charged/(credited) to other comprehensive income(56)32 – (10) (34)

Balance as at 30 June 2019(1,185)23 2 2 (1,158)

Tax deductions for building depreciation were disallowed by the Inland Revenue from 1 July 2011. 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 accepted the Group’s

view in respect of hydro-electric powerhouse assets, but not in respect of geothermal powerhouse assets.

In July 2019, the High Court issued its decision, in favour of Inland Revenue, that geothermal powerhouse assets were buildings for tax purposes. The Group

has decided not to appeal this decision. This has resulted in a one-off increase to tax expense of $6 million, an additional deferred tax liability of $3 million,

and an increase in provision for income tax of $3 million.

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 $23 million (2018: $26 million) are held to service and repair operating plant. Meter stock of $nil (2018: $9 million) is held in

inventory until it is deployed into the field, at which time it is transferred into property, plant and equipment.

OUR ANNUAL REPORT 2019

NOTE 8. PROPERTY, PLANT AND EQUIPMENT
Generation assets at

fair value $M

Meters at cost

$M

Other assets

at cost $M

Right-of-use

assets

Capital work in

progress at cost $MTotal $M

YEAR ENDED 30 JUNE 2018

Opening net book value 5,241 53 39 16 55 5,404

Additions 52 6 5 – 31 94

Transfers 25 – 3 – (28) –

Net revaluation movement 55 – – – – 55

Depreciation charge for the year (158) (11) (10) (4) – (183)

Closing net book value 5,215 48 37 12 58 5,370

Balance at 30 June 2018

Cost or valuation 5,352 178 137 30 58 5,755

Accumulated depreciation (137) (130) (100) (18) – (385)

Net book value 5,215 48 37 12 58 5,370

YEAR ENDED 30 JUNE 2019

Opening net book value 5,215 48 37 12 58 5,370

Additions 16 3 25 42 53 139

Transfers 30 – – – (30) –

Disposals(1) (45) (2) (1) (1) (50)

Net revaluation movement 250 – – – – 250

Depreciation charge for the year (163) (6) (8) (4) – (181)

Closing net book value 5,347 – 52 49 80 5,528

Balance at 30 June 2019

Cost or valuation5,347 23 125 59 80 5,634

Accumulated depreciation– (23) (73) (10) – (106)

Net book value 5,347 – 52 49 80 5,528

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2019

74 // 75

FINANCIALS

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.

Right-of-use assets comprise property and motor vehicles and represents the Group’s right to use those underlying assets as a lessee under

lease agreements.

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 2019. This resulted in an increase to the carrying value of the Group’s hydro and geothermal

generation assets of $151 million and $99 million respectively in the current year. This is in addition to the $55 million revaluation increase recognised across

the Group’s geothermal generation assets in 2018. As a consequence of the revaluation, accumulated depreciation on these hydro and 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 $75/MWh and $106/MWh (2018: $63/MWh and $105/MWh), average operational

expenditure of $158 million p.a. (2018: $160 million p.a.), net average production volumes of 6,703GWh p.a. (2018: 6,620GWh p.a.) and a post-tax discount

rate of between 7.2% and 7.6% (2018: 7.5% and 7.9%). The valuation also assumed the ongoing operation of New Zealand Aluminium Smelters Limited at

Tiwai Point, no material changes to the wholesale market regulatory regime, hydro and geothermal fuel supply being sustained over the modelled horizon

and no material changes to generation consent conditions. 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

2019 $M2018 $M

Future wholesale electricity price path+/- 10%$833 / ($837)$783 / ($790)

Discount rate+/- 0.5%($531) / $641($496) / $592

Operational expenditure+/- 10%($235) / $235($231) / $230

The carrying amount of revalued generation assets, had they been recognised at cost, would have been $1,937 million (2018: $1,977 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:

20192018

Office fixture and fittings, including fit-out2-50%2-50%

Generation assets:

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

• Other generation2-33%2-33%

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

Other plant and equipment2-50%2-50%

Vehicles5-33%5-33%

OUR ANNUAL REPORT 2019

NOTE 9. INTANGIBLE ASSETS
Intangible

software

$M

Rights

$M

Emissions

units

$M

Work in

progress

$M

Total

$M

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

YEAR ENDED 30 JUNE 2019

Opening net book value 55 20 16 10 101

Additions 13 1 7 8 29

Transfers 10 –– (10)–

Disposals(20)––(2)(22)

Amortisation for the year (22) (1)–– (23)

Closing net book amount 36 20 23 6 85

BALANCE AT 30 JUNE 2019

Cost 149 34 236212

Accumulated amortisation (113) (14) – – (127)

Net book value362023685

Software

Acquired computer software licences 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 and 15 years (2018:

between 2 and 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 (2018: 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2019

76 // 77

FINANCIALS

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 activityType20192018Country

TPC Holdings LimitedInvestment holdingAssociate25.00%25.00%New Zealand

RotokawaSteamfield operationJoint operation64.80%64.80%New Zealand

Ngā Awa PurūaElectricity generationJoint operation65.00%65.00%New Zealand

EnergySource LLCInvestment holdingJoint venture20.86%20.86%United States

EnergySource Minerals LLCMineral extractionJoint venture20.84%20.84%United States

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

AssociatesJoint ventures

2019 $M2018 $M2019 $M2018 $M

Balance at the beginning of the year 88 76 – –

Share of earnings 1 2 – –

Share of movement in other comprehensive income (9) 14 – –

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

Balance at the end of the year 76 88 – –

At the end of the year the Group had outstanding advances to its Rotokawa joint venture partner in the amount of $6 million (2018: $7 million) and its

associate TPC Holdings Limited of $4 million (2018: $4 million). For terms and conditions of these related party receivables refer to note 17.

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 EnergySource LLC amounting to US$3 million (2018: US$3 million).

At the end of the year the Group had 19.97% (2018: 19.99%) shareholding in Tilt Renewables Limited, a listed company on the NZSX and ASX, and this is

recognised as an investment at fair value through the income statement, with a market value of $2.49 per share or $234 million as at 30 June 2019 (2018:

$2.07 per share or $130 million). During the year, the Group contributed $55 million of equity funding to participate in a capital raise by Tilt Renewables

Limited to fund the Dundonnell windfarm project in Victoria, Australia.

NOTE 11. RECEIVABLES, PAYABLES AND ACCRUALS

2019 $M2018 $M

RECEIVABLES

Trade receivables and accruals248 219

Allowance for impairment loss (1) (2)

Net trade receivables and accruals247 217

Prepayments 9 9

256 226

Customers are typically invoiced on a monthly basis. Revenue from large commercial and industrial customers is billed on a calendar month basis, while for

mass market customers billing occurs on a rolling cycle each month and over the year. 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. Generation revenue is derived mostly

from generation sales to the New Zealand wholesale market at the prevailing spot price at the grid injection point. Revenue is invoiced by the Wholesale

Market Clearing Manager on a calendar month basis reflecting actual metered generation at the stations.

OUR ANNUAL REPORT 2019

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.
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 $2 million (2018: $3 million) was recognised during the year. Receivables of $3 million (2018: $3

million) which were deemed uncollectable were written off.

Expected credit loss

The Company applies the NZ IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade

receivables.

To measure the expected credit losses, trade receivables have been grouped based on days past due. The expected loss rates are based on the payment

profiles of sales over a 12-month period before 30 June 2019 and the corresponding historical credit losses during the period, adjusted for any significant

known amounts that are not receivable.

On that basis the following table details the loss allowance at 30 June 2019:

More than 30

days past due

More than 60

days past due

More than 90

days past dueTotal

Expected loss rate%42759

Gross carrying amount – trade receivable$M6118

Loss allowance$M – – 11

2019 $M2018 $M

Movements in the allowance for impairment loss were as follows:

Balance at the beginning of the year22

Charge for the year23

Amounts written off(3)(3)

Balance at the end of the year12

2019 $M2018 $M

Payables and accruals

Trade payables and accruals187179

Employee entitlements78

Sundry creditors3117

225204

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

NOTE 11. RECEIVABLES, PAYABLES AND ACCRUALS (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2019

78 // 79

FINANCIALS

CONTRACT ASSETS2019 $M2018 $M
Contract assets

Opening balance34

Additions33

Amortised to revenue –(1)

Amortised to operating expenses(3)(3)

Closing balance 3 3

Of the total contract assets balance, $2 million is expected to be amortised within one year of the reporting period and the remainder between one and three

years of the reporting period end.

NOTE 12. PROVISIONS

2019 $M2018 $M

Balance at the beginning of the year51 54

Provisions made during the year6 1

Provisions used during the year – (2)

Provisions reversed during the year – (3)

Discounting movement21

Balance at the end of the year5951

Current – –

Non-current5951

5951

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.

OUR ANNUAL REPORT 2019

NOTE 13. BORROWINGS
Borrowing currency

denominationMaturity Coupon 2019 $M2018 $M

Bank facilitiesNZDVariousFloating – 91

Commercial paper programmeNZD< 3 monthsFloating199 170

Wholesale bondsNZDMar–20195.03% – 76

Capital bondsNZDJul–20196.90%305 305

Wholesale bondsNZDFeb–20208.21%31 31

USPP – US$125mUSDDec–20204.25%163 163

Wholesale/credit wrapperNZDSep–2021Floating300 300

USPP – US$30mUSDDec–20224.35%39 39

Wholesale bondsNZDMar–20235.79%26 25

USPP – US$45mUSDDec–20254.60%59 59

Lease liabilities69 15

Deferred financing costs(1) (5)

Fair value adjustments4332

Carrying value of loans1,233 1,301

Current541 350

Non-current692951

1,2331,301

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 (USPP) terms and conditions. There has been no breach of the terms of this deed

or the terms and conditions of the USPP.

The Group has $500 million of committed and unsecured bank loan facilities as at 30 June 2019 (30 June 2018: $650 million). The Company executed

$100 million of new facilities, cancelled $150 million of facilities, and $100 million of facilities matured during the reporting period. Of the loan facilities of

$500 million, $100 million expires in June 2021, $100 million expires in August 2022, $100 million expires in October 2022, and a rolling bank loan of $200

million currently expires in December 2020.

The Company has a $200 million 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

b y S & P.

On 11 July 2019 the Company fully redeemed its $300 million of subordinated capital bonds, and reissued a further $300 million of subordinated capital

bonds at a rate of 3.6%. Refer to note 20 for further details.

