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Opening of NZ$75 million Retail Offer

Capital Raise17 February 2021CENUtilities

contactenergy.co.nz
NZX RELEASE

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

18 February 2021

Opening of NZ$75 million Retail Offer


Contact Energy Limited (NZX/ASX: CEN) (“Contact”) is pleased to announce the opening of

its non-underwritten NZ$75 million retail offer (“Retail Offer”) today. The Retail Offer is part

of Contact’s NZ$400 million equity raising announced on 15 February 2021, pursuant to

which Contact also undertook a fully underwritten NZ$325 million placement of new shares

to institutional shareholders in New Zealand, Australia and certain other jurisdictions

(“Placement”).


Contact announced the successful completion of the Placement on 16 February 2021. The

Placement of NZ$325 million of new, fully paid ordinary shares was fully subscribed at the

fixed price of NZ$7.00 per share, which represented a discount of 2.8% to the last close

price of NZ$7.20 per share on 12 February 2021 and a discount of 7.8% to the five-day

volume weighted average price of NZ$7.60 (assessed up to and including 12 February

2021). Settlement of the Placement is expected to occur on 18 February 2021 for the ASX

and on 19 February 2021 for NZX, with the allotment of all shares and the commencement

of trading on NZX and ASX expected to occur on 19 February 2021.


Under the Retail Offer, eligible existing shareholders whose address is recorded in Contact’s

share register as being in New Zealand or Australia can each subscribe for up to

NZ$50,000/A$46,500 worth of new Contact shares. The offer price of these shares will be

the lower of the Placement offer price of NZ$7.00 and a 2.5% discount to the five-day

volume weighted average price of Contact shares traded on the NZX during the last five

business days of the Retail Offer period (inclusive). The new shares to be issued under the

Retail Offer will rank equally in all respects with Contact’s existing ordinary shares.


The Retail Offer size of up to NZ$75 million (with the ability to accept oversubscriptions at

Contact’s discretion) has been sized to reflect the retail shareholder base, with the objective

of providing almost all existing eligible shareholders the opportunity to achieve at least their

pro rata portion of the equity raising. If scaling of the Retail Offer is required, it will be done

having regard to shareholders’ existing shareholdings at the record date of 12 February

2021.


A Retail Offer booklet, together with an application form, will be sent or made available to

eligible New Zealand and Australian resident shareholders today and will also be available

to those eligible shareholders at www.contactshareoffer.co.nz from today. All eligible

shareholders are encouraged to visit that website and apply online before the closing date

on Friday, 5 March 2021.


Key dates relating to the Retail Offer are set out in the Appendix to this announcement. A

copy of the Retail Offer booklet also accompanies this announcement.


-ends-

1/ CONTACT DETAILS

Investor enquiries: Matt Forbes, matthew.forbes@contactenergy.co.nz, +64 21 072 8578

Media enquiries: Paul Ford, paul.ford@contactenergy.co.nz, Ph +64 21 809 589



contactenergy.co.nz

Appendix


Key Dates for Retail Offer

1

Date

Record Date

7:00pm NZDT (5:00pm AEDT)

Friday, 12 February 2021

Expected dispatch of Offer Document and application form Thursday, 18 February 2021

Retail Offer opens Thursday, 18 February 2021

Retail Offer closes

5:00pm NZDT (3:00pm AEDT)

Friday, 5 March 2021

Announcement of results of Retail Offer and offer price of Retail

Offer in NZ$ and A$

Thursday, 11 March 2021

NZX and ASX settlement Friday, 12 March 2021

Retail Offer shares allotted and commence trading on NZX Friday, 12 March 2021

Retail Offer shares commence trading on ASX Monday, 15 March 2021



NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement does not constitute an offer of securities in any place outside New Zealand. In particular,

this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any shares in the United

States or in any jurisdiction in which such an offer would be illegal. The offer and sale of the shares referred to in

this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 or the

securities laws of any state or other jurisdiction of the United States and accordingly, such shares may not be

offered, sold or otherwise transferred, directly or indirectly, in the United States or to any person acting for the

account or benefit of a person in the United States (to the extent such person is acting for the account or benefit

of a person in the United States).


You must not send copies of this announcement or any other material relating to the Retail Offer to any person in

the United States or elsewhere outside New Zealand and Australia.


1

The timetable presented is indicative only and subject to change without notice (subject to applicable laws and

the NZX Listing Rules and ASX Listing Rules). All dates and times are New Zealand times (unless stated

otherwise).

---

Retail
Offer

Offer document

18 February 2021

Go to contactshareoffer.co.nz

for more information and to apply.

This is an important document.

You should read the whole document before

deciding whether to subscribe for shares. If

you have any doubts as to what you should

do, please consult your broker, financial,

investment or other professional adviser.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

This document does not constitute an offer of securities in any place outside New Zealand or
Australia. In particular, this document does not constitute an offer to sell, or a solicitation of an

offer to buy, any shares in the United States or in any jurisdiction in which such an offer would

be illegal. The offer and sale of the shares referred to in this document have not been, and will

not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or

other jurisdiction of the United States and accordingly, such shares may not be offered, sold or

otherwise transferred, directly or indirectly, in the United States or to any person acting for the

account or benefit of a person in the United States (to the extent such person is acting for the

account or benefit of a person in the United States). You must not send copies of this document

or any other material relating to the Retail Offer to any person in the United States or, except

with the consent of Contact, elsewhere outside New Zealand and Australia.


1



CONTENTS


Important Information Page 2

Chair's letter Page 5

Part 1: Key Details Page 7

Part 2: Key Dates Page 8

Part 3: Questions and Answers Page 9

Part 4: Terms and Conditions Page 14

Part 5: Glossary Page 23

Part 6: Directory Page 25


2



IMPORTANT INFORMATION

General Information

This Offer Document has been prepared by

Contact Energy Limited (Contact) in

connection with an offer of new ordinary

shares (Offer Shares) under a share purchase

plan and placement (the Offer).

In New Zealand the Offer is made to Eligible

Shareholders under the exclusion in clause 19

of Schedule 1 of the Financial Markets

Conduct Act 2013 (FMCA).

In Australia the Offer is made to Eligible

Shareholders in accordance with the relief

granted under ASIC Corporations (Share and

Interest Purchase Plans) Instrument 2019/547

and as amended by ASIC Instrument 21-0114.

This Offer Document is not a product

disclosure statement or prospectus for the

purposes of the FMCA or the Corporations Act

2001 (Cth) or any other law, and does not

contain all of the information which may be

required in order to make an informed

investment decision about the Offer or

Contact.

Further Important Information

A presentation entitled "Tauhara investment

and capital management plan" providing

further important information in relation to

Contact and the Offer has been published by

Contact on 15 February 2021 (the Investor

Presentation). A copy of the Investor

Presentation and other important information

released on 15 February 2021 are available at

www.nzx.com and www.asx.com.au under the

ticker code "CEN".

The Investor Presentation includes details of

the rationale for the Offer and explains in more

detail the expected impact of the Offer,

including a non-exhaustive summary of certain

key risks associated with Contact and the

Offer.

You should read the Investor Presentation in

full, as it contains important information to

assist you in making an investment decision in

respect of the Offer. In particular, you should

read and consider pages 23 to 26 of the

Investor Presentation ("Key Risks") before

making an investment decision.

Additional information available under

continuous disclosure obligations

Contact is subject to continuous disclosure

obligations under the Listing Rules and the

ASX Listing Rules. Market releases by Contact

are available at www.nzx.com and

www.asx.com.au under the ticker code "CEN".

You are strongly cautioned not to place

undue reliance on any forward-looking

statements such as indications of, and

guidance on, future earnings and financial

position and performance in any market

releases made by Contact, particularly in

light of the current economic climate and

the significant volatility, uncertainty and

disruption caused by the outbreak of

COVID-19.

