Vector launches retail bond offer

Market Release
15 November 2021
Vector launches retail bond offer

Vector Limited (Vector) (NZX: VCT) confirmed today that it is offering up to NZ$200 million
(with the ability to accept up to an additional NZ$100 million in oversubscriptions at Vector’s
discretion) of 6 year, unsecured, unsubordinated, fixed rate bonds (Bonds) maturing on 26
November 2027 to institutional investors and New Zealand retail investors. The Bonds are
expected to be quoted on the NZX Debt Market.

The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013
as an offer of debt securities of the same class as Vector’s existing quoted debt securities
(maturing on 27 May 2025 with an interest rate of 3.45%) which are currently quoted on the
NZX Debt Market under the ticker code VCT090.

The indicative margin range for the Bonds is 0.95% to 1.10% per annum over the underlying
swap rate. The interest rate for the Bonds will be set following a bookbuild process, which is
expected to be completed on 18 November 2021, and announced via NZX shortly thereafter.

The Bonds are expected to be rated BBB by S&P Global Ratings.

There is no public pool for the offer, with all of the Bonds (including any oversubscriptions)
being reserved for clients of the Joint Lead Managers, NZX Participants and other approved
financial intermediaries.

Full details of the offer are contained in the indicative terms sheet. The indicative terms sheet
is available through www.vector.co.nz/investors/bonds, or by contacting a Joint Lead Manager
(listed below) or your usual financial advice provider.

Copies of the indicative terms sheet and an investor presentation have also been provided to
NZX with this announcement.

The offer is expected to close on 18 November 2021, with the Bonds expected to be issued
on 26 November 2021 and commence trading on the NZX Debt Market on 29 November 2021
under the ticker code VCT100.

Interested investors should contact one of the Joint Lead Managers or their usual financial
advice provider for more details.


Joint Lead Managers




0800 269 476 0800 226 263 0800 367 227 0800 772 142


ENDS

Vector media release 15 November 2021 page 2 of 2
Investor contact
Jason Hollingworth
Chief Financial Officer
Mobile: 021 312 928

About Vector
Vector is an innovative New Zealand energy company which runs a portfolio of businesses
delivering energy and communication services to more than one million homes and
commercial customers across Australasia and the Pacific. Vector is leading the country in
creating a new energy future through its Symphony strategy which puts customers at the heart
of the energy system. Vector is listed on the New Zealand Stock Exchange with ticker symbol
VCT. Our majority shareholder, with voting rights of 75.1%, is Entrust. For further information,
visit www.vector.co.nz

---

Vector Limited
Retail Bond
Investor Presentation
November 2021

2
This presentation has been prepared by Vector Limited (“Vector”) in relation to the offer (“Offer”) of unsecured, unsubordinatedfixed rate bonds described in this
presentation (“Bonds”). Alongside this presentation, Vector has lodged with NZX an indicative terms sheet, a “cleansing notice” pursuant to subclause 20(1)(a) of
Schedule 8 of the Financial Markets Conduct Regulations 2014 (NZ) (“FMC Regulations”) and various market announcements (together, the “Offer Materials”) in
respect of the Offer. The Offer Materials should be read in their entirety before any investment decision is made.
The Offer of the Bonds described in this presentation is made in reliance upon the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013
(NZ) (“FMC Act”). The Bonds will have identical rights, privileges, limitations and conditions (except for the interest rateand maturity date) as Vector’s existing
bonds (which have an interest rate of 3.45% and mature on 27 May 2025), which are currently quoted on the NZX Debt Market under the ticker code “VCT090”
(the “Existing Bonds”). The Bonds are of the same class as the Existing Bonds for the purposes of the FMC Act and the FMC Regulations. Vector is subject to a
disclosure obligation that requires it to notify certain material information to NZX Limited (“NZX”). This presentation should be read in conjunction with Vector's
other periodic and continuous disclosure announcements released to NZX, and can be found by visiting https://www.nzx.com/companies/VCT.
The Existing Bonds (VCT090) are the only debt securities of Vector that are in the same class as the Bonds and are currently quoted on the NZX Debt Market.
Investors should look to the market price of the Existing Bonds (VCT090) referred to above to find out how the market assesses the returns and risk premium for
those bonds.
No information set out in this presentation will form the basis of any contract.
An investment in securities in Vector is subject to investment and other known and unknown risks, some of which are beyond the control of Vector. Vector does
not guarantee any particular rate of return or the performance of Vector. This presentation does not constitute a recommendationby Vector or 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), (together, the “Joint Lead Managers”) nor any of their respective directors, officers, employees or agents to sell, purchase or retain the Bonds.
None of the Joint Lead Managers nor any of their respective directors, officers, employees 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 of Bonds; (b) authorized 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 thereof (except to the extent such liability arises under the FMC Act or cannot be disclaimed). The JointLead Managers do not guarantee the
repayment of Bonds or the payment of interest thereon or any other aspect of the Bonds.
Disclaimer and important information

