Kiwi Property revises Green Bond indicative margin

NZX RELEASE
7 July 2021
Kiwi Property revises Green Bond indicative margin
K
iwi Property Group Limited (NZX: KPG) has today revised the indicative margin for its seven-
year fixed-rate senior secured green bond (Green Bonds) offer to 1.25%-1.35% per annum.
The minimum interest rate remains unchanged at 2.85% per annum.
A
n announcement of the actual margin and interest rate is expected to be made via NZX
on 9 July 2021 following a bookbuild process.
F
ull details of the Green Bond offer are contained in the attached indicative terms sheet and
at www.kiwiproperty.com/corporate/investor-centre/green-bond.
T
here is no public pool for the offer, with all the Green Bonds reserved for clients of the Joint
Lead Managers, NZX participants and other approved financial intermediaries. Interested
investors should contact a Joint Lead Manager (details below) or their financial adviser
for
more details.

A
rranger, Green Bond Co-ordinator and Joint Lead Manager
Ph: 0800 269 476
Ph: 0800 226 263 Ph: 0800 367 227 Ph: 0800 772 142
Ends
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
Joint Lead Managers

2
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

---

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
– $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 T
erms Sheet
Fixed-Rate Senior Secured Green Bonds
MATURING 19 JULY 2028
7 July 2021
This terms sheet (Terms Sheet) (which replaces the indicative terms sheet dated 5 July 2021) 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 fr om time to time) (Master Trust Deed) and
supplemented by a supplemental trust deed dated 5 July 2021 entered into between Kiwi Property as issuer
a
nd 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).
T
he 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:

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 on or shortly after the Rate Set
Date.
Indicative Margin
1.2 5 to 1.35 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
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Joint Lead Managers