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Kiwi Property launches Green Bond offer

Debt Issuance4 July 2021KPGReal Estate

NZX RELEASE
5 July 2021

Kiwi Property launches Green Bond offer

Kiwi Property Group Limited (NZX: KPG) today announced it is offering up to NZ$100 million

(plus up to NZ$50 million of oversubscriptions) of seven-year fixed-rate senior secured green

bonds (Green Bonds) to institutional and New Zealand retail investors.

The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013

as an offer of debt securities of t he same class as existing quoted debt securities.

The interest rate for the Green Bonds will be set on the rate set date as being equal to the base

rate plus the margin, subject to a minimum interest rate of 2.85% per annum. The indicative

margin range is 1.35% to 1.50% per annum. An announcement of t he actual margin and interest

rate is expected to be made via NZX on 9 July 2021 following a bookbuild process.

Full details of the Green Bond offer are contained in the attached indicative terms sheet and

at www.kiwiproperty.com/corporate/investor-centre/green-bond

The Green Bonds are expected to be quoted on the NZX Debt Market and assigned a BBB+

credit rating by S&P Global Ratings

1

.

There is no public pool for the offer, with all the Green Bonds reserved for clients of t he Joint

Lead Managers, NZX participants and other approved financial intermediaries. Interested

investors should contact a Joint Lead Manager (details below) or t heir financial adviser for

more details.

The offer is expected to close on 9 July 2021.

Arranger, Green Bond Co-ordinator and Joint Lead Manager

Ph: 0800 269 476

Ph: 0800 226 263 Ph: 0800 367 227 Ph: 0800 772 142

End

s

Note:

1. Further information about S&P Global Ratings’ credit rating scale is available at www.spglobal.com. A rating is not

a recommendation by any rating organisation to buy, sell or hold Kiwi Property securities. Kiwi Property’s corporate

credit rating is current as at the date of this announcement and (together with any rating assigned to the Green

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

Joint Lead Managers


2

Contact us for further information:

Gavin Parker

Chief Financial Officer

gavin.parker@kp.co.nz

+64 9 359 4012


Campbell Hodgetts

Communications and Investor Relations Lead

campbell.hodgetts@kp.co.nz

+64 27 563 4985

About us:

Kiwi Property (NZX: KPG) is one of the largest listed property companies on the New Zealand

Stock Exchange and is a member of the S&P/NZX 20 Index. We’ve been around for over 25

years and proudly own and manage a significant real estate portfolio, comprising some of

New Zealand’s best mixed-use, retail and office buildings. Our objective is to provide investors

with a reliable investment in New Zealand property through the ownership and active

management of a diversified, high-quality portfolio. S&P Global Ratings has assigned Kiwi

Property an issuer credit rating of BBB (stable) and an issue credit rating of BBB+ for each of its

fixed rate senior secured bonds. Kiwi Property is a member of FTSE4 Good, a series of

benchmark and tradable indices for ESG (Environmental, Social and Governance) investors.

Kiwi Property is licensed under the Real Estate Agents Act 2008. To find out more, visit our

website kp.co.nz

---

Fixed-rate
Green Bond offer

July 2021

Arranger, Green Bond Co-ordinator

and Joint Lead Manager

Joint Lead Managers

Important information and disclaimer
2

Important information

This Presentation has been prepared by Kiwi Property Group Limited (Kiwi Property)

in relation to the offer of fixed-rate senior secured green bonds (Green Bonds) by

Kiwi Property (Offer). The Offer is made in reliance upon the exclusion in clause 19

of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).

The Green Bonds which are the subject of the Offer have identical rights,

privileges, limitations and conditions (except for the interest rate and maturity

date) as Kiwi Property’s:

>$125 million fixed-rate senior secured green bonds maturing on

20 August 2021 (with a fixed interest rate of 6.15% per annum), which are

quoted on the NZX Debt Market under the ticker code KPG010 (KPG010

Bonds),

>$125 million fixed-rate senior secured green bonds maturing on

7 September 2023 (with a fixed interest rate of 4.00% per annum), which are

quoted on the NZX Debt Market under the ticker code KPG020 (KPG020

Bonds),

>$125 million fixed-rate senior secured green bonds maturing on

19 December 2024 (with a fixed interest rate of 4.33% per annum), which are

quoted on the NZX Debt Market under the ticker code KPG030 (KPG030

Bonds), and

>$100 million fixed-rate senior secured green bonds maturing on

13 November 2018 (with a fixed interest rate of 4.06% per annum), which are

quoted on the NZX Debt Market under the ticker code KPG040 (KPG040

Bonds),

(together the Existing Bonds).

The Green Bonds are of the same class as the Existing Bonds for the purposes of

the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations).

Kiwi Property is subject to a disclosure obligation that requires it to notify certain

material information to NZX Limited (NZX) for the purpose of that information being

made available to participants. See:

www.nzx.com/companies/KPG/announcements.

The Existing Bonds are the only debt securities of Kiwi Property that are in the same

class as the Green Bonds and are currently quoted on the NZX Debt Market.

Investors should look to the market prices of the Existing Bonds to find out how the

market assesses the returns and risk premiums for those bonds.

Disclaimer

The information in this Presentation is given in good faith and has been obtained

from sources believed to be reliable and accurate at the date of preparation, but

its accuracy, correctness and completeness cannot be guaranteed.

The information in this Presentation is of a general nature and does not constitute

financial product advice, investment advice or any recommendation by Kiwi

Property, the Arranger, the Joint Lead Managers, or any of their respective

directors, officers, employees, affiliates, agents or advisers to subscribe for, or

purchase the Green Bonds.

None of the Joint Lead Managers nor any of their respective directors, officers,

employees, affiliates and agents: (a) accept any responsibility or liability

whatsoever for any loss arising from this Presentation or its contents or otherwise

arising in connection with the Offer, (b) authorised or caused the issue of, or made

any statement in, any part of this Presentation, and (c) make any representation,

recommendation or warranty, express or implied regarding the origin, validity,

accuracy, adequacy, reasonableness or completeness of, or any errors or

omissions in, any information, statement or opinion contained in this Presentation

and accept no liability (except to the extent such liability is found by a court to

arise under the FMCA or cannot be disclaimed as a matter of law).