Contact recommends that you read its market

announcements (together with the materials

attached to those announcements), and in

particular its recent announcements regarding:

• the Offer released on 15 February 2021

(including the Investor Presentation

accompanying that announcement);

• Contact's 2021 interim report and 2021

interim results presentation for the six

months ended 31 December 2021 released

on 15 February 2021, and annual financial

statements, FY20 Integrated Report and

results presentation for the year ended 30

June 2020 released on 10 August 2020;

• Contact's monthly operating reports,

including the most recent operating report

for the months ended 31 December 2020

(released on 21 January 2021) and 31

January 2021 (released on 15 February

2021);

• the extension for New Zealand's Aluminium

Smelter at Tiwai Point released on 14

January 2021; and

• Contact confirms world-class Tauhara

geothermal resource released on 23 June

2020.

Contact may, during the Offer, make additional

releases to NZX and ASX. Shareholders

should monitor Contact's market

announcements during the period of the Offer.


3



No release by Contact to NZX or ASX will

permit an applicant to withdraw any previously

submitted Application without Contact's prior

written consent, whether or not there has been

any permissible variation of the Offer.

Market risk

The market price for the Shares may change

materially between the date this Offer opens,

the date you apply for Offer Shares under the

Offer, and the date on which the Shares are

allotted to you. This is particularly the case

given the wide fluctuations and volatility in the

share prices for many listed companies in

recent times due to the continuing impacts of

COVID-19. There is no certainty that this

recent volatility will not continue or worsen,

which could have a materially adverse impact

on the share price for Contact. Accordingly:

• the price paid for Offer Shares may be

higher or lower than the price at which

Shares are trading on the NZX Main Board

or the ASX at the time Shares are issued

under the Offer;

• the market price of Offer Shares following

allotment may be higher or lower than the

Issue Price; and

• it is possible that up to or after the Allotment

Date, you may be able to buy Shares at a

lower price than the Issue Price.

Withdrawal and date changes

Subject to compliance with all applicable laws,

Contact reserves the right at its absolute

discretion to withdraw all or any part of the

Offer and to alter the dates set out in this Offer

Document.

Offering restrictions

This Offer Document is intended for use only in

connection with the Offer to Eligible

Shareholders with an address in New Zealand

and Australia. This Offer Document does not

constitute an offer or invitation in any place in

which, or to any person to whom, it would not

be lawful to make such an offer or invitation.

No action has been taken to permit a public

offering of the Offer Shares in any jurisdiction

outside New Zealand and Australia. The

distribution of this Offer Document (including

an electronic version) in a jurisdiction outside

New Zealand and Australia may be restricted

by law and persons who come into possession

of it (including nominees, trustees or

custodians) should seek advice on and

observe any such restrictions. Any failure to

comply with such restrictions may contravene

applicable securities law. Contact disclaims all

liability in respect of any such contravention by

any other person.

No person may subscribe for, purchase, offer,

sell, distribute or deliver the Offer Shares, or

be in possession of, or distribute to any other

person, any offering material or any

documents in connection with the Offer

Shares, in any jurisdiction other than in

compliance with all applicable laws and

regulations. Without limiting the foregoing, this

Offer Document may not be released or

distributed in the United States. This Offer

Document does not constitute an offer to sell,

or a solicitation of an offer to buy, any

securities in the United States. The Offer

Shares have not been, and will not be,

registered under the U.S. Securities Act or the

securities laws of any state or other jurisdiction

of the United States. Accordingly, the Offer

Shares may not be offered, sold or otherwise

transferred, directly or indirectly, in the United

States or to any person acting for the account

or benefit of a person in the United States (to

the extent such person is acting for the

account or benefit of a person in the United

States).

Decision to participate in the Offer

The information in this Offer Document does

not constitute a recommendation to acquire or

invest in Offer Shares and is not financial

product advice to you or any other person.

This Offer Document has been prepared

without taking into account your investment

objectives, financial or taxation situation or

particular needs or circumstances.

Before deciding whether to invest in Offer

Shares, you must make your own assessment

of the risks associated with an investment in

Contact (including the inherent uncertainties as

to the impact of COVID-19 and the summary of

key risks on pages 23 to 26 of the Investor

Presentation ("Key Risks")), and consider

whether such an investment is suitable for you

having regard to publicly available information

(including the Investor Presentation), your

personal circumstances and following

consultation with a financial or other

professional adviser. Please read this Offer

Document carefully and in full before making

that decision.


4



ASIC Relief

Contact has obtained specific ASIC relief to

allow Eligible Shareholders in Australia to

participate in the Offer up to NZ$50,000.

However, Contact has set the maximum

Australian dollar application amount at

A$46,500 to allow for NZ$/A$ exchange rate

movements up to the closing date of the Offer.

No guarantee

No person named in this Offer Document (nor

any other person) guarantees the Offer Shares

to be issued pursuant to the Offer or warrants

the future performance of Contact or any

return on any investment made pursuant to

this Offer Document.

Privacy

Any personal information you provide in your

Application will be held by Contact and/or the

Registrar at the addresses set out in the

Directory. Contact and/or the Registrar may

store your personal information in electronic

format, including in online storage on a server

or servers which may be located in New

Zealand or overseas. This information will be

used for the purposes of administering your

investment in Contact.

This information will only be disclosed to third

parties with your consent or if otherwise

required by law. Under the Privacy Act 2020

and the Australian Privacy Act 1988 (Cth), you

have the right to access and correct any

personal information held about you.

Enquiries

Enquiries about the Offer can be directed to an

NZX Primary Market Participant, ASX broker,

or your solicitor, accountant or other

professional adviser. If you have any questions

about how to apply online or complete the

Application Form, please contact the Registrar

as set out in the Directory.

Times, currency and laws

Unless otherwise stated, all references in this

Offer Document to times and dates are to

times and dates in New Zealand, all references

to currency are to New Zealand dollars, and all

references to applicable statutes and

regulations are references to New Zealand

statutes and regulations.

Defined terms

Capitalised terms used in this Offer Document

have the specific meaning given to them in the

Glossary at the back of this Offer Document or

in the relevant section of this Offer Document.

Words importing the plural include the singular

and vice versa.























5



Letter from the Chair


Dear Shareholder,

Purpose of the Retail Offer

On 15 February 2021, Contact announced its commitment to developing the 152MW Tauhara

Geothermal Project (Tauhara) as well as plans to raise approximately NZ$400 million of new equity

through an underwritten NZ$325 million placement of new shares (Placement) and a non-

underwritten retail offer (Retail Offer) of up to NZ$75 million (with the ability to accept

oversubscriptions at Contact's discretion) (together, the Equity Raise).

Contact's commitment to developing Tauhara follows New Zealand Aluminium Smelters and Meridian

Energy's announcement of the entry into a new 4-year 572MW supply agreement in relation to the

Tiwai Point Aluminium Smelter on 14 January 2021. The extension of the Tiwai Point Aluminium

Smelter will provide significant support to the forward electricity demand profile in New Zealand and,

with Tauhara, Contact now has a unique opportunity to bring to market New Zealand's lowest cost,

firmed renewable development project. Contact is a world leading geothermal developer and the

development of Tauhara will further add to Contact's existing low carbon, renewable generation asset

base.

The proceeds from the Equity Raise will initially reduce net debt and provide financial flexibility to fund

the Tauhara Project and other future growth projects. The Equity Raise will also provide Contact the

flexibility to execute on the development pipeline beyond Tauhara comprising up to NZ$800 million of

additional projects, including the potential replacement and expansion of the company's geothermal

power station at Wairakei.

Retail Offer overview

As noted above, Contact is seeking to raise up to NZ$75 million through the Retail Offer (with the

ability to accept oversubscriptions at its discretion). Shares will be issued under the Retail Offer at the

lower of NZ$7.00 (the price investors paid in the Placement) and a 2.5% discount to the volume

weighted average market price of Contact shares traded on NZX over the five business day period

prior to, and including, the closing date for the Retail Offer.

The Retail Offer is open to Eligible Shareholders, being shareholders who were recorded in Contact's

share register as at 7:00pm NZDT / 5:00pm AEDT on 12 February 2021 as having an address in New

Zealand or Australia. Under the Retail Offer, Eligible Shareholders in New Zealand may apply for up to

NZ$50,000 worth of new shares, while Eligible Shareholders in Australia may apply for up to A$46,500

worth of new shares. If scaling is required, it will be done with reference to shareholders' existing

shareholdings at the record date of 7:00pm NZDT / 5:00pm AEDT on 12 February 2021 and otherwise

at Contact's discretion.