The Group has entered into various lease contracts for the right to use land and buildings, motor vehicles and office equipment and is also deemed to be a

lessee of transmission equipment. During the year, the Group commenced a 12-year lease for its new Auckland office.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2019

80 // 81

FINANCIALS

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 12 years (2018: 13 years), were $1,506 million (2018:

$1,520 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, Euro and Yuan.

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 $102

million (2018: $21 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 $2,095 million (2018: $2,466 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

2019 $M2018 $M2019 $M2018 $M

Group

Electricity forward price increased by 10%(12)(8)(33)(26)

Electricity forward price decreased by 10%12 8 33 21

OUR ANNUAL REPORT 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019

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

2019 $M2018 $M2019 $M2018 $M

New Zealand Dollar – Euro

Currency strengthens by 10% – – (3) (1)

Currency weakens by 10% – – 31

New Zealand Dollar – USD

Currency strengthens by 10% – –(2) –

Currency weakens by 10% – –2 –

New Zealand Dollar – Yuan

Currency strengthens by 10% – –(2) –

Currency weakens by 10% – –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 past 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 IFRS 9. 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

2019 $M2018 $M2019 $M2018 $M

Interest rates higher by 100 bps (4)(6)13 20

Interest rates lower by 100 bps4 6 (16)(21)

(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 with which it has entered into an ISDA master agreement, 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.

NOTE 14. FINANCIAL RISK MANAGEMENT (CONTINUED)

82 // 83

FINANCIALS

(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 pay-offs, 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.

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

Total

$M

JUNE 2019

Liquid financial assets

Cash and cash equivalents 94 – – – 94

Receivables 256 – – – 256

350 – – – 350

Financial liabilities

Payables and accruals(216) – (9) – (225)

Loans (219)(46) (601) ( 743) (1,609)

Lease liabilities(4)(4)(31)(52)(91)

(439) (50) (641) (795) (1,925)

Net inflow/(outflow)(89) (50)(641) (795) (1,575)

Less than 6

months

$M

6 to 12

months

$M

1 to 5 years

$M

Later than

5 years

$M

Total

$M

JUNE 2018

Liquid financial assets

Cash and cash equivalents5 – – – 5

Receivables226 – – – 226

231 – – – 231

Financial liabilities

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

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

Lease liabilities(4)(4)(29)(60)(97)

(487) (102) (703) (830) (2,122)

Net inflow/(outflow) (256) (102)(703) (830)(1,891)

OUR ANNUAL REPORT 2019

NOTE 14. FINANCIAL RISK MANAGEMENT (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 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 summarises 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.

Less than

6 months

$M

6 to 12

months

$M

1 to 5 years

$M

Later than

5 years

$M

Total

$M

JUNE 2019

Derivative liabilities – net settled (64) (51) (119) (16) (250)

Derivative liabilities – gross settled

• Inflows 104 ––– 104

• Outflows (102)––– (102)

Net maturity (62) (51) (119) (16) (248)

Less than

6 months

$M

6 to 12

months

$M

1 to 5 years

$M

Later than

5 years

$M

Total

$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)

84 // 85

FINANCIALS

(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 $60 million (2018: $138 million), $296 million (2018:

$293 million) and $312 million (2018: $301 million) respectively; and (ii) the Capital Bonds, the fair value for which has been calculated at $305 million (2018:

$313 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 2019 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 $44 million were categorised as level 1 (2018: $21 million) and $79 million were categorised as level 3 (2018: $63 million).

Electricity price derivative liabilities of $17 million were categorised as level 1 (2018: $1 million) and $138 million were categorised as level 3 (2018: $9 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

$69/MWh and a maximum price of $114/MWh (2018: minimum price of $63/MWh and a maximum price of $105/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.

OUR ANNUAL REPORT 2019

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

2019 $M2018 $M

Group

Electricity forward price increased by 10%(6)(1)

Electricity forward price decreased by 10%6 1

2019 $M2018 $M

Reconciliation of level 3 fair value movements

Opening balance547

New contracts(28)2

Matured contracts18

Gains and losses

• Through the income statement (8) (7)

• Through other comprehensive income(78)44

Closing balance(59)54

Level 3 fair value movements recognised within the income statement of the Group are recognised within "change in the fair value of financial instruments".

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.

2019 $M2018 $M

Electricity price derivatives

Opening deferred inception gains / (losses) (15) (8)

Deferred inception gains (losses) on new hedges 3 (5)

Deferred inception losses realised during the year – (2)

Closing balance (12) (15)

NOTE 14. FINANCIAL RISK MANAGEMENT (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2019

86 // 87

FINANCIALS

(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.

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:

2019 $M2018 $M

Borrowings at carrying value1,233 1,301

Fair value adjustments US Private Placement(43)(32)

Less cash and cash equivalents(94)(5)

Net debt1,096 1,264

Total equity3,537 3,305

Total capital4,633 4,569

Gearing ratio23.7%27.7%

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 ongoing 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 less cash and cash equivalents. For the year ended 30 June 2019, the Group had a debt to

EBITDAF ratio of 1.9 times (2018: 1.9 times).

OUR ANNUAL REPORT 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019

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:

2019 $M2018 $M

CURRENT ASSETS

Interest rate derivative 6 11

Electricity price derivative 41 19

Foreign exchange derivative 2 –

Cross-currency interest rate derivative 1 1

50 31

CURRENT LIABILITIES

Interest rate derivative 4 18

Electricity price derivative 40 5

Cross-currency interest rate derivative 1 1

45 24

NON-CURRENT ASSETS

Interest rate derivative 2 11

Electricity price derivative 82 64

Cross-currency interest rate derivative 45 35

129 110

NON-CURRENT LIABILITIES

Interest rate derivative 91 65

Cross-currency interest rate derivative – margin2 7

Electricity price derivative 115 5

208 77

The majority of 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 IFRS 9 but are treated as at fair value through profit and loss. All other interest rate derivatives (predominantly forward-

starting derivatives), interest rate derivatives and electricity prices derivatives (except those described below) are designated as cash flow hedges under NZ

IFRS 9.

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.

88 // 89

FINANCIALS

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 Island and South Island generically

called basis swaps. The most significant is a contract with Meridian Energy which has a remaining life of six 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

2019 $M2018 $M2019 $M2018 $M

Cross-currency interest rate derivatives10 12 – –

Borrowings – fair value change (11) (12) – –

(1) – – –

Interest rate derivatives3 40 (30) (18)

Cross-currency interest rate derivatives – margin(1) – 1 2

Electricity price derivatives(26) 12 (92) 49

Foreign exchange rate derivatives – – 3 –

Ineffectiveness of cash flow hedges recognised in the income statement – (3) – –

Total change in fair value of financial instruments(25) 49 (118) 33

In addition to the fair value loss on derivative financial instruments, the Group also recognised a fair value gain on its investment in Tilt Renewables Limited of

$51 million.

MOVEMENT IN CASH FLOW HEDGE RESERVE2019 $M2018 $M

Opening balance (24) (53)

The effective portion of cash flow hedges recognised in the reserve (118) 33

Amortisation of fair values

1

1 (1)

The amount transferred to balance sheet (1) 5

Equity-accounted share of associates’ movement in other comprehensive income (9) 2

Tax effect of movements33 (10)

Closing balance (118) (24)

1. Amounts reclassified to the income statement recognised in amortisation

OUR ANNUAL REPORT 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019

NOTE 16. RECONCILIATION OF PROFIT FOR THE YEAR TO NET CASH FLOWS

FROM OPERATING ACTIVITIES

2019 $M2018 $M

Profit for the year357 234

Items classified as investing or financing activities

• Net interest accrual5 1

Adjustments for:

Depreciation and amortisation 204 197

Carbon costs – 4

Dividend income received from the investment in Tilt Renewables (1) (1)

Net (gain)/loss on sale of property, plant and equipment 1 (2)

Change in the fair value of financial instruments (26) (49)

Gain on sale (177) –

Movement in effect of discounting on long-term provisions 4 (3)

Share of earnings of associates and joint ventures 1 (2)

Other non-cash items (1) (1)

Net cash provided by operating activities before change in assets and liabilities 367 378

Change in assets and liabilities during the year:

• Decrease/(increase) in trade receivables and prepayments(26) 12

• (Increase)/decrease in consumable inventories4 (1)

• (Decrease)/increase in trade payables and accruals (9) (1)

• (Decrease)/increase in provision for tax (2) (6)

• Decrease in deferred tax (8) (6)

Net cash inflow from operating activities 326 376

90 // 91

FINANCIALS

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

2019 $M2018 $M

Associates

• Management fees and service agreements received1614

• Energy contract settlements received/(paid)146

Joint operations

• Management fees and service agreements received 12 11

• Energy contract settlements received/(paid)322

• Interest income 1 1

Energy contracts, management and other services are made on normal commercial terms.

An advance to TPC Holdings Limited of $4 million (2018: $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

2019

$000

2018

$000

Key management personnel compensation (paid and payable) comprised:

• Directors’ fees 990 960

• Benefits for the Chief Executive and Senior Management:

Salary and other short-term benefits 6,519 6,275

Share-based payments 532 553

8,0417,788

The year-on-year increase in directors’ fees is due to the appointment of an additional director in September 2017 to bring the Board to its full complement.

OUR ANNUAL REPORT 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019

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

Other operating

commitments

Commitments

2019 $M2018 $M2019 $M2018 $M

Within one year 198 40 7 7

One to five years 129 42 31 17

Later than five years 14 24 173 63

341 106 211 87

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 nine-year period from the end of the reporting period, will also terminate

Operating lease commitments disclosed at the end of the previous reporting period are substantially the same as the lease liabilities disclosed as at 30 June

2018 after adjusting for the effect of discounting.

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 Pouākani land on trust for the Pouākani 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.

The Group holds land at Maraetai, Waikato, that is subject to a remedies hearing brought against the Government in the Waitangi Tribunal pursuant to

the Treaty of Waitangi Act 1975. The remedies hearing relates to an application seeking binding recommendations for the resumption of land at Pouākani,

including the Group’s land at Maraetai. The Group has received advice that the Tribunal’s decision on the matter is unlikely to 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 17. RELATED PARTY TRANSACTIONS (CONTINUED)

92 // 93

FINANCIALS

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 2019, June 2020 and June 2021. 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 $531,516 in relation to equity-settled,

share-based payment transactions (2018: $552,990).

Movements in the number of share options are as follows:

20192018

Balance at the beginning of the year 745,97 1 668,810

Options granted 277,001 260,118

Options expired (199,735) (3,660)

Options exercised - (179,297)

Balance at the end of the year823,237 745,97 1

A total of 286,118 options were exercisable at the end of the year (2018: 199,735) with the remaining options under the plan having a weighted average life of

1.5 years (2018: 1.5 years).