3
This presentation is for preliminary informational purposes only and no part of it shall form the basis of or be relied upon in connection with any contract or
commitment whatsoever or constitute financial advice. The information in this presentation is summary in nature and is necessarily brief. This presentation does
not take into account your personal objectives, financial situation or needs and you should consult your financial and other advisers before an investment
decision is made. This presentation is not and should not be construed as an offer to sell or a solicitation of an offer to buy Bonds and may not be relied upon in
connection with any purchase of Vector securities. It is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of
this presentation, but its accuracy, correctness and completeness cannot be guaranteed. Past performance is not indicative of future performance and no
guarantee of future returns is implied or given. To the maximum extent permitted by law and subject to any liabilities which might arise under the FMC Act, no
representation or warranty, express or implied, is made as to the accuracy, reliability, completeness or currency of any information, estimates, opinions or
statements contained in this presentation (including any forward-looking statements).
The distribution of this presentation, and the offer or sale of the Bonds, may be restricted by law in certain jurisdictions.Persons who receive this presentation
outside New Zealand must inform themselves about and observe all such restrictions. Nothing in this presentation is to be construed as authorizing its
distribution, or the offer or sale of the Bonds, in any jurisdiction other than New Zealand and Vector accepts no liability in that regard. The Bonds may not be
offered or sold directly or indirectly, and neither this presentation nor any other offering material may be distributed or published, in any jurisdiction except under
circumstances that will result in compliance with any applicable law or regulations.
Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relating thereto have been duly
complied with. However, NZXaccepts no responsibility for any statement in this presentation. The NZX Debt Market is a licensed market operated by NZX, a
licensed market operator regulated under the FMC Act. The information and opinions contained in this presentation are provided as at the date of this
presentation and are subject to change without notice. By attending or reading this presentation, you agree to be bound by the foregoing limitations and
restrictions.
For purposes of this disclaimer and important information, “presentation” shall mean the slides, any oral presentation of theslides by Vector, any question-and-
answer session that follows the oral presentation, hard copies of this document and any materials distributed at, or in connection with, that presentation.
Disclaimer and important information

Presenting Today
Jason Hollingworth
Chief Financial Officer
Jason leads Vector’s finance team and is responsible for financial and management reporting, corporate
finance, procurement, transaction processing, investor relations, treasury and tax. Jason has been in the role
since early 2019. Prior to Vector, Jason was CFO at Sky TV for 16 years.
Binaifer Behdin
Group Treasurer
Binaifer leads Vector’s Treasury and Corporate Development teams and is responsible for the group’s
funding and interest rate risk management strategy, the design, placement and management of the
Group’s insurance portfolio, and providing analytical and transaction support across Vector’s many
business units. She has been with Vector for 20 years.
4
Simon Mackenzie
Group Chief Executive
Simon was appointed Group Chief Executive in February 2008 and has been with Vector for 20 years. He
hasextensive experience in the infrastructure sector, including strategy, regulation, network
management,information technology and telecommunications.​

•Offer Highlights
6
•Vector Group
7
•Financial Performance and Capital Management
20
•Key Bond Terms and Timetable
27
•Credit Highlights
30
5
Contents

6
IssuerVector Limited
InstrumentUnsecured, unsubordinated, fixed rate bonds
Rating
Rating AgencyIssuer Credit RatingExpected Issue Credit Rating
S&P Global RatingsBBB (Stable)BBB
Issue AmountUp to NZ$200m, plus up to NZ$100m oversubscriptions
Maturity26 November 2027 –6 year bond
Joint Lead ManagersANZ, Craigs Investment Partners, Forsyth Barr, Westpac
Offer Highlights

Vector Group
7

8
Jonathan Mason
Independent non-executive
director and chair
Vector Board
Alastair Bell
Non-independent non-executive
director
Tony Carter
Independent non-executive
director
Dame Paula Rebstock
Independent non-executive
director
Bruce Turner
Independent non-executive
director
Anne Urlwin
Independent non-executive
director

The interplay of today and tomorrow
Vector’s Symphony Strategy
9

10
Vector Portfolio

11
•NZ’s largest owner and manager of energy
infrastructure networks
•#1 electricity distribution business
•#1 provider of electricity and gas metering
•#2 LPG business
•~55% of revenue and ~70% of adjusted EBITDA
2
sourced from regulated assets, with balance
sourced from competitive activities
•Vector reports its financial results in three
1
key
segments
•Regulated Networks
•Metering
•Gas Trading
Vector is NZ’s Largest Provider of Energy Infrastructure
Networks
Regulated
Networks 55%
Metering 19%
Gas Trading
18%
Corporate and
Other 8%
FY21 Segment Revenue
FY21 Segment Adjusted EBITDA
1. Corporate and Other is not a reportable segment
2. Refer to page 44 of the FY21 Annual Report for adjusted EBITDA definition