The Retail Offer cap on participation for eligible shareholders in New Zealand has been set at

NZ$50,000 so that, in conjunction with the ability to accept oversubscriptions, almost all such

shareholders are able to maintain their pro rata shareholding if applied for. The Retail Offer cap in

Australia has been set at A$46,500 (to allow for NZ$/A$ exchange rate movements up to the closing

date of the Retail Offer) which, in conjunction with the ability to accept oversubscriptions, will allow

almost all eligible shareholders in Australia to retain their pro rata shareholding if applied for.

Details of the Retail Offer, including the terms and conditions of how Eligible Shareholders can

participate, are contained in this document and the Application Form. Further information relating to

the Retail Offer can also be found in Contact's recent announcements, particularly the investor

presentation and other materials released on 15 February 2021, which can be accessed online at

www.nzx.com and www.asx.com.au under the ticker code "CEN". We encourage you to read this

Retail Offer Document and to seek investment advice from a suitably qualified professional adviser

before you consider investing.


6



If you decide to participate in the Retail Offer, please complete the online application at

www.contactshareoffer.co.nz or complete the physical Application Form accompanying this Retail

Offer Document by 5.00pm NZDT / 3.00pm AEDT on 5 March 2021. Online applications at

www.contactshareoffer.co.nz are strongly encouraged.

If you have any questions about the Retail Offer, please call Contact's share registrar, Link Market

Services, on 0800 800 899 (toll free within New Zealand) or +64 9 375 5998 (within Australia) from

8.30am to 5.00pm Monday to Friday (excluding public holidays), or contact your financial adviser or

other professional adviser.

The Retail Offer provides an opportunity for Eligible Shareholders to acquire additional Contact shares

at the same (or better) price as investors paid for Contact shares in the recently completed Placement.

Each of Contact's directors have indicated they intend to participate in the Equity Raise.

On behalf of the Board, I would like to thank you for your continued support of Contact and welcome

your participation in the Retail Offer.



Robert McDonald

Chair

Contact Energy Limited


7



PART 1: KEY DETAILS


Equal participation Each Eligible Shareholder has the right to apply for the same

dollar amount of Offer Shares and on the same terms and

conditions as each other Eligible Shareholder.

Application amount You can apply for a dollar amount of Offer Shares up to a

maximum value of NZ$50,000 / A$46,500 of Offer Shares.

Contact is accepting Applications for up to NZ$75 million of Offer

Shares in aggregate (with the ability to accept oversubscriptions

at Contact's discretion). Applications may need to be scaled

depending on the Applications received. Any scaling of

Applications will be carried out in accordance with clause 9 of the

Terms and Conditions.

If you apply in A$, see clause 5.3 of the Terms and Conditions in

Part 4 for further details regarding the maximum value of A$ that

may be applied for.

Issue Price The lower of:

(a) NZ$7.00 per Offer Share (representing a 2.8% discount to

Contact's closing share price of NZ$7.20 on the NZX Main

Board on 12 February 2021 (being the last trading day before

the Placement was announced) and which is the same price

paid by investors in the Placement); and

(b) a 2.5% discount to the volume weighted average market

price of the Shares traded on the NZX Main Board over the

five business day period prior to and including the Closing

Date, rounded down to the nearest cent.

If you apply in A$, see clauses 3.2 and 3.3 of the Terms and

Conditions in Part 4 for further details regarding the A$ Price.

No underwriting The Offer is not underwritten.

When to apply Applications must be received by 5.00pm NZDT / 3.00pm AEDT

on the Closing Date (5 March 2021, unless extended).

How to apply Eligible Shareholders may apply online at

www.contactshareoffer.co.nz or by completing and returning the

personalised Application Form accompanying this Offer

Document together with payment, in accordance with the

instructions. All payments must be by direct debit.

Online Applications at www.contactshareoffer.co.nz are strongly

encouraged.

If you are a Custodian, you also need to complete and return a

Custodian Certificate. To determine whether you are a

Custodian, and how to obtain a Custodian Certificate, refer to

clause 4 of the Terms and Conditions. You need to return your

completed Application Form (and, if applicable, a Custodian

Certificate) to the address on the Application Form.

Receiving your Offer Shares You will receive your Offer Shares on the Allotment Date (12

March 2021, unless extended).


8



PART 2: KEY DATES

*

Date Event

7.00pm NZDT / 5.00pm

AEDT on 12 February

2021

Record Date The date on which Eligible Shareholders were

determined.

18 February 2021 Opening Date Offer Documents sent to Eligible Shareholders.

Offer opens.

5 March 2021 Closing Date Offer closes. Applications (with payment) must

be received by 5.00pm NZDT / 3.00pm AEDT.

11 March 2021 Issue Price and results

of the Offer

Issue Price (in New Zealand dollars and in

Australian dollars) and results of the Offer

announced.

12 March 2021 Settlement Date,

Allotment Date and

commencement of

trading on the NZX

Main Board

Settlement and allotment on both the NZX Main

Board and ASX and Shares are expected to

commence trading on the NZX Main Board.

15 March 2021 ASX commencement

of trading

Shares are expected to commence trading on the

ASX.

15 March 2021 FY21 interim dividend

record date

The date on which entitlement to the FY21 interim

dividend is determined.

17 March 2021 Despatch Date Transaction confirmation despatched to

participating Eligible Shareholders.

30 March 2021 FY21 interim dividend

payment date

FY21 interim dividend paid.

* Contact reserves the right to alter the key dates, subject to applicable laws and the Listing Rules.

Contact reserves the right to withdraw the Offer at any time prior to the issue of the Offer Shares at its

absolute discretion.


9



PART 3: QUESTIONS AND ANSWERS

These Questions and Answers are a summary only and you should refer to the attached Terms and

Conditions for further information.

1. What is the Offer?

The Offer allows Eligible Shareholders to purchase Offer Shares without incurring brokerage or

other transaction costs. Contact is inviting Applications for up to NZ$75 million of Offer Shares in

aggregate (with the ability to accept oversubscriptions at Contact's discretion).

All Offer Shares will be of the same class as, and rank equally with, all Shares currently on issue.

The Offer Shares will, immediately after issue, be quoted on the NZX Main Board and the ASX.

2. What will the proceeds be used for?

Contact is raising equity under the Offer and the Placement to initially reduce net debt and

provide financial flexibility to fund the Tauhara Project and other future growth projects. Further

information on the Tauhara Project and other future growth projects are included in the Investor

Presentation.

3. Am I eligible?

Shareholders with an address in New Zealand or Australia at 7.00pm NZDT / 5.00pm AEDT on

the Record Date are eligible to participate in the Offer. Please refer to clause 2 of the Terms and

Conditions.

4. What is the price of the Offer Shares?

The Issue Price will be the lower of:

(a) NZ$7.00 per Offer Share (representing a 2.8% discount to Contact's closing share price of

NZ$7.20 on the NZX Main Board on 12 February 2021 (being the last trading day before

the Placement was announced) and which is the same price paid by investors in the

Placement); and

(b) a 2.5% discount to the volume weighted average market price of the Shares traded on the

NZX Main Board over the five business day period prior to and including the Closing Date,

rounded down to the nearest cent.

The Issue Price will be fixed as at 5.00pm NZDT / 3.00pm AEDT on 5 March 2021 (being the

Closing Date) and is expected to be announced through NZX and ASX on 11 March 2021.

Please refer to clauses 3.2 and 3.3 of the Terms and Conditions for further details on how the

Issue Price in A$ will be set.

5. How many Offer Shares can I purchase?

Eligible Shareholders may elect to apply for a dollar amount of Offer Shares up to a maximum

value of NZ$50,000 / A$46,500. Contact has obtained specific ASIC relief to allow Australian

investors to participate up to NZ$50,000 worth of Offer Shares. However, Contact has set the

maximum Australian dollar application amount at A$46,500 to allow for NZ$/A$ exchange rate

movements up to the Closing Date.

You should make payment by way of electronic funds transfer to Contact for the value applied for.