NOTE 20. SUBSEQUENT EVENTS

On 11 July 2019 the Company redeemed the existing $300 million MCY010 bonds and issued $300 million of new unsecured, subordinated bonds

(MCY020). The MCY020 bonds are due to mature in July 2049, unless redeemed earlier, and have a fixed interest rate of 3.6% through to the first reset date,

11 July 2024.

On 17 July 2019 the Board of Tilt Renewables Limited resolved to appoint Mercury's Chief Executive Fraser Whineray to its Board as a non-independent

director, effective from 19 July 2019. The Group is therefore deemed to have significant influence, but not control, over Tilt Renewables Limited from 19 July

2019 and as such it will be deemed an associate of the Group and qualify for equity accounting from that date.

The Board of Directors has approved a fully imputed final dividend of 9.3 cents per share to be paid on 30 September 2019.

There are no other material events subsequent to balance date that would affect the fair presentation of these financial statements.

OUR ANNUAL REPORT 2019

YOUR DIRECTORS.
PLEASE SEE OUR

WEBSITE FOR FULL

BIOGRAPHIES.

Please visit mercury.co.nz/leadership

JOAN WITHERS // CHAIRPRUE FLACKS // DIRECTORANDY LARK // DIRECTOR

JAMES MILLER // DIRECTOR

ANNA LISSAMAN // FUTURE DIRECTORMIKE TAITOKO // DIRECTORPATRICK STRANGE // DIRECTOR

SCOTT ST JOHN // DIRECTOR KEITH SMITH // DIRECTOR

94 // 95

OUR TEAM

YOUR EXECUTIVE TEAM.
FRASER WHINERAY //

CHIEF EXECUTIVE

KEVIN ANGLAND //

GENERAL MANAGER DIGITAL SERVICES

NICK CLARKE // GENERAL MANAGER

GEOTHERMAL & SAFETY

MATTHEW OLDE

//

GENERAL MANAGER

MARLENE STRAWSON // GENERAL MANAGER

PEOPLE & PERFORMANCE

TONY NAGEL // GENERAL MANAGER

CORPORATE AFFAIRS

PHIL GIBSON // GENERAL MANAGER

HYDRO & WHOLESALE

JULIA JACK //

CHIEF MARKETING OFFICER

WILLIAM MEEK //

CHIEF FINANCIAL OFFICER

OUR ANNUAL REPORT 2019

INTEGRATED REPORTING.
In this report and across our disclosures, we continue to refine our approach to provide transparent and

easily understood information.

To ensure our disclosures meet the expectations of stakeholders, we use the principles of the

International Integrated Reporting Framework <IR>. This requires organisations to reflect on six capitals

that are essential for value creation. Within Mercury the language familiar to us and our stakeholders is

“our pillars”. To assist with reconciling, this is how our pillars align with the <IR> capitals:

This report has been prepared in accordance with the Global Reporting Initiative (GRI) Standards.

We are developing our use of other frameworks, such as the Task Force for Climate-related Financial

Disclosures (TCFD), to ensure our disclosures reflect global standards. GRI and TCFD Indices can be

found on the pages that follow.

We will continue to review and report openly and honestly on our performance on a regular basis to

ensure transparency. We look forward to sharing our progress.

MERCURY’S PILLARS<IR> CAPITALS

CUSTOMER

SOCIAL &

RELATIONSHIP

PARTNERSHIPS

KAITIAKITANGA

NATURAL

MANUFACTURED

PEOPLE

HUMAN

INTELLECTUAL

COMMERCIALFINANCIAL

96 // 97

CUSTOMERS
GOVERNMENT &

REGULATORS

EMPLOYEES

• Our customer engagement teams (via calls,

email, letters, direct mail)

• Our website, My Account portal and

Mercury Go App

• Social media

• Customer surveys and market research

• Our community partnerships, sponsorships

and events

• Formal scheduled meetings

• Responses to submissions

• Ministerial briefings

• Participation in energy industry events and

regulatory/political forums

• Hosting of site visits

• Engagement through the development

of external reports that we commission or

contribute to

• Board stakeholder forums

• Monthly one-to-one manager and

employee discussions

• Annual and check-in engagement surveys

• Specific events such as Company Days;

Grandstand meetings

• Our PowerUp induction programme

• Leadership forums

• A change supporters’ network

• Collaborative working tools such as Yammer

COMMUNITYPARTNERSHIPSSUPPLIERS

• Participation in community forums

• Sponsorship of and participation in events

within the communities in which we operate

• Responding to community river flow and

lake level requests

• Through the Waikato Catchment Ecological

Enhancement Trust (WCEET), we engage

on improvements to the natural and social

environments which the company depends

upon in the Waikato region

• Turitea wind farm Community Liaison Group

• Commercial joint ventures

• Customer reward partnerships

• Relationship managers dedicating time

and effort into understanding each other’s

business

• Educational institutions and training

• Research and Development

• Business review meetings

• Contract negotiations

• Supplier briefings

• Proactive engagement with industry

conferences

SHAREHOLDERS

& INVESTORS

INDUSTRY

PARTICIPANTS

IWI

• Material market updates

• Annual and half-year reports

• Earnings and dividends announcements

• Quarterly operating reports, adhering to the

principles of continuous disclosure

• Annual Shareholders’ Meeting (ASM)

• Briefings and institutional investor meetings

• Participation in industry groups and

initiatives such as StayLive, Girls with Hi-Vis®,

the Business Leaders Health and Safety

Forum, the Energy Retailers' Association of

New Zealand's (ERANZ) Policy Committee,

Business Energy Council Working Group,

Sustainable Business Council, and BusinessNZ

• Regularly attend and contribute to industry

events and conferences (e.g. Downstream)

• Attending stakeholder events organised by

sector participants

• Business review meetings

• Contract negotiations

• Engagement for proposed new work and

completing live work

• Conferences

• Participation in events

• Engagement on energy-related initiatives

contributing to energy freedom, such as

solar installations

REPORTING ON

WHAT MATTERS MOST.

HOW WE ENGAGE OUR STAKEHOLDERS

In 2017 we published a materiality matrix with 22 elements. In 2018 we refined this into 15 focus areas,

relating three to each of our pillars. We provide information on these material matters, both in this report

and on our website. Our view of the matters material to how Mercury creates value is informed by a broad

context, including stakeholder input.

OUR ANNUAL REPORT 2019

SUSTAINABILITY INDICES.
GRI INDEX STANDARDS CORE REPORTING

GRI standardDisclosure title LocationComments

GENERAL DISCLOSURES

ORGANISATIONAL PROFILE

GRI 102 General disclosures 2019

102-1Name of the organisationFront cover

102-2Activities, brands, products and servicesWho we are pp6-7, How we create value pp8-9

102-3Location of headquartersDirectory p125

102-4Location of operationsWho we are pp6-7

102-5Ownership and legal formDisclosures - Shareholder information pp118-119,

Company disclosures pp120-121

102-6Markets servedWho we are pp6-7

102-7Scale of the organizationWho we are pp6-7

102-8Information on employees and other workersWho we are pp6-7

102-9Supply chainCompany website "Corporate Governance"

supplier guiding principles:

issuu.com/mercurynz/docs/supplier_guiding_

principles__final_?e=25554184/55871954

Mercury has supplier

guiding principles

102-10Significant changes to the organisation and its

supply chain

Chief Executive update pp16-21Mercury divested itself of

Metrix, a metering

business, during the

reporting period

102-11Precautionary principle or approachGovernance at Mercury - Managing risk and

assurance p107

102-12External initiativesWho we are pp6-7, Company website - Making a

Difference in Communities:

www.mercury.co.nz/about/careers/employee-

community-fund.aspx, Company website -

Partnerships is in our DNA: www.mercury.co.nz/

about/partnerships

102-13Membership of associationsReporting on what matters most p97

STRATEGY

102-14Statement from senior decision-makerChief Executive update pp16-21

102-15Key impacts, risks and opportunitiesChief Executive update pp16-21, Our strategic goals

pp26-27

ETHICS AND INTEGRITY

102-16Values, principles, standards and norms of

behaviour

Governance at Mercury - Acting ethically and

responsibly pp107-109

GOVERNANCE

102-18Governance structure Governance at Mercury pp102-103

STAKEHOLDER ENGAGEMENT

102-40List of stakeholder groups Reporting on what matters most p97

102-42Identifying and selecting stakeholders Reporting on what matters most p97

102-43Approach to stakeholder engagementReporting on what matters most p97

102-44Key topics and concerns raisedReporting on what matters most p97, Our strategic

goals pp26-27

REPORTING PRACTICE

102-45Entities included in the consolidated

financial statements

Notes to the consolidated financial statements p68

102-46Defining report content and topic boundaries What matters most pp22-25, Our strategic goals

pp26-27

102-47List of material topics What matters most pp22-25, Our strategic goals

pp26-27

98 // 99SUSTAINABILITY INDICES

GRI standardDisclosure title LocationComments
102-48Restatements of informationThere are no

restatements of

information in the 2019

reporting period

102-49Changes in reporting Mercury continues to use

both GRI and <IR>

frameworks

102-50Reporting period Front cover

102-51Date of most recent report Front cover

102-52Reporting cycleFront cover

102-53Contact point for questions regarding the report Directory p125

102-54Claims of reporting in accordance with the GRI

Standards

Integrated reporting p96

102-55GRI content indexSustainability indices pp98-101

102-56External assurance This report has not been

externally assured

MANAGEMENT APPROACH

GRI 103 General disclosures 2019

103-1Explanation of the material topic and its BoundaryWhat matters most pp22-25, Our strategic goals

pp26-27

Material topicsDescriptionLocationBoundaries

GRI 200 Economic standard series

GRI 103Management approachOur strategic goals pp26-27, Financial

commentary pp56-59

Within the organisation

GRI 201 Economic performance

GRI 201Management approachOur strategic goals pp26-27, Financial

commentary pp56-59

Within the organisation

201-1Direct economic value generated and distributedFinancial commentary pp56-59Within and outside the

organisation

201-1Consolidated financial implications and other

risks and opportunities due to climate change

Our carbon profile pp44-45, Governance at

Mercury - Managing risk and assurance p107,

Notes to the consolidated financial statements

p90.