All of the data provided in this Presentation is derived from publicly available

information in relation to Kiwi Property (including the annual report of Kiwi Property

for the year ended 31 March 2021), unless otherwise indicated. All of the

numerical data provided in this Presentation is stated as at or for the year ended

31 March 2021, except where stated to the contrary. All amounts are in New

Zealand dollars. Due to rounding, numbers within this Presentation may not add

up precisely to the totals provided and percentages may not precisely reflect the

absolute figures. Property statistics within this Presentation represent owned assets

only; property interests managed on behalf of third parties are excluded. Non-

GAAP financial information does not have a standardised meaning prescribed by

GAAP and therefore may not be comparable to similar financial information

presented by other entities. GAAP financial information has been subject to audit.

A terms sheet dated 5 July 2021(Terms Sheet) has been prepared in respect of the

Offer. Investors should not purchase the Bonds until they have analysed the Offer

and conducted their own research on Kiwi Property. Investors should consider the

risks that are associated with an investment in the Green Bonds, having regard to

their personal circumstances and investment objectives (including their financial

and tax positions). Capitalised terms in this Presentation have the meaning given

to them in the Terms Sheet (including by incorporation). The selling restrictions set

out in the Terms Sheet apply to the Offer.

This Presentation is dated 5 July 2021.

Contents
SectionPage

The Green Bond offer 4

Kiwi Property overview5

Property portfolio overview12

Financial overview17

Green Bond details20

Appendix25

3

Up to $100m fixed-rate senior secured
green bonds (with ability to accept over

subscriptions of up to an additional $50m)

7-year term, maturing on 19 July 2028

$3.3b of property assets including

$1.0b of green assets

1

The Green Bond offer

4

1. Based on 31 March 2021 valuations. The green asset valuations published in Kiwi Property's March 2021 use of proceeds report and related limited assurance

report were dated 30 September 2020.

Kiwi Property
overview

5

1. The Heart of Kiwi Property survey, July 2019, Nielsen. 2. A rating is not a recommendation by any rating organisation to buy, sell or hold Kiwi Property securities. The rating
assigned to the Existing Bonds and any rating assigned to the Green Bonds may be subject to suspension, revision or withdrawal at any time by S&P Global Ratings. 3.

Details of Kiwi Property’s CDP performance are available at www.cdp.net/en/responses/10194

>One of New Zealand’s largest listed property companies, with $3.3 billion of assets

>Owner and operator of New Zealand’s favourite shopping centre, Sylvia Park

1

>Internally managed with a track record proven over more than 25 years

>Diversified portfolio of mixed-use, large format retail and office assets

>Member of the S&P/NZX 20 Index

>BBB corporate credit rating

2

>BBB+ issue credit rating for Existing Bonds and expected for the new Green Bonds

2

>The only New Zealand company awarded a Carbon Disclosure Project ‘A’ rating

3

in 2020

>Strong corporate governance, including a board comprised wholly of independent directors

Introduction to Kiwi Property

6

Kiwi Property purpose and strategy
Our purpose:Our value creation

strategy:

PLACES TO LIFE

TO BRING

7

Sustainability has been a focus for Kiwi Property for almost 20
years. We are committed to creating thriving mixed-use

communities that have a positive environmental impact and

promotepeople’s wellbeing.

2021-2025 Sustainability strategy

>Includes measurable targets based on three pillars: places,

people, partnerships

>Aligned to seven specific UN Sustainable Development

Goals (SDGs)

Governance

>Led by Environmental Social and Governance (ESG) Board

Committee

>Supported by ESG Leadership Team

Reporting frameworks

>NABERSNZ and Green Star

>Global Real Estate Sustainability Benchmark (GRESB)

(submitted)

Sustainability at Kiwi Property

8

Kiwi Property Sustainable Debt Programme
>Sustainable Debt Framework assured and launched March 2021

>Eligible projects must meet the following criteria:

―Minimum 4-star NABERSNZ (Excellent) rating; and/or

―Minimum 5-star NZGBC Green Star (Excellence) rating

>$1.0b green assets in Kiwi Property portfolio currently

>Use of proceeds to be reported annually

Sustainability highlights FY21

59%

CO

2

reduction

compared to

2012 baseline

1

CDP ‘A’

rating

the only NZ

company to

achieve this

milestone

2

9

1. For more information on Kiwi Property’s FY21 sustainability milestones view our Sustainability Report 2021. 2. Details of Kiwi Property’s CDP performance are available

at

www.cdp.net/en/responses/10194

Sustainable

Debt

Programme

established

ASB North WharfANZ RarangaAurora CentreVero Centre
Location:AucklandAucklandWellingtonAuckland

Grade:A- grade campusA- gradeA- gradePremium

Owned since:May 2013December 2018April 2004April2001

Value:$260.0m$77.0m (cost) $181.7m$500.5m

Capitalisationrate:4.88%5.50% (Sylvia Park)5.50%4.75%

Net lettable area:21,625 sqm12,328 sqm24,504 sqm39,541 sqm

Occupancy:100.0%100.0%100.0%98.5%

WALE:9.9 years7.7 years13.2 years5.5 years

Rating:4.5 star NABERSNZ

5 star GreenStar

4.5 star NABERSNZ

5 star GreenStar

5.5 star NABERSNZ4.5 star NABERSNZ

Key tenants:ASBANZ, IAGMinistry of Social

Development

CraigsInvestment

Partners, Suncorp,

Russell McVeagh

Kiwi Property Green Assets

10

Location:Sylvia Park, Auckland
Cost:$63.0m

Size:7,450 sqm

3 Te Kehu Way

1

Construction:Begins October 2021

Completed from Q3 2023

Rating:6 Green Star rating

targeted

11

1. The 3 Te Kehu Way development does not form part of Kiwi Property's existing eligible projects (green assets) that are subject to the company’s March 2021 use of

proceeds report and the related limited assurance report (prepared under the Sustainable Debt Framework).