If you apply for an Australian dollar amount of Offer Shares, Contact will convert the New Zealand

dollar Issue Price to Australian dollars at the Exchange Rate. If this results in the A$ amount you

applied for exceeding the NZ$50,000 regulatory limit, Offer Shares having a total issue price


10



equal to NZ$50,000 (rounded down) will be issued to you (subject to scaling) and you will be

refunded the excess cash amount if it is greater than NZ$5.00.

Contact is accepting Applications for up to NZ$75 million of Offer Shares in aggregate (with the

ability to accept oversubscriptions at Contact's discretion). Applications may need to be scaled

depending on the Applications received. Any scaling of Applications will be carried out in

accordance with clause 9 of the Terms and Conditions.

6. Are there any conditions to the Offer?

No. However, Contact reserves the right to terminate the Offer at any time prior to the issue of

Offer Shares on the Allotment Date. If the Offer is terminated for any reason, all Application

monies will be returned to you and no Offer Shares will be allotted under the Offer. No interest

will be payable on any monies returned to you. Refunds will not be paid for any difference arising

solely due to rounding or where the aggregate amount of the refund payable to you is less than

NZ$5.00.

7. What if I own Shares through a trustee or Custodian?

If you own Shares through a trustee or Custodian, then subject to certain certification

requirements and other conditions, you may instruct the trustee or Custodian to purchase Offer

Shares on your behalf, up to the NZ$50,000 / A$46,500 limit.

If you own Shares through a trustee or Custodian and also own Shares in your own name, then

you may either purchase Offer Shares yourself or instruct your trustee or Custodian to purchase

Offer Shares on your behalf. You may not do both.

If you are a Custodian or hold Shares through a Custodian, please refer to clause 4 of the Terms

and Conditions.

8. What about joint holders?

Joint holders are treated as a single shareholder under the terms of the Offer. As a group, they

can apply for a dollar amount of Offer Shares up to a maximum value of NZ$50,000 / A$46,500.

9. Do I have to participate?

No. Participation is entirely voluntary.

10. Will my shareholding be diluted if I do not participate?

If you choose not to participate in the Offer, your shareholding percentage in Contact will be

diluted. For example, assuming that NZ$400 million is raised under the Placement and the Offer

(i.e., assuming Contact does not exercise its discretion to accept additional Applications and the

Offer Shares are issued at NZ$7.00 per Offer Share), approximately 57,142,857 Shares will be

issued and if you do not elect to acquire any Offer Shares in the Offer (and did not receive any

Shares under the Placement), your shareholding will be diluted by approximately 7.4%.

This dilution will relate only to your percentage shareholding of Contact as the number of Shares

that you hold will not change as a result of not participating in the Offer.

The Offer is not a pro-rata offer and, even if you participate in the Offer, your shareholding

percentage in Contact may change.

11. Is this Offer transferable to another person?

No. This Offer is personal to you and you may not transfer your right to purchase Offer Shares

under the Offer to anyone else.


11



12. What are the risks to investing in the Offer?

The events relating to COVID-19 have recently resulted in significant market falls and volatility in

New Zealand, Australia and overseas, including the prices of securities traded on NZX Main

Board and ASX.

The market price of Shares may change materially between the date this Offer opens, the date

you apply for Offer Shares under the Offer, and the date on which the Shares are allotted to you.

This is particularly the case given the wide fluctuations and volatility in the share prices for many

listed companies in recent times due to the continuing impacts of COVID-19. There is no certainty

that this recent volatility will not continue or worsen, which could have a materially adverse impact

on the share price for Contact. Accordingly:

• the price paid for Offer Shares may be higher or lower than the price at which Shares are

trading on the NZX Main Board or the ASX at the time Shares are issued under the Offer;

• the market price of Offer Shares following allotment may be higher or lower than the Issue

Price; and

• it is possible that up to or after the Allotment Date, you may be able to buy Shares at a lower

price than the Issue Price.

Risks associated with returns on investments are particularly acute during periods of elevated

global financial market volatility.

You should:

(a) seek your own financial advice in relation to this Offer and your participation under the

Offer; and

(b) read the Investor Presentation in full, as it contains important information to assist you in

making an investment decision in respect of the Offer. In particular, you should read and

consider pages 23 to 26 of the Investor Presentation ("Key Risks") before making an

investment decision.

13. Where can I get further information?

You should read the Investor Presentation and other important information released on 15

February 2021, which is available at www.nzx.com and www.asx.com.au under the ticker code

"CEN".

The Investor Presentation includes details of the rationale for the Offer. It also explains in more

detail the expected impact of the Offer, including a non-exhaustive summary of certain key risks

associated with Contact and the Offer. You should read the Investor Presentation in full, as it

contains important information to assist you in making an investment decision in respect of the

Offer. In particular, you should read and consider pages 23 to 26 of the Investor Presentation

("Key Risks") before making an investment decision.

Further information about Contact, including its interim report released on 15 February 2021 and

most recent annual report released on 10 August 2020, can be obtained from Contact's website:

www.contact.co.nz. You may obtain, free of charge, the most recent annual report and financial

statements of Contact by contacting Contact (for details please see the Directory), or you may

download the documents from Contact's website: www.contact.co.nz.

Contact is subject to continuous disclosure obligations under the Listing Rules and the ASX

Listing Rules. Market releases by Contact are available at www.nzx.com and www.asx.com.au

under the ticker code "CEN". Contact may, during the Offer, make additional releases to NZX

and ASX. Shareholders should monitor Contact's market announcements during the period of the

Offer. No release by Contact to NZX or ASX will permit an applicant to withdraw any previously

submitted Application without Contact's prior written consent, whether or not there has been any

permissible variation of the Offer.


12



You are strongly cautioned not to place undue reliance on any forward-looking statements

such as indications of, and guidance on, future earnings and financial position and

performance in any market releases made by Contact, particularly in light of the current

economic climate and the significant volatility, uncertainty and disruption caused by the

outbreak of COVID-19.

You should read the information referred to in the Important Information section of this Offer

Document under the headings "Further Important Information" and "Additional information

available under continuous disclosure obligations".

14. What is the current Share price?

The market price of the Shares is quoted on the NZX website at www.nzx.com and on the ASX

website at www.asx.com.au.

15. How do I apply for Offer Shares under the Offer?

If you wish to participate in the Offer, you may apply online at www.contactshareoffer.co.nz or by

following the step-by-step instructions set out on the reverse of the enclosed personalised

Application Form.

If you apply online you will need your CSN / Holder Number (or your HIN or SRN if you are an

Eligible Shareholder based in Australia). You must pay for your Application electronically by

electronic funds transfer to Contact.

If you apply using the Application Form, you can scan and email your completed Application Form

to the Registrar at applications@linkmarketservices.com (please put "Contact Retail Offer" in the

subject line for easy identification) or send your completed Application Form (and, if applicable,

your Custodian Certificate) to the Registrar at the relevant address set out in the Directory, and

make payment by electronic funds transfer, as set out in the instructions on the Application Form

by the Closing Date.

Online Applications at www.contactshareoffer.co.nz are strongly encouraged.

You will not be able to withdraw or revoke your Application once you have sent it in.

16. How long is the Offer open and when will I receive my Offer Shares?

The Offer opens on 18 February 2021 and is expected to close at 5.00pm NZDT / 3.00pm AEDT

on 5 March 2021, unless extended. If you want to participate you should ensure your Application

and payment is received by 5.00pm NZDT / 3.00pm AEDT on 5 March 2021.

Please allow adequate time for mail deliveries to be received and electronic funds

transfers to be cleared into Contact's bank account by this time. Applications received

after this time may not be accepted.

Online Applications at www.contactshareoffer.co.nz are strongly encouraged.

You will receive the Offer Shares issued to you under the Offer on the Allotment Date, which is

currently expected to be on or around 12 March 2021. Confirmation of the number of Offer

Shares issued to you under the Offer will be sent on the Despatch Date, currently expected to be

on or around 17 March 2021.

17. How many Offer Shares will I receive?

Subject to scaling, you will receive the number of Offer Shares equal to the dollar amount of Offer

Shares you have validly applied for (and payment has been received in respect of) divided by the

Issue Price. If you have applied for an Australian dollar amount of Offer Shares, Contact will

convert the New Zealand dollar Issue Price to Australian dollars at the Exchange Rate. If the

dollar amount of Offer Shares you have applied for (or are allocated) does not equal a whole


13



number of Offer Shares once divided by the Issue Price (or the A$ Price, as the case may be),

the number of Offer Shares allotted to you will be rounded down to the nearest Offer Share.

