Mercury lodges PDS for green bond offer

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The Mercury Building, 33 Broadway, Newmarket 1023

PHONE:
+ 64 9 308 8200
mercury.co.nz
PO Box 90399, Auckland 1142
New Zealand

FAX:
+ 64 9 308 8209



Mercury NZ Limited lodges Product Disclosure Statement for green bond
offer
21 August 2020 - Mercury NZ Limited (Mercury) has announced an offer of up to $150 million (with the ability to
accept up to $50 million in oversubscriptions) of 7 year unsecured, unsubordinated fixed rate green bonds (Green
Bonds) maturing on Tuesday 14 September 2027 to institutional investors and New Zealand retail investors.

The offer is expected to open on Monday 31 August 2020 and close on Friday 4 September 2020.

Mercury has a corporate credit rating from S&P Global Ratings of BBB+ (stable outlook). The Green Bonds are
expected to be assigned a credit rating of BBB+.

The proceeds of the Green Bonds are intended to be earmarked to finance and refinance Eligible Projects in
accordance with Mercury’s Green Financing Framework dated August 2020. The proceeds are expected to be
primarily earmarked to construction of the Turitea wind farm.

Mercury has appointed ANZ Bank New Zealand Limited (ANZ) as Arranger and Green Bond Co-ordinator, and
ANZ, Bank of New Zealand, Craigs Investment Partners Limited and Forsyth Barr Limited as Joint Lead Managers
in relation to the offer.

Full details of the offer are contained in the Product Disclosure Statement (PDS) which was lodged today and has
been provided to NZX with this announcement. The PDS is also available through www.mercury.co.nz/green-
bonds or by contacting a Joint Lead Manager or your usual financial adviser, and must be obtained by investors
before they decide to acquire any Green Bonds.

There is no public pool for the offer, with all of the green bonds being reserved for clients of the Joint Lead
Managers, NZX participants and other approved financial intermediaries.

Investors can register their interest by contacting a Joint Lead Manager or their usual financial adviser.

This offer is being made in accordance with the Financial Markets Conduct Act 2013 and the Green Bonds are
expected to be quoted on the NZX Debt Market.

Arranger, Green Bond Co-ordinator and Joint Lead Manager

0800 269 476


Joint Lead Managers

0800 284 017 0800 226 263 0800 367 227

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

NEWS RELEASE

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ENDS
Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited

For investor relations queries, please contact:
William Meek
Chief Financial Officer
0275 173 470
For media queries, please contact:
Craig Dowling
Head of Communications
0272 105 337


ABOUT MERCURY NZ LIMITED
Mercury’s mission is energy freedom. Our purpose is to inspire New Zealanders to enjoy energy in more wonderful
ways and our goal is to be New Zealand’s leading energy brand. We focus on our customers, our people, our
partners and our country; maintain a long-term view of sustainability; and promote wonderful choices. Mercury is
energy made wonderful. Visit us at: www.mercury.co.nz

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PRODUCT
DISCLOSURE
STATEMENT.
Offer of 7 year unsecured,
unsubordinated fixed rate
green bonds.
Issued by Mercury NZ Limited.
DATE: 21 AUGUST 2020
This document gives you important information about this
investment to help you decide whether you want to invest.
There is other useful information about this offer on
www.companiesoffice.govt.nz/disclose.
Mercury NZ Limited has prepared this document in
accordance with the Financial Markets Conduct Act 2013.
You can also seek advice from a financial adviser to
help you to make an investment decision.
Arranger, Green Bond
Co-ordinator & Joint
Lead Manager
Joint Lead
Managers

WHAT IS THIS?
This is an offer (Offer) of unsecured,
unsubordinated fixed rate green bonds
(Green Bonds). The Green Bonds are debt
securities issued by Mercury NZ Limited
(Mercury). You give Mercury money, and
in return Mercury promises to pay you
interest and repay the money at the end
of the term. If Mercury runs into financial
trouble, you might lose some or all of the
money you invested.
ABOUT MERCURY AND ITS
SUBSIDIARIES
Mercury, together with its subsidiaries, is
an electricity generator and energy retailer.
Currently Mercury’s electricity generation
is 100% renewable, averaging around
6,600GWh per annum. Nine hydro
stations along the Waikato River generate
on average around 4,000GWh of
electricity each year. Mercury also operates
and owns (either in whole or part) five
geothermal stations in the central North
Island, two of which are in partnership with
Māori land trusts. Mercury is also building
a wind farm at Turitea, which as at the
date of this PDS, is expected to be New
Zealand’s largest wind farm, in the lower
North Island with full output expected in
the financial year ending 30 June 2022.
As a retailer of electricity and gas, Mercury
currently services the energy needs of
residential, commercial and industrial
customers.
Mercury is listed on the NZX Main Board
and has a foreign exempt listing on the
ASX. As at close of the Business Day
before the date of this product disclosure
statement (PDS), it has a market
capitalisation on the NZX of approximately
$6.8 billion. The Crown has a minimum
51% shareholding in Mercury (as required
by the Public Finance Act 1989).
PURPOSE OF THIS OFFER
The proceeds of this Offer are intended
to be earmarked to finance or refinance
new or existing projects and expenditures
relating to renewable energy and other
eligible projects (Eligible Projects),
in accordance with Mercury’s Green
Financing Framework dated August 2020
(as amended from time to time) (the
Green Financing Framework). In particular,
as at the date of this PDS Mercury expects
to apply the net proceeds of the Offer
to refinance existing debt, and to track
an amount equal to the net proceeds
within its systems, earmarked to Eligible
Projects, primarily the construction of the
Turitea wind farm. The Green Financing
Framework provides for net proceeds
of green financing (including the Green
Bonds) to be no greater than Mercury’s
debt obligation to the pool of Eligible
Projects, and the total value of Eligible
Projects to be at least equal to the original
principal amount of total green financing.
See also section 4 of this PDS (Purpose of
the Offer).
01. KEY INFORMATION SUMMARY.
If Mercury fails to earmark the proceeds of
the Green Bonds in the manner described
above, or fails to comply with the Green
Financing Framework or related matters,
or if the Green Bonds cease to satisfy the
Green Bond Principles published by the
International Capital Market Association or
Climate Bonds Standard:
• no Event of Default or any other breach
will occur in relation to the Green Bonds;
and
• neither you nor Mercury have any right
for the Green Bonds to be repaid early.
This means there is no legal obligation on
Mercury to earmark the proceeds of the
Green Bonds in the manner described
above or to comply with the Green
Financing Framework, the Green Bond
Principles or the Climate Bonds Standard
on an ongoing basis. See also section 5
of this PDS (Key features of the Green
Bonds).
IssuerMercury NZ Limited.
Description of the Green BondsUnsecured, unsubordinated fixed rate green bonds.
Term 7 years, maturing on 14 September 2027.
Offer amountUp to $150 million (with the ability to accept oversubscriptions of up to an additional $50
million at Mercury’s discretion).
Interest RateThe Green Bonds will pay a fixed rate of interest from the Issue Date until the Maturity Date.
The Interest Rate may (at the discretion of Mercury in conjunction with the Joint Lead
Managers) be determined subject to a minimum Interest Rate. Any such minimum Interest
Rate and the indicative Issue Margin will be determined by Mercury in conjunction with
the Joint Lead Managers and (as applicable) announced via NZX on the Opening Date (31
August 2020).
The Interest Rate will be determined by Mercury in conjunction with the Joint Lead Managers
on the Rate Set Date (4 September 2020) and will be:
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin; or
• if greater, any applicable minimum Interest Rate announced via NZX as described above.
The Issue Margin will be determined by Mercury in conjunction with the Joint Lead Managers
following a bookbuild on the Rate Set Date. The Interest Rate will be announced via NZX on
the Rate Set Date.
KEY TERMS OF THE OFFER
Interest paymentsSemi-annual in arrear in equal payments on 14 March and 14 September in each year (or if
that day is not a Business Day, the next Business Day) until and including the Maturity Date,
with the First Interest Payment Date being 14 March 2021. As the First Interest Payment Date
is a Sunday, interest is payable on Monday, 15 March 2021 instead.
Further payments, fees or chargesTaxes may be deducted from interest payments on the Green Bonds. See section 7 of this
PDS (Tax) for further details.
You are not required to pay brokerage or any other fees or charges to Mercury to purchase
the Green Bonds. However, you may have to pay brokerage to the firm from whom you
receive an allocation of Green Bonds. Please contact your financial adviser for further
information on any brokerage fees.
Selling restrictionsThe Green Bonds may only be offered or sold in conformity with all applicable laws and
regulations in New Zealand and in any other jurisdiction in which the Green Bonds are
offered, sold or delivered. Specific selling restrictions as of the date of this PDS are set out in
section 8 of this PDS (Selling restrictions) for the United States, Australia, Hong Kong, Japan,
Singapore, the United Kingdom and Switzerland.
No action has been or will be taken by Mercury which would permit an offer of Green Bonds,
or possession or distribution of any offering material, in any country or jurisdiction where
action for that purpose is required (other than New Zealand).
No person may purchase, offer, sell, distribute or deliver Green Bonds, or have in their
possession, publish, deliver or distribute to any person, any offering material or any
documents in connection with the Green Bonds, in any jurisdiction other than in compliance
with all applicable laws and regulations and the specific selling restrictions set out in section
8 of this PDS (Selling Restrictions).
By subscribing for Green Bonds, you indemnify Mercury, the Arranger, the Joint Lead
Managers, the Registrar and the Bond Supervisor in respect of any loss incurred as a result of
you breaching these selling restrictions.
Opening DateMonday, 31 August 2020.
Closing DateFriday, 4 September 2020 at 12.00pm.
Issue DateMonday, 14 September 2020.
Minimum application amount$5,000 and multiples of $1,000 thereafter.
NO GUARANTEE
Mercury is the issuer and the sole obligor
in respect of the Green Bonds. None of the
Crown, any subsidiary of Mercury or any
other person guarantees the Green Bonds.
HOW YOU CAN GET YOUR
MONEY OUT EARLY
Neither you nor Mercury have a right to
require Mercury to redeem the Green
Bonds prior to the Maturity Date, except
in the case of an Event of Default (as
described below).
Mercury intends to quote these Green
Bonds on the NZX Debt Market. This
means you may be able to sell them on
the NZX Debt Market before the end of
their term if there are interested buyers. If
you sell your Green Bonds, the price you
get will vary depending on factors such as
the financial condition of Mercury and its
subsidiaries and movements in the market
interest rates. You may receive less than
the full amount that you paid for them.
HOW GREEN BONDS RANK
FOR REPAYMENT
On a liquidation of Mercury, the Green
Bonds will rank as unsecured and
unsubordinated obligations of Mercury and
will rank:
• below any secured liabilities and
liabilities which are preferred by law;
• equally with liabilities owed to Mercury’s
USPP noteholders, banks and certain
financial institutions that have lent
money to Mercury (Guaranteed
Liabilities); however (unlike Bondholders)
creditors of Guaranteed Liabilities have
the benefit of guarantees from certain
subsidiaries of Mercury so may also
claim directly against those subsidiaries;
• equally with (and will be repaid at the
same time and pro rata with) all other
unsecured and unsubordinated liabilities
of Mercury, such as those owing to other
Bondholders; and
• ahead of Mercury’s subordinated
liabilities (including capital bonds) and
shareholders.
Further important information on the
ranking of the Green Bonds on the
liquidation of Mercury and its subsidiaries,
including in relation to Guaranteed
Liabilities, can be found in section 5 of this
PDS (Key features of the Green Bonds).
NO SECURITY
The Green Bonds are not secured.
KEY RISKS AFFECTING THIS
INVESTMENT
Investments in debt securities have risks.
A key risk is that Mercury does not meet
its commitments to repay you or pay you
interest (credit risk). Section 6 of this PDS
(Risks of investing) discusses the main
factors that give rise to the risk. You should
consider if the credit risk of these debt
securities is suitable for you.
The interest rate for these Green Bonds
should also reflect the degree of credit risk.
In general, higher returns are demanded by
investors from businesses with higher risk
of defaulting on their commitments. You
need to decide whether the offer is fair.
PRODUCT DISCLOSURE STATEMENT.
2 // 3