Within and outside the

organisation

GRI 300 Environmental standard series

GRI 103Management approachOur strategic goals pp26-27Within the organisation

GRI 303 Water

303-2Water sources significantly affected by withdrawal

of water

Company website - Water Management: www.

mercury.co.nz/about/sustainability/renewable-

energy/water-management

Within and outside the

organisation

GRI 305 Emissions

305-1Direct (Scope 1) GHG emissionsOur carbon profile pp44-45Within and outside the

organisation

305-2Energy indirect (Scope 2) GHG emissionsOur carbon profile pp44-45Within and outside the

organisation

305-3Other indirect (Scope 3) GHG emissionsOur carbon profile pp44-45Within and outside the

organisation

305-4Emissions intensityOur carbon profile pp44-45Within and outside the

organisation

GRI 307 Environmental compliance

3 07-1Non-compliance with environmental laws and

regulations

Mercury experienced no non-compliances with

environmental laws and regulations during the

reporting period

Within and outside the

organisation.

GRI 400 Social standards series

GRI 103Management approachOur strategic goals pp26-27Within the organisation

SPECIFIC STANDARD DISCLOSURES

OUR ANNUAL REPORT 2019

SUSTAINABILITY INDICES (CONTINUED)
SPECIFIC STANDARD DISCLOSURES (CONTINUED)

Material TopicsDescriptionLocationBoundaries

GRI103Management approachOur strategic goals pp26-27Within the organisation

EU1Installed capacity1397MWWithin the organisation

EU2Net energy outputWho we are pp6-7Within the organisation

EU3Number of customer connectionsWho we are pp6-7Within the organisation

EU5Allocation of CO2e allowancesOur carbon profile p44-45, Company wesbite - Climate positive

energy: www.mercury.co.nz/about/sustainability/climate-positive

Within and outside the

organisation

EU10Planned capacity against projected electricity

demand over the long term

A wonderful alliance, pp34-37, Wonderful flowing well into the

future pp50-53, Mercury FY2019 results presentation:

www.mercury.co.nz/investors/results-reports/presentations

Within and outside the

organisation

GRI103Management approachOur strategic goals pp26-27Within the organisation

SECTOR SPECIFIC: UTILITIES

Material topicsDescriptionLocationBoundaries

GRI401 Employment

401-1New employee hires and employee turnoverMercury hired 120 new employees in the

reporting period, employee turn-over was 14.27%

Within the organisation

401-2Benefits provided to full-time employees that are

not provided to temporary or part-time

employees

Company website: www.mercury.co.nz/about/

careers/life-at-mercury

Within the organisation

401-3Parental LeaveCompany website: www.mercury.co.nz/about/

careers/life-at-mercury

Within the organisation

GRI403 Occupational health

and safety

403-1Workers representation in formal joint

management-worker health and safety

committees

Management, including the executive team,

undertake regular site visits, lead safety

conversations with employees and contractors

and monitor the Company's safety performance.

Workers representatives hold a range of positions

on health and safety committees, including joint

chair of the geothermal committee

Within the organisation.

403-2Types of injury or rate of injury, occupational

diseases, lost days, and absenteeism, and

number of work-related fatalities

How we did this year pp4-5, Building blocks for

success p49

Within the organisation

GRI404 Training and education

404-2Programmes for upgrading employee skills and

transition assistance programmes

405 Mercury people completed at least one of

our 57 development training events & 878

Mercury people completed compliance e-learning

modules in FY19

Within the organisation

GRI405 Diversity and equal

opportunities

405-1Diversity of governance bodies and employeesWho we are pp6-7, Governance at Mercury -

Inclusion and diversity pp108-109

Within the organisation

GRI413 Local communities

413-1Operations with local community engagement,

impact assessments and development

programmes

A wonderful alliance pp34-37, Solar gives kiwi

brighter future pp38-43, Employee Community

Fund - www.mercury.co.nz/about/careers/

employee-community-fund.aspx

Within and outside the

organisation

413-2Operations with significant actual and potential

negative impacts on local communities

Company website - www.mercury.co.nz/about/

partnerships/iwi

Within and outside the

organisation

100 // 101SUSTAINABILITY INDICES

IssueTCFD RecommendationLocationPage No./url
GovernanceBoard oversight of climate-related risks and

opportunities

Annual Report 2019 Governance at Mercury - Mercury's Board,

Company website 2019 Corporate Governance Statement.

p107, www.mercury.co.nz/about/

leadership-governance/

corporate-governance

Managements role in assessing and managing

climate-related risks and opportunities

Annual Report 2019 Governance at Mercury - Managing risk and

assurance, Company website - 2019 Corporate Governance

Statement.

p107, www.mercury.co.nz/about/

leadership-governance/

corporate-governance

StrategyClimate-related risks and opportunities

identified over the short, medium and long term

Annual Report 2019 - Our carbon profilepp42-43

The impact of climate-related risks

and opportunities on business strategy

and financial planning

Annual Report 2019 - Our carbon profilepp44-45

Strategy resilience taking into consideration

climate-related scenarios, including a 2°C or

lower scenario.

Annual Report 2019 - Our carbon profilepp44-45

Risk

Management

Processes for identifying and assessing

climate-related risks

Annual Report 2019 - Our carbon profile, Company website -

2019 Corporate Governance Statement, Kaitiakitanga -

Managing climate change,

pp44-45, www.mercury.co.nz/

about/leadership-governance/

corporate-governance, www.

mercury.co.nz/about/

sustainability/climate-positive

Process for managing climate-related risksAnnual Report 2019 - Our carbon profile, Company website -

2019 Corporate Governance Statement, Kaitiakitanga -

Managing climate change,

pp44-45, www.mercury.co.nz/

about/leadership-governance/

corporate-governance, www.

mercury.co.nz/about/

sustainability/climate-positive

Integration of the processes for identifying and

assessing climate-related risks into overall risk

management

Annual Report 2019 - Our carbon profile, Company website -

2019 Corporate Governance Statement, Kaitiakitanga -

Managing climate change,

pp42-43, www.mercury.co.nz/

about/leadership-governance/

corporate-governance, www.

mercury.co.nz/about/

sustainability/climate-positive

Performance

indicators and

targets

Metrics and targets used to assess climate-

related risks and opportunities in line with

strategy and risk management process

Annual Report 2019 - Our carbon profilepp44-45

Scope 1, 2 and 3 GHG emissions and any

related risk

Annual Report 2019 - Our carbon profilepp44-45

Targets used to manage climate-related

risks and opportunities and performance

against targets

Annual Report 2019 - Our carbon profilepp44-45

Material TopicsDescriptionLocationBoundaries

EU18Percentage of contractor and subcontractor

employees that have undergone relevant health

and safety training

2596 employees and contractors completed at least one of 1101

health & safety training events during the reporting period

Within and outside the

organisation -

GRI103Management approachOur strategic goals pp26-27Within the organisation

Number of disconnections for non-paymentMercury 0.1%, Industry average 0.4%. Source: Electricity Authority

Information Paper, 30 June 2019. emidatasets.blob.core.

windows.net/publicdata/Datasets/Retail/Disconnections/

Disconnection%20data%20-%20Q1%20March%202019.pdf

Outside the organisation

GRI103Management approachOur strategic goals pp26-27Within the organisation

EU30Average plant availability by energy source and

by regulation regime

During the reporting period hydro generation plant availability

was 87% and geothermal 98%

Within the organisation.

SECTOR SPECIFIC: UTILITIES (CONTINUED)

TASK FORCE FOR CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) INDEX

OUR ANNUAL REPORT 2019

GOVERNANCE AT MERCURY.
We believe high standards of corporate governance with robust

frameworks, policies and processes are fundamental to Mercury’s

foundational pillars and our purpose of inspiring New Zealanders to

enjoy energy in more wonderful ways. Our commitment to the highest

standards of corporate governance underpins our maintaining strong

relationships with our stakeholders, the long-term sustainability of our

business and assets, and our ability to create long-term value. The Board

regularly reviews Mercury’s corporate governance policies and practices

to ensure compliance with NZX and ASX standards (Mercury is an ASX

foreign exempt listed company) as well as reflecting contemporary

corporate governance trends in New Zealand and Australia.

CORPORATE GOVERNANCE HIGHLIGHTS FOR FY2019

Over the reporting period, we focused on the following key corporate

governance activities:

Board composition:

Joan Withers signalled at Mercury’s 2016 Annual Shareholders’

Meeting that this current term on Mercury’s Board would be her last.

In July 2019, the Board appointed Prue Flacks to succeed Joan as

Mercury’s Chair. This was the culmination of a comprehensive Board

skills assessment and succession planning process. Prue will be Chair

of Mercury with effect from the close of the Annual Shareholders’

Meeting on 27 September 2019.

Key transactions:

During FY2019, Mercury considered several key transactions including

our commitment to build the Turitea wind farm, the sale of our

metering division, Metrix, the launch of our new capital bond and our

attempted joint takeover with Infratil of Tilt Renewables. The application

of our corporate governance framework to ensure sound decision

making was an important part of the process for those transactions.

NZX/ASX compliance:

On 17 April 2019 we transitioned to the NZX Listing Rules dated

1 January 2019 following a review of and update to our corporate

governance framework. As part of our commitment to the highest

standards of corporate governance, we opted for early adoption of the

most recent Corporate Governance Principles and Recommendations

(fourth edition) published by ASX in February 2019.

Transparency and accountability:

We reviewed and updated our Market Disclosure Policy to ensure we

continue to meet our commitment to maintaining open and effective

communication with our stakeholders and the market as well as

meeting our disclosure obligations in both New Zealand and Australia.

Mercury’s corporate governance practices comply with the ASX Corporate

Governance Principles and Recommendations (fourth edition) and are in

substantial compliance with the NZX Corporate Governance Code.

The only exceptions relate to: Recommendation 3.3 (Remuneration

Committee), where the governance of remuneration at Mercury is split

between the PPC for executive and general remuneration, and the

Nominations Committee for director remuneration; Recommendation

3.6 (Takeover Protocol), which is a result of our Crown majority ownership;

and Recommendation 8.5 (Notice of Meeting), where our 2018 Notice of

Meeting was sent to shareholders later than anticipated in order to allow

time to consult with stakeholders on the subject matter of the Notice of

Meeting. These exceptions are explained in our full Corporate Governance

Statement, available in the Corporate Governance section of our website

at www.mercury.co.nz.

We have also reviewed the guidelines and principles from the International

Corporate Governance Network (ICGN) Global Governance Principles,

the International Finance Corporation (IFC) Global Corporate Governance

Forum and the OECD and we consider our practices and procedures

substantially reflect these guidelines. BlackRock, as a fiduciary to its

clients, undertakes investment stewardship activities which are focused on

protecting and enhancing the economic value of the companies in which

it invests on behalf of those clients. As part of those activities, BlackRock

has established the BlackRock Corporate Governance Guidelines and

Engagement Principles, which sets out its view of best-practice corporate

governance. We have considered our corporate governance framework

and performance against the BlackRock Corporate Governance Guidelines

and Engagement Principles published early in 2019 and consider that we

are generally consistent with those guidelines.