Property portfolio
overview

12

Key investment portfolio metrics –FY21
1

$3.3b

Total property assets

FY20: $3.1b

+3.2%

Total rental growth

FY20: 4.0%

99.7%

Occupancy

FY20: 99.5%

82%

Of investment portfolio leases

on structured rent reviews

5.3 years

Weighted average lease expiry

FY20: 4.9 years

$1.27b

Total retail sales (incl. GST)

FY20: $1.34b

13

1. As at 31 March 2021 50% of Centre Place North and Westgate Lifestyle were reclassified as other property. The Plaza, Northlands, 50% of Centre Place North and an

adjoining property have also been reclassified as investment properties held for sale. These are excluded from the FY21 metrics, with the exception of total property

assets.

49%
30%

11%

10%

Sector diversification

by property portfolio value

Geographic and sector diversification

Auckland

Hamilton

Wellington

84%

7%

9%

Geographic diversification

by investment portfolio value

Mixed-use

Office

Heldfor sale

Other

14

Tenant diversification
Our top 20 tenants

Top 20 tenants

% of investment portfolio gross income

ASB Bank

8.3

Ministry of Social Development 6.1

Farmers 3.9

ANZ Bank 2.5

Bell Gully 2.4

Suncorp 2.3

Russell McVeagh1.9

Cotton On Group 1.7

The Warehouse 1.4

Progressive Enterprises 1.4

CraigsInvestment Partners 1.2

Hoyts 1.2

Just Group 1.1

Kmart 1.0

IAG 1.0

Foodstuffs 1.0

Tertiary Education Commission0.9

Hallensteins/Glassons0.9

North Beach 0.9

NIB NZ Ltd 0.8

Tenant diversification

% of investment portfolio gross income


Department stores and DDS5


Supermarkets2


Cinemas2


Home and living major1


Mini-majors13


Fashion14


Food10


Pharmacy and wellbeing6


Other retail5


General5


Home and living2

Banking10

Government8

Legal7

Insurance4

Financial services4

Consultancy and other office2

Total (616 tenants)100

occupy

52%

of investment

portfolio

area

contribute

42%

of investment

portfolio gross

income

have a weighted average

lease expiry of

7.7 years

Key:MajorsMini-majors

SpecialtyOffice

15

>Kiwi Property’s diversified property portfolio and tenant mix promotes resilience against external
disruption (e.g. COVID-19 lockdowns)

>53% of income is driven by essential services and everyday essentials (e.g. supermarkets)

>Weighted average lease expiry is 5.3 years (8.0 years across the office portfolio)

>Lease expiries average less than 9% of gross income per annum during Green Bond term

Earnings resilience

5%

11%

7%

7%

11%

8%

50%

0%

10%

20%

30%

40%

50%

60%

70%

VacantFY22FY23FY24FY25FY26FY27+

47%

12%

41%

Income breakdown

1

by investment portfolio value

Discretionary

Essential servicesEveryday essentials

Lease expiry profile

% of investment portfolio gross income

16

RetailOffice

1. Essential services include supermarkets, pharmacies, medical services, banks, insurance, legal, government, telco and financial services. Everyday essentials include

electronics, hardware, consultancy, department stores and discount department stores, hairdressers and opticians. All other categories are considered discretionary.

or Holdover

Financial
overview

17

Key financial metrics – FY21
Financial positionFinancial performance

$3.3b

Property assets

$173.6m

Net rental income

31.2%

Gearing ratio

$196.5m

Net profit after tax

18

$233m
$234m

$233m

$100m

KPG040 - $100m

KPG030 - $125m

KPG020 - $125m

KPG010 - $125m

KPG050 - $100m

ANZ, BNZ, CBA, CCB, HSBC, Westpac bank facilitiesExisting Green BondsNew Green Bonds

>Kiwi Property is committed to maintaining a strong financial position and has had an average

gearing ratio over the past 10 years of 32.2%

>The Green Bonds will help maintain the diversity of our funding sources, extend the weighted

average term to maturity of finance debt and will fund the maturity of KPG010 in August 2021

>Weighted average term to maturity

1

:

―Existing 3.5 years

―Post issue KPG050 and repayment of KPG010: 4.1 years

Financial overview: debt facilities

19

1. As at 31 March 2021, adjusted for $700m of bank refinancing in May 2021 and an assumed bond issue of $100m. This maturity profile is not intended to represent Kiwi

Property’s target debt levels or gearing ratio. For instance, additional future indebtedness may be incurred to finance future acquisitions in accordance with our

investment strategy.

28%

8%64%

Debtsources

(excl. KPG010)

Pro-forma Debt maturity profile

1

Incl. KPG010Excl. KPG010

$m%$m%

FY22125.09.10.00.0

FY230.00.00.00.0

FY24225.016.4225.018.0

FY25358.026.0358.028.6

FY26334.024.3334.026.7

FY27233.016.9233.018.6

FY280.00.00.00.0

FY29100.07.3100.08.0

Total facilities 1,375.0100.01,250.0100.0

Facilities drawn1,048.01,048.0

Undrawn facilities 327.0202.0

Green Bond
details

20

Security
>The Green Bonds are issued by Kiwi Property Group Limited (Kiwi Property) and guaranteed by

its wholly-owned subsidiaries, Kiwi Property Holdings Limited, Kiwi Property Holdings No. 2

Limited, Sylvia Park Business Centre Limited, Kiwi Property Te Awa Limited and Kiwi Property

Centre Place Limited (together with the Guarantors) on a joint and several basis

>General security is granted over all of the assets of the Guarantors

―Security interest over all personal property

―Charge over all real property

―Agreement to grant mortgages in respect of real property following certain trigger events,

including an Event of Default

>Security is held for the benefit of Green Bondholders, bank lenders, hedging providers and any

new future secured creditors on an equal ranking basis

Gearing ratio

>Group Finance Debt to Total Tangible Assets must not exceed 45%

―Gearing ratio as at 31 March 2021 was 31.2%

―Breach of gearing ratio requires rectification within a 13-month remedy period (once that

breach is disclosed to the Bond Supervisor in a directors’ report)

Events of default

>Events of default include (among others):

―Non-payment of interest or principal

―An un-remedied gearing ratio breach

―Cross-acceleration

―Insolvency

Security and covenants

21

Key terms of the Green Bond offer
IssuerKiwi Property Group Limited.

Instrument Fixed-rate senior secured green bonds (Green Bonds).

Issue amountUp to $100m (with the ability to accept oversubscriptions of up to an additional $50m).