IMAGE
S&P GLOBAL
Mercury’s credit rating
BBB+ (stable outlook)
RatingAAAAAABBBBBBCCCCC to C
Summary description
(capacity of issuer to
meet its financial
obligations)
Extremely
strong
Very strong StrongAdequate Less
Vulnerable
More
vulnerable
Currently
vulnerable
Currently
highly
vulnerable
Approximate probability
of default over 5 years*
1 in 6001 in 3001 in 1501 in 301 in 101 in 51 in 2
* The approximate, median likelihood that an investor will not receive repayment on a five-year investment on time and in full based upon historical default
rates published by S&P Global, Moody’s and Fitch (source: Reserve Bank of New Zealand publication “Explaining Credit Ratings”, dated November 2008).
MERCURY’S CURRENT CREDIT RATING.
Mercury considers that the most
significant risk factors are:
• Risks relating to legislation and
regulation – Mercury operates in a
highly regulated industry and legislative
and regulatory changes (including
Treaty of Waitangi claims), changes
to conditions, or levies applied to the
use of natural resources could affect
Mercury’s ability to generate power and
income, and have a material adverse
effect on Mercury’s business. Such
changes may result in Mercury facing
direct or indirect restrictions, conditions
or additional costs for its access to
freshwater or geothermal resources for
its hydro and geothermal generation
activities. In addition, regulatory
changes imposed on the current
electricity market structure may also
affect the effectiveness of Mercury’s
integrated business model of generating
and retailing electricity and could
adversely impact the value of Mercury
in the future. Regulatory changes may
also be imposed on the New Zealand
electricity sector that could impact the
future supply and demand of electricity
and affect future spot, wholesale and
retail electricity prices. Examples may
include the Government’s investigation
of the large pumped hydro project at
Lake Onslow, significant subsidies for
rooftop solar and promotion/subsidies
for electric vehicles.
• Electricity market exposure – Spot
prices, contract prices, market demand,
competitor behaviour, changes to
the cost of ‘fuel’ (such as water for
hydro generation) and transmission
capacity can all impact Mercury’s ability
to manage its exposure to the spot
electricity market. Electricity demand
(such as the wind-down of the Tiwai
Point aluminium smelter announced
by Rio Tinto), retail competition and
regulatory and technological changes
could impact on Mercury’s retail market
share profitability and its financial
performance.
• Fuel supply and electricity production
risks – If Mercury is unable to generate
expected amounts of electricity, this
may impact on its future operating
results. This could occur for a number of
reasons including adverse hydrological
conditions, competition for resources,
resource consents being varied or not
being renewed, Government regulation
or power station availability. Mercury
may be unable to generate expected
levels of electricity due to reduced
‘fuel’ supplies (such as water for hydro
generation, as described above) or the
viability, efficiency or operability of its
power stations, or may face increased
costs to secure the necessary fuel.
This summary does not cover all of the
risks of investing in the Green Bonds. You
should also read section 6 of this PDS
(Risks of investing) and section 5 of this
PDS (Key features of the Green Bonds).
WHAT IS MERCURY’S CREDIT
R AT IN G?
A credit rating is an independent opinion
of the capability and willingness of an
entity to repay its debts (in other words,
its creditworthiness). It is not a guarantee
that the financial product being offered is
a safe investment. A credit rating should
be considered alongside all other relevant
information when making an investment
decision.
Mercury has been rated by S&P Global
Ratings (S&P Global). S&P Global gives
ratings from AAA through to C. S&P
Global’s ratings may be modified with a (+)
or (-) sign to show relative standing within
a rating category.
As at the date of this PDS, Mercury has
been assigned a long-term credit rating
of BBB+ with a stable outlook by S&P
Global. Mercury’s current credit rating
includes a one-notch uplift from the
company’s stand-alone credit profile of
‘bbb’, reflecting the legislated majority
ownership by the Crown. The Crown does
not guarantee the Green Bonds and is
under no obligation to provide financial
support to Mercury.
The Green Bonds are to be rated by S&P
Global. Mercury expects the initial credit
rating assigned to the Green Bonds by
S&P Global will be BBB+. Mercury expects
this credit rating will be assigned to the
Green Bonds before the Issue Date.
WHERE YOU CAN FIND OTHER
MARKET INFORMATION
ABOUT MERCURY
This is a short-form offer document that
Mercury is permitted to use because these
Green Bonds rank in priority to ordinary
shares in Mercury which are traded on the
NZX Main Board. Mercury is subject to
a disclosure obligation that requires it to
notify certain material information to the
NZX for the purpose of that information
being made available to participants in
the market. Mercury’s page on the NZX
website, which includes information made
available under the disclosure obligation
referred to above, can be found at
www.nzx.com/companies/MCY.
0201. KEY INFORMATION SUMMARY
06LETTER FROM THE CHAIR
0702. KEY DATES AND OFFER PROCESS
0803. TERMS OF THE OFFER
1004. PURPOSE OF THE OFFER
1105. KEY FEATURES OF THE GREEN BONDS
1606. RISKS OF INVESTING
2007. TA X
2108. SELLING RESTRICTIONS
2309. WHO IS INVOLVED?
2410. HOW TO COMPLAIN
2411. WHERE YOU CAN FIND MORE INFORMATION
2412. HOW TO APPLY
2513. CONTACT INFORMATION
26GLOSSARY
CONTENTS.
PRODUCT DISCLOSURE STATEMENT.
4 // 5

LETTER FROM THE CHAIR.
On behalf of Mercury’s directors, I am
pleased to present you with this Offer to
invest in Green Bonds to be issued by
Mercury.
This product disclosure statement
describes the Green Bonds, the Offer and
other important information you should
know about the investment.
Mercury, together with its subsidiaries, is an
electricity generator and energy retailer.
Currently Mercury’s electricity generation
is 100% renewable, averaging around
6,600GWh per annum. Nine hydro stations
along the Waikato River generate on
average around 4,000GWh of electricity
each year. Mercury also operates and owns
(either in whole or part) five geothermal
stations in the central North Island, two of
which are in partnership with Māori land
trusts. Mercury is also building the Turitea
wind farm with full output expected in the
financial year ending 30 June 2022. At
the date of this PDS, Turitea is expected
to be New Zealand’s largest wind farm,
producing approximately 840GWh per
annum. As a retailer of electricity (and
gas), Mercury currently services the energy
needs of residential, commercial and
industrial customers.
Mercury has a long-term corporate credit
rating of BBB+/Stable, assigned by S&P
Global, which was reaffirmed in December
2019. This rating includes a one-notch
uplift from the company’s stand-alone
credit profile of ‘bbb’, reflecting the
legislated majority ownership by the Crown.
Mercury is seeking to raise up to $150
million under the Offer, with an ability to
accept up to an additional $50 million in
oversubscriptions. The proceeds of the
Green Bonds are intended to be earmarked
to finance or refinance new or existing
projects and expenditures including
renewable energy, energy efficiency and
electrification, and clean transportation,
that have been identified by Mercury as
“Eligible Projects”.
Mercury has developed a Green Financing
Framework to ensure that the Green Bonds
comply with the Green Bond Principles
published by the International Capital
Market Association and the Climate Bonds
Standard. DNV GL (a current approved
verifier under the Climate Bonds Standard)
has undertaken an independent third-
party review of our Green Financing
Framework and has provided a limited
assurance conclusion that our Green
Financing Framework meets the
requirements of the Green Bond Principles
and the Climate Bonds Standard.
There are risks associated with the Green
Bonds that may affect your returns
and repayment of your investment. An
overview of these risks is set out in this
PDS. I encourage you to seek financial,
investment or other advice from a
qualified professional adviser as you
take the time to consider this Offer.
On behalf of Mercury’s directors,
I invite you to consider this Offer
and seek independent financial
advice. I welcome your interest in
this opportunity to invest in Mercury
Green Bonds. For more information
on the Green Bonds, please visit our
website:
www.mercury.co.nz/green-bonds.
Yours sincerely
PRUE FLACKS
CHAIR, MERCURY NZ LIMITED
DEAR INVESTOR,
Opening DateMonday, 31 August 2020
Any applicable minimum Interest Rate and the indicative Issue Margin will be
determined and announced on this date.
Closing Date Friday, 4 September 2020 at 12.00pm
Rate Set DateFriday, 4 September 2020
Issue Date and allotment dateMonday, 14 September 2020
Expected date of initial quotation and
trading of the Green Bonds on the NZX
Debt Market and earliest expected
mailing of holding statements
Tuesday, 15 September 2020
Interest Payment Dates14 March and 14 September in each year.
First Interest Payment Date14 March 2021.
As the First Interest Payment Date is a Sunday, interest is payable on
Monday, 15 March 2021 instead.
Maturity Date14 September 2027
02. KEY DATES AND OFFER PROCESS.
The timetable is indicative only and subject to change. Mercury may, in its absolute discretion and without notice, vary the timetable (including by
opening or closing the Offer early, accepting late applications and extending the Closing Date).
If the Closing Date is extended, the Rate Set Date, the Issue Date, the expected date of initial quotation and trading of the Green Bonds on the
NZX Debt Market, the Interest Payment Dates and the Maturity Date may also be extended. Any such changes will not affect the validity of any
applications received.
Mercury reserves the right to cancel the Offer and the issue of the Green Bonds, in which case any application monies received will be refunded (without
interest) as soon as practicable and in any event within five Business Days of the cancellation.
PRODUCT DISCLOSURE STATEMENT.
6 // 7