In the following section, we give an overview of our Board composition and

experience, how we manage risks, our commitment to acting ethically and

responsibly, our approach to privacy and to inclusion and diversity.

Shareholders

Chief Executive

Executive Management Team

Risk Assurance &

Audit Committee

People & Performance

Committee

Nominations

Committee

MERCURY BOARD

MERCURY PEOPLE

Contribution to Governance - John Hawkins

Mercury wishes to take this opportunity to acknowledge the contribution of John Hawkins to New Zealand’s corporate governance fabric. John retired

as Chair of the New Zealand Shareholders’ Association Inc. in April 2019 after 14 years with the organisation. John leaves a fine legacy for the more than

1,500 members of the association and for corporate governance generally, most notably for establishing under his guidance the Framework for Reporting

of CEO Remuneration and, most recently, standing proxies.

GOVERNANCE102 // 103

MERCURY’S BOARD
Composition and characteristics

The Board currently comprises eight directors: Joan Withers, Prue Flacks,

Andy Lark, James Miller, Keith Smith, Scott St John, Patrick Strange and

Mike Taitoko. As at 30 June 2019, the Chair was Joan Withers. From the

close of our Annual Shareholders’ Meeting on 27 September 2019, Joan

will be succeeded as Chair by Prue Flacks. Each of the directors is non-

executive and independent. Details of our directors are available in the

Leadership section of our website.

The Board has been a long-standing supporter of the Institute of

Directors’ Future Directors Programme and has to-date offered three

appointees valuable experience sitting at the board table for 12 or more

months. This programme provides future directors with exposure to real-

life governance in action and also valuable mentorship with the aim of

increasing the pool of board-ready new directors in New Zealand. Our third

and current future director, Anna Lissaman, will conclude her 18-month

tenure on 31 December 2019. Anna participates in discussions in all Board

meetings and is invited to all Committee meetings, although 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.

Independence and conflicts

All Mercury directors are considered by the Board to be “independent”

directors in that they are non-executive directors who are not substantial

shareholders and who are free of any interest, business or other

relationship that would materially interfere with, or could reasonably

be seen to materially interfere with, the independent exercise of their

judgement. No director has been employed or retained, within the last

three years, to provide material professional services to Mercury. Within

the last 12 months, no director was a partner, director, senior executive or

material shareholder of a firm that provided material professional services

to Mercury or any of its subsidiaries. No director has been, within the

last three years, a material supplier to Mercury or has any other material

contractual relationship with Mercury or another group member other

than as a director of Mercury. No director receives performance-based

remuneration from, or participates in, an employee share scheme of

Mercury. No director controls, or is an executive or other representative of

an entity which controls, 5% or more of Mercury’s voting securities.

The Chief Executive is not a director of Mercury.

Our Board characteristics are set out in the diagram on the following page.

Committees

The Board has three standing committees: the Risk Assurance & Audit

Committee (RAAC), the People & Performance Committee (PPC) and

the Nominations Committee. Each Committee focuses 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, the Board does not have a separate Remuneration

Committee. Instead, 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. During the reporting

period, the members of the Committees were as follows:

CommitteeMembersRoles and Responsibilities

Risk Assurance &

Audit Committee

Keith Smith (Chair), James Miller and

Patrick Strange. Joan Withers was also a

member by virtue of her position as Board Chair

Overseeing, reviewing and advising the Board on Mercury’s:

• risk management policies and processes (which includes oversight of health

and safety assurance and climate-related risks and opportunities);

• internal control mechanisms and internal and external audit functions;

• compliance policies and processes; and

• financial information prepared by management for publication.

People &

Performance

Committee

Prue Flacks (Chair), Andy Lark, Mike Taitoko and

Scott St John. Joan Withers was also a member

by virtue of her position as Board Chair

Assisting the Board to fulfil its People and Performance

responsibilities relating to:

• Mercury’s people and performance strategy and plan;

• the remuneration and performance of the Chief Executive and EMT; and

• People and Performance policies and practices.

Nominations

Committee

Joan Withers (Chair), Prue Flacks and

James Miller

Identifying people with the necessary expertise, experience, diversity and

perspectives for selection as potential directors to be nominated for election at

the next Annual Shareholders' Meeting or to fill a casual vacancy on the Board.

The Nominations Committee also makes recommendations to the Board on

any proposal relating to director remuneration to be put to shareholders.

OUR ANNUAL REPORT 2019

BOARD CHARACTERISTICS
GOVERNANCE AT MERCURY (CONTINUED)

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 on a regular basis whether additional standing or ad hoc

committees are required. During the year ended 30 June 2019, the Board

established three temporary committees for discrete projects.

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 Mercury’s Board to be

in the top tier, holding many strong attributes including highly relevant

board capability and governance processes. Some opportunities were

identified for Board focus to maintain and extend that performance.

As at 30 June 2019, a Board performance review was underway with the

assistance of an external facilitator, and the results will be reported to the

Board in September 2019. The Board also completed a comprehensive

analysis of the skills of the Board during the reporting period.

C

U

S

T

O

M

E

R

P

A

R

T

N

E

R

S

H

I

P

S

K

A

I

T

I

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K

I

T

A

N

G

A

P

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O

P

L

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C

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M

M

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C

I

A

L

Retail, marketing and brand experience

Male Female

Regulatory knowledge and experience

Government relationships

Shareholder/investment community

Iwi relationships/connectivity

Natural resource management

(including climate change)

relationships

Large company leadership experience

Digitisation/technology

Electricity industry operational experience

100%

50%

50%

25%

25%

75%

75%

0-3 years

3-6 years

6+ years

Human resources, health and

safety experience

Governance experience

Australian energy market experience

Finance/accounting/audit/committee/

risk management experience

Business strategy experience

Innovation and growth, entrepreneurship

Commodity or financial markets trading

100%

S

K

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0%

GOVERNANCE104 // 105

SKILL ATTRIBUTEJoan
Withers

Andy

Lark

James

Miller

Mike

Taitoko

Patrick

Strange

Prue

Flacks

Keith

Smith

Scott

St John

Customer

Retail, marketing and brand experience

Senior experience in retail, marketing and brand development as we

seek to positively differentiate our offering

Partnerships

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

Government relationships

An understanding of the functioning of government and experience

developing and maintaining constructive relationships and

interactions with government and regulators

Shareholder/investment community relationships

Experience in and understanding of shareholder and investment

community concerns and developing constructive relationships

Iwi relationships/connectivity

An understanding and appreciation of Māori culture, the ability

to build and foster deep trusting relationships with iwi and a deep

connection with iwi concerns and aspirations

Kaitiakitanga

Electricity industry operational experience

Senior executive experience within the electricity industry, together

with a deep understanding of operational excellence

Natural resource management (including climate change)

Familiarity with issues associated with natural resources including

climate change and living our value of kaitiakitanga

Primary skillsSecondary skills

The table below highlights those skills that the Board considers are required for governance. This aligns with Mercury’s commitments to our foundational

pillars and strategy for creating long-term value for our shareholders.

Table continued on next page.

OUR ANNUAL REPORT 2019

SKILL ATTRIBUTEJoan
Withers

Andy

Lark

James

Miller

Mike

Taitoko

Patrick

Strange

Prue

Flacks

Keith

Smith

Scott

St John

People

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

Large company leadership experience

Sustainable success in business at a senior executive level

Digitisation/technology

A detailed understanding of ICT and disruptive technologies and

their potential impact to provide our customers with choice and

freedom

Commercial

Governance experience

Commitment to the highest standards of governance and an ability

to assess the effectiveness of senior management

Australian energy market experience

Familiarity with the Australian energy market and the opportunities

and challenges of doing business in that market

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

Business strategy experience

A track record of developing and implementing a successful and

sustainable strategy

Innovation and growth, entrepreneurship

A track record of demonstrated entrepreneurship 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

Primary skillsSecondary skills

GOVERNANCE AT MERCURY (CONTINUED)

GOVERNANCE106 // 107

ACTING ETHICALLY AND RESPONSIBLY
At Mercury, all our people strive to do what’s right. Our Mercury Code

ensures that our people know what the ‘right thing to do’ is. The Mercury

Code documents the behaviours we require to embed and sustain our

culture to successfully deliver our strategy and achieve 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. Our Supplier

Guiding Principles set out the way we work with our suppliers and what

we expect from our suppliers in return. Our Supplier Guiding Principles

set out our commitments to treating people fairly, promoting 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 our 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 our 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. This includes

assessing and managing climate-related 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. This approach is consistent

with the precautionary principle.

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 to achieve our 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 independent auditor of Mercury and

each of its subsidiaries (together, the “Group”), under the Public Audit

Act 2001. The Auditor-General has appointed Lloyd Bunyan of Ernst &

Young to carry out the FY2019 audit on his behalf. The NZX Listing Rules

require rotation of the key audit partner at least every five years. The

provision of external audit services is guided by our 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 our

shareholders to answer questions relevant to the audit.

AT MERCURY, ALL

OUR PEOPLE STRIVE

TO DO WHAT’S RIGHT.

OUR MERCURY CODE

ENSURES THAT OUR

PEOPLE KNOW WHAT

THE ‘RIGHT THING TO

DO’ IS.

OUR ANNUAL REPORT 2019

PRIVACY
Mercury has a comprehensive Privacy Policy and robust privacy

framework. Our objective is to ensure that personal information in our

care is managed carefully and respectfully. Privacy risk is managed within

our risk management framework. Our General Counsel is also Mercury’s

Privacy Officer and is responsible for implementing our Privacy Policy,

promoting awareness of privacy matters, monitoring matters on a day-

to-day basis, and escalating matters as required to our Chief Executive,

with notification to the Risk Management Committee. Privacy issues are

reported to the Risk Management Committee on a quarterly basis.

We consider the establishment and maintenance of a culture of privacy

to be an important part of our privacy framework. Employees and fixed-

term contractors are required to complete Privacy Act training within a

certain period of joining Mercury and to update that training annually.

Business units that process personal information have Business Privacy

Leads who champion privacy within their business unit. Recognising that

mistakes are sometimes made, our processes for dealing with privacy

breaches include escalation and assessment procedures and require the

development of plans to prevent similar breaches occurring in the future.

Our Privacy Policy is reviewed as required and at least every two years.