Tenor and

maturity

7 years maturing 19 July 2028.

Interest Rate

To be determined following a bookbuild process. The Interest Rate will be set on the Rate Set

Date as being equal to the Base Rate plus the Margin, subject to a minimum Interest Rate

of 2.85% per annum.

Indicative Margin 1.35%to 1.50%per annum.

Interest paymentsSemi-annual in arrear on 19 January and 19 July.

Credit rating

The Green Bonds are expected to be assigned a BBB+ issue credit rating by S&P Global Ratings,

consistent with the rating assigned to the Existing Bonds.

BrokerageBrokerage of 0.50% plus 0.25% on firm allocations.

Application

amount

Minimum of $5,000 and in multiples of $1,000 thereafter.

Quotation

It is expected that the Green Bonds will be quoted under the code KPG050 on the NZX Debt

Market.

22

Key terms of the Green Bond offer
Sustainable Debt

Framework

Allocation

Kiwi Property intends to allocate an amount equal to the proceeds of the offer to refinance low

carbon and energy efficient buildings that meet the eligibility criteria set out in the Sustainable

Debt Framework and, consistent with this, Kiwi Property will apply the net proceeds of the offer

to repay existing debt of the Group.In accordance with the Sustainable Debt Framework, Kiwi

Property intends to ensure that the aggregate value of its Eligible Projects is at least equal to the

aggregate amount of all its outstanding green bonds and green loans.

Guarantors

Kiwi Property and its wholly-owned subsidiaries, Kiwi Property Holdings Limited, Kiwi Property

Holdings No. 2 Limited, Sylvia Park Business Centre Limited, Kiwi Property Te Awa Limited and Kiwi

Property Centre Place Limited on a joint and several basis.

Security

The Guarantors have granted security over all of their assets in favour of the Security Trustee.The

Security Trustee holds this security for the benefit of the holders of the Green Bonds and certain

other secured creditors of the Group (including the holders of the Existing Bonds, the Group's

bank facility lenders and hedging providers and any new future secured creditors) on an equal

ranking basis. The security includes a security interest over all personal property and a charge

over all real property, and secures all amounts owing to the applicable secured creditors.

Ranking

In an insolvency of a Guarantor, the claims of the senior secured creditors (including the holders

of Green Bonds) will, by virtue of the security granted in favour of the Security Trustee, rank

ahead of all other unsecured creditors of the relevant Guarantor other than certain statutorily

preferred creditors.

No event of

Default

No Event of Default will occur if the Green Bonds cease to qualify or be classified as green bonds

for any reason.

23

Date
Offer opens

Monday, 5 July 2021

Offer closes

12.00pm,Friday, 9 July 2021

Rate set date

Friday, 9 July 2021

Issue date

Monday, 19 July 2021

Expected date of initial quotation on NZX Debt Market

Tuesday,20 July 2021

Interest paymentdates

19 January and 19 July

Maturity date

Wednesday,19 July 2028

Key dates

24

Appendix
25

Mixed-use assets overview
Sylvia ParkSylvia Park LifestyleLynnMallThe Base

1

Location:AucklandAucklandAucklandHamilton

Centre type: RegionalLarge format (LFR)RegionalRegional/ LFR

Ownership:100%100%100%50%

Owned since:Jun-07Dec-14Dec-10May-16

Value:$1,100.0m$86.5m$249.0m$187.5m

Capitalisation rate:5.50%5.88%6.63%6.38%

Net lettable area:105,875 sqm16,550 sqm37,586 sqm85,908 sqm

Occupancy:99.8%100.0%100.0%99.9%

WALE:4.3 years2.7 years3.8 years3.4 years

Sales:$580.8m$20.3m$248.5m$390.6m

26

1. Value and income statistics represent Kiwi Property’s 50% ownership interest. Other statistics reflect the entire asset.

Use of
proceeds

An amount equal to the proceeds of green bonds and

loans(including the Green Bonds) will be allocated to

finance or refinance low carbon and energy efficient

buildings

Eligible

projects

Eligible Projects must meet one of the following criteria:

1.Certified as obtaining, or targeting, a minimum 5-

Star NZGBC Green Star Design and/or Built rating; or

2.Certified as obtaining, or targeting, a minimum 4-

Star NABERSNZ Energy Base Building rating or Energy

Whole Building rating

Process for

project

evaluation and

selection

Kiwi Property has processes in place to ensure that

Eligible Projects are identified and evaluated to ensure

compliance with itsSustainable Debt Framework

Management of

proceeds

A register is maintained,outlining the current value,

allocation of proceeds and the NABERSNZ and/ or

Green Star rating of each Eligible Project. Kiwi Property

intends to fullyallocate net proceeds immediately

following any green bond issue

Reporting and

assurance

Kiwi Property monitors the allocation of proceeds and

the current value of Eligible Projects on a yearly basis.

Assurance is sought from an approved verifier, in

accordance with the applicable market standards

Sustainable Debt Framework

27

Thank you
28

---

Arranger, Green Bond
Coordinator and Joint

Lead Manager

Joint Lead Managers

Indicative Terms Sheet

Fixed-Rate Senior

Secured Green Bonds

Maturing 19 July 2028

Green

Bonds

1
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

5 July 2021

This terms sheet (Terms Sheet) sets out the key terms of the offer by Kiwi Property Group Limited

(Kiwi Property) of up to $100 million (with the ability to accept oversubscriptions of up to $50 million at

Kiwi Property’s discretion) of seven-year fixed-rate senior secured green bonds maturing on 19 July 2028

(Green Bonds). The Green Bonds will be issued under a master trust deed dated 30 June 2014 (as amended

from time to time) (Master Trust Deed) and supplemented by a supplemental trust deed dated 5 July 2021

entered into between Kiwi Property as issuer and Public Trust as supervisor (Supervisor) (together, the Bond

Trust Documents). Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the

same meaning given to them in the Bond Trust Documents.

Important notice

The offer of Green Bonds by Kiwi Property is made in reliance upon the exclusion in clause 19 of schedule 1 of

the Financial Markets Conduct Act 2013 (FMCA).