IssuerMercury NZ Limited.
Description of the Green
Bonds
Unsecured, unsubordinated fixed rate green bonds.
The Green Bond
Principles and Climate
Bonds Standard
Mercury has developed and adopted the Green Financing Framework to ensure that, as at the date of this
PDS, its processes for identifying Eligible Projects and managing the use of the proceeds of the Green
Bonds are consistent with the Green Bond Principles and the Climate Bonds Standard. There is no legal
obligation on Mercury to comply with the Green Financing Framework, the Green Bond Principles or the
Climate Bonds Standard on an ongoing basis. See section 5 of this PDS (Key features of the Green Bonds).
Term 7 years, maturing on 14 September 2027.
Offer amountUp to $150 million (with the ability to accept oversubscriptions of up to an additional
$50 million at Mercury’s discretion).
Issue price$1.00 per Green Bond, being the Principal Amount of each Green Bond.
Interest RateThe Green Bonds will pay a fixed rate of interest from the Issue Date until the Maturity Date.
The Interest Rate may (at the discretion of Mercury in conjunction with the Joint Lead Managers) be
determined subject to a minimum Interest Rate. Any such minimum Interest Rate and the indicative Issue
Margin will be determined by Mercury in conjunction with the Joint Lead Managers and (as applicable)
announced via NZX on the Opening Date (31 August 2020).
The Interest Rate will be determined by Mercury in conjunction with the Joint Lead Managers on the Rate
Set Date (4 September 2020) and will be:
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin; or
• if greater, any applicable minimum Interest Rate announced via NZX as described above.
The Issue Margin will be determined by Mercury in conjunction with the Joint Lead Managers following a
bookbuild on the Rate Set Date. The Interest Rate will be announced via NZX on the Rate Set Date.
Interest Payment Dates Semi-annual in arrear on 14 March and 14 September in each year (or if that day is not a Business Day, the
next Business Day) until and including the Maturity Date, with the First Interest Payment Date being 14
March 2021. As the First Interest Payment Date is a Sunday, interest is payable on Monday, 15 March 2021
instead.
Interest payments and
entitlement
Regular scheduled payments of interest will be of equal semi-annual amounts. Any other payment of
interest on the Green Bonds will be calculated based on the number of days in the relevant period and a
365-day year.
On Interest Payment Dates interest will be paid to the person registered as the Bondholder as at the record
date immediately preceding the relevant Interest Payment Date.
The record date for interest payments is 5.00pm on the date that is 10 calendar days before the relevant
scheduled Interest Payment Date (prior to any adjustment to the Interest Payment Date to fall on a
Business Day). If the record date falls on a day which is not a Business Day, the record date will be the
immediately preceding Business Day.
Opening DateMonday, 31 August 2020.
Closing DateFriday, 4 September at 12.00pm.
ScalingMercury may scale applications at its discretion, but will not scale any application to below $5,000 or to an
amount that is not a multiple of $1,000.
Minimum application
amount
$5,000 and multiples of $1,000 thereafter.
How to applyApplication instructions are set out in section 12 of this PDS (How to apply).
Mercury reserves the right to refuse all or any part of any application for Green Bonds under the Offer
without giving a reason.
No underwritingThe Offer is not underwritten.
03. TERMS OF THE OFFER.
QuotationApplication has been made to NZX for permission to quote the Green Bonds on the NZX
Debt Market and all the requirements of NZX relating to that quotation that can be
complied with on or before the date of distribution of this PDS have been duly complied
with. However, the Green Bonds have not yet been approved for trading and NZX accepts
no responsibility for any statement in this PDS. NZX is a licensed market operator, and the
NZX Debt Market is a licensed market, under the FMCA.
NZX ticker code MCY030 has been reserved for the Green Bonds.
Transfer restrictionsYou may only transfer your Green Bonds in multiples of $1,000 in aggregate value and after
any transfer you and the transferee must each hold Green Bonds with an aggregate value
of at least $5,000 (or no Green Bonds).
RankingOn a liquidation of Mercury, the Green Bonds will rank as unsecured and unsubordinated
obligations of Mercury and will rank:
• below any secured liabilities and liabilities which are preferred by law;
• equally with Mercury’s Guaranteed Liabilities, however (unlike Bondholders) creditors
of Guaranteed Liabilities have the benefit of guarantees from certain subsidiaries of
Mercury so may also claim directly against those subsidiaries;
• equally with (and will be repaid at the same time and pro rata as) all other unsecured and
unsubordinated liabilities of Mercury, such as those owing to other Bondholders; and
• ahead of Mercury’s subordinated liabilities (including capital bonds) and shareholders.
Further important information on the ranking of the Green Bonds on the liquidation of
Mercury can be found in section 5 of this PDS (Key features of the Green Bonds).
No guaranteeMercury is the issuer and the sole obligor in respect of the Green Bonds. None of the
Crown, any subsidiary of Mercury or any other person guarantees the Green Bonds.
Financial covenantMercury agrees to ensure that Net Worth at any time will not be less than $500 million.
Early redemptionYou have no right to require Mercury to redeem the Green Bonds prior to the Maturity Date,
except in the case of an Event of Default (as described below).
See section 5 of this PDS (Key features of the Green Bonds) for further details.
Events of DefaultIf an Event of Default occurs, and is continuing, the Bond Supervisor may in its discretion,
and must upon being directed to do so by an Extraordinary Resolution of Bondholders,
declare the Green Bonds to be immediately due and payable.
The Events of Default are set out in clause 11 of the Master Trust Deed (a copy of which is
contained on the Disclose Register) and are summarised in section 5 of this PDS (Key
features of the Green Bonds).
Further payments, fees or chargesTaxes may be deducted from interest payments on the Green Bonds. See section 7 of this
PDS (Tax) for further details.
You are not required to pay brokerage or any other fees or charges to Mercury to purchase
the Green Bonds. However, you may have to pay brokerage to the firm from whom you
receive an allocation of Green Bonds. Please contact your financial adviser for further
information on any brokerage fees.
Selling restrictionsThe Offer is subject to certain selling restrictions and you will be required to indemnify
certain people if you breach these.
Governing lawNew Zealand.
Bond SupervisorThe New Zealand Guardian Trust Company Limited.
Securities RegistrarComputershare Investor Services Limited.
DOCUMENTS
The terms of the Green Bonds, and other terms key to the Offer, are set out in the Master Trust Deed, as supplemented by the
Supplemental Trust Deed (together, the Trust Deed).
You should read these documents. Copies may be obtained from the Disclose Register at www.companiesoffice.govt.nz/disclose.
PRODUCT DISCLOSURE STATEMENT.
8 // 9

04. PURPOSE OF THE OFFER.
The proceeds of the Offer are intended
to be earmarked to finance or refinance
new or existing projects and expenditures
relating to Eligible Projects in accordance
with Mercury’s Green Financing Framework.
In particular, as at the date of this PDS,
Mercury expects to apply the net proceeds
of the Offer to refinance existing debt,
and to track an amount equal to the net
proceeds within its systems, earmarked to
Eligible Projects, primarily the construction
of the Turitea wind farm. This purpose
will not change, irrespective of the total
amount that is raised.
Mercury is currently constructing the
Turitea wind farm in New Zealand’s lower
North Island. Full output is expected in the
financial year ending 30 June 2022, at
which time, Turitea is expected to be the
country’s largest wind farm at 222MW,
producing approximately 840GWh
annually. As at the date of this PDS, the
Turitea wind farm is expected to increase
Mercury’s annual generation by over 12%,
adding to the current 100% renewable
generation portfolio of hydro and
geothermal assets.
Mercury has developed and adopted the
Green Financing Framework to ensure that,
as at the date of this PDS, its processes for
identifying Eligible Projects and managing
the use of the proceeds of the Green
Bonds are consistent with the Green Bond
Principles and the Climate Bonds Standard.
The Green Financing Framework provides
for net proceeds of green financing
(including the Green Bonds) to be no
greater than Mercury’s debt obligation to
the pool of Eligible Projects, and the total
value of Eligible Projects to be at least
equal to the original principal amount of
total green financing. See further under
“Green Financing Framework” in section 5
of this PDS (Key features of the
Green Bonds).
Generally, Mercury’s operations may extend
to investments which are not governed
by the Green Bond Principles. However,
proceeds of the Green Bonds are intended
to be earmarked to Eligible Projects.
Mercury may undertake non-Eligible
Projects outside of the Green Financing
Framework.
If Mercury fails to earmark the proceeds of
the Green Bonds in the manner described
in this PDS, or fails to comply with the
Green Financing Framework or related
matters or if the Green Bonds cease to
satisfy the Green Bond Principles published
by the International Capital Market
Association or Climate Bonds Standard:
• no Event of Default or any other breach
will occur in relation to the Green Bonds;
and
• neither you nor Mercury have any right
for the Green Bonds to be repaid early.
This means there is no legal obligation on
Mercury to earmark the proceeds of the
Green Bonds in the manner described
above or to comply with the Green
Financing Framework, the Green Bond
Principles or the Climate Bonds Standard
on an ongoing basis. See also section 5 of
this PDS (Key features of the Green Bonds).
The Offer is not underwritten.
05. KEY FEATURES OF THE GREEN BONDS.
A number of key features of the Green
Bonds are described in section 3 of this
PDS (Terms of the Offer). The other key
features of the Green Bonds are
described below.
Copies of the Trust Deed and the Green
Financing Framework can be accessed
on the Disclose Register.
GREEN FINANCING
FRAMEWORK
Set out below is a summary of the way
in which the Green Financing Framework
addresses the Green Bond Principles as
at the date of this PDS. To confirm the
integrity of the Green Bonds as a “green”
instrument, Mercury has ensured that, as
at the date of this PDS, the Green Bonds
comply with the Green Bond Principles and
the Climate Bonds Standard.
Mercury may amend the Green Financing
Framework from time to time. Any
amendments to the Green Financing
Framework would apply to these Green
Bonds. There is, however, no legal
obligation on Mercury to comply with the
Green Financing Framework, the Green
Bond Principles or the Climate Bonds
Standard on an ongoing basis.
Green Bond Principles
The Green Bond Principles are voluntary
process guidelines for issuing green
bonds published by the International
Capital Market Association (and as may
be amended from time to time). As at the
date of this PDS, the Green Bond Principles
establish four core components for an
instrument to be considered to be a
green bond:
• Use of proceeds: The proceeds of the
green bond must be used to finance or
refinance assets or other projects that
have clear environmental benefits.
• Process for project evaluation and
selection: The issuer should provide
clear information to investors about the
issuer’s environmental sustainability
objectives; the process for evaluation
of eligible projects; and the eligibility
criteria.
• Management of proceeds: The issuer
should have internal processes to track
and attest to the use of the proceeds of
the green bond.
• Reporting: The issuer should make,
and keep, readily available up to date
information on the use of the proceeds
of the green bond.
Mercury has developed and adopted the
Green Financing Framework to address
these principles.
Certification
Mercury has also obtained certification
from the Climate Bonds Initiative (CBI). CBI
is an international organisation established
to promote investments that will deliver
a global low-carbon and climate resilient
economy. CBI has implemented the
Climate Bonds Standard, currently version
3.0 (Climate Bonds Standard) which sets
out criteria to verify that the funds of debt
instruments are being used to finance
such investments.
Briefly, the CBI certification process
involves both pre-issuance and post-
issuance certification. The pre-issuance
certification consists of assessment of
Mercury’s internal processes, including its
selection process for Eligible Projects and
the internal tracking of proceeds.
In respect of the post-issuance
certification, Mercury will seek to obtain
further assurance to reconfirm the CBI
certification at least once during the term
of the Green Bonds.
Assurance from independent verifier
As part of the CBI pre-issuance
certification process, Mercury has obtained
a limited assurance conclusion from an
independent verifier, DNV GL, that based
on their review as described in their
assurance statement, nothing has come
to their attention that causes them to
believe that the Green Bond is not, in all
material respects, in accordance with the
pre-issuance requirements of the Climate
Bonds Standard and associated wind and
geothermal technical criteria. Mercury has
obtained the CBI certification certifying
that Mercury has met the criteria set out
in the Climate Bonds Standard in respect
of the Green Bonds. A copy of the DNV
GL assurance statement and the CBI
certification can be found free of charge on
the Disclose Register at
www.companiesoffice.govt.nz/disclose
and on Mercury’s website at www.mercury.
co.nz/green-bonds. Both DNV GL and CBI
have consented to the DNV GL assurance
statement and the CBI certification
respectively being made available on the
Disclose Register and Mercury’s website.
Use of proceeds
In accordance with the Green Financing
Framework and as described in section
4 of this PDS (Purpose of the Offer), the
proceeds of the Green Bonds are intended
to be earmarked to finance or refinance
new or existing projects and expenditures,
that have been identified by Mercury as
“Eligible Projects”.
As at the date of this PDS, the Eligible
Projects are categorised as follows:
• Renewable energy: the production,
transmission, connection, appliances
and/or products of renewable energy,
such as wind energy, geothermal energy,
and solar energy.
• Energy efficiency and electrification:
projects that contribute to a reduction
of energy consumption, including
energy storage (batteries), and electrical
infrastructure associated with renewable
generation.
• Clean transportation: clean energy
vehicles and reduction of harmful
emissions, including low carbon
transport assets (for example electric
vehicles and charging infrastructure),
systems and infrastructure, and
Information Communication Technology
(ICT) that improves monitoring,
measurement and management of
assets to maximise utilisation.
Mercury may undertake non-Eligible
Projects outside of the Green Financing
Framework.
PRODUCT DISCLOSURE STATEMENT.
10 // 11