5,408
6,202
7,813
8,526
9,138
11,135
11,000
12,231
14,995
2,464
3,107
2,821
3,323
3,515
3,165
3,322
3,201
3,844
FY13FY14FY15FY16FY17FY18FY19FY20FY21
ElectricityGas
164.4
183.7
170.4
201.0
210.6
245.8
260.9
317.1
314.7
FY13FY14FY15FY16FY17FY18FY19FY20FY21
ReplacementGrowth
12
•Vector delivers electricity to 590,799
1
and gas to
116,472
1
Auckland homes and businesses
•Significant investment required to support
Auckland’s rapid growth
•Regulated asset base now at $4.1bn
•Electricity ~$3.7bn
2
•Gas ~$434m
3
•Returns regulated by Commerce Commission
•Input methodologies provide relative
certainty of regulation through 2025
•Next “reset” for gas in October 2022 and
for electricity in April 2025
•Vector is at the forefront of using new
technology to ensure network investment is
customer focussed, efficient, flexible and
future-proofed
Vector’s Regulated Networks Deliver Energy to
Auckland Homes and Businesses
1.As at 30 June 2021
2.As at 31 March 2021
3.As at 30 June 2020
Gross Regulated Network Capex ($m)
New Connections

13
Electricity network customers
1
590,799 (27% of NZ)
Network length (19,144km)
2
OverheadUnderground
8,284km10,860km
Network assets
2
Zone Substations:111
Distribution Substations:13,218
Poles: 124,750
Electricity Distribution
1.As at 30 June 2021
2.As at 31 March 2021

14
•Vector Metering has been installing advanced
meters since 2008 and is the largest supplier
of competitive metering services in NZ
•1.5m mass market advanced meters under
management
1
•Recently commenced a modem replacement
programme
•This will upgrade approximately 1.1m
meters with 4G modems in advance of
the expected shutdown of the 2G
mobile network in NZ
•Will enable us to provide services to our
customers for a longer period of time
•Vector Metering also owns commercial
advanced meters, legacy meters and legacy
gas meters. We have also started the rollout
of advanced gas meters
1.As at 30 June 2021
Vector’s Metering Business –NZ

15
•Vector Metering entered the Australian
market in 2016. We have now deployed
almost 400,000
1
advanced meters in
Australia and are averaging over 10,000
meter installations per month
1
•The business has grown by partnering with
our retailer customers and continuing to
earn the right to deploy our meters and
provide data services
•Recent major investment in our digital
platforms and an increase in stock levels to
help mitigate COVID-19 related supply
concerns
•Improved service offering in Australia with
the recent introduction of remote re-
energisation and de-energisation services.
These services have already enabled
innovative consumer products in NZ
1.As at 30 June 2021
Vector’s Metering Business –Australia
-
2,000
4,000
6,000
8,000
10,000
12,000
14,000
Jul-16
Oct-16
Jan-17
Apr-17
Jul-17
Oct-17
Jan-18
Apr-18
Jul-18
Oct-18
Jan-19
Apr-19
Jul-19
Oct-19
Jan-20
Apr-20
Jul-20
Oct-20
Jan-21
Apr-21
MONTHLY ADVANCED METER DEPLOYMENT
AustraliaNZ
Impact of
Covid-19
Power of
choice
reforms
introduced

375
364
358
352
320
302
266
229
203
158
305
338
300
301
284
248
240
200
185
155
FY21FY20FY19FY18FY17FY16FY15FY14FY13FY12
H1H2
16
Vector’s Gas Trading Business
Bottle Swap Volumes (‘000 9kg cylinders)
•Gas Trading business consists of:
•Natural Gas -wholesale, trading and
industrial sales
•LPG -OnGas sales, distribution and
reticulated networks; 60% stake in Liquigas
•Natural gas business has declined over recent
years due to local factors such as constrained
supply and the loss of a major customer from
January 2020
•Vector’s LPG operations occupy a strong market
position
•LPG operations across the entire NZ, with 17
depots, ~41,000 customers and a large 9kg bottle
swap facility in South Auckland

•As an essential services provider, in the past twelve months we have maintained our focus on ensuring
the safety of our people and communities in the face of Covid-19, and ensuring our ability to continue
providing our essential products and services
•Vector’s largest business, the electricity distribution business, bears no volume risk under the regulated
revenue cap methodology
•However in Vector’s businesses other than Electricity distribution the impact of Covid-19 may vary due to
length of lockdowns
COVID-19 Impact
17