The offer contained in this Terms Sheet is an offer of green bonds that have identical rights, privileges,

limitations and conditions (except for the interest rate and maturity date) as Kiwi Property’s:

– $125 million fixed-rate senior secured green bonds maturing on 20 August 2021 (with a fixed interest rate of

6.15% per annum), which are currently quoted on the NZX Debt Market under the ticker code KPG010;

– $125 million fixed-rate senior secured green bonds maturing on 7 September 2023 (with a fixed interest rate

of 4.00% per annum), which are currently quoted on the NZX Debt Market under the ticker code KPG020;

– $125 million fixed-rate senior secured green bonds maturing on 19 December 2024 (with a fixed interest rate

of 4.33% per annum), which are currently quoted on the NZX Debt Market under the ticker code KPG030; and

– $100 million fixed-rate senior secured green bonds maturing on 12 November 2025 (with a fixed interest rate

of 4.06% per annum), which are currently quoted on the NZX Debt Market under the ticker code KPG040,

(together the Existing Bonds).

The Green Bonds are of the same class as the Existing Bonds for the purposes of the FMCA and the Financial

Markets Conduct Regulations 2014 (FMC Regulations).

Kiwi Property is subject to a disclosure obligation that requires it to notify certain material information to NZX

Limited (NZX) for the purpose of that information being made available to participants in the market and that

information can be found by visiting www.nzx.com/companies/KPG/announcements.

The Existing Bonds are the only debt securities of Kiwi Property that are in the same class as the Green Bonds

and are currently quoted on the NZX Debt Market.

Investors should look to the market price of the Existing Bonds to find out how the market assesses the returns

and risk premium for those bonds.

The dates set out in this Terms Sheet are indicative only and Kiwi Property, in conjunction with the Joint

Lead Managers, may change the dates set out in this Terms Sheet. Kiwi Property has the right in its absolute

discretion and without notice to close the offer early, to extend the Closing Date (subject to the NZX Listing

Rules), or to choose not to proceed with the offer. If the Closing Date is changed, other dates (such as the Issue

Date, the Maturity Date and the Interest Payment Dates) may be changed accordingly.

Copies of the Bond Trust Documents will be made available by Kiwi Property for inspection during usual

business hours at Kiwi Property’s registered office listed on the final page of this Terms Sheet (or such office as

Kiwi Property may notify the holders of the Green Bonds (Green Bondholders) from time to time).

Investors should seek qualified, independent financial and taxation advice before deciding to invest.

For further information regarding Kiwi Property, visit www.nzx.com/companies/KPG.

Indicative Terms Sheet

Fixed-Rate Senior Secured Green Bonds

MATURING 19 JULY 2028

2
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

IssuerKiwi Property Group Limited (Kiwi Property).

Group

Kiwi Property and each of its subsidiaries.

Description

The Green Bonds are fixed-rate senior secured green bonds of Kiwi Property.

Issue Amount

Up to $100 million (with the ability to accept oversubscriptions of up to an additional

$50 million, at Kiwi Property’s discretion).

The offer is not underwritten.

Minimum Application

Amount and

Minimum Holding

$5,000 and in multiples of $1,000 thereafter.

Opening Date

Monday, 5 July 2021.

Closing Date

12.00pm, Friday, 9 July 2021.

Rate Set Date

Friday, 9 July 2021.

Issue Date

Monday, 19 July 2021.

Maturity Date

Wednesday, 19 July 2028.

Allocation

In accordance with Kiwi Property’s Sustainable Debt Framework dated March 2021 (as

amended from time to time) (the Sustainable Debt Framework), Kiwi Property intends to

allocate an amount equal to the proceeds of this offer to refinance low carbon and energy

efficient buildings that meet the eligibility criteria set out in the Sustainable Debt Framework

(being Eligible Projects) and, consistent with this, Kiwi Property will apply the net proceeds

of this offer to repay existing debt of the Group.

In accordance with the Sustainable Debt Framework, Kiwi Property intends to:

• ensure that the aggregate value of its Eligible Projects is at least equal to the aggregate

amount of all its outstanding green bonds (including the Green Bonds issued under this

offer) and green loans; and

• maintain a register that (among other things) outlines the current value of the Eligible

Projects and the allocation of proceeds (including an amount equal to the proceeds of

the Green Bonds issued under this offer).

A copy of the Sustainable Debt Framework is available on Kiwi Property’s website at

www.kiwiproperty.com/corporate/investor-centre/sustainable-debt-framework/.

3
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Green Bond Principles

As at the date of this Term Sheet, in accordance with the Sustainable Debt Framework,

Ki

wi Property has processes in place to identify and evaluate its Eligible Projects and

manage the use of proceeds of the Green Bonds in accordance with the Green Bond

Principles (the Green Bond Principles) as published by the International Capital Market

Association.

Kiwi Property intends to seek assurance on an annual basis from an approved verifier of

compliance of the Green Bonds (and any other green bonds issued by Kiwi Property) with

the Green Bond Principles and the Sustainable Debt Framework. Ernst & Young Limited has

provided a limited assurance report to Kiwi Property in relation to the Existing Bonds and

Kiwi Property’s existing Eligible Projects (based on property valuations as at 30 September

2020). A copy of that limited assurance report is available on Kiwi Property’s website at

www.kiwiproperty.com/corporate/investor-centre/sustainable-debt-framework/.

No Event of Default

in relation to the

Sustainable Debt

Framework or the

Green Bond Principles

If:

•Kiwi Property fails to ensure that the aggregate value of its Eligible Projects is at least

equal to the aggregate amount of all its outstanding green bonds (including the Green

Bonds issued under this offer) and green loans;

•Kiwi Property fails to comply with the Sustainable Debt Framework in any other way;

•the Green Bonds cease to satisfy the Green Bond Principles (including, without

limitation, as a result of an amendment to the Green Bond Principles); or

•Kiwi Property fails to notify Green Bondholders that the Green Bonds cease to comply

with the Sustainable Debt Framework or the Green Bond Principles,

then, although it is possible that the Green Bonds may lose their green classification:

•no Event of Default will occur in relation to the Green Bonds; and

•neither the Green Bondholders nor Kiwi Property will have any right for the Green Bonds

to be repaid early.