Ranking on liquidationType of liability/equityAmount
1
Higher ranking / Earlier priority
Lower ranking / Later priority
Liabilities that rank above the
Green Bonds
Secured liabilities and liabilities preferred by law
(for example, Inland Revenue for certain unpaid
taxes)
2
Guaranteed Liabilities (including to USPP
noteholders, banks and certain financial
institutions that have lent money to Mercury)
3
$292 million
$436 million
Liabilities that rank equally with
the Green Bonds
Green Bonds
Other unsubordinated liabilities (including to
holders of Mercury’s other senior bonds and
general creditors)
4
$200 million
$1,783 million
Liabilities that rank below the
Green Bonds
Subordinated liabilities (including to holders of
Mercury's capital bonds)
$302 million
Equity
5
Ordinary shares and retained earnings $3,739 million
Notes:
1 Amounts shown above are indicative based on the financial position of Mercury as at 30 June 2020. They are adjusted for the issue of the Green Bonds,
based on an issue size of $200 million, with proceeds expected to be applied within the calendar year of issue towards repaying a portion of Guaranteed
Liabilities. If the amount of Green Bonds issued is less than the assumed issue size, then the expected amount of remaining Guaranteed Liabilities will be
correspondingly higher. Amounts shown above are subject to rounding adjustments.
2 Liabilities that may, depending on the source of payment, rank above the Green Bonds on a liquidation of Mercury include secured liabilities, employee
entitlements for unpaid salaries and wages, holiday pay and bonuses, and PAYE, and amounts owing to the Inland Revenue for unpaid taxes and goods and
services tax. Secured liabilities include those secured over particular assets under a perfected purchase money security interest, which are shown as ranking
above the Green Bonds for reasons of simplicity, as in a liquidation of Mercury the secured party in relation to a perfected purchase money security interest
has first rights to the particular asset or its sale proceeds. Where it is not reasonably practicable for Mercury to identify the extent to which payables and
accruals are subject to security (such as purchase money security interests), on a conservative basis Mercury has included those amounts as secured
liabilities in the table. There are typically other liabilities which are preferred by law or secured, including enforcement costs and similar, which arise when a
company is in liquidation which are not possible to foresee and cannot therefore be quantified.
3 Guaranteed Liabilities are not secured and rank equally with the Green Bonds in a liquidation of Mercury as issuer. However, (unlike Bondholders) creditors
of Guaranteed Liabilities have the benefit of guarantees from certain subsidiaries of Mercury so may also claim directly against those subsidiaries. As at 30
June 2020, these subsidiaries had total assets of approximately $1,928 million and Mercury and all its subsidiaries had consolidated total assets of
approximately $6,885 million.
4 Other unsubordinated liabilities include amounts relating to Mercury’s other senior bonds and commercial paper of approximately $226 million. They also
include amounts corresponding to deferred tax (approximately $1,202 million), derivative financial instruments (approximately $254 million) and lease
liabilities (approximately $68 million), not all of which would be crystallised on liquidation. Such liabilities on liquidation may be materially different.
5 The amount of equity stated above includes an amount in relation to Mercury’s existing quoted equity securities (i.e. Mercury’s ordinary shares).
Diagram showing ranking of Green Bonds on liquidation of Mercury and its subsidaries
THE BOND SUPERVISOR
The Bond Supervisor is appointed to act as
supervisor and trustee for the Bondholders
on the terms contained in the Trust Deed.
You can only enforce your rights under the
Green Bonds through the Bond Supervisor.
However, you can enforce your rights under
the Green Bonds against Mercury directly
if the Bond Supervisor is obliged to enforce
but has failed to do so.
RANKING
The Green Bonds constitute unsecured,
unsubordinated obligations of Mercury.
The ranking of the Green Bonds on a
liquidation of Mercury and its subsidiaries
is summarised in the diagram below.
The diagram is a summary of indicative
amounts only and in the event of a
liquidation of Mercury and its subsidiaries,
the actual priority amounts may differ.
No Event of Default
If:
• Mercury fails to earmark the proceeds
of the Green Bonds as described in this
PDS;
• Mercury fails to comply with the Green
Financing Framework;
• Mercury undertakes non-Eligible
Projects outside of the Green Financing
Framework;
• the Green Bonds cease to satisfy the
Green Bond Principles or the Climate
Bonds Standard;
• Mercury fails to maintain CBI
certification of the Green Bonds; or
• Mercury fails to notify Bondholders that
the Green Bonds cease to comply with
the Green Financing Framework, the
Green Bond Principles or the Climate
Bonds Standard,
then:
• no Event of Default will occur in relation
to the Green Bonds; and
• neither you nor Mercury have any right
for the Green Bonds to be repaid early.
Mercury’s obligations under the Trust Deed
are not affected by the labelling of the
bonds as Green Bonds, and any breach
of the Trust Deed (including in relation to
non-compliance with any laws, directives
and consents, whether environmental or
otherwise) is to be determined without
regard to any such Green Bond label,
the Green Financing Framework, the
Green Bond Principles or the Climate
Bonds Standard. Should any of the above
scenarios occur, the bonds may cease to
be labelled as Green Bonds but will remain
unsecured, unsubordinated fixed rate
bonds. If the bonds cease to be labelled
as Green Bonds, then Mercury will make
a public statement as such, and from
that point in time, the Green Financing
Framework will no longer govern the
management of the bonds. This means
there is no legal obligation on Mercury
to comply with the Green Financing
Framework, the Green Bond Principles or
the Climate Bonds Standard on an ongoing
basis.
The Bond Supervisor has no obligations in
relation to the application of the proceeds
of the Green Bonds.
Evaluation and selection of
Eligible Projects
The project evaluation and selection
process is designed to ensure that the
funds raised from the Green Bonds are
earmarked to finance or refinance the
projects that meet the eligibility criteria set
out in the Green Financing Framework.
When selecting the Eligible Projects,
Mercury will consider each proposed
project against the following factors:
• conformance with the Green Bond
Principles;
• the availability of criteria under the
Climate Bonds Standard;
• Mercury’s own professional judgement,
discretion and sustainability knowledge;
and where Mercury chooses
conformance with any other principles,
standards or tools that are or become
both commonplace and respected in
the market;
• conformance with the eligible categories
as described above; and
• alignment with Mercury’s sustainability
objectives.
Management of proceeds
The Green Financing Framework provides
that Mercury will track an amount equal to
the net proceeds of the Green Bonds within
Mercury’s systems. Those proceeds will
be managed by Mercury’s Green Finance
Committee (consisting of representatives
from Financial Reporting, Treasury, Risk
Assurance and Sustainability). Any
proceeds that are not internally allocated to
Eligible Assets will be temporarily invested
in assets such as cash or cash equivalents,
or otherwise applied in accordance with the
permitted temporary investments outlined
in Mercury’s Green Financing Framework.
Reporting
The Green Financing Framework provides
for Mercury to:
• make information available on its
website including a pre-issuance
external review, annual post-issuance
external reviews, and Mercury’s green
finance programme report on an annual
basis; and
• provide qualitative and/or quantitative
reporting of the environmental impacts
(where possible and relevant) resulting
from Eligible Projects which may already
be disclosed in business-as-usual
climate reporting.
PRODUCT DISCLOSURE STATEMENT.
12 // 13