18
•Vector is well-positioned to enable decarbonisation within New Zealand, the Asia-Pacific
region, and globally, guided by our vision, to create a new energy future
•Detailed information can be found in our TCFD www.vector.co.nz/investors/reports
•Vector’s work is inherently aligned with five priority Sustainable Development Goals,
with an ambition to keep global warming under 1.5ºC
•Vector has pledged a 53.5% reduction target of Scope 1 and 2 emissions, excluding
electricity line losses, by 2030 based on a FY20 baseline. We have already made a
reduction of 18% towards this goal
Climate & Sustainability

19
New Developments
•Developed our strategy to leverage the infrastructure and
technology of our existing businessesin order to create
commercial opportunities
•Vector Technology Services (VTS) has been established to
take to market solutions developed as part of our digital
transformation journey. We are exploring global
opportunities for key priority solutions such as the New
Energy Platform created through a strategic alliance with
Amazon Web Services (AWS), Distributed Energy Resource
Management Systems (DERMS), cyber security, and others
•Vector Property Services has been established to explore
the commercial potential of our property and facilities
assets
•Vector is collaborating with X, a division of Alphabet
(formerly known as Google), to virtualise Auckland’s
electricity network and support energy decarbonisation

Financial Performance and Capital Management
20

1,294.0
490.0
488.7
97.3
397.3
165.0
1,279.3
513.5
529.5
194.6
499.1
167.5
RevenueAdjusted EBITDACapital ExpenditureNet ProfitOperating Cash FlowFull Year Dividend
FY21 Financial Performance ($m)
FY20
FY21
21
Financial Performance
-1.1%+4.8%+8.3%+100.0%
+25.6%
+1.5%

Group Adjusted EBITDA (Continuing Operations Only) ($m, year ended 30 June)
22
5 Year Group Adjusted EBITDA Performance
474.4
470.1
485.8
490.0
513.5
FY17FY18FY19FY20FY21

23
Capex Driven by Auckland Growth and Meter
Deployment in Australia
$317.1m
65%
$8.2m
2%
$133.3m
27%
$30.1m
6%
$314.7m
60%
$11.2m
2%
$165.3m
31%
$38.3m
7%
Gross Capital Expenditure by Segment
Regulated Networks
Gas Trading
Metering
Corporate and Other
FY20
FY21
272.8
305.1
309.7
345.8
402.3
407.0
49.8
62.3
71.5
79.3
86.4
122.5
FY16FY17FY18FY19FY20FY21
Gross Capital Expenditure ($m)
Net capexCapital contributions
488.7
425.1
381.2
367.4
322.6
529.5
•Gross capex up 8.3% to $529.5m. Net capex (after deducting contributions) up 1.2% to $407.0m
•Growth capex up 14.3% to $333.0m. Replacement capex down 0.5% to $196.5m
•Metering capex up 24.0% driven by new advanced meters in Australia, 4G modem replacement programme,
investment in our digital platforms and an increase in stock levels to help mitigate COVID-19-related supply concerns

24
Debt Maturity Profile
•Weighted average maturity of our drawn debt portfolio beyond 6 years
•The $307m perpetual capital bonds interest rate will reset on 15 June 2022 when they will be
rolled over
405
375
400
100
251
277
138
574
223
240
170
307
250
200
FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31FY32FY33FY34FY35FY36
Debt Maturity Profile ($m)
Bank FacilitiesUSPPWholesale BondsPerpetual Capital BondsRetail BondsNew Bond

25
Group Debt
2,625
2,745
1,933
2,220
2,378
2,628
2,882
3,073
52.5%
53.6%
43.7%
47.1%
48.8%
52.2%
55.2%
56.5%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
0
500
1,000
1,500
2,000
2,500
3,000
3,500
FY14FY15FY16FY17FY18FY19FY20FY21
Net Economic Debt and Gearing ($m)
Net economic debt ($m)Economic gearing ratio
Note:
Economic gearing ratio = economic net debt to economic net debt plus adjusted equity.
Economic net debt = borrowings net of cash and short term deposits
Adjusted equity = total equity adjusted for hedge reserves

Vector rated BBB (stable outlook) by S&P Global Ratings and Baa1 (stable
outlook) by Moody’s
13.5%
13.0%
12.8%
11.2%
10.6%
FY16FY17FY18FY19FY20
FFO / Debt
2.4x
2.8x
3.3x
3.0x
3.3x
FY16FY17FY18FY19FY20
FFO / Cash Interest Coverage
26
BBB Investment Grade Credit Rating
Source: S&P Report -November 2020
S&P threshold