Ranking

The Green Bonds rank equally and without preference among themselves and equally with

any other secured indebtedness owing to a beneficiary under the security trust deed dated

30 June 2014 (as amended from time to time) (Security Trust Deed).

Guarantors

Certain of Kiwi Property’s wholly-owned subsidiaries guarantee the obligations of Kiwi

Property in relation to the Green Bonds pursuant to a global security deed dated 5 November

1998 (as amended from time to time) (GSD).

At the date of this Terms Sheet, the guaranteeing subsidiaries are Kiwi Property Holdings

Limited, Kiwi Property Holdings No. 2 Limited, Sylvia Park Business Centre Limited, Kiwi

Property Te Awa Limited and Kiwi Property Centre Place Limited (together with Kiwi Property,

the Guarantors).

The total assets held by the Guarantors must equal or exceed 90% of the total assets of the

consolidated Group.

Guarantee

Each Guarantor guarantees the due and punctual payment of all amounts payable by

Kiwi Property to Green Bondholders in respect of the Green Bonds on a joint and several

basis. There are no limits on the obligations of the Guarantors in respect of the amounts

owing under the guarantee.

4
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Security

The Guarantors have granted security over all of their assets under the GSD in favour of

New Zealand Permanent Trustees Limited acting as security trustee (Security Trustee). The

Security Trustee holds this security for the benefit of the Green Bondholders and certain

other secured creditors of the Group (including the holders of the Existing Bonds, the

Group’s bank facility lenders and hedging providers and any new future secured creditors)

on an equal ranking basis. The security includes a security interest over all personal property

and a charge over all real property, and secures all amounts owing to the applicable secured

creditors.

In an insolvency of a Guarantor, the claims of the senior secured creditors (including the

Green Bondholders) will, by virtue of the security granted in favour of the Security Trustee,

rank ahead of all other unsecured creditors of the relevant Guarantor other than certain

statutorily preferred creditors.

The Guarantors have also agreed, under the Security Trust Deed, not to create or allow to

exist any other security interests over their assets other than certain permitted security

interests (which include, among others, any security created in favour of the Security Trustee

and security interests securing amounts that do not exceed 5% of the Group’s total tangible

assets).

Gearing Ratio

The Master Trust Deed includes a gearing ratio that requires Kiwi Property to ensure that, for

so long as any bonds (including the Green Bonds) issued under the Master Trust Deed are

outstanding, Finance Debt of the Group does not exceed 45% of the Total Tangible Assets of

the Group at all times.

A breach of the gearing ratio that is not remedied within the time prescribed by the Master

Trust Deed would be an Event of Default under the Bond Trust Documents.

Further Indebtedness

The Group may incur additional Finance Debt (including bank debt or debt in respect of new

bonds), without the consent of Green Bondholders while the Green Bonds are outstanding.

Credit Ratings S&P Global Ratings (S&P) has assigned a BBB corporate credit rating to Kiwi Property and

an issue credit rating of BBB+ to the Existing Bonds. S&P is expected to assign a BBB+ issue

credit rating to the Green Bonds.

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

Property securities. The above ratings are current as at the date of this Terms Sheet and

(together with any rating assigned to the Green Bonds) may be subject to suspension,

revision or withdrawal at any time by S&P.

Series Identifier

Tranche 01 of Series 05.

Early Repayment

Other than following an Event of Default (as set out in the Bond Trust Documents), Green

Bondholders have no right to require Kiwi Property to redeem the Green Bonds prior to the

Maturity Date. Kiwi Property does not have the right to redeem the Green Bonds early.

5
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Interest Rate

The Interest Rate will be set on the Rate Set Date as being equal to the Base Rate plus the

Margin, subject to a minimum Interest Rate of 2.85 per cent per annum.

The Interest Rate will be announced by Kiwi Property via NZX o n or shortly after the Rate Set

Date.

Indicative Margin

1.35 to 1.50 per cent per annum.

Margin

The Margin (which may be above or below the Indicative Margin range) will be determined by

Kiwi Property (in consultation with the Joint Lead Managers) following a bookbuild process

and announced via NZX on or shortly after the Rate Set Date.

Base Rate

The semi-annual 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

Kiwi Property, 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).

Interest Payments

Semi-annually in arrear in equal amounts.

Interest Payment

Dates

19 January and 19 July of each year up to and including the Maturity Date.

The first Interest Payment Date will be 19 January 2022.

Payment of Interest

Interest will be payable on an Interest Payment Date to the Green Bondholder as at the

Record Date immediately preceding the relevant Interest Payment Date.

Record Date

The Record Date for Interest Payment Dates and the Maturity Date is 5.00pm on the tenth

calendar day before the relevant Interest Payment Date or Maturity Date or, if that day is not a

Business Day, the next Business Day.

Business Days

A day (other than a Saturday or Sunday) on which registered banks are generally open for

business in Auckland and Wellington.

If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the

due date for any payment to be made on that date will be the next Business Day.

Principal Amount

$1.00 per Green Bond.

Registrar and Paying

Agent

Link Market Services Limited.

The Green Bonds will be accepted for settlement within the NZClear system.

Transfer Restrictions

As a Green Bondholder, you may only transfer Green Bonds if the transfer is in respect of

Green Bonds having an aggregate Principal Amount that is an integral multiple of $1,000.

However, Kiwi Property will not register any transfer of Green Bonds if the transfer would

result in the transferor or the transferee holding or continuing to hold Green Bonds with an

aggregate Principal Amount of less than $5,000, unless the transferor would then hold no

Green Bonds.

6
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

NZX Debt Market

Quotation

It is a term of the offer that Kiwi Property will take any necessary steps to ensure that the

Green Bonds are, immediately after being issued, quoted on the NZX Debt Market.

Application has been made to NZX for permission to quote the Green Bonds on the NZX

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

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

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

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

Expected Date of

Initial Quotation

and Trading on

NZX Debt Market

Tuesday, 20 July 2021.

NZX Debt Market

Ticker Code

KPG050.

ISIN

NZKPGD0050L3.

Who May Apply for

Green Bonds

All of the Green Bonds (including oversubscriptions) are reserved for subscription by clients

of the Joint Lead Managers, institutional investors and other Primary Market Participants

invited to participate in the bookbuild.

There will be no public pool for the Green Bonds.