Any scaling of Applications will be carried out in accordance with clause 9 of the Terms and

Conditions.

18. Will the Offer Shares be quoted?

The Offer Shares will be quoted on the NZX Main Board and the ASX. It is expected that you will

be able to commence trading the Offer Shares allotted to you under the Offer on the NZX Main

Board on the Allotment Date and on the ASX on 15 March 2021 (being the trading day after the

Allotment Date).

19. Why is there a maximum application amount?

The Offer needs to comply with the conditions imposed by the Listing Rules and ASIC

Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and as amended by

ASIC Instrument 21-0114. The offer of Offer Shares up to a maximum value of NZ$50,000 /

A$46,500 per Eligible Shareholder is being undertaken:

(a) in New Zealand under Listing Rule 4.3.1(c) (Share Purchase Plans), in respect of the first

NZ$15,000 of Offer Shares offered and under Listing Rule 4.5 (15% Placements) in

respect of the additional NZ$35,000 of Offer Shares to be offered; and

(b) in Australia under Listing Rule 4.3.1(c) (Share Purchase Plans), in respect of the first

NZ$15,000 of Offer Shares (calculated at the Exchange Rate) offered and under Listing

Rule 4.5 (15% Placements) in respect of the additional Offer Shares to be offered (up to a

maximum of A$46,500 per Eligible Shareholder in Australia), and in accordance with the

relief granted under ASIC Corporations (Share and Interest Purchase Plans) Instrument

2019/547 and as amended by ASIC Instrument 21-0114.

20. What is Contact's dividend policy?

On 15 February 2021, the Board resolved to update Contact's dividend policy. Under the new

policy, Contact will distribute ordinary dividends targeting a pay-out ratio of between 80 and 100%

of the average Operating Free Cash Flow of the preceding four financial years. This includes

Board consideration of the sustainable financial structure of Contact including the targeting of a

long-term investment grade credit rating. Dividend payments are expected to be split into an

interim dividend paid in March, targeting around 40% of the total expected dividend for the

financial year, and a final dividend to be paid in December. It is the intention of the Board to

attach imputation credits to dividends to the extent they are available.

For the FY21 financial year, the target payment for the full year dividend is 35 cents per share.

21. Why are not all shareholders eligible to participate in the Offer?

Contact considers that the legal requirements of jurisdictions other than New Zealand and

Australia are such that it would be unduly onerous for Contact to make the Offer in those

jurisdictions. This decision was made having regard to the number of Shareholders in such

overseas jurisdictions and the costs of complying with overseas legal requirements.

22. Further assistance

If you have any further questions, please contact your broker, financial, investment or other

professional advisor before making your investment decision.

If you have any questions about how to apply online or complete the Application Form, please

contact the Registrar as set out in the Directory.


14



PART 4: TERMS AND CONDITIONS

If you apply to participate in the Offer by completing an online application or completing and returning

an Application Form (and, if applicable, a Custodian Certificate), you are accepting the risk that the

market price of Shares may change between the Opening Date, the date at which you send in an

Application and the Allotment Date. This means that it is possible that up to or after the Allotment

Date, you may be able to buy Shares at a lower price than the Issue Price.

We encourage you to seek your own financial advice regarding your participation in the Offer.

Consistent with the representations, warranties and acknowledgements contained in these Terms and

Conditions and the Application Form, you may not submit any completed Application Forms for any

person outside New Zealand and Australia. Failure to comply with these restrictions may result in a

violation of applicable securities laws.

1 Offer timetable

Record Date: Eligible Shareholders registered at 7.00pm NZDT / 5.00pm AEDT on

12 February 2021 may participate in the Offer.

Opening Date: The Offer opens on 18 February 2021. This Offer Document is sent

to Eligible Shareholders on or around 18 February 2021.

Closing Date: The Offer closes at 5.00pm NZDT / 3.00pm AEDT on 5 March 2021,

unless extended. Applications must be received by this time.

Applications may, at Contact's option, not be processed or held to be

valid if they have not been received by this time.

Issue Price and

results of the

Offer announced:

Issue Price (in New Zealand dollars and in Australian dollars) will be

announced along with the results of the Offer through NZX and ASX

on 11 March 2021.

Settlement Date Settlement on the NZX Main Board and ASX on 12 March 2021.

Allotment Date: The Offer Shares are proposed to be allotted on or around 12 March

2021.

Commencement

of trading on the

NZX Main Board:

Contact expects the Offer Shares will commence trading on the NZX

Main Board on the Allotment Date.

Commencement

of trading on the

ASX:

Contact expects the Offer Shares will commence trading on the ASX

on 15 March 2021.

Despatch Date: Contact expects that a transaction confirmation will be despatched to

you on or around 17 March 2021.

Contact has a discretion to change, at any time, any of the Closing Date, the Allotment Date

and the Despatch Date (notwithstanding that the Offer has opened, or Applications have been

received) by lodging a revised timetable with NZX and ASX.

2 Eligible Shareholders

2.1 You may participate in the Offer if you are an Eligible Shareholder. An Eligible Shareholder is

a person who, at 7.00pm NZDT / 5.00pm AEDT on the Record Date, was recorded in

Contact's share register as being a registered holder of Existing Shares and having an

address in New Zealand or Australia, unless that person holds Shares on behalf of another

person who resides outside New Zealand or Australia. For the avoidance of doubt, you are not

eligible to participate in the Offer if you are in the United States or are acting for the account or

benefit of a person in the United States. If you are acting for the account or benefit of a person


15



in the United States, you are not permitted to apply for or acquire Offer Shares for, or for the

account or benefit of, that person. Joint holders of Shares are taken to be a single registered

holder of Shares for the purposes of determining whether they are an Eligible Shareholder and

the certification on the online application or Application Form is taken to have been given by all

of them.

2.2 If you are an Eligible Shareholder, your rights under this Offer are personal to you and non-

renounceable, so you may not transfer them.

2.3 Contact accepts no liability where an Eligible Shareholder does not receive an Application

Form, or does not receive the Application Form in time.

3 Issue Price and Number of Offer Shares

3.1 The Issue Price for Offer Shares under the Offer will be the lower of:

(a) NZ$7.00 per Offer Share (representing a 2.8% discount to Contact's closing share price

of NZ$7.20 on the NZX Main Board on 12 February 2021 (being the last trading day

before the Placement was announced) and which is the same price paid by investors in

the Placement); and

(b) a 2.5% discount to the volume weighted average market price of the Shares traded on

the NZX Main Board over the five business day period prior to and including the Closing

Date, rounded down to the nearest cent.

3.2 The Issue Price and the A$ Price will be fixed as at 5.00pm NZDT / 3.00pm AEDT on 5 March

2021 (being the Closing Date) and are expected to be announced through NZX and ASX on

11 March 2021.

3.3 The Issue Price determined above is a New Zealand dollar amount. If you apply for an

Australian dollar amount of Offer Shares, Contact will convert the New Zealand dollar Issue

Price to Australian dollars at the Exchange Rate. The Issue Price in Australian dollars is

expected to be announced through NZX and ASX on 11 March 2021.

3.4 Subject to scaling and clause 5.3 of these Terms and Conditions, you will receive the number

of Offer Shares equal to the dollar amount of Offer Shares you have validly applied for (and

payment has been received in respect of) divided by the Issue Price (or the A$ Price, as the

case may be). If the dollar amount of Offer Shares you have applied for (or are allocated)

does not equal a whole number of Offer Shares once divided by the Issue Price (or the A$

Price, as the case may be), the number of Offer Shares allotted to you will be rounded down to

the nearest Offer Share.

3.5 Subject to clause 4.2 and clause 5.3 of these Terms and Conditions, Eligible Shareholders

may elect to purchase a dollar amount of Offer Shares up to a maximum value of NZ$50,000 /

A$46,500, by filling in the appropriate box on the online application or Application Form. The

number of Offer Shares you receive on the Allotment Date may be subject to scaling, as

described in clause 9 of these Terms and Conditions.