Key Bond Terms and Timetable
27

28
Key Terms of the Bonds
IssuerVector Limited
InstrumentUnsecured, unsubordinated, fixed rate bonds
Rating
Rating AgencyIssuer Credit Rating
Expected Issue Credit Rating
S&P Global RatingsBBB (Stable)
BBB
Issue AmountUp to NZ$200m, plus up to NZ$100m oversubscriptions
Maturity26 November 2027 –6 year bond
Interest Rate
Fixed rate of interestthat will be set following the bookbuild. The Interest Rate will be set on the
Rate Set Date as being equal to the Swap Rate plus the Issue Margin.
Indicative Issue Margin0.95% to 1.10% per annum
Interest PaymentsSemi-annualin arrear in equal amounts
FinancialCovenants
Thenet debt of the Vector Group expressed as a percentage of the consolidated total capitalisation
of the Vector Group shall not exceed 72%
At each calculation date, the ratio of EBITDA of the Vector Group to senior interest expense for the 12
month period ending on the relevant calculation date shall be not less than 1.5:1
QuotationNZDX under the ticker VCT 100
DenominationsMinimum$5,000 holding then $1,000 increments
Joint Lead ManagersANZ, Craigs Investment Partners, Forsyth Barr, Westpac

29
Key Dates
Opening DateMonday, 15 November 2021
ClosingDate12pm, Thursday, 18 November 2021
Rate Set DateThursday, 18 November 2021
Issue Date/ Allotment DateFriday, 26 November 2021
Expected date of initial quotationand
trading
Monday, 29 November 2021
Maturity DateFriday, 26 November 2027

Credit Highlights
30

31
Key Credit Highlights
NZ’s largest electricity distribution business
•Regulatory framework with no volume risk under the regulated revenue cap methodology
and strong market position
•Significant investment to support Auckland’s rapid growth
# 1 provider of electricity and gas metering in NZ
•1.9m advanced meters installed in NZ and Australia
1
•Over 230,000 gas meters in NZ
1
Significant portfolio of assets
•Strategic alliances and collaborations with AWS and X for key priority solutions such as the
New Energy Platforms and supporting energy decarbonization
•Extensive digital and technical capabilities
Investment grade credit rating
•BBB (stable)
1.As at 30 June 2021

Questions
32

---

Vector Limited

INDICATIVE TERMS SHEET

For an Offer of 6 Year Fixed Rate Bonds




15 November 2021













Joint Lead Managers

2


Vector Limited
Unsecured, unsubordinated, fixed rate 6 year bonds
This indicative terms sheet (Terms Sheet) sets out the key terms of the offer by Vector Limited
(Vector) of up to $200,000,000 (with the ability to accept oversubscriptions of up to
$100,000,000 at Vector’s discretion) of unsecured, unsubordinated fixed rate 6 year bonds
maturing on 26 November 2027 (Bonds). The Bonds will be issued under a master trust deed
dated 29 April 2019 (as amended from time to time) (Master Trust Deed) and supplemented
by a supplemental trust deed dated 15 November 2021 entered into between Vector and The
New Zealand Guardian Trust Company Limited as supervisor (Supervisor) (together, the
Trust Documents).
Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the
same meaning given to them in the Trust Documents.
Important notice
The offer of Bonds by Vector is made in reliance upon the exclusion in clause 19 of schedule
1 of the Financial Markets Conduct Act 2013 (FMC Act).
The offer contained in this Terms Sheet is an offer of bonds that have identical rights, privileges,
limitations and conditions (except for the interest rate and maturity date) as Vector’s
$250,000,000 unsecured, unsubordinated fixed rate bonds maturing on 27 May 2025 (with a
fixed interest rate of 3.45% per annum), which are currently quoted on the NZX Debt Market
under the ticker code VCT090 (the Existing Bonds).
Accordingly, the Bonds are of the same class as the Existing Bonds for the purposes of the
FMC Act and the Financial Markets Conduct Regulations 2014.
Vector 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/VCT/announcements.
The Existing Bonds are the only debt securities of Vector that are in the same class as the
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. When comparing the yield of two debt
securities, it is important to consider all relevant factors (including the credit rating (if any),
maturity and the other terms of the relevant debt securities).
Issuer Vector Limited (Vector or the Issuer).
Description of
Bonds
Unsecured, unsubordinated fixed rate 6 year bonds (Bonds).
Offer amount
Up to $200,000,000 of Bonds (with the ability to accept
oversubscriptions of up to an additional $100,000,000 at Vector’s
discretion). The offer is not underwritten.
Term
6 years, maturing on 26 November 2027.