Retail investors should contact a Joint Lead Manager, their financial adviser or any Primary

Market Participant for details on how they may acquire Green Bonds. You can find a Primary

Market Participant by visiting www.nzx.com/services/market-participants.

Each investor’s broker or financial adviser will be able to advise them as to what

arrangements will need to be put in place for the investor 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.

Governing Law

New Zealand.

Arranger and Green

Bond Coordinator

ANZ Bank New Zealand Limited.

Joint Lead Managers

ANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Forsyth Barr Limited and

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

Fees

Brokerage: 0.50%.

Firm Fee: 0.25%.

7
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Selling Restrictions Part A – Initial Selling Restrictions

If sold in New Zealand, the Green Bonds may only be offered in New Zealand in conformity

with all applicable laws and regulations in New Zealand. In respect of the initial offer of the

Green Bonds by Kiwi Property under this Terms Sheet (Initial Offer), no Green Bonds may be

offered in any other country or jurisdiction except in conformity with all applicable laws and

regulations of that country or jurisdiction and the applicable selling restrictions set out below

in this Part A. This Terms Sheet may not be published, delivered or distributed in or from

any country or jurisdiction except under circumstances which will result in compliance with

all applicable laws and regulations in that country or jurisdiction and the applicable selling

restrictions set out below in this Part A. For the avoidance of doubt, the selling restrictions

set out below in this Part A apply only in respect of the Initial Offer.

United States of America

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)). No person may engage in any directed selling efforts (as defined in

Regulation S) in relation to the Green Bonds, and persons must comply with the offering

restrictions in Regulation S.

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, as determined and certified

by the Joint Lead Managers. 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. Terms used above have the meaning

given to them by Regulation S.”

Member States of the European Economic Area

In relation to each Member State of the European Economic Area, no Green Bonds have been

offered and no Green Bonds will be offered that are the subject of the offering contemplated

by this Terms Sheet in relation thereto to the public in that Member State except that an offer

of Green Bonds to the public in the Member State may be made:

(a) to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the

EU Prospectus Regulation) subject to obtaining the prior consent of the relevant Joint Lead

Manager and/or Joint Lead Managers nominated by Kiwi Property for any such offer; or

(c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,

provided that no such offer of the Green Bonds shall require Kiwi Property or any Joint Lead

Managers to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or

supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.

8
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Selling Restrictions For the purposes of this provision, the expression an offer of the Green Bonds to the public

in relation to any Green Bonds in any Member State means the communication in any form

and by any means of sufficient information on the terms of the offer and the Green Bonds

to be offered so as to enable an investor to decide to purchase or subscribe for the Green

Bonds and the expression EU Prospectus Regulation means Regulation (EU) 2017/1129.

United Kingdom

No Green Bonds have been offered and no Green Bonds will be offered that are the subject of

the offering contemplated by this Terms Sheet in relation thereto to the public in the United

Kingdom except that an offer of Green Bonds to the public in the United Kingdom may be made:

(a) to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus

Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in

Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the

prior consent of the relevant Joint Lead Manager and/or Joint Lead Managers nominated

by Kiwi Property for any such offer; or

(c) in any other circumstances falling within section 86 of the Financial Services and Markets

Act 2000 (FSMA),

provided that no such offer of the Green Bonds shall require Kiwi Property or any Joint

Lead Manager to publish a prospectus pursuant to section 85 of the FSMA or supplement a

prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an offer of the Green Bonds to the public

in relation to any Green Bonds means the communication in any form and by any means

of sufficient information on the terms of the offer and the Green Bonds to be offered so

as to enable an investor to decide to purchase or subscribe for the Green Bonds and the

expression UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of

domestic law by virtue of the European Union (Withdrawal) Act 2018.

Other regulatory restrictions

No communication, invitation or inducement to engage in investment activity (within the

meaning of section 21 of the FSMA) has been or may be made or caused to be made or will

be made in connection with the issue or sale of the Green Bonds in circumstances in which

section 21(1) of the FSMA applies to Kiwi Property.

All applicable provisions of the FSMA with respect to anything done in relation to the Green

Bonds in, from or otherwise involving the United Kingdom must be complied with.

Japan

The Green Bonds have not been and will not be registered in Japan pursuant to Article 4,

Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as

amended, the FIEA) in reliance upon the exemption from the registration requirements since

the offering constitutes the small number private placement as provided for in ”ha” of Article

2, Paragraph 3, Item 2 of the FIEA. A Japanese Person who transfers the Green Bonds shall

not transfer or resell the Green Bonds in Japan or to a Japanese person except where the

transferor transfers or resells all the Green Bonds en bloc to one transferee. For the purposes

of this paragraph, Japanese Person shall mean any person resident in Japan, including any

corporation or other entity organised under the laws of Japan.

9
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Selling Restrictions Singapore

Each Joint Lead Manager has acknowledged that this Terms Sheet has not been registered

as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint Lead

Manager has represented, warranted and agreed that it has not offered or sold any Green

Bonds or caused the Green Bonds to be made the subject of an invitation for subscription

or purchase and will not offer or sell any Green Bonds or cause the Green Bonds to be

made the subject of an invitation for subscription or purchase, and has not circulated or

distributed, nor will it circulate or distribute, this Terms Sheet or any other document or

material in connection with the offer or sale, or invitation for subscription or purchase, of

the Green Bonds, whether directly or indirectly, to any person in Singapore other than (a) to

an institutional investor (as defined in Section 4A of the SFA pursuant to Section 274 of the

SFA), (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section

275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance

with the conditions specified in Section 275 of the SFA or (c) otherwise pursuant to, and in

accordance with the conditions of, any other applicable provision of the SFA.

Where the Green Bonds are subscribed or purchased under Section 275 of the SFA by a

relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA))

the sole business of which is to hold investments and the entire share capital of which is

owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold

investments and each beneficiary of the trust is an individual who is an accredited

investor,

securities or securities based derivatives contracts (each term as defined in Section 2(1) of

the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described)

in that trust shall not be transferred within six months after that corporation or that trust has

acquired the Green Bonds pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person, or to any person arising from an

offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)

(Securities and Securities-based Derivatives Contracts) Regulations 2018.