3.6 Eligible Shareholders may only make a single Application for Offer Shares under the Offer.

This applies to all Eligible Shareholders, including those who receive more than one offer

under the Offer (for example, because they hold Shares in more than one capacity) and

including whether the Eligible Shareholder is applying through a Custodian or on his or her

own behalf. Accordingly, if you own Shares through a trustee or Custodian and also own

Shares in your own name, then you may either purchase Offer Shares yourself or instruct your

trustee or Custodian to purchase Offer Shares on your behalf. You may not do both.


16



4 Custodians

4.1 Any Eligible Shareholder that:

(a) in the case of any Eligible Shareholder in New Zealand, that:

(i) is a trustee corporation or a nominee company and holds Existing Shares on

the Record Date by reason only of acting for another person in the ordinary

course of business of that trustee corporation or nominee company; or

(ii) holds Shares by reason only of being a bare trustee of a trust to which the

Shares are subject; or

(b) in the case of any Eligible Shareholder in Australia, provides a custodial or depository

service in relation to Shares and who:

(i) holds an Australian financial services licence covering the provision of a

custodial or depository service;

(ii) is exempt from the requirement to hold an Australian financial services licence

covering the provision of a custodial or depository service;

(iii) holds an Australian financial services licence covering the operation of an

IDPS (as defined in ASIC Class Order CO/13/763) or is a responsible entity of

an IDPS-like scheme (as defined in ASIC Class Order CO 13/762);

(iv) is a trustee of a self-managed superannuation fund or a superannuation

master trust; or

(v) is a registered holder of Shares and is noted on the register of members of

Contact as holding the Shares on account of another person,

is a Custodian under the Offer.

4.2 Custodians may apply to purchase Offer Shares for an amount greater than NZ$50,000 /

A$46,500 under the Offer, provided the Custodian only applies for no more Offer Shares than

collectively have an aggregate application price of NZ$50,000 / A$46,500 for each beneficial

owner in New Zealand or Australia for which the Custodian acts as a custodian. Each

beneficial owner may only direct the Custodian to apply on behalf of that beneficial owner for a

single Offer Share parcel.

4.3 Custodians must confirm to Contact that they are holding Shares as a custodian for beneficial

owners by providing the written certification to Contact described in clause 4.4 below by

providing a Custodian Certificate. To request a Custodian Certificate, or if you would like

further information on how to apply for Offer Shares as a Custodian, you should contact the

Registrar at any time from 8.30am to 5.00pm Monday to Friday prior to the Closing Date. Each

beneficial owner may only direct the Custodian to apply on behalf of that beneficial owner for

Offer Shares as described in clauses 3.5 and 3.6 of these Terms and Conditions.

4.4 If a Custodian applies to purchase Offer Shares on behalf of one or more beneficial owners,

the Custodian must certify to Contact in writing the following matters in the form and manner

set out in the Custodian Certificate, together with the Application:

(a) that the Custodian holds Shares on behalf of:

(i) one or more other persons that are not Custodians; and/or

(ii) another Custodian (Downstream Custodian) that holds beneficial interests in

Shares on behalf of one or more other persons to which those interests relate,

on 12 February 2021 at 7.00pm NZDT / 5.00pm AEDT (each a Participating

Beneficiary) who have subsequently instructed the Custodian, and/or the


17



Downstream Custodian, to apply for Offer Shares under the Offer on their

behalf;

(b) the number of those Participating Beneficiaries and their names and addresses;

(c) in respect of each of the Participating Beneficiaries, the number of Shares that the

Custodian holds and the dollar amount of Shares the Participating Beneficiary has

instructed the Custodian, either directly or indirectly through a Downstream Custodian,

to apply for on behalf of that Participating Beneficiary;

(d) that there are no Participating Beneficiaries in respect of which the total of the

application price for the following exceeds NZ$50,000 / A$46,500:

(i) the application price for Offer Shares applied for on their behalf under the

Offer; and

(ii) the application price for any other Shares issued to the Custodian (as a result

of an instruction given to the Custodian or a Downstream Custodian) for that

Participating Beneficiary under any arrangement similar to the Offer in the 12

months prior to the application for Offer Shares under the Offer;

(e) that a copy of this Offer Document was given to each Participating Beneficiary;

(f) where the Custodian holds Shares on behalf of a Participating Beneficiary indirectly,

through one or more Downstream Custodians, the name and address of each

Downstream Custodian; and

(g) that the beneficial owner on whose behalf the Custodian is submitting an Application is

not making an Application as an Eligible Shareholder for Offer Shares under the Offer,

and no other Custodian is submitting an Application under the Offer for that beneficial

owner.

4.5 Custodians are not permitted to participate in the Offer on behalf of, and must not distribute

this document or any documents (including the Application Form) relating to this Offer to, any

person in the United States. In the event that a Custodian is acting for the account or benefit

of a person in the United States, it is not permitted to participate in respect of that person.

5 Completing the Application and paying for Offer Shares

5.1 If you wish to participate in the Offer, you must complete an online application on the Offer

website www.contactshareoffer.co.nz or the Application Form and make an electronic funds

transfer in accordance with the instructions on the Offer website or the Application Form.

Payments must be drawn on a New Zealand or Australian bank account. If you are a

Custodian, you must also complete a Custodian Certificate which may be obtained from the

Registrar.

5.2 Eligible Shareholders should make an electronic funds transfer for the dollar amount of Offer

Shares applied for.

5.3 You can apply and pay for Offer Shares in New Zealand dollars or in Australian dollars. The

Issue Price is a New Zealand dollar amount. That means that, if you apply for an Australian

dollar amount of Offer Shares, Contact will convert the New Zealand dollar Issue Price to

Australian dollars at the Exchange Rate. If the Exchange Rate results in the A$ amount you

applied for exceeding the NZ$50,000 regulatory limit, Offer Shares having a total issue price

equal to NZ$50,000 (rounded down) will be issued to you (subject to scaling) and you will be

refunded the excess cash amount.

5.4 To be valid, Applications (and, if applicable, Custodian Certificates) must be received by

Contact by 5.00pm NZDT / 3.00pm AEDT on 5 March 2021. Applications (and, if applicable,

Custodian Certificates) received after that date will only be accepted at Contact's discretion.


18



Application Forms and, if applicable, Custodian Certificates should be sent to the Registrar at

the relevant address set out in the Directory.

6 Contact's discretion to accept, reject or scale back Applications

6.1 Contact has discretion to accept or reject your Application to purchase Offer Shares under the

Offer, including (without limitation) if:

(a) your Application Form or Custodian Certificate (if applicable) or online application is

incorrectly completed or incomplete or otherwise determined by Contact to be invalid;

(b) your payment is dishonoured or has not been completed correctly;

(c) it appears that you are applying to buy more than NZ$50,000 / A$46,500 of Offer

Shares (except if you are a Custodian applying on behalf of more than one beneficial

owner in accordance with clause 4.2 of these Terms and Conditions);

(d) your Application, Custodian Certificate (if applicable) or payment is received after the

Closing Date. While Contact has discretion to accept late Applications, Custodian

Certificates (if applicable) and payments, there is no assurance that it will do so. Late

Applications, Custodian Certificates (if applicable) and payments, if not processed, will

be returned to you at your registered address within five business days of the Allotment

Date or within five business days of the date of receipt in respect of any late Application

received after the Allotment Date. No interest will be paid on any application monies

returned to you;

(e) Contact believes that you are not an Eligible Shareholder or Custodian; or

(f) Contact considers that your Application does not comply with these Terms and

Conditions.

6.2 Contact reserves the right to scale back, at its absolute discretion, any Application for Offer

Shares under the Offer, subject to clause 9 of these Terms and Conditions. Contact reserves

the right to terminate the Offer and reject all Applications at any time prior to the issue of the

Offer Shares on the Allotment Date.

6.3 If an Application is rejected, all of the relevant amounts will be refunded to the applicant. If

Applications are scaled back, the applicant will receive the number of Offer Shares in respect

of which the Application is accepted at the Issue Price and a refund of the balance of the

relevant application monies.