3


Credit ratings

Issuer credit rating Expected credit
rating for Bonds
S&P Global Ratings BBB (stable) BBB
A credit rating is an independent opinion of the capability and
willingness of an entity to repay its debts (in other words, its
creditworthiness). It is also not a guarantee that a financial product
is a safe investment. A credit rating should be considered alongside
all other relevant information when making any investment decision.
The Issuer credit rating for Vector and the expected credit rating for
the Bonds shown above are current as at the date of this Terms
Sheet. Credit ratings are subject to suspension, revision or
withdrawal at any time by the assigning rating organisation.
Purpose
The net proceeds of the offer of Bonds will be used to refinance
existing debt and for general corporate purposes.
Financial
covenants
Vector gives certain financial undertakings to the Supervisor, namely
that:
 the net debt of the Vector Group expressed as a percentage of
the consolidated total capitalisation of the Vector Group (being
the sum of net debt and the net worth of the Vector Group) will
not exceed 72%; and
 at each calculation date, the ratio of EBITDA of the Vector Group
to senior interest expense for the 12 month period ending on the
relevant calculation date will be not less than 1.5:1.
See clause 11.2 of the Master Trust Deed for the detailed wording of
those undertakings.
A breach by Vector of either financial undertaking set out above can
lead to an Event of Default (if that breach (if capable of remedy) is
not remedied within 10 Business Days).
Security
The Bonds are not secured against any assets of Vector nor any
other member of the Vector Group.
Guarantee
The Bonds will be guaranteed by the Guarantors under the Negative
Pledge Deed. The sole Guarantor as at the Issue Date of the Bonds
will be NGC Holdings Limited, a wholly owned subsidiary of Vector.
Ranking of Bonds
On a liquidation of Vector, the Bonds will rank as unsecured and
unsubordinated obligations of Vector and will:
 rank after liabilities secured over assets of Vector and liabilities
preferred by law;
 rank equally with all other unsecured and unsubordinated
liabilities of Vector; and
 rank ahead of any subordinated liabilities and claims of
shareholders.
On a liquidation of a Guarantor, the obligations of the Guarantor
under the Negative Pledge Deed will rank as unsecured and
unsubordinated obligations of the Guarantor.

4


Further bonds
Vector may issue further bonds without the consent of Bondholders
which may rank ahead of, equally with or behind the Bonds.
Opening Date
Monday, 15 November 2021.
Closing Date
12:00pm NZT, Thursday, 18 November 2021.
Rate Set Date
Thursday, 18 November 2021.
Issue Date and
Allotment Date
Friday, 26 November 2021.
Expected Date of
Initial Quotation
on NZX Debt
Market
Monday, 29 November 2021.
Maturity Date
Friday, 26 November 2027.
Who may apply
for Bonds
The offer is open to New Zealand retail and certain institutional
investors.
There is no public pool for the Bonds.
All Bonds (including any oversubscriptions) have been reserved for
subscription by clients of the Joint Lead Managers, NZX Firms and
other approved financial intermediaries invited to participate in a
bookbuild conducted by the Joint Lead Managers.
Issue price and
Principal Amount
$1.00 per Bond, being the Principal Amount of each Bond.
Interest Rate
The Bonds will pay a fixed rate of interest from the Issue Date until
the Maturity Date.
The Interest Rate will be determined by Vector in conjunction with
the Joint Lead Managers, and will be set on the Rate Set Date (18
November 2021) as the sum of the Swap Rate on the Rate Set Date
and the Issue Margin.
The Interest Rate will be announced via NZX on or shortly after the
Rate Set Date.
Issue Margin
The Issue Margin (which may be above or below the Indicative Issue
Margin range) will be determined by Vector (in consultation with the
Joint Lead Managers) following a bookbuild process and announced
via NZX on or shortly after the Rate Set Date (18 November 2021).
Indicative Issue
Margin
0.95 – 1.10 per cent per annum.
Swap Rate
The mid-market swap rate for an interest rate swap from the Issue
Date to the Maturity Date, as calculated by Vector in conjunction
with the Joint Lead Managers on the Rate Set Date in accordance
with market convention, by reference to Bloomberg page ICNZ4 (or
any successor page) (rounded to 2 decimal places if necessary, with
0.005 rounded up).