Hong Kong

No Green Bonds have been offered or sold or will be or may be offered or sold in Hong

Kong, by means of any document other than (a) to professional investors as defined in the

Securities and Futures Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made

under the SFO; or (b) in other circumstances which do not result in the document being

a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions)

Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or which do not constitute an offer to

the public within the meaning of the C(WUMP)O.

10
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Selling Restrictions

No advertisement, invitation or document relating to the Green Bonds may be issued or in

the possession of any person or will be issued or be in the possession of any person in each

case for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or

the contents of which are likely to be accessed or read by, the public of Hong Kong (except

if permitted to do so under the securities laws of Hong Kong) other than with respect to the

Green Bonds which are or are intended to be disposed of only to persons outside Hong Kong

or only to professional investors as defined in the SFO and any rules made under the SFO.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of

Australia (Corporations Act)) in relation to the Green Bonds has been, or will be, lodged with,

or registered by, the Australian Securities and Investments Commission (ASIC) or any other

regulatory authority in Australia. No person may:

(a) make or invite (directly or indirectly) an offer of the Green Bonds for issue, sale or

purchase in, to or from Australia (including an offer or invitation which is received by a

person in Australia); and

(b) distribute or publish, any Terms Sheet, information memorandum, prospectus or any

other offering material or advertisement relating to the Green Bonds in Australia,

unless:

(i) the aggregate consideration payable by each offeree or invitee is at least A$500,000

(or its equivalent in an alternative currency and, in either case, disregarding moneys

lent by the offeror or its associates) or the offer or invitation otherwise does not require

disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act;

(ii) the offer or invitation is not made to a person who is a "retail client" within the

meaning of section 761G of the Corporations Act;

(iii) such action complies with all applicable laws, regulations and directives; and

(iv) such action does not require any document to be lodged with ASIC or any other

regulatory authority in Australia.

By applying for the Green Bonds under this Terms Sheet, each person to whom the Green

Bonds are issued (an Investor):

(a) will be deemed by Kiwi Property and each Joint Lead Manager to have acknowledged that

if any Investor on-sells the Green Bonds within 12 months from their issue, the Investor

will be required to lodge a prospectus or other disclosure document (as defined in the

Corporations Act) with ASIC unless either:

(i) that sale is to an investor within one of the categories set out in sections 708(8)

or 708(11) of the Corporations Act to whom it is lawful to offer the Green Bonds in

Australia without a prospectus or other disclosure document lodged with ASIC; or

(ii) the sale offer is received outside Australia; and

(b) will be deemed by Kiwi Property and each Joint Lead Manager to have undertaken not to

sell those Green Bonds in any circumstances other than those described in paragraphs (a)

(i) and (a)(ii) above for 12 months after the date of issue of such Green Bonds.

This Terms Sheet is not, and under no circumstances is to be construed as, an advertisement

or public offering of any Green Bonds in Australia.

11
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Selling Restrictions Switzerland

This Term Sheet is not intended to constitute an offer or solicitation to purchase or invest

in the Green Bonds. The Green Bonds may not be publicly offered, directly or indirectly,

in Switzerland within the meaning of the Swiss Financial Services Act (FinSA) and no

application has or will be made to admit the Green Bonds to trading on any trading venue

(exchange or multilateral trading facility) in Switzerland. Neither this Term Sheet nor any

other offering or marketing material relating to the Green Bonds constitutes a prospectus

pursuant to the FinSA, and neither this Terms Sheet 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 do not constitute collective investments within the

meaning of the Swiss Federal Act on Collective Investment Schemes (CISA). Accordingly,

holders of the Green Bonds do not benefit from protection under the CISA or from the

supervision of the Swiss Financial Market Supervisory Authority. Investors are exposed to the

default risk of Kiwi Property.

Part B – General Selling Restrictions

Kiwi Property has not and will not take any action which would permit a public offering of

the 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). The Green

Bonds may only be offered for sale or sold in compliance with all applicable laws and

regulations in any jurisdiction in which they are offered, sold or delivered. Any information

memorandum, terms sheet, circular, advertisement or other offering material in respect of

the Green Bonds may only be published, delivered or distributed in or from any country or

jurisdiction under circumstances which will result in compliance with all applicable laws and

regulations.

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), as modified or amended

from time to time (the SFA), Kiwi Property has determined, and hereby notifies all relevant

persons (as defined in Section 309A of the SFA) that the Green Bonds are “prescribed

capital markets product” (as defined in the Securities and Futures (Capital Markets Products)

Regulations 2018).

12
Indicative Terms Sheet – Fixed-Rate Senior Secured Green Bonds

Kiwi Property

Issuer

Kiwi Property Group Limited

Level 7, Vero Centre

48 Shortland Street

Auckland 1010

PO Box 2071

Shortland Street

Auckland 1140

Telephone: +64 9 359 4000

Email: info@kp.co.nz

Bond Supervisor

Public Trust

Level 4, Clearpoint House

7-9 Fanshawe Street

Auckland 1010

Private Bag 5902

Wellington 6140

Telephone: 0800 371 471

Arranger and Green Bond Coordinator

ANZ Bank New Zealand Limited

Level 25, ANZ Centre

23 – 29 Albert Street

Auckland 1010

Toll Free: 0800 269 476

Joint Lead Managers

ANZ Bank New Zealand Limited

Level 25, ANZ Centre

23 – 29 Albert Street

Auckland 1010

Toll Free: 0800 269 476

Forsyth Barr Limited

Level 23, Shortland & Fort

88 Shortland Street

Auckland 1010

Toll Free: 0800 367 227

Registrar

Link Market Services Limited

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

PO Box 91976

Auckland 1142

Toll Free: 0800 377 388

Telephone: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Security Trustee

New Zealand Permanent Trustees Limited

Level 4, Clearpoint House

7-9 Fanshawe Street

Auckland 1010

Private Bag 5902

Wellington 6140

Telephone: 0800 371 471

Craigs Investment Partners Limited

Level 32, Vero Centre

48 Shortland Street

Auckland 1010

Toll Free: 0800 226 263

Westpac Banking Corporation (ABN 33 007 457 141)

(acting through its New Zealand branch)

Level 8, 16 Takutai Square

Auckland 1010

Toll Free: 0800 772 142

Directory


Arranger, Green Bond

Coordinator and Joint

Lead Manager

Joint Lead Managers

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.