INCLUSION AND DIVERSITY

Mercury embraces and celebrates diversity in all its forms. A key element

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. A copy of this policy is available in the

Corporate Governance section of our website.

Mercury’s approach to inclusion and diversity focuses on gender, age,

ethnicity, sexual orientation, inclusion 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; and

• attracting and retaining 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.

GOVERNANCE AT MERCURY (CONTINUED)

GOVERNANCE108 // 109

Our performance against measurable objectives set by the Board is set out below:
Area of focusObjectiveTargetActual

GenderImprove representation of women at

senior leadership levels.

20202021202220182019

Employees41%43%45%Employees41%41%

Leaders33%34%35%Leaders30%33%

EMT33%33%33%EMT22%22%

Board33%33%33%Board25%25%

Ensure that everyone is rewarded fairly

for their work, regardless of gender.

Targeting between 97% and 103% ratio on

average over time.

Actual as at 30 June 2019 across all bands,

excluding EMT = 93% – 101%.

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 42,

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.

Ensure that our leadership reflects the

diversity of our teams.

Ethnicity202020212022EthnicityMercury

2019

Ethnicity*

NZ

Population

2013 Census

Māori

Employees

People Leader


6%

4%


6%

5%


7%

6%

Māori

Employees

People Leader


5.0% (39)

3.3% (5)

13%

Pacific

Employees

People Leader


9%

4%


9%

4%


10%

5%

Pacific

Employees

People Leader


7.7% (60)

2.0% (3)

7%

Asian

Employees

People Leader


22%

11%


22%

11%


23%

13%

Asian

Employees

People Leader


21.4% (166)

10.0% (15)

9%

Increase representation of team member and

people leader across targeted ethnic groups –

Māori, Pacific and Asian.

Benchmark against National Statistics (Census

data) that show the ethnicity of the population

and communities that we work in.

Targets will be reviewed year-on-year, taking into

consideration workforce impacts associated with

digitalisation and automation and the available

tertiary-qualified talent pool.

* Employee data, as at 1 July 2019, from

Mercury's payroll system provides the baseline

benchmark of self-identified ethnicity.

InclusionEnsure that our team are supported

to do their best work and they engage

fully as part of our team.

** Setting a new baseline in 2019 with

improvements monitored year-on-year.

Targeting better performance than the external

benchmark.

In response to our 2019 Employee

Engagement Survey, 80% of employees

confirmed that people from all backgrounds

have equal opportunities to succeed at

Mercury, compared with 2019 Global Inclusion

Benchmark of 76%.

FlexibilityFacilitate flexible workplace

arrangements to enable employees to

balance responsibilities appropriately.

** Setting a new baseline in 2019 with

improvements monitored year-on-year.

Targeting better performance than the external

benchmark.

In response to our 2019 Employee

Engagement Survey, 74% of employees

confirm that they are genuinely supported if

they choose to make use of flexible working

arrangements, compared with 2019 Oceania

Large Organisations Benchmark of 70%.

* Mercury 2019 ethnicity data based on self-identified ethnicity responses captured in Mercury’s payroll system.

** In FY2019, Mercury changed to a different employee engagement survey provider from that used in FY2018.

As at 30 June 2019, the proportion of women on the EMT (including the

Chief Executive) was 22%, or two out of nine (as at 30 June 2018 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 2018

this was 25%, or two out of eight). Our Future Director is a woman.

The Board believes that for this reporting period Mercury has made

progress towards achieving our inclusiveness and diversity objectives and

against our Inclusion and Diversity Policy generally. However, the Board

notes that continued focus is required in order for us to achieve our 2020

gender diversity targets.

OUR ANNUAL REPORT 2019

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 2019 (FY2019).

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

of this annual report.

In FY2019 the Board undertook a comprehensive review of the

remuneration framework for Mercury’s executives. The review concluded

a mix of fixed remuneration, short-term incentive and long-term incentive

continues to be appropriate to achieve the company’s aims of attracting

and motivating high-calibre employees, and promoting values and

behaviours to support customer centricity and sustainable growth in

shareholder value. The Board has also introduced minimum executive

shareholding guidelines, acknowledging the importance of aligning

executive interest with the long-term interests of shareholders.

As legislative changes impacted the effectiveness of the current LTI

scheme, a new LTI scheme has commenced with effect from FY2020.

The Board believes the new scheme is consistent with Mercury’s objectives

for executive remuneration and is simpler and easier to administer. Details

of the scheme are outlined further in this report.

PRUE FLACKS

CHAIR, PEOPLE & PERFORMANCE COMMITTEE

EXECUTIVE REMUNERATION

Mercury’s remuneration policy for the Executive Management Team (EMT)

is founded on three guiding principles:

• remuneration is aligned to long-term sustainable shareholder value;

• remuneration for individuals will reflect the level of performance and

delivery of successful outcomes; and

• simplicity over complexity will be reflected in the design.

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 predetermined financial and non-financial objectives.

Mercury’s remuneration philosophy is to pay for performance and there

is an opportunity for executives 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 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

party, PwC. 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's

management and provided by Ernst and Young.

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 FY2019 the relevant target percentage

for the Chief Executive was 50% and for all the other executives it was

30% to 35%.

A proportion (70% for the Chief Executive and 50% for other EMT

members) of the STI is related to a shared set of Key Performance

Indicators (KPIs) based on business priorities for the next 12 months, with

the objective of aligning the EMT’s focus with the company’s priorities.

The shared KPIs in FY2019 covered the areas of Commercial, People,

Customer, Partnerships and Kaitiakitanga with respective weightings

applied across areas as outlined below. The Commercial 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 FY2020 the weightings have been adjusted as shown.

DIRECTOR AND EXECUTIVE

EMPLOYEE REMUNERATION.

110 // 111REMUNERATION REPORT

PillarFY2019 Weighting %FY2020 Weighting %
Customer2020

Partnerships1015

Kaitiakitanga 1010

People3025

Commercial: EBITDAF

1

3030

Note 1: EBITDAF is normalised for positive and negative annual variations in Waikato hydro generation.

For FY2019 there are three performance levels within each pillar area:

‘threshold’, ‘on-target’ and ‘stretch’. The stretch performance levels allow

employees to be rewarded for exceptional performance. The maximum

amount of an STI payment for an EMT member was 178% of the STI

on-target amount.

The balance of the STI for the Chief Executive is related to individual

performance measures set by the Board. In the case of other EMT

members, the balance is related to business unit and individual

performance measures.

In the event all five performance thresholds are not met for the Group

KPIs, no STI payment will be made.

The Board retains discretion to ensure the final outcome of STI payments

fairly reflects performance over the relevant financial year.

LONG-TERM PERFORMANCE

INCENTIVES TO FY2021 VESTING

LTIs are at-risk payments designed to align the reward of certain

executives with the enhancement of shareholder value over a multi-year

period.

Under the current LTI plan, 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. 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 total shareholder return (TSR)

relative to the NZX 50 and is subject to a gate that Mercury’s TSR over

that period must be at least positive; and

• 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 FY2019 grant period commencing 1 July 2018, the value

represented between 27% to 40% of an executive’s base salary as at

that date.

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.

NEW LONG-TERM INCENTIVE

PLAN FROM FY2022 VESTING

The new LTI plan commencing 1 July 2019 is a dividend-protected share

rights plan. It has been designed to better deliver on the purpose of the

LTI scheme to motivate, retain and align the efforts of the executives as

well as being simpler and more administratively efficient than the previous

LTI plan. Under the new LTI plan, executives are granted a number of

share rights determined by dividing the face value of the grant by the

value of one Mercury share at the date of the grant. At vesting, subject

to meeting the performance hurdles, each share right is converted to

one ordinary share. The executive may also receive additional shares

representing the value of dividends paid over the vesting period. The

executive is liable for tax on the shares received at this point. Under the

new plan, grants will continue to be made annually with performance

measured over a three-year period.

Each grant under the new LTI plan also has two tranches with different

performance hurdles:

• 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; and

• 50% of the grant is based on Mercury’s absolute TSR against the

company’s cost of equity over the vesting period, plus 1%.

The Board retains discretion over the final outcome for both LTI plans, to

allow appropriate adjustments where unanticipated circumstances may

impact performance, positively or negatively, over a three-year period.

OUR ANNUAL REPORT 2019

CHIEF EXECUTIVE'S REMUNERATION
Chief Executive's remuneration (FY2019 and FY2018)

Salary $Benefits

3

$Subtotal $Pay for performance $Total remuneration $

STILTISubtotal

FY20191,124,214

2

57,4331,181,647614,079179,989794,0681,975,715

FY20181,108,655

2

62,1001,170,755632,5280632,5281,803,283

Note 2: Actual salary paid includes holiday pay paid as per NZ legislation. The base salary for both FY2018 and FY2019 was $1,054,212.50.

Note 3: Benefits include KiwiSaver and insurance.

Five-year summary – Chief Executive's remuneration

Total

remuneration

paid

4

$

Percentage

STI against

maximum

6

%

Percentage

vested LTI against

maximum %

Span of LTI

performance

period

Chief Executive –

Fraser WhinerayFY20191,975,71565502016 – 2019

FY20181,803,2836702015 – 2018

FY20171,881,19263982014 – 2017

FY20161,501,43457782013 – 2016

FY20151,427,932471002013 – 2015

Chief Executive –

Doug HeffernanFY20151,985,791871002011 – 2014

5

Note 4: Total remuneration paid including Salary, Benefits, STI and LTI payments.

Note 5: LTI and STI payments for FY2014 are included in the FY2015 year as schemes ended 31 August 2014.

Note 6: Maximum STI was 178% of ‘on-target’ performance pay.

Breakdown of Chief Executive's pay for performance (FY2019)

DescriptionPerformance measuresPercentage achieved %

STI

7

Set at 50% of base salary. Based on a

combination of key financial and non-

financial performance measures

70% based on the five Company Shared KPIs

(see table above for weightings)

115

20% based on individual measures120

10% based on business KPIs (for Chief Executive only)120

LTI

7

Shares issued and rewarded under the

long term incentive scheme. Shares issued

1 July 2016 at $359,975 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

100

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

0

Note 7: The above STI and LTI payments for FY2019 will be paid in FY2020.

DIRECTOR AND EXECUTIVE EMPLOYEE REMUNERATION (CONTINUED)

112 // 113

REMUNERATION REPORT

Five-year summary – TSR Performance (company vs peer)
0

10

20

30

50

40

30 June

2015

30 June

2016

30 June

2017

30 June

2018

30 June

2019

TSR %

Mercury

Peer

NZX 50

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 FY2019, the company’s

contribution was $52,702.