6.4 Refunds will not be paid for any difference arising solely due to rounding or where the

aggregate amount of the refund payable to an applicant is less than NZ$5.00 with such funds

being retained by Contact. All refunds will be made without interest.

6.5 Refunds will be made by direct credit only to the bank account held by the Registrar. Any

refunds will be issued within five business days following the Allotment Date. However, if you

have not provided your bank account details to the Registrar, such funds will be withheld by

the Registrar until you have provided those bank account details.

7 Significance of sending in an Application / representations, warranties and agreements

7.1 If you apply to participate in the Offer by completing and returning the Application Form or

completing an online application (and, if applicable, a Custodian Certificate) you will be

deemed to make the following representations, warranties and agreements:

(a) you confirm that you have received, read and understood this Offer Document

(including the "Important Information" section) and the Investor Presentation (including

pages 23 to 26 of the Investor Presentation ("Key Risks")) in their entirety;


19



(b) you agree that your Application, on these Terms and Conditions, will be irrevocable and

unconditional (i.e., it cannot be withdrawn);

(c) you certify to Contact that you are an Eligible Shareholder entitled to apply for Offer

Shares under these Terms and Conditions and that all details and statements in your

Application are complete and accurate;

(d) you agree to be bound by the Constitution;

(e) you acknowledge that the Offer may be withdrawn by Contact at its discretion and may

not proceed;

(f) you certify that your acceptance of the Offer will not be, or cause, a breach of any law in

any jurisdiction;

(g) you certify to Contact that you are not applying for Offer Shares under the Offer with an

application value in excess of NZ$50,000 / A$46,500, even though you may have

received more than one offer under the Offer or received offers in more than one

capacity under the Offer;

(h) you certify to Contact that you are not applying for Offer Shares under the Offer with an

application value in excess of NZ$50,000 / A$46,500 from the following:

(i) the Offer Shares under the Offer which are the subject of the Application;

(ii) any other Shares issued to you under the Offer, or securities or interests in the

class issued under any similar arrangement in the 12 months before the

Application;

(iii) any other Offer Shares or interests in the class which you have instructed a

Custodian to acquire on your behalf under the Offer; and

(iv) any other Shares or interests in the class issued to a Custodian in the 12

months before the Application as a result of an instruction given by you to the

Custodian to apply for Shares on your behalf under an arrangement similar to

the Offer;

(i) without limiting Contact's discretion to accept, reject or scale back any Applications, you

authorise Contact (and its officers or agents) to correct any error in, or omission from,

your Application (and, if applicable, your Custodian Certificate) and to complete the

Application (and, if applicable, your Custodian Certificate) by the insertion of any

missing details;

(j) you acknowledge that Contact may at any time irrevocably determine that your

Application (and, if applicable, your Custodian Certificate) is valid, in accordance with

these Terms and Conditions, even if the Application (and, if applicable, your Custodian

Certificate) is incomplete, contains errors or is otherwise defective;

(k) you accept the risk associated with any refund that may be despatched to you by

cheque to your address set out in the Application;

(l) you agree to indemnify Contact for, and to pay to Contact within five business days of

demand, any dishonour fees or other costs Contact may incur in presenting a cheque

for payment which is dishonoured;

(m) you acknowledge that none of Contact, its advisers or agents has provided you with

investment advice or financial product advice, and that none of them has an obligation

to provide advice concerning your decision to apply for and purchase Offer Shares

under the Offer;


20



(n) you acknowledge the risk that the market price for the Shares may change materially

between the Opening Date, the date you apply for Offer Shares under the Offer and the

Allotment Date. This is particularly the case given the wide fluctuations and volatility in

the share prices for many listed companies in recent times due to the continuing

impacts of COVID-19. Accordingly, you acknowledge that:

(i) the price paid for Offer Shares may be higher or lower than the price at which

Shares are trading on the NZX Main Board or the ASX at the time Offer Shares

are issued under the Offer;

(ii) the market price of Offer Shares following allotment may be higher or lower than

the Issue Price;

(iii) it is possible that up to or after the Allotment Date, you may be able to buy

Shares at a lower price than the Issue Price; and

(iv) a change in the market price of Shares prior to the Issue Price being determined

may affect the Issue Price;

(o) you acknowledge that Contact is not liable for any exercise of its discretions referred to

in these Terms and Conditions;

(p) you represent and warrant that you are not located in the United States and you are not

acting for the account or benefit of a person in the United States (or in the event that

you are acting for the account or benefit of a person in the United States, you are not

applying for, or acquiring, any Offer Shares for the account or benefit of that person);

(q) you have not, and will not, send this Offer Document or any materials relating to the

Offer to any person in the United States or to any person in any country outside New

Zealand and Australia, and agree to provide (and direct your nominee or custodian to

provide) any requested substantiation of your eligibility to participate in the Offer and of

your holding of Shares at the Record Date;

(r) you acknowledge and agree that the Offer Shares have not, and will not be, registered

under the U.S. Securities Act or the securities laws of any state or other jurisdictions in

the United States, or in any other jurisdiction outside New Zealand or Australia and

accordingly, the Offer Shares may not be offered, sold or otherwise transferred, directly

or indirectly, in the United States or to any person acting for the account or benefit of a

person in the United States (to the extent such person is acting for the account or

benefit of a person in the United States);

(s) you acknowledge and agree that, if in the future you decide to sell or otherwise transfer

the Offer Shares, you will only do so in the regular way for transactions on the NZX

Main Board or ASX where neither you nor any person acting on your behalf know, or

have reason to know, that the sale has been pre-arranged with, or that the purchaser is

a person in the United States;

(t) you irrevocably and unconditionally agree to these Terms and Conditions and agree not

to do any act or thing which would be contrary to the spirit, intention or purpose of the

Offer; and

(u) if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose

behalf you are applying for and acquiring Offer Shares is resident in New Zealand or

Australia and is not in the United States.

7.2 If a Custodian applies to purchase Offer Shares under the Offer for a beneficial owner

pursuant to clause 4.2:

(a) the certifications referred to in clauses 7.1(c) and 7.1(g) will be taken to be given by the

beneficial owner on whose behalf the Custodian is applying to purchase Offer Shares;

and


21



(b) in addition to the matters referred to in clause 7.1, the Custodian also certifies each of

the matters set out in the Custodian Certificate.

8 Issue Price

You agree to pay the Issue Price per Offer Share up to the maximum dollar amount you have

specified in your online application or on the Application Form.

9 Scaling

9.1 Contact reserves the right to scale back, at its absolute discretion, any Application for Offer

Shares under the Offer, including where Contact determines not to accept additional

Applications over $75 million, or decides not to accept all additional Applications.

9.2 Any scaling of Applications will be undertaken by Contact having regard to the number of

Existing Shares held by the applicant (or, in the case of an Application made by a Custodian,

the relevant beneficial owner(s)) at the Record Date.

9.3 If scaling produces a fractional number, the number of Offer Shares you will be allotted will be

rounded down to the nearest whole number of Offer Shares.

9.4 If your Application is scaled, your application monies will be greater than the value of the Offer

Shares you will be allotted. Subject to clause 6.4, the difference will be refunded to the bank

account held by the Registrar within five business days of the Allotment Date. However, if you

have not provided your bank account details to the Registrar, such funds will be withheld by

the Registrar until you have provided those bank account details. No interest will be paid on

any application monies returned to you.

10 Offer Shares

10.1 Offer Shares issued under the Offer will rank equally with, and have the same voting rights,

dividend rights and other entitlements as, existing fully paid Shares quoted on the NZX Main

Board and the ASX. Eligible Shareholders will receive the biannual dividend for the six

months ended 31 December 2020, which is expected to be paid on 30 March 2021 in respect

of any Offer Shares allocated to them under the Offer.

10.2 Applicants for Offer Shares will be bound by the Constitution and the terms of the Offer set out

in this Offer Document.

10.3 It is a term of the Offer that Contact will take any necessary steps to ensure that the Offer

Shares are immediately after issue quoted on the NZX Main Board and the ASX.

10.4 The Offer Shares will be quoted on the NZX Main Board, and an application will be made by

Contact for the Offer Shares to be issued under the Offer to be quoted on the ASX. The NZX

Main Board is a registered market operated by NZX (which is a licensed market operator

regulated under the Financial Markets Conduct Act 2013). However, neither NZX nor ASX

accepts any responsibility for any statement in this Offer Document.