Further borrowing and security
After the issue of the Green Bonds,
Mercury may (without the consent of
Bondholders) borrow money or otherwise
incur liabilities from time to time that:
• rank equally with the Green Bonds on a
liquidation of Mercury. This may include,
for example, further senior bonds issued
by Mercury;
• rank equally with the Green Bonds
but have the benefit of a guarantee
from subsidiaries of Mercury. This
may include, for example, further bank
lending to Mercury or further USPP
notes issued by Mercury; or
• rank above the Green Bonds on a
liquidation of Mercury. This may include,
for example, liabilities with permitted
security as described below and
liabilities preferred by law.
The financial covenants and other terms
described below limit the ability of Mercury
to borrow money that ranks equally with,
or above, the Green Bonds.
Restrictions on borrowing
The Negative Pledge Deed contains
certain financial and other covenants
that various lenders, other than the
Bondholders, have the benefit of.
Certain terms in the Negative Pledge
Deed limit the ability of Mercury to borrow
money. These terms currently include:
• a requirement to ensure that the ratio
of (i) total debt (calculated by reference
to the consolidated position of Mercury
and its subsidiaries) to (ii) total debt
plus shareholders' funds (substantially
equivalent to Net Worth in relation to
the Green Bonds) does not at any time
exceed 55%; and
• a requirement to ensure that an
interest cover ratio of (i) EBITDA to (ii)
interest and financing costs (in each
case calculated by reference to the
consolidated position of Mercury and its
subsidiaries, for each 12 month period
ending on an annual or semi-annual
balance date of Mercury) is at least
250%.
Equivalent restrictions on borrowing are
also included in the terms of the USPP
notes issued by Mercury, as set out in the
USPP Note Purchase Agreement.
Bondholders do not have the benefit of
the Negative Pledge Deed or the USPP
Note Purchase Agreement, and their
restrictions and other terms may be
amended or waived without the consent of
or notice to the Bondholders.
Restrictions on granting security
Under clause 9.1 of the Master Trust Deed,
Mercury agrees that it will not create or
permit to exist any security interest over
any of its assets or any of the assets of
any Principal Subsidiary, except in
certain limited permitted instances.
The permitted instances include security
interests:
• arising by operation of law or statute in
the ordinary course of business, where
the money secured is not in default
or is being contested in good faith by
appropriate proceedings;
• consisting of any deferred purchase or
title retention arrangement relating to
goods purchased in the ordinary course
of business where the security interest is
discharged by payment of the purchase
price, and payment is made within six
months of its creation;
• consisting of netting and set off
arrangements, other than those which
have been created with the intention of
providing a particular creditor or class
of creditors with preferential rights over
creditors generally;
• given in favour of Mercury or any of its
subsidiaries;
• over any asset that secures project
finance debt incurred to finance the
acquisition or development of that asset;
• provided to the clearing manager of the
New Zealand electricity market; and
• over any asset to secure indebtedness
not exceeding 5% of total assets
(calculated by reference to the
consolidated position of Mercury and its
subsidiaries).
This summary does not cover all of the
permitted instances. For full details see
clause 9.1 of the Master Trust Deed.
Similar terms that limit the ability
of Mercury to grant security are also
contained in Mercury’s Negative Pledge
Deed and USPP Note Purchase Agreement
(although these are not terms of the
Green Bonds so Bondholders do not have
the benefit of these, and they may be
amended or waived without the consent of
or notice to the Bondholders).
FINANCIAL COVENANT
Mercury agrees to ensure that Net
Worth at any time will not be less
than $500 million.
EVENTS OF DEFAULT
The Events of Default are contained in the
Master Trust Deed. They include:
• A failure by Mercury to make a payment
on the Green Bonds (subject to
applicable grace periods).
• A breach by Mercury of any of its other
issuer obligations under the Trust
Deed in a material respect (subject to
applicable remedy periods).
• Any representation, warranty or
statement by Mercury in the Trust Deed
not being true, accurate or complied
with in all material respects and this has
a material adverse effect on Mercury.
• Indebtedness of more than $10 million
in respect of other borrowed money of
Mercury or a Principal Subsidiary is not
paid when due (or within any applicable
grace period), or is called up as a result
of a default.
• Insolvency events that affect Mercury or
any Principal Subsidiary (as applicable).
This summary does not cover all of the
Events of Default. For full details of the
Events of Default see clause 11 of the
Master Trust Deed.
If an Event of Default occurs, the Bond
Supervisor may in its discretion, and
must upon being directed to do so by an
Extraordinary Resolution of Bondholders,
declare the Principal Amount and any
accrued interest on the Green Bonds due
and payable. If this occurs, Mercury will
need to repay the Principal Amount of
the Green Bonds and any outstanding
interest due. Outstanding interest will be
calculated based on the number of days
since the last Interest Payment Date and
on a 365-day year.
OTHER RELEVANT
INFORMATION ABOUT
THE TRUST DEED
The Trust Deed contains a number of
standard provisions, including in relation
to the powers and duties of the Bond
Supervisor, and the process for amending
the Trust Deed. You can find a copy of the
Trust Deed on the Disclose Register.
You should read the Trust Deed for further
information.
PRODUCT DISCLOSURE STATEMENT.
14 // 15

06. RISKS OF INVESTING.
INTRODUCTION
This section 6 describes the following
potential key risk factors:
• general risks associated with an
investment in the Green Bonds; and
• specific risks relating to the
creditworthiness of Mercury, together
with its subsidiaries.
The selection of risks outlined in this
section are based on an assessment of
the probability of a risk occurring and
its potential impact (individually or in
combination with other key risks) at the
date of this PDS. There is no guarantee or
assurance that key risks will not change,
alter in their significance or that other risks
will not emerge.
You should carefully consider these
risk factors (together with the other
information in this PDS) before deciding to
invest in the Green Bonds.
Before making any investment decision
it is important that investors consider the
suitability of an investment in the Green
Bonds in light of their own individual
risk profile for investments, investment
objectives and personal circumstances
(including financial and taxation issues).
The risks described in this section
do not take account of the personal
circumstances, financial position or
investment requirements of any particular
person other than Mercury.
GENERAL RISKS
An investment in the Green Bonds is
subject to the following general risks.
Credit Risk on Mercury
The risk that Mercury becomes insolvent
and is unable to meet its obligations under
the Green Bonds.
Secondary Market Risk
The risk that, if you wish to sell your Green
Bonds before maturity:
• you may be unable to find a buyer; or
• the price at which you are able to sell
them is less than the amount you paid
for them.
These outcomes may arise because
of factors related to Mercury’s
creditworthiness, or because of other
factors. These other factors may include
the following:
• The fact that a trading market for the
Green Bonds may never develop, or, if
it develops, is not very liquid. Although
permission is expected to be granted
to quote the Green Bonds on the NZX
Debt Market, this does not guarantee
any trading market in the Green Bonds.
• The level, direction and volatility of
market interest rates. For example, if
market interest rates go up, the market
value of the Green Bonds would typically
be expected to go down and vice versa.
• The fact that Bondholders seeking to
sell relatively small or relatively large
amounts of Green Bonds may not be
able to do so at prices comparable to
those available to other Bondholders.
• The fact that Mercury’s credit rating
may decrease if the rating agency no
longer expects a moderate likelihood
of extraordinary support from the New
Zealand Government. Mercury’s credit
rating includes a one-notch uplift from
the company’s stand-alone credit
profile of ‘bbb’, due to this expectation
arising from legislated Crown majority
ownership. The Crown does not
guarantee the Green Bonds and is
under no obligation to provide financial
support to Mercury.
• The fact that the Green Bonds may
cease to meet (or Mercury may fail
to comply with) the requirements of
the Green Financing Framework, the
Green Bond Principles or the Climate
Bonds Standard; or that Mercury or
any Eligible Project fails to comply with
any environmental laws and standards,
or otherwise undertakes non-Eligible
Projects outside of the Green Financing
Framework; or that market practices,
standards, principles or regulations
further develop in a way that the Green
Bonds are not consistent with.
Should any of the scenarios mentioned in
the last bullet point above occur, the bonds
may cease to be labelled as Green Bonds
but will remain unsecured, unsubordinated
fixed rate bonds. Bondholders that
invested in Green Bonds on the basis of
the green label or compliance with green
principles or standards may consider
that the bonds no longer align with their
intentions or requirements. Bondholders
looking to sell their bonds at that time may
have increased difficulty finding interested
buyers or obtaining an acceptable price.
See also section 5 of this PDS (Key
features of the Green Bonds).
SPECIFIC RISKS
RELATING TO MERCURY’S
CREDITWORTHINESS
Mercury considers that the circumstances
which could significantly affect, either
individually or in combination, the
future financial position and financial
performance of Mercury together with its
subsidiaries, and therefore significantly
increase the risk that Mercury may default
on its obligations under the Green Bonds
are as set out below. These circumstances,
either individually or in combination, may
affect Mercury’s ability to pay interest on,
or repay, the Green Bonds.
Risks relating to legislation and regulation
Mercury operates in a highly regulated
industry, encompassing the generation
and retailing of electricity, transmission
and distribution, and participation in the
spot electricity market.
The regulatory environment in which
Mercury operates has changed in the
past and it could change over the term
of the Green Bonds, for example, due to
changes in Government policy relating to
freshwater, climate change and resource
management. Legislative or regulatory
changes, changes to carbon prices or
consent conditions, or levies applied
to the use of natural resources, may
result in Mercury facing direct or indirect
restrictions, conditions or additional costs
for its access to freshwater, carbon credits,
or geothermal resources for its hydro and
geothermal generation activities and New
Zealand Emissions Trading Scheme
(NZ ETS) compliance.
Regulatory changes imposed on the
current electricity market structure may
also affect the effectiveness of Mercury’s
integrated business model of generating
and retailing electricity and could
adversely impact the value of Mercury in
the future. Regulatory changes may also
be imposed on the New Zealand electricity
sector that could impact the future supply
and demand of electricity and affect
future spot, wholesale and retail electricity
prices. Examples may include the
Government’s investigation of the large
pumped hydro project at Lake Onslow,
significant subsidies for rooftop solar and
promotion/subsidies for electric vehicles.
Mercury seeks to mitigate these risks via
active engagement with Government and
its regulatory agencies through direct
submissions on regulatory reform and
memberships with relevant business and
sector advocacy bodies.
Treaty of Waitangi and other claims
Treaty of Waitangi and other claims
by Māori to land, water or geothermal
resources may, if successful, result in
the resumption of property used by
Mercury for generation purposes, or in
the imposition of restrictions, conditions
or additional costs on Mercury’s access to
water, geothermal fluid or its generation
assets and activities.
There is currently an application before
the Waitangi Tribunal seeking binding
recommendations for the resumption of
land at Pouākani, which includes land at
Mercury’s Maraetai power station. Mercury
has received advice that the Waitangi
Tribunal’s decision on the matter is unlikely
to impair its ability to operate its hydro
assets. In addition, in the event Mercury is
affected by the outcome of the Waitangi
Tribunal’s recommendation, the Crown is
required to compensate Mercury under the
Public Works Act 1981.
The Pouākani Claims Trust No 2 and a
group of kaumatua have recently filed a
claim in the Māori Land Court seeking
a declaration that certain parts of the
Waikato riverbed are Māori customary
land, including the riverbed beneath
the Whakamaru, Maraetai I and II and
Waipāpa dams. Mercury holds the fee
simple or beneficial title to that land and
has received advice that the applicants
are unlikely to succeed with a claim to
customary title in those parts of the
Waikato riverbed beneath the Whakamaru,
Maraetai I and II and Waipāpa dams.
Mercury seeks to mitigate the risk of such
claims via active stakeholder management
and by seeking to ensure that various
courts and tribunals are aware of the
effects any resumption orders may have
on New Zealand’s security of electricity
supply, flood control and other issues.
Electricity market exposure
Mercury’s business is subject to market
risks arising from its participation in the
spot and retail electricity markets.
Spot prices, contract prices, market
demand, competitor behaviour, fuel cost
changes and transmission capacity can
all impact Mercury’s ability to manage its
exposure to the spot electricity market.
Electricity demand, retail competition and
regulatory and technological changes
could impact on Mercury’s retail market
share and profitability and its financial
performance.
Mercury’s electricity portfolio settings and
resultant spot price exposure is dependent
on its ability to purchase and sell electricity
in the spot and contract electricity markets
which could be impacted by:
• short-term changes in supply and
demand (for example, the material
reduction in electricity demand which
occurred due to the temporary closure
of non-essential businesses during the
global pandemic COVID-19);
• national fuel conditions based on
hydrological conditions;
• competitor behaviour;
• constrained transmission and
distribution of electricity and gas; and
• contract market liquidity (for example
for ASX electricity futures).
Spot prices are determined by the level of
customer demand relative to supply from
power generation and can be affected by
levels of activity in the industrial sector,
population growth, economic conditions,
competitor behaviour including new
generation build and closure of existing
stations, technological changes or new
sources of energy, and regulatory changes.
One specific example of this relates to
the Tiwai Point aluminium smelter in
the lower South Island, operated by New
Zealand Aluminium Smelters, which
represented approximately 13% of New
Zealand’s electricity demand in 2019.
On 9 July 2020, majority owner, Rio Tinto,
announced the wind-down of operations
at the smelter with expected completion
in August 2021. This significant reduction
in electricity consumption is likely to result
in a fall in spot prices in the absence of
a supply-side response (for example,
the closure of thermal generation) or
medium-term demand growth. In the
short-term, Mercury anticipates that the
impact on wholesale electricity prices
in the North Island (where Mercury’s
generation assets are located) will be
moderated to some extent by limitations
on the ability of current transmission
assets to export excess electricity from the
lower South Island before transmission
upgrades can be completed. Changes in
forward electricity prices in the ASX New
Zealand Electricity Futures market may
indicate the combined general market
view of how future wholesale electricity
prices could be affected by Tiwai’s closure.
Since the closure was announced, forward
electricity prices for settlement after the
expected closure date have dropped by
approximately 21% (based on the average
settlement price for the North Island
Otahuhu node on 8 July 2020 and 17
August 2020, for futures settling in the
period of financial year 2022 and financial
year 2023). Such changes to wholesale
electricity prices would be expected to
cause an equivalent reduction in Mercury’s
generation revenue, however Mercury’s
overall exposure would be partially
mitigated over the short to medium term
by its general hedging, including electricity
derivatives and customer sales.
Competitor behaviour, such as pricing
campaigns or the entry of new
competitors, may put downward pressure
on retail electricity prices and may
also reduce Mercury’s market share or
require Mercury to increase its sales and
marketing costs in order to maintain
sales volumes. Competitor behaviour
can also be affected by changes in
customer behaviour, including reductions
in demand, the displacement of demand
by technology change or large business
customers choosing to buy electricity
directly on the wholesale spot market
rather than entering into fixed contracts.
Mercury could also be adversely affected
if a large group of customers, one or
more major customers, or a New Zealand
market participant were to default on
payment for electricity provided or for
hedge settlements (including as a result
of widespread financial stress arising from
COVID-19).
Fuel supply and electricity
production risks
If Mercury is unable to generate
expected amounts of electricity, this
may impact on its future operating
results. This could occur for a number of
reasons including adverse hydrological
conditions, competition for resources,
resource consents being varied or not
being renewed, Government regulation
(as discussed above) or power station
availability.
PRODUCT DISCLOSURE STATEMENT.
16 // 17