FY2020 CHIEF EXECUTIVE'S REMUNERATION STRUCTURE

The Board has elected, in the interests of transparency, to disclose in advance the structure and package that will apply for FY2020.

FY2020Base Salary $Benefits

8

$Subtotal $Pay for performance 'on-target' $Total remuneration $

STILTI granted

9

Subtotal

Chief Executive1,085,83935,6371,121,476542,919434,33697 7, 2552,098,731

Note 8: Benefits include KiwiSaver and insurance.

Note 9: This LTI is granted in FY2020 and if hurdles are met, paid in shares in 2022. The LTI tranche which has the potential

to vest in FY2020 was worth at grant $368,974 and dates from FY2018 to FY2020.

For reference:

On 19 July Fraser Whineray was appointed to the Board of Tilt Renewables Ltd as a Director. For details of remuneration refer to Tilt Renewables annual report.

Chief Executive's remuneration performance pay for FY2020

$0

$500

$1,000

$1,500

$2,000

$2,500

$000

FixedOn-targetMaximum

Long Term Incentives Granted (2022 vesting)

Annual Variable

Base Salary & Benefits

CHIEF FINANCIAL OFFICER'S 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 FY2019, the Chief Financial Officer received remuneration totalling $721,968. This amount included a $189,025 STI payment for FY2018

paid in FY2019, with the remaining $532,943 being a combination of fixed remuneration and benefits. No LTI payment was received for

FY2018, which would have been paid in FY2019.

OUR ANNUAL REPORT 2019

SHARE OWNERSHIP
The Chief Executive and Chief Financial Officer’s ownership of shares as at 30 June 2019 are:

Executive

Number of shares owned (excludes shares held in

trust for the LTI scheme)

Change in shares owned

from 30 June 2018

Chief Executive233,351

10

0

Chief Financial Officer245,4750

Balance of EMT

11

152,3050

Note 10: The Chief Executive’s shares are held in family trust.

Note 11: Balance of shares owned by other EMT members, and excludes shares owned by the Chief Executive and Chief Financial Officer.

EMPLOYEE REMUNERATION

The Group paid remuneration in excess of $100,000 including benefits to 400 employees

(not including directors) during the FY2019 year in the following bands:

Remuneration band

12

Currently employedNo longer employedTotal

$100,001-$110,000541266

$110,001-$120,00062668

$120,001-$130,00049453

$130,001-$140,00039342

$140,001-$150,00035237

$150,001-$160,00021122

$160,001-$170,0009211

$170,001-$180,0001717

$180,001-$190,0001010

$190,001-$200,00088

$200,001-$210,00012113

$210,001-$220,00077

$220,001-$230,00066

$230,001-$240,00077

$240,001-$250,000112

$250,001-$260,00033

$270,001-$280,00033

$280,001-$290,00022

$290,001-$300,00033

$310,001-$320,000213

$320,001-$330,000314

$330,001-$340,00011

$340,001-$350,00022

$360,001-$370,00011

$440,001-$450,00011

$500,001-$510,00022

$560,001-$570,00011

$570,001-$580,00011

$600,001-$610,00011

$610,001-$620,00011

$720,001-$730,00011

$1,810,001-$1,820,00011

Total36535400

Note 12: The remuneration bands above include all Metrix employees who transferred

on the sale of the Metrix business and include two employees who received

redundancy payments in FY2019.

The total remuneration ratio for FY2019 between

employee (median) and Chief Executive was 1:24. The

ratio of employee (median) remuneration and Chief

Executive base salary was 1:14. Note: For the ease of data

collection, these ratios are based on actual remuneration

paid in FY2019 for employees and the Chief Executive.

Therefore, the Chief Executive’s remuneration for these

ratios differs from the remuneration reported earlier.

DIRECTOR AND EXECUTIVE EMPLOYEE REMUNERATION (CONTINUED)

114 // 115

REMUNERATION REPORT

DIRECTOR 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. These fees are set taking into account

independent remuneration benchmarking advice and after consultation with key stakeholders. 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 2019 and received the following remuneration

during the period. The number of meetings and attendance rate by director during the year to 30 June 2019 was as follows:

DirectorBoard

Risk Assurance &

Audit Committee

People &

Performance Committee

Nominations

CommitteeOther

13

Total

14

No. of meetings1044220

Fees $

Meetings

Attended Fees $

Meetings

Attended Fees $

Meetings

Attended Fees $

Meetings

Attended FeesFees $

Joan Withers

(Chair)

180,000

(Chair)

15

1043 (Chair)2180,000

Prue Flacks98,00010

20,000

(Chair)

44,0002122,000

Andrew Lark98,000108,0004106,000

James Miller98,0001010,00044,00025,500

13

117,500

Keith Smith98,00010

26,000

(Chair)

4124,000

Patrick Strange98,0001010,0004108,000

Mike Taitoko98,00098,0003106,000

Scott St John98,000102

16

8,667

17

4106,667

Total866,00046,00044,6678,0005,500970,167

Note 13: James Miller received a one-off payment for due diligence committee attendances in connection with the recent capital bond issue. There were two other temporary

Board committees established during the reporting period. There were no fees paid for attendances in relation to those committees.

Note 14: Disclosure Committee is not reported on as these occur as adhoc and on an as required basis.

Note 15: Joan Withers’ fees cover attendance at all Committee meetings.

Note 16: Scott St John attended as an observer of annual accounts review.

Note 17: Scott St John’s PPC fees include a PPC meeting attendance during FY2018, which was paid during FY2019.

For reference:

Future Director Anna Lissaman was paid $20,000 in FY2019.

OUR ANNUAL REPORT 2019

Joan Withers
The Warehouse Group LimitedChair

ANZ Bank New Zealand LimitedDirector

The Louise Perkins Foundation (Sweet Louise)Trus tee

Economic Development Challenge GroupMember

On Being Bold LimitedDirector

Auckland Mayoral Advisory GroupMember

Prue Flacks

Bank of New Zealand LimitedDirector

Planboe Limited

2

Director

Chorus LimitedDirector

Queenstown Airport Corporation LimitedChair

Andy Lark

SLI Systems LimitedDirector

Group LarkChair

Foxtel Limited

2

Chief Marketing and

Digital Officer

James Miller

NZX LimitedChair/Shareholder

ACC

3

Deputy Chair

Auckland International Airport LimitedDirector/Shareholder

St Cuthbert’s College Trust BoardTrus tee

The New Zealand Refining Company Limited

1

Director

ACC Board Investment Committee

1

Chair

Keith Smith

Healthcare Holdings Limited and subsidiaries

and associates

Chair

Enterprise Motor Group Limited and

subsidiaries

Chair

Mobile Surgical Services Limited and

subsidiaries

Chair

Goodman (NZ) Limited and subsidiariesChair

The Warehouse Group Limited and subsidiariesDeputy Chair

H J Asmuss & Co LimitedChair

Community Financial Services LimitedDirector

Electronic Navigation Limited and subsidiaries

2

Director

Westland Dairy Cooperative LimitedDirector

Harpers Gold Limited and subsidiariesDirector/Shareholder

Cornwall Park Trust BoardTrus tee

Sir John Logan Campbell Residuary EstateTrus tee

Advisory board of Tax Traders Limited (formerly

The New Zealand Tax Trading Company)

Member

Anderson & O’Leary LimitedChair

Tree Scape LimitedDirector

Tilt Renewables LimitedShareholder

Scott St John

Fisher & Paykel Healthcare Corporation LimitedDirector/Shareholder

Fonterra Cooperative Group Limited Director

Fonterra Shareholders Fund

2

Director

Next Foundation (and associated entities)Director

Te Awanga Terraces LimitedDirector

First NZ Capital Holdings Limited

2

Director

University of Auckland (and trustee Butland

Medical Foundation)

Chancellor

St John Family Trust

1

Trus tee

Macleod Trust

1

Trus tee

Patrick Strange

Chorus LimitedChair

Essential Energy, NSWDirector

NZX Limited

2

Director

Auckland International Airport Limited

4

Chair

Waitahoata Farms Limited

2

Director

Mike Taitoko

Waiora Consulting LimitedDirector/Shareholder

Takiwa Limited (formerly Waiora Pacific

Limited)

Director/Shareholder

Bioresource Processing Alliance

2

Director

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

Member

Data Commons Platform Limited

1

Director

1. Entries added by notices given by the directors during the year ended

30 June 2019.

2. Entries removed by notices given by the directors during the year ended

30 June 2019.

3. Previous entry of director amended to Deputy Chair during the year ended

30 June 2019.

4. Previous entry of director amended to Chair during the year ended

30 June 2019.

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 2019; these do not include payments by the Company to Directors (which are included

in the Director and Executive Employee Remuneration section of this report):

116 // 117DISCLOSURES

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

Pursuant to section 148 of the New Zealand Companies Act 1993, there have been no acquisitions and disposals of relevant interests in shares during the

period to 30 June 2019.

Disclosure of Directors’ Interests in Mercury’s Securities

Directors disclosed the following relevant interests in Mercury’s securities as at 30 June 2019:

Director

Number of shares

in which a relevant

interest is held

Change since

30 June 2018Number of bonds

Joan Withers39,900––

Prue Flacks23,474–40,000

1

Andy Lark3,300––

James Miller40,320––

Keith Smith27,868––

Scott St John 13,000––

Patrick Strange14,160––

Mike Taitoko2,200––

1. MCY010 capital bonds were redeemed in full by the company on 11 July 2019.

OUR ANNUAL REPORT 2019

Twenty largest registered shareholders as at 30 June 2019
1

Name

Number

of shares

% of shares

2

Her Majesty The Queen in Right of New Zealand 716,140,52851.15

HSBC Nominees (New Zealand) Limited 76,416,6265.45

Mercury NZ Limited 37,7 11,584

3

2.69

Citibank Nominees (New Zealand) Limited35,07 7,6982.50

HSBC Nominees (New Zealand) Limited A/C State Street 32,802,8512.34

JP Morgan Chase Bank NA NZ Branch-Segregated Clients ACCT 27,108,7291.93

Accident Compensation Corporation21,535,8911.53

HSBC Custody Nominees (Australia) Limited 17,501,6161.25

Forsyth Barr Custodians Limited 17, 2 12,0821.22

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited16,580,7901.18

National Nominees New Zealand Limited15,430,9741.10

Generate Kiwisaver Public Trust Nominees Limited13,187,4910.94

JBWere (NZ) Nominees Limited9,924,4870.70

BNP Paribas Nominees (NZ) Limited8,581,1100.61

BNP Paribas Nominees (NZ) Limited7,752,3650.55

FNZ Custodians Limited 7,617,7410.54

Custodial Services Limited7,208,4550.51

Citicorp Nominees Pty Limited 7,174,43 40.51

New Zealand Depository Nominee Limited7,086,5380.50

JP Morgan Nominees Australia Limited 6,547,5730.46

Total1,088,599,5637 7.66

1. As required by the NZX Listing Rules, NZCSD holdings are now included above and not detailed separately.

2. Percentage calculated on the basis of Mercury having 1,400,012,517 ordinary shares on issue as at 30 June 2019,

which included 37,711,584 ordinary shares held as treasury shares.