10.5 You cannot trade in any Offer Shares issued to you pursuant to the Offer, either as principal

or agent, until quotation of the Offer Shares on the NZX Main Board and the ASX (as relevant)

in accordance with the Listing Rules and the ASX Listing Rules. Contact expects that the

Offer Shares will commence trading on the NZX Main Board on the Allotment Date, and on

the ASX on 15 March 2021 (being the day after the Allotment Date).

10.6 The issue of Offer Shares under the Offer up to a maximum value of NZ$50,000 per Eligible

Shareholder in New Zealand (or per beneficial owner, in the case of holdings held by

Custodians) is being undertaken under Listing Rule 4.3.1 (Share Purchase Plans) in respect

of the first NZ$15,000 of Offer Shares offered and Listing Rule 4.5 (15% Placements) in

respect of the additional NZ$35,000 of Offer Shares offered to each Eligible Shareholder in

New Zealand.


22



10.7 The issue of Offer Shares under the Offer up to a maximum value of A$46,500 per Eligible

Shareholder in Australia (or per beneficial owner, in the case of holdings held by Custodians)

is being undertaken under Listing Rule 4.3.1 (Share Purchase Plans) in respect of the first

NZ$15,000 of Offer Shares (calculated at the Exchange Rate) offered and Listing Rule 4.5

(15% Placements) in respect of the additional Offer Shares offered to each Eligible

Shareholder in Australia (up to a maximum of A$46,500 per Eligible Shareholder in Australia),

and in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument

2019/547 and as amended by ASIC Instrument 21-0114.

11 Amendments to the Offer and waiver of compliance

11.1 Notwithstanding any other term or condition of the Offer, the Application Form and/or the Offer

website, Contact may, at its discretion:

(a) make non-material modifications to the Offer or the Terms and Conditions (in which

case Applications for Offer Shares under the Offer will remain binding on the applicant

notwithstanding such modification and irrespective of whether an Application was

received by the Registrar before or after such modification is made); and/or

(b) suspend or terminate the Offer at any time prior to the issue of Offer Shares under the

Offer. If the Offer is terminated, Application monies will be refunded to applicants

without interest within five business days of termination.

11.2 Contact reserves the right to waive compliance with any provision of these Terms and

Conditions (which will be done in accordance with Australian and New Zealand law, including

the Listing Rules and the ASX Listing Rules).

11.3 If Contact waives compliance with any provision of these Terms and Conditions, such waiver

will apply to all Eligible Shareholders.

11.4 Contact will notify NZX and ASX of any waiver, amendment, variation, suspension, withdrawal

or termination of the Offer.

12 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws

of New Zealand.

13 Disputes

If any dispute arises in connection with the Offer, Contact may settle it in any manner it thinks

fit. It may do so generally or in relation to any particular Eligible Shareholder, applicant,

Application or Share. Contact's decision will be final and binding.

14 Inconsistency

Unless otherwise determined by the Board, in the event of any inconsistency between the

Terms and Conditions of the Offer and:

(a) the accompanying letter from the Chair and Questions and Answers, the Terms and

Conditions take precedence; and

(b) the Constitution, the Constitution shall prevail.


23



PART 5: GLOSSARY

A$ Australian dollars, being the lawful currency of Australia.

A$ Price The Australian dollar equivalent of the Issue Price determined using the

Exchange Rate and rounded to the nearest cent, which will be announced by

Contact on 11 March 2021.

Allotment Date On or around 12 March 2021, unless extended.

Application An application for Offer Shares under the Offer made using an Application

Form or an online application made through www.contactshareoffer.co.nz.

Application Form The personalised application form relating to the Offer that you received with

this Offer Document, including the instructions on the reverse of the form.

ASIC The Australian Securities and Investments Commission.

ASX ASX Limited, or the exchange operated by it, as the context requires.

ASX Listing Rules The listing rules of the ASX as they apply to Contact as a foreign exempt listed

issuer, as amended from time to time and for so long as Contact is admitted to

the official list of such exchange.

Board The board of directors of Contact.

Closing Date 5 March 2021, unless extended.

Constitution Contact's constitution.

Contact Contact Energy Limited.

Custodian Has the meaning given to that term in clause 4.1 of the Terms and Conditions.

Custodian

Certificate

The certificate that must be submitted by an applicant that is a Custodian

together with that applicant's Application Form (available on request from the

Registrar).

Despatch Date On or around 17 March 2021, unless extended.

Downstream

Custodian

Has the meaning given to that term in clause 4.4 of the Terms and Conditions.

Eligible Shareholder A person who, at 7.00pm NZDT / 5.00pm AEDT on the Record Date, was

recorded in Contact's share register as being a registered holder of Existing

Shares and having an address in New Zealand or Australia, unless that person

holds Shares on behalf of another person who resides outside New Zealand or

Australia. For the avoidance of doubt, a person is not eligible to participate in

the Offer if that person is in the United States or is acting for the account or

benefit of a person in the United States. If a person is acting for the account or

benefit of a person in the United States, it is not permitted to apply for or

acquire Offer Shares for, or for the account or benefit of, that person.

Exchange Rate The NZ$:A$ exchange rate published by the New Zealand Reserve Bank on

its website at 5.00pm NZDT / 3.00pm AEDT on the Closing Date.

Existing Share A Share on issue on the Record Date.


24



Issue Price The lower of:

(a) NZ$7.00 per Offer Share (being the price paid by investors in the

Placement); and

(b) a 2.5% discount to the volume weighted average market price of the

Shares traded on the NZX Main Board over the five business day period

prior to and including the Closing Date, rounded down to the nearest cent.

Listing Rules The NZX Listing Rules.

NZX NZX Limited.

NZX Main Board The main board equity security market operated by NZX.

NZ$ New Zealand dollars, being the lawful currency of New Zealand.

Offer The offer detailed in the Terms and Conditions set out in this Offer Document.

Offer Document This offer document.

Offer Shares The Shares offered under the Offer.

Opening Date 18 February 2021.

Operating Free Cash

Flow

Operating free cash flow is a non-GAAP cash measure that represents the

amount of cash Contact has available to distribute to shareholders, reduce

debt or reinvest in growing the business. Calculated as operating cash flow

less stay-in-business capital expenditure.

Participating

Beneficiary

Has the meaning given to that term in clause 4.4 of the Terms and Conditions.

Placement The placement of Shares in Contact to eligible institutional investors in New

Zealand, Australia and selected overseas jurisdictions announced on 15

February 2021 at a price of NZ$7.00 per Share to raise approximately $325

million.

Record Date 12 February 2021.

Registrar Link Market Services Limited.

Settlement Date 12 March 2021, being the Allotment Date.

Shares Ordinary shares of Contact.

Terms and

Conditions

The terms and conditions of this Offer as set out in Part 4 of this Offer

Document.

U.S. Person Has the meaning given to it in Regulation S of the U.S. Securities Act.

U.S. Securities Act U.S. Securities Act of 1933.


25



PART 6: DIRECTORY


Issuer


Contact Energy Limited

Harbour City Tower

29 Brandon St

Wellington 6011


Directors of Contact Energy Limited


Robert McDonald Independent Chair

Victoria Crone Independent Non-Executive Director

Whaimutu Dewes Independent Non-Executive Director

Jon Macdonald Independent Non-Executive Director

David Smol Independent Non-Executive Director

Elena Trout Independent Non-Executive Director

Dame Therese Walsh Independent Non-Executive Director


New Zealand Legal Adviser


Bell Gully

Level 21

Vero Centre

48 Shortland Street

Auckland 1010


Level 21

ANZ Centre

171 Featherston Street

Wellington 6011


If you have any queries about how to apply, please contact the Registrar at:


Registrar


Link Market Services Limited Link Market Services Limited

Level 11, Deloitte Centre Level 12, 680 George Street

80 Queen Street Sydney 2000

Auckland 1010 NSW

New Zealand Australia

+64 9 375 5998 +61 1300 554 474

applications@linkmarketservices.com applications@linkmarketservices.com

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

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