Mercury’s generation is dependent on
the availability of, and access to, ‘fuel’,
including water for hydro generation,
geothermal fluid for geothermal
generation, and wind for wind generation.
The principal risks to Mercury include that
it is unable to generate expected levels
of electricity due to either temporarily
or permanently reduced fuel supplies or
that it may face increased costs to secure
the necessary fuel, both of which may
adversely affect Mercury’s future operating
results. For example, Mercury is required
to surrender New Zealand Units (NZU)
under the NZ ETS due to greenhouse
gas (GHG) emissions being released at
Mercury’s geothermal power stations. The
cost of these operations may increase in
the future if the cost of NZUs increases,
whether due to changes in climate
change-related regulation or otherwise.
These emissions are currently offset by
long-term contracts to acquire NZUs from
New Zealand forestry suppliers.
Mercury’s ability to generate electricity
is also dependent on the continued
operation of its power stations. The
viability, efficiency or operability of
Mercury’s power stations could be
adversely affected by a range of factors,
including material failure of turbines,
generators, transformers or geothermal
wells and other mechanical, electrical
or steam field equipment or loss of
connection to the national grid that results
in unplanned power station outages and
which may require replacement or repair.
Mercury seeks to mitigate these
risks through an established asset
management framework. This
maintenance includes the development
of major asset group strategies, ongoing
condition assessment and risk analysis
resulting in short- and long-term
maintenance plans and reinvestment
programmes.
Natural disaster and insurance risk
Mercury is exposed to the risk that losses
arising in a severe catastrophic event may
not be sufficiently covered by Mercury’s
insurance. This may affect the future
operational performance and financial
condition of Mercury, which could in turn
impact on Mercury’s ability to meet its
debt repayment obligations.
Mercury’s generation assets are
concentrated in a few geographical
areas in the North Island of New Zealand,
with nine hydro stations on the Waikato
River, five geothermal stations situated
in the Taupo / Bay of Plenty area and
Turitea wind farm under construction
near Palmerston North. These assets are
therefore susceptible to being damaged
or destroyed by a natural disaster or other
large-scale catastrophic event, including
earthquakes, volcanic eruptions and
storms.
Although Mercury is insured through a
comprehensive programme including
cover for generation property, plant and
equipment and business interruption with
a combined limit (as at the date of this
PDS) of $1 billion:
• Some catastrophic events are
uninsurable, or Mercury has chosen not
to insure against them, such as acts of
terrorism.
• At the date of this PDS, Mercury
estimates that the maximum
foreseeable loss to which Mercury
and its subsidiaries could potentially
be exposed in a severe catastrophic
event is approximately $9 billion with
an assessed likelihood of occurrence
of 1 in 100,000 years. This is based on
the scenario where Ōhakuri Dam fails
following an earthquake or extreme
flooding event, resulting in a cascade
failure of Mercury’s six downstream
hydro dams and corresponding
generation assets.
Therefore, if Mercury’s generation assets
are damaged or fail in such a catastrophic
event and this causes significant
losses outside or in excess of Mercury’s
insurance cover, Mercury may be unable
to, or choose not to, replace the damaged
assets, with Mercury potentially losing
the capital invested in them, and their
anticipated future revenues. Such losses
and potentially significantly reduced
operations would affect Mercury’s future
financial performance and may impact
on Mercury’s ability to meet its debt
repayment obligations.
To help manage this risk, Mercury reviews
the level and nature of its insurance
cover annually. Mercury also seeks to
mitigate the impact of major damage to
its generation assets through detailed risk
management and business continuity
plans and has implemented systems
to maintain and operate its dams in
accordance with current international
dam safety practice and the New Zealand
Society of Large Dams (NZSOLD) ‘Dam
Safety Guidelines’ (providing for, among
other things, the prevention and mitigation
of accidental releases, dam safety
incidents and dam failures). This includes
routine dam surveillance monitoring
by Mercury, annual dam safety reviews
and 5-yearly independent safety reviews
of each dam and dam safety related
equipment.
PRODUCT DISCLOSURE STATEMENT.
18 // 19