3. Held as treasury shares.

Distribution of shareholders and holdings as at 30 June 2019

Size of holding

Number of

shareholders

% of

shareholders

Number of

shares

Holding

quantity %

1 to 1,00029,92636.9620,809,8041.49

1,001 to 5,00040,31349.7993,814,6526.70

5,001 to 10,0006,8468.4650, 367, 2873.60

10,001 to 100,0003,7664.6577,506,9365.54

100,001 and above 1160.141,157,513,83882.68

Total80,9671001,400,012,517100

Substantial product holders as at 30 June 2019

Class of securities

Number of securities

in substantial holding

Total number of

securities in class

Her Majesty The Queen in Right of New ZealandOrdinary shares732,789, 318

1

1,400,012,517

2

1. This comprises (a) 716,140,528 shares held by the Crown on its own account; (b) 16,580,790 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 2019, Mercury had 1,400,012,517 ordinary shares on issue, which included 37,711,584 ordinary shares held as treasury shares.

SECURITY HOLDER INFORMATION.

SHAREHOLDER INFORMATION

118 // 119DISCLOSURES

BONDHOLDER INFORMATION
Twenty largest registered bondholders as at 11 July 2019

1

The table below sets out the twenty largest registered bondholders of Mercury's 300,000,000 capital bonds that were issued on 11 July 2019 following

Mercury's full redemption on the same date of 300,000,000 capital bonds that had previously been quoted on the NZX under the ticker code "MCY010."

These 300,000,000 capital bonds are quoted on the NZX (NZX ticker code "MCY020").

Name

Number of

capital bonds

% of capital

bonds

2

Forsyth Barr Custodians Limited82,438,00027.4 8

JBWere (NZ) Nominees Limited35,514,00011.84

FNZ Custodians Limited 14,165,0004.72

Custodial Services Limited13,569,0004.52

Custodial Services Limited13,271,0004.42

Custodial Services Limited10,046,0003.35

National Nominees New Zealand Limited7,500,0002.50

Investment Custodial Services Limited6,618,0002.21

Forsyth Barr Custodians Limited5,801,0001.93

Custodial Services Limited5,104,0001.70

Generate Kiwisaver Public Trust Nominees Limited5,000,0001.67

Custodial Services Limited4,595,0001.53

Sterling Holdings Limited3,804,0001.27

New Zealand Methodist Trust Association 3,155,0001.05

Best Farm Limited2,900,0000.97

Custodial Services Limited2,853,0000.95

Private Core Income Portfolio2,750,0000.92

John Culyer Wigglesworth & Dennis James Munn

& Sondra Wigglesworth <J C Wigglesworth Family A/C>

2,100,0000.70

The Tindall Foundation Inc1,800,0000.60

JBWere (NZ) Nominees Limited1,750,0000.58

Total224,733,00074.91

1. As required by the NZX Listing Rules, NZCSD holdings are now included above and not detailed separately. These capital bonds

were issued on 11 July 2019 and quoted on 12 July 2019.

2. Percentage calculated on the basis of Mercury having 300,000,000 capital bonds on issue as at 11 July 2019.

Distribution of bondholders and holdings as at 11 July 2019

1

Size of holding

Number of

capital bondholders

% of capital

bondholders

Number of

capital bonds

Holding

quantity %

1 to 5,000915.28455,0000.15

5,001 to 10,00028016.262,724,0000.91

10,001 to 100,0001,22371.0242,860,00014.29

100,001 and above 1287.43253,961,00084.65

Total1,722100300,000,000100

1. These capital bonds were issued on 11 July 2019 and quoted on 12 July 2019.

OUR ANNUAL REPORT 2019

STOCK EXCHANGE LISTINGS
Mercury NZ Limited (referred to in this section as "Mercury" or "the

Company") is listed on the New Zealand stock exchange and as an ASX

Foreign Exempt Listing on the Australian stock exchange.

In New Zealand, Mercury 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'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 Mercury'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 2019 financial year, being 30 June 2019: Joan Withers,

Prue Flacks, James Miller, Mike Taitoko, Keith Smith, Patrick Strange,

Andy Lark and Scott St John.

SUBSIDIARY COMPANIES

The following persons held office as directors of subsidiaries of Mercury

NZ Limited during FY2019

1

:

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

Mercury SPV Limited (formerly Metrix

Limited)

Fraser 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 DISCLOSURES.

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

Nicholas Clarke

Mana Newton

Natasha Strong

Mark Thompson

Michael Stevens

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

Mercury Solar LimitedFraser Whineray

William Meek

Tony Nagel

What Power Crisis (2016) LimitedFraser Whineray

William Meek

Tony Nagel

Metrix Limited

2

Fraser Whineray

3

William Meek

3

Tony Nagel

3

1. Mercury Drive Limited was incorporated on 1 July 2019, which was outside of this

reporting period. The directors of Mercury Drive Limited are Fraser Whineray,

William Meek and Tony Nagel.

2. Metrix Limited was incorporated on 13 December 2018 and was transferred

pursuant to Mercury’s sale of the Metrix business, which completed on 1 March

2019. Metrix Limited is, therefore, no longer a subsidiary of Mercury.

3. Directors who have resigned during FY2019.

120 // 121DISCLOSURES

WAIVERS FROM THE NEW ZEALAND AND
AUSTRALIAN STOCK EXCHANGES

ASX

ASX has granted Mercury NZ Limited (referred to in this section as

"Mercury" or "the Company") waivers in respect of the ASX Listing

Rules to allow Mercury's Constitution to contain provisions reflecting the

ownership restrictions imposed by the New Zealand Public Finance Act

1989 ("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 Mercury are

no longer relevant following the change to the Company’s admission

category to an ASX Foreign Exempt Listing in February 2016. 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 Mercury to enforce the 10% limit; and

• enabling Mercury to prevent shareholders who acquired shares under

the General Offer and are not New Zealand applicants from transferring

those shares and to enable Mercury to sell those shares.

NZX

The Company transitioned to the new NZX Listing Rules dated 1 January

2019 on 17 April 2019, and has relied on the class waivers and rulings granted

by NZX Regulation on 19 November 2018 in relation to the transition.

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 Mercury.

Rights and privileges

Under the Constitution and the New Zealand 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

the Company reports sent to shareholders generally; and

OTHER DISCLOSURES.

• exercise the other rights conferred upon a shareholder by the

Companies Act and the Constitution.

Restrictions on ownership and transfer

The Public Finance Act includes restrictions on the ownership of certain

types of securities issued by Mercury 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 Mercury 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 Mercury of the breach or potential breach.

Mercury 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

Mercury 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:

• Mercury 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 Mercury is required to determine whether or not the 10% Limit has

been breached and, if so, whether or not that breach was inadvertent.

Mercury must give the affected shareholder the opportunity to make

representations to the Company before it makes a determination on

these matters.

OUR ANNUAL REPORT 2019

OTHER DISCLOSURES (CONTINUED)
Effect of exceeding the 10% Limit

A person who is in breach of the 10% Limit must:

• comply with any notice received from Mercury 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, Mercury

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

Mercury 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 Listing

Rules) that if, at the end of three months after the date the notice is given,

shares then registered in the name of the holder are less than a Minimum

Holding, Mercury 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 Mercury 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.

122 // 123DISCLOSURES

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:

• Mercury 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 $101,294 were made by the Group during the year ended

30 June 2019 ($203,069 during the year ended 30 June 2018). Under

Mercury’s Delegations 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 20 August 2019 the Board declared a fully imputed final dividend

of 9.3 cents per share to all shareholders who are on the Company’s

share register at 5.00pm on the record date of 13 September 2019. The

dividends will be imputed at a corporate tax rate of 28%, which amounts

to an imputation credit of 3.62 cents per share for the final dividend.

Mercury will also pay a supplementary dividend of 1.64 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 $84.4 million

(6.2 cents per share) paid to shareholders on 1 April 2019, brings the

total declared dividends to $211.1 million (or 15.5 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.

Mercury’s Net Tangible Assets per Share (excluding treasury stock) as at

30 June 2019 was $2.54, compared with $2.35 at 30 June 2018.

OUR ANNUAL REPORT 2019

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.

INFORMATION FOR SHAREHOLDERS.

124 // 125INFORMATION FOR SHAREHOLDERS

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,

General Manager

Marlene Strawson,

General Manager People & Performance

Company Secretary

Howard Thomas,

General Counsel

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

33 Broadway, Newmarket, 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 1140

Phone: +64 9 357 9000

Bankers

ANZ Bank

ASB Bank

Bank of New Zealand

China Construction Bank

Mitsubishi UFJ Financial Group

Mizuho Bank

Westpac

Credit Rating (reaffirmed December 2018)

Long term: BBB+

Outlook: Stable

Share Register – New Zealand

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna,

Auckland 0622

Private Bag 92 119

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 Limited

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

OUR ANNUAL REPORT 2019

Tilt Renewables’ Tararua Wind Farm

ENERGY MADE WONDERFUL.ENERGY MADE WONDERFUL.

---

Distribution Notice




Section 1: Issuer information

Name of issuer Mercury NZ Limited

Financial product name/description Mercury NZ Limited ordinary shares

NZX ticker code MCY

ISIN (If unknown, check on NZX

website)

NZMRPE0001S2

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 13/09/2019

Ex-Date (one business day before the

Record Date)

12/09/2019

Payment date (and allotment date for

DRP)

30/09/2019

Total monies associated with the

distribution

$126,639,706.85

Source of distribution (for example,

retained earnings)

Income available for distribution

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $0.12916667

Total cash distribution $0.09300000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $0.01641176

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

If fully or partially imputed, please

state imputation rate as % applied

100%

Imputation tax credits per financial

product

$0.03616667

Resident Withholding Tax per

financial product

$0.00645833

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Howard Thomas, Company Secretary

Contact person for this

announcement

Howard Thomas, Company Secretary

Contact phone number +64 9 308 8200
Contact email address Howard.Thomas@Mercury.co.nz

Date of release through MAP


20/08/2019

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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