5


Payment of
interest
Six monthly in arrear on 26 May and 26 November each year (or if
that scheduled day is not a Business Day, the next Business Day
without adjustment, interest or further payment as a result thereof)
until and including the Maturity Date, with the First Interest Payment
Date being 26 May 2022.
Interest payments
and entitlements
Payments of interest on Interest Payment Dates will be of equal
semi-annual amounts. Any interest on the Bonds payable on a date
which is not an Interest Payment Date, will be calculated based on
the number of days in the relevant period and a 365-day year.
On Interest Payment Dates, interest will be paid to the person
registered as the Bondholder as at the record date immediately
preceding the relevant Interest Payment Date.
The record date for interest payments is 5.00pm on the date that is
10 days before the relevant scheduled Interest Payment Date. If the
record date falls on a day which is not a Business Day, the record
date will be the immediately preceding Business Day.
Brokerage
You are not required to pay brokerage or any other fees or charges
to Vector to purchase the Bonds. However, you may have to pay
brokerage to the firm from whom you receive an allocation of Bonds.
ISIN
NZVCTDT013C8.
Quotation on the
NZX Debt Market
Application has been made to NZX for permission to quote the
Bonds on the NZX Debt Market and all the requirements of NZX
relating to that quotation that can be complied with on or before the
date of distribution of this Terms Sheet have been complied with.
However, the Bonds have not yet been approved for trading and
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 FMC Act.
NZX Ticker code VCT100 has been reserved for the Bonds.
If you wish to sell your Bonds on the NZX Debt Market, after
confirming your allocation, you must contact an NZX Firm or your
financial advice provider. They will be able to advise you as to what
arrangements will need to be put in place for you to trade the Bonds,
including obtaining a Common Shareholder Number (CSN), an
Authorisation Code (FIN) and opening an account with an NZX Firm,
as well as the costs and timeframes for putting such arrangements
in place.
Minimum
application
amount and
minimum holding
$5,000 and multiples of $1,000 thereafter.
Transfer
restrictions
Vector may decline to accept or register a transfer of the Bonds if
the transfer would result in the transferor or the transferee holding or
continuing to hold Bonds with a Principal Amount of less than
$5,000 (if not zero) or if the transfer is not in multiples of $1,000.

6


Repo eligibility
Vector intends to apply to the Reserve Bank of New Zealand for the
Bonds to be included as eligible securities for Domestic Market
Operations.
Governing Law
New Zealand.
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).
Supervisor
The New Zealand Guardian Trust Company Limited.
Securities
Registrar
Computershare Investor Services Limited.
Selling
restrictions
This is an offer of Bonds to institutional investors and members of
the public who are resident in New Zealand and certain overseas
institutional investors only.
Vector has not taken and will not take any action which would permit
a public offering of Bonds, or possession or distribution of any
offering material in respect of the Bonds (including this Terms
Sheet), in any country or jurisdiction where action for that purpose is
required (other than New Zealand).
The Bonds may only be offered for sale or sold in a jurisdiction other
than New Zealand in compliance with all applicable laws and
regulations in any jurisdiction in which they are offered, sold or
delivered. This Terms Sheet may only be published, delivered or
distributed in compliance with all applicable laws and regulations
(including those of the country or jurisdiction in which this Terms
Sheet is published, delivered or distributed).
In addition, the selling restrictions contained in the Schedule to this
Terms Sheet apply. By subscribing for Bonds, each investor agrees
to indemnify, among others, Vector, the Supervisor, the Joint Lead
Managers and their respective directors, officers, employees and
agents in respect of any loss, cost, liability or damages suffered as a
result of that investor breaching the selling restrictions referred to in
this section and set out in the Schedule to this Terms Sheet.
The selling restrictions may be modified by Vector and the Joint
Lead Managers, including following a change in a relevant law,
regulation or directive.

Other information
The dates set out in this Terms Sheet are indicative only and subject to change. Vector may
in its absolute discretion and without notice, determine to vary the timetable for the offer
(including by opening or closing the offer early, accepting late applications and extending the
Closing Date). Changes will be advised by way of announcement through NZX.
Vector reserves the right to cancel the offer described in this Terms Sheet and the issue of
the Bonds, in which case all application monies received will be refunded (without interest)
as soon as practicable.

7


Copies of the Trust Documents are available at Vector’s website at
www.vector.co.nz/investors/bonds.
Any internet site addresses provided in this Terms Sheet are for reference only and, except
as expressly stated otherwise, the content of any such internet site is not incorporated by
reference into, and does not form part of, this Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to
invest. In particular, you should consult your tax adviser in relation to your specific
circumstances. Investors will also be personally responsible for ensuring compliance with
relevant laws and regulations applicable to them (including any required registrations), for all
tax return filing obligations in respect of their investment in the Bonds, compliance with the
financial arrangements rules (if applicable) and payment of provisional or terminal tax (if
required) on interest derived.
Vector has been designated as a “Non-Standard” (NS) issuer by NZX because of certain
waivers granted by NZX in relation to governance matters relating to Entrust. A copy of the
waivers granted by NZX in respect of Vector can be found at www.nzx.com/companies/VCT.
For further information regarding Vector, visit www.nzx.com/companies/VCT.