0 7. TA X.
If you are tax resident in New Zealand or
otherwise receive payments of interest on
the Green Bonds that are subject to the
resident withholding tax rules, resident
withholding tax will be deducted from
payments of interest to you, unless you
notify the Securities Registrar that you
have RWT-exempt status (as that term is
defined in the Income Tax Act 2007) and
that status remains valid on the record
date for the relevant payment date.
If you receive payments of interest on the
Green Bonds subject to the non-resident
withholding tax rules, an amount equal to
any approved issuer levy (AIL) payable will
be deducted from payments of interest
to you in lieu of deducting non-resident
withholding tax (except where you elect
otherwise and Mercury agrees, or it is not
possible under any law, in which case non-
resident withholding tax will be deducted).
If the AIL regime applies, Mercury will
apply the zero rate of AIL if possible, and
otherwise pay AIL at the applicable rate.
If the AIL regime changes, Mercury
reserves the right not to pay AIL. See the
Master Trust Deed for further details.
INDEMNITY
If, in respect of any of your Green Bonds,
Mercury becomes liable to make any
payment of, or on account of, tax payable
by you, then you will be required to
indemnify Mercury in respect of such
liability. Any amounts paid by Mercury
in relation to any such liability may be
recovered from you by withholding the
amount from further payments to you in
respect of Green Bonds. See the Master
Trust Deed for further details.
GENERALLY
There may be other tax consequences
from acquiring or disposing of the Green
Bonds. If you have any queries relating to
the tax consequences of the investment,
you should obtain professional advice on
those consequences.
Taxes may affect your returns. The
information set out above does not
constitute taxation advice to any
Bondholder, is general in nature and
based on the taxation laws in force in New
Zealand as at the date of this PDS. Future
changes to these or other laws may affect
the tax consequences of an investment in
the Green Bonds.
08. SELLING RESTRICTIONS.
GENERAL
The Green Bonds may only be offered or
sold in conformity with all applicable laws
and regulations in New Zealand and in
any other jurisdiction in which the Green
Bonds are offered, sold or delivered.
Specific selling restrictions as of the date
of this PDS are set out below for the United
States, Australia, Hong Kong, Japan,
Singapore, the United Kingdom and
Switzerland.
No action has been or will be taken by
Mercury which would permit an offer of
Green Bonds, or possession or distribution
of any offering material, in any country or
jurisdiction where action for that purpose is
required (other than New Zealand).
No person may purchase, offer, sell,
distribute or deliver Green Bonds,
or have in their possession, publish,
deliver or distribute to any person, any
offering material or any documents in
connection with the Green Bonds, in any
jurisdiction other than in compliance with
all applicable laws and regulations and
the specific selling restrictions set out
below. Only the Joint Lead Managers may
distribute this PDS outside New Zealand
and only in compliance with the specific
selling restrictions set out below.
In particular, this PDS may not be
distributed to any person in the United
States and the Green Bonds may not be
offered or sold, directly or indirectly, to any
person in the United States.
By subscribing for Green Bonds, you
indemnify Mercury, the Arranger, the Joint
Lead Managers, the Securities Registrar
and the Bond Supervisor in respect of any
loss incurred as a result of you breaching
these selling restrictions.
U N IT ED S TAT ES
The Green Bonds have not been and will
not be registered under the Securities
Act of 1933, as amended (Securities Act)
and may not be offered or sold within the
United States or to, or for the account
or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act
(Regulation S)) except in accordance with
Regulation S or pursuant to an exemption
from, or in a transaction not subject to, the
registration requirements of the Securities
Act.
The Green Bonds will not be offered or
sold within the United States or to, or for
the account or benefit of, U.S. persons
(i) as part of their distribution at any
time, or (ii) otherwise until 40 days after
the completion of the distribution of all
Green Bonds of the tranche of which such
Green Bonds are part, as determined
and certified by the Joint Lead Managers
except in accordance with Rule 903 of
Regulation S. Any Green Bonds sold
to any distributor, dealer or person
receiving a selling concession, fee or other
remuneration during the distribution
compliance period require a confirmation
or notice to the purchaser at or prior to the
confirmation of the sale to substantially
the following effect:
“The Green Bonds covered hereby
have not been registered under the
United States Securities Act of 1933,
as amended (the Securities Act) or
with any securities regulatory authority
of any state or other jurisdiction of
the United States and may not be
offered or sold within the United
States, or to or for the account or
benefit of, U.S. persons (i) as part of
their distribution at any time or (ii)
otherwise until 40 days after the later
of the commencement of the offering
of the Green Bonds and the closing
date except in either case pursuant to
a valid exemption from registration in
accordance with Regulation S under
the Securities Act. Terms used above
have the meaning given to them by
Regulation S.”
Until 40 days after the completion of
the distribution of all Green Bonds or
the tranche of which those Green Bonds
are a part, an offer or sale of the Green
Bonds within the United States by any
Joint Lead Manager or any dealer or other
distributor (whether or not participating in
the offering) may violate the registration
requirements of the Securities Act if such
offer or sale is made otherwise than in
accordance with Regulation S.
AUSTRALIA
This PDS and the offer of Green Bonds
are only made available in Australia to
persons to whom an offer of securities can
be made without disclosure in accordance
with applicable exemptions in sections
708(8) (sophisticated investors) or 708(11)
(professional investors) of the Australian
Corporations Act 2001 (the Corporations
Act). This PDS is not a prospectus,
product disclosure statement or any
other formal “disclosure document” for
the purposes of Australian law and is not
required to, and does not, contain all the
information which would be required in a
"disclosure document" under Australian
law. This PDS has not been and will not be
lodged or registered with the Australian
Securities & Investments Commission or
the Australian Securities Exchange and
the issuer is not subject to the continuous
disclosure requirements that apply in
Australia.
Prospective investors should not construe
anything in this PDS as legal, business
or tax advice nor as financial product
advice for the purposes of Chapter 7 of the
Corporations Act. Investors in Australia
should be aware that the offer of Green
Bonds for resale in Australia within 12
months of their issue may, under section
707(3) of the Corporations Act, require
disclosure to investors under Part 6D.2 if
none of the exemptions in section 708 of
the Corporations Act apply to the re-sale.
HONG KONG
WARNING: This PDS has not been, and
will not be, registered as a prospectus
under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance
(Cap. 32) of Hong Kong, nor has it been
authorised by the Securities and Futures
Commission in Hong Kong pursuant to
the Securities and Futures Ordinance
(Cap. 571) of the Laws of Hong Kong (the
SFO). No action has been taken in Hong
Kong to authorise or register this PDS or
to permit the distribution of this PDS or
any documents issued in connection with
it. Accordingly, the Green Bonds have not
been and will not be offered or sold in
Hong Kong other than to "professional
investors" (as defined in the SFO and any
rules made under that ordinance).
No advertisement, invitation or document
relating to the Green Bonds has been or
will be issued, or has been or will be in the
possession of any person for the purpose
of issue, in Hong Kong or elsewhere that
is directed at, or the contents of which are
likely to be accessed or read by, the public
of Hong Kong (except if permitted to do
so under the securities laws of Hong Kong)
other than with respect to Green Bonds
that are or are intended to be disposed
of only to persons outside Hong Kong or
only to professional investors. No person
allotted Green Bonds may sell, or offer to
sell, such securities in circumstances that
amount to an offer to the public in Hong
Kong within six months following the date
of issue of such securities.
The contents of this PDS have not been
reviewed by any Hong Kong regulatory
authority. You are advised to exercise
caution in relation to the Offer. If you are in
doubt about any contents of this PDS, you
should obtain independent professional
advice.
PRODUCT DISCLOSURE STATEMENT.
20 // 21

JAPAN
The Green Bonds have not been and
will not be registered under Article 4,
paragraph 1 of the Financial Instruments
and Exchange Law of Japan (Law No. 25
of 1948), as amended (the FIEL) pursuant
to an exemption from the registration
requirements applicable to a private
placement of securities to Qualified
Institutional Investors (as defined in and in
accordance with Article 2, paragraph 3 of
the FIEL and the regulations promulgated
thereunder). Accordingly, the Green
Bonds may not be offered or sold, directly
or indirectly, in Japan or to, or for the
benefit of, any resident of Japan other
than Qualified Institutional Investors.
Any Qualified Institutional Investor who
acquires Green Bonds may not resell
them to any person in Japan that is not
a Qualified Institutional Investor, and
acquisition by any such person of Green
Bonds is conditional upon the execution of
an agreement to that effect.
SINGAPORE
SINGAPORE SECURITIES AND FUTURES
ACT PRODUCT CLASSIFICATION:
Solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures
Act (Chapter 289 of Singapore) (the SFA),
Mercury has determined, and hereby
notifies all relevant persons (as defined in
Section 309A of the SFA) that the Green
Bonds are “prescribed capital markets
products” (as defined in the Securities
and Futures (Capital Markets Products)
Regulations 2018).
This PDS and any other materials relating
to the Green Bonds have not been, and
will not be, lodged or registered as a
prospectus in Singapore with the Monetary
Authority of Singapore. Accordingly,
this PDS and any other document or
materials in connection with the offer
or sale, or invitation for subscription or
purchase, of Green Bonds, may not be
issued, circulated or distributed, nor may
the Green Bonds be offered or sold, or
be made the subject of an invitation for
subscription or purchase, whether directly
or indirectly, to persons in Singapore
except pursuant to and in accordance
with exemptions in Subdivision (4) Division
1, Part XIII of the SFA, or as otherwise
pursuant to, and in accordance with
the conditions of any other applicable
provisions of the SFA.
This PDS has been given to you on the
basis that you are (i) an "institutional
investor" (as defined in the SFA) or (ii) an
"accredited investor" (as defined in the
SFA). In the event that you are not an
investor falling within any of the categories
set out above, please return this PDS
immediately. You may not forward or
circulate this PDS to any other person in
Singapore.
Any offer is not made to you with a view
to the Green Bonds being subsequently
offered for sale to any other party. There
are on-sale restrictions in Singapore
that may be applicable to investors who
acquire Green Bonds. As such, investors
are advised to acquaint themselves with
the SFA provisions relating to resale
restrictions in Singapore and comply
accordingly.
UNITED KINGDOM
Neither this PDS nor any other document
relating to the Offer has been delivered
for approval to the Financial Conduct
Authority in the United Kingdom and no
prospectus (within the meaning of section
85 of the Financial Services and Markets
Act 2000, as amended (FSMA)) has been
published or is intended to be published in
respect of the Green Bonds.
The Green Bonds may not be offered or
sold in the United Kingdom by means of
this PDS or any other document, except
in circumstances that do not require
the publication of a prospectus under
section 86(1) of the FSMA. This PDS
is issued on a confidential basis in the
United Kingdom to "qualified investors"
(within the meaning of Article 2(e) of the
Prospectus Regulation (2017/1129/EU),
replacing section 86(7) of the FSMA). This
PDS may not be distributed or reproduced,
in whole or in part, nor may its contents be
disclosed by recipients to any other person
in the United Kingdom.
Any invitation or inducement to
engage in investment activity (within
the meaning of section 21 of the
FSMA) received in connection with the
issue or sale of the Green Bonds has
only been communicated or caused
to be communicated and will only
be communicated or caused to be
communicated in the United Kingdom in
circumstances in which section 21(1) of the
FSMA does not apply to Mercury.
In the United Kingdom, this PDS is
being distributed only to, and is directed
at, persons (i) who have professional
experience in matters relating to
investments falling within Article 19(5)
(investment professionals) of the Financial
Services and Markets Act 2000 (Financial
Promotions) Order 2005 (FPO), (ii) who fall
within the categories of persons referred
to in Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may
otherwise be lawfully communicated
(together relevant persons). The
investment to which this PDS relates is
available only to relevant persons. Any
person who is not a relevant person should
not act or rely on this PDS.
SWITZERLAND
The Green Bonds may not be publicly
offered in Switzerland and will not be
listed on the SIX Swiss Exchange or on any
other stock exchange or regulated trading
facility in Switzerland. Neither this PDS nor
any other offering or marketing material
relating to the Green Bonds constitutes
a prospectus or a similar notice, as such
terms are understood under art. 35 of the
Swiss Financial Services Act (FinSA) or
the listing rules of any stock exchange or
regulated trading facility in Switzerland.
No offering or marketing material relating
to the Green Bonds has been, nor will
be, filed with or approved by any Swiss
regulatory authority or authorised review
body. In particular, this PDS will not be
filed with, and the offer of Green Bonds
will not be supervised by, the Swiss
Financial Market Supervisory Authority.
Neither this PDS nor any other offering
or marketing material relating to the
Green Bonds may be publicly distributed
or otherwise made publicly available
in Switzerland. The Green Bonds will
only be offered to investors who qualify
as "professional clients" (as defined in
the FinSA). This PDS is personal to the
recipient and not for general circulation in
Switzerland.
09. WHO IS INVOLVED.
NAMEROLE
Issuer
Mercury NZ Limited
Issuer of the Green Bonds.
Bond Supervisor
The New Zealand Guardian Trust
Company Limited
Holds certain covenants on trust for the benefit of the Bondholders, including the
right to enforce Mercury’s obligations under the Green Bonds.
Arranger
ANZ Bank New Zealand LimitedProvides advice and assistance to Mercury in arranging the Offer.
Joint Lead
Managers
ANZ Bank New Zealand Limited
Bank of New Zealand
Craigs Investment Partners Limited
Forsyth Barr Limited
Assist with the bookbuild for the Offer, and marketing and distribution of the Offer.
Except as described above, the Joint Lead Managers are not otherwise involved in
the Offer. None of the Arranger, the Joint Lead Managers and their respective
directors, employees, agents and advisers have independently verified the content
of this PDS.
This PDS does not constitute financial advice from the Arranger, any Joint Lead
Manager or any of their respective directors, officers, employees, agents or advisers
to purchase any Green Bonds. You must make your own independent investigation
and assessment of the financial condition and affairs of Mercury before deciding
whether or not to invest in the Green Bonds.
Securities
Registrar
Computershare Investor
Services Limited
Maintains the register of Bondholders.
Solicitors to
Issuer
Chapman TrippProvides legal advice to Mercury in respect of the Offer.
Solicitors to
Bond Supervisor
Bell GullyProvides legal advice to the Bond Supervisor in respect of the Offer.
Green Bond
assurance
DNV GLProvides an independent limited assurance conclusion to verify the compliance of
the Green Bonds with the Green Bond Principles and Climate Bonds Standard.
Green Bond
Co-ordinator
ANZ Bank New Zealand LimitedProvides assistance to Mercury with structuring the "green" aspects of the Offer,
including the Green Financing Framework and facilitating the audit assurance of
the Green Bonds.
PRODUCT DISCLOSURE STATEMENT.
22 // 23

10. HOW TO COMPLAIN.
Complaints about the Green Bonds can be
directed to:
Mercury NZ Limited at
Head of Investor Relations
33 Broadway
Newmarket
Auckland 1023
Telephone: 0275 173 470
Email: Investor.Relations@mercury.co.nz
If for any reason Mercury is unable to
resolve your complaint, please contact:
The Bond Supervisor at
The New Zealand Guardian
Trust Company Limited
Level 14, 191 Queen Street
Auckland 1010
Telephone: 0800 683 909
Email: ct-auckland@nzgt.co.nz
The Bond Supervisor is a member of an
external, independent dispute resolution
scheme operated by Financial Services
Complaints Limited (FSCL) and approved
by the Ministry of Consumer Affairs. If
the Bond Supervisor has not been able to
resolve your issue, you can refer the matter
to FSCL by emailing complaints@fscl.org.
nz, or calling FSCL on 0800 347 257, or
by completing the complaints form online
at www.fscl.org.nz/complaints/complaint-
form, or by writing to FSCL at PO Box,
5967, Wellington 6145.
The scheme will not charge a fee to any
complainant to investigate or resolve a
complaint.
Complaints may also be made to the
Financial Markets Authority through their
website www.fma.govt.nz.
Further information relating to Mercury and
the Green Bonds is available on the online
offer register maintained by the Companies
Office known as ‘Disclose’. The offer register
can be accessed at https://disclose-register.
companiesoffice.govt.nz/.
A copy of the information on that register is
also available on request to the Registrar of
Financial Service Providers at
registrar@fspr.govt.nz. The information
contained on that register includes a copy of
the Trust Deed (including the Supplemental
Trust Deed and the conditions of the Green
Bonds).
Mercury is subject to a disclosure obligation
in relation to its shares that requires it to
notify certain material information to the
NZX for the purpose of that information
being made available to participants in the
market. Mercury’s page on the NZX website,
which includes information made available
under the disclosure obligations referred
to above, can be found at www.nzx.com/
companies/MCY. The Green Financing
Framework and any updated Green
Financing Framework can be accessed at
Mercury’s website (currently at
www.mercury.co.nz/green-bonds).
11. WHERE YOU CAN FIND
MORE INFORMATION.
The Offer will be open to institutional
investors and members of the public who
are resident in New Zealand.
All of the Green Bonds offered under the
Offer (including any oversubscriptions) have
been reserved for subscription by clients of
the Joint Lead Managers, NZX Firms and
other approved financial intermediaries
invited to participate in a bookbuild
conducted by the Joint Lead Managers.
There is no public pool for the Green Bonds.
This means you can only apply for the Green
Bonds through a Primary Market Participant
or approved financial intermediary who
has obtained an allocation. You can find a
Primary Market Participant by visiting
www.nzx.com/investing/find-a-participant.
The Primary Market Participant or approved
financial intermediary will:
• provide you with a copy of this PDS (if
you have not already received a copy);
• explain what you need to do to apply for
the Green Bonds; and
• explain what payments need to be
made by you (and by when).
The Primary Market Participant or approved
financial intermediary can also explain
what arrangements will need to be put in
place for you to trade the Green Bonds
(including obtaining a common shareholder
number (CSN), an authorisation code (FIN)
and opening an account with a Primary
Market Participant) as well as the costs and
timeframes for putting such arrangements
in place.
12. HOW TO APPLY.
13. CONTACT
INFORMATION.
ISSUER
Mercury NZ Limited
33 Broadway
Newmarket
Auckland 1023
Telephone: 0275 173 470
SECURITIES
REGISTRAR
Computershare Investor Services
Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: +64 9 488 8777
ARRANGER,
GREEN BOND
CO-ORDINATOR
AND JOINT LEAD
MANAGER
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
170 Featherston Street
Wellington 6011
Telephone: 0800 269 476
JOINT LEAD
MANAGERS
Bank of New Zealand
Level 6, Deloitte Centre
80 Queen Street
Auckland 1010
Telephone: 0800 284 017
Craigs Investment Partners Limited
Level 36 Vero Centre
48 Shortland Street
Auckland 1010
Telephone: 0800 226 263
Forsyth Barr Limited
Level 23, Lumley Centre
88 Shortland Street
Auckland 1010
Telephone: 0800 367 227
PRODUCT DISCLOSURE STATEMENT.
24 // 25

GLOSSARY.
$New Zealand dollars.
Arranger ANZ Bank New Zealand Limited.
Bond SupervisorThe New Zealand Guardian Trust Company Limited or such other supervisor as may hold office as
supervisor under the Trust Deed from time to time.
BondholderA person whose name is entered in the Register as a holder of a Green Bond.
Business DayA day (other than a Saturday or Sunday) on which registered banks are generally open for business
in Auckland and Wellington, except that in the context of the Listing Rules it means a day on
which the NZX Debt Market is open for trading.
CBIClimate Bonds Initiative.
Climate Bonds StandardThe Climate Bonds Standard, currently version 3.0, as amended from time to time.
Closing DateFriday, 4 September 2020 at 12.00pm.
Disclose RegisterThe online offer register maintained by the Companies Office known as ‘Disclose’.
Eligible ProjectsProjects or expenditures including renewable energy, energy efficiency and electrification and
clean transportation, that have been identified by Mercury as meeting the criteria for “Eligible
Projects” as set out in the Green Financing Framework.
Event of DefaultEach event set out in clause 11 of the Master Trust Deed, which are summarised in section 5 of this
PDS (Key features of the Green Bonds).
Extraordinary ResolutionA resolution passed with the support of Bondholders holding not less than 75% of the aggregate
Principal Amount of Green Bonds held by those persons voting.
First Interest Payment Date14 March 2021.
As the First Interest Payment Date is a Sunday, interest is payable on Monday, 15 March 2021
instead.
FMCAFinancial Markets Conduct Act 2013.
Green Financing FrameworkThe document developed and adopted by Mercury and entitled Mercury NZ Limited Green
Financing Framework 2020, dated August 2020. The Green Financing Framework may be
amended by Mercury from time to time.
Green Bond PrinciplesThe Green Bond Principles dated June 2018 as published by the International Capital Market
Association as amended from time to time.
Green BondsThe green bonds constituted and issued pursuant to the Trust Deed and offered pursuant to this
PDS.
Guaranteed LiabilitiesLiabilities owed to Mercury’s USPP noteholders, banks and certain financial institutions that have
lent money to Mercury.
Unlike Bondholders, creditors of Guaranteed Liabilities have the benefit of guarantees from certain
subsidiaries of Mercury so may also claim directly against those subsidiaries.
Inland RevenueThe New Zealand Inland Revenue Department.
Interest Payment Dates14 March and 14 September in each year (or if that day is not a Business Day, the next Business
Day) until and including the Maturity Date.
Interest RateThe interest rate for the Green Bonds, as announced by Mercury via NZX on the Rate Set Date.
Issue DateMonday, 14 September 2020.
Issue MarginThe issue margin determined by Mercury in conjunction with the Joint Lead Managers following
the bookbuild for the Offer as announced by Mercury via NZX on the Rate Set Date.
Joint Lead ManagersANZ Bank New Zealand Limited, Bank of New Zealand, Craigs Investment Partners Limited and
Forsyth Barr Limited.
Listing RulesThe listing rules applying to the NZX Debt Market.
Master Trust DeedThe master trust deed dated 4 April 2003 as amended from time to time (most recently on 21
May 2019) between Mercury and the Bond Supervisor pursuant to which certain bonds, including
the Green Bonds, may be issued (as amended or supplemented from time to time).
Maturity Date14 September 2027.
Mercury or IssuerMercury NZ Limited.
Negative Pledge DeedThe negative pledge deed dated 7 March 2001 provided by Mercury and the Guaranteeing
Subsidiaries (as defined therein). Bondholders do not have the benefit of this deed.
NZXNZX Limited.
NZX Debt MarketThe debt security market operated by NZX.
NZX Main BoardThe main registered market for trading equity securities operated by NZX.
OfferThe offer of Green Bonds made by Mercury under this PDS.
Opening Date Monday, 31 August 2020.
PDSThis product disclosure statement for the Offer dated 21 August 2020.
Primary Market ParticipantHas the meaning given to that term in the NZX Participant Rules as amended from time to time.
Principal Amount$1.00 per Green Bond.
Principal SubsidiaryHas the meaning given to that term in the Master Trust Deed.
Rate Set DateFriday, 4 September 2020
RegisterThe register in respect of the Green Bonds maintained by the Securities Registrar.
Securities RegistrarComputershare Investor Services Limited.
Supplemental Trust DeedThe supplemental trust deed dated 21 August 2020 between Mercury and the Bond Supervisor
setting the terms and conditions of the Green Bonds (as amended or supplemented from time to
time).
Swap RateThe mid-market rate for an interest rate swap of a term matching the period from the Issue Date
to the Maturity Date as calculated by the Arranger in consultation with Mercury, according to
market convention, with reference to Bloomberg page ‘ICNZ4’ (or any successor page) on the Rate
Set Date (rounded to 2 decimal places, if necessary, with 0.005 being rounded up).
Trust DeedThe Master Trust Deed, as supplemented by the Supplemental Trust Deed.
USPPAn issuance of notes to investors in the United States by private placement.
USPP Note Purchase AgreementThe Note Purchase Agreement dated 8 December 2010 between Mercury and the initial
purchasers of its USPP notes.
PRODUCT DISCLOSURE STATEMENT.
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