8



Schedule

SELLING RESTRICTIONS

The Bonds may only be offered for sale or sold in conformity with all applicable laws and
regulations in New Zealand. No Bonds may be offered for sale or sold in any other
country or jurisdiction except in conformity with all applicable laws of that jurisdiction and
the selling restrictions contained in this Terms Sheet. This Terms Sheet may not be
published, delivered or distributed outside New Zealand except to institutional investors
as contemplated below.
Australia
This Terms Sheet and the offer of Bonds are only made available in Australia to persons
to whom an offer of securities can be made without disclosure in accordance with
applicable exemptions in sections 708(8) (sophisticated investors) or 708(11)
(professional investors) of the Australian Corporations Act 2001 (the Corporations Act).
This Terms Sheet is not a prospectus, product disclosure statement or any other formal
“disclosure document” for the purposes of Australian law and is not required to, and does
not, contain all the information which would be required in a "disclosure document" under
Australian law. This Terms Sheet has not been, and will not be, lodged or registered with
the Australian Securities & Investments Commission or the Australian Securities
Exchange. Vector is not subject to the continuous disclosure requirements that apply in
Australia.

Prospective investors should not construe anything in this Terms Sheet as legal, business
or tax advice nor as financial product advice for the purposes of Chapter 7 of the
Corporations Act. Investors in Australia should be aware that the offer of Bonds for resale
in Australia within 12 months of their issue may, under section 707(3) of the Corporations
Act, require disclosure to investors under Part 6D.2 if none of the exemptions in section
708 of the Corporations Act apply to the re-sale.

European Union
This Terms Sheet has not been, and will not be, registered with or approved by any
securities regulator in the European Union. Accordingly, this Terms Sheet may not be
made available, nor may the Bonds be offered for sale, in the European Union except in
circumstances that do not require a prospectus under Article 1(4) of Regulation (EU)
2017/1129 of the European Parliament and the Council of the European Union (the
Prospectus Regulation).
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of Bonds in the
European Union is limited to persons who are "qualified investors" (as defined in Article
2(e) of the Prospectus Regulation).
Hong Kong
WARNING: This Terms Sheet has not been, and will not be, registered as a prospectus
under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong, nor has it been authorised by the Securities and Futures Commission in
Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong (the SFO). Accordingly, this Terms Sheet may not be distributed, and the

9


Bonds may not be offered or sold, in Hong Kong other than to "professional investors" (as
defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Bonds has been or will be issued,
or has been or will be in the possession of any person for the purpose of issue, in Hong
Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of
Hong Kong) other than with respect to Bonds that are or are intended to be disposed of
only to persons outside Hong Kong or only to professional investors. No person allotted
Bonds may sell, or offer to sell, such securities in circumstances that amount to an offer to
the public in Hong Kong within six months following the date of issue of such securities.
The contents of this Terms Sheet have not been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution in relation to the offer. If you are in doubt
about any contents of this Terms Sheet, you should obtain independent professional
advice.
Japan
The Bonds have not been, and will not be, registered under Article 4, paragraph 1 of the
Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended
(the FIEL) pursuant to an exemption from the registration requirements applicable to a
private placement of securities to Qualified Institutional Investors (as defined in and in
accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated
thereunder). Accordingly, the Bonds may not be offered or sold, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional
Investors.
Any Qualified Institutional Investor who acquires Bonds may not resell them to any person
in Japan that is not a Qualified Institutional Investor, and acquisition by any such person
of Bonds is conditional upon the execution of an agreement to that effect.
Singapore
This Terms Sheet and any other materials relating to the Bonds have not been, and will
not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of
Singapore. Accordingly, this Terms Sheet and any other document or materials in
connection with the offer or sale, or invitation for subscription or purchase, of Bonds, may
not be issued, circulated or distributed, nor may the Bonds be offered or sold, or be made
the subject of an invitation for subscription or purchase, whether directly or indirectly, to
persons in Singapore except pursuant to and in accordance with exemptions in
Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of
Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions
of any other applicable provisions of the SFA.
This Terms Sheet has been given to you on the basis that you are (i) an "institutional
investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If
you are not an investor falling within one of these categories, please return this Terms
Sheet immediately. You may not forward or circulate this Terms Sheet to any other
person in Singapore.
Any offer is not made to you with a view to the Bonds being subsequently offered for sale
to any other party. There are on-sale restrictions in Singapore that may be applicable to
investors who acquire Bonds. As such, investors are advised to acquaint themselves with
the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

10


United Kingdom
Neither this Terms Sheet nor any other document relating to the offer has been delivered
for approval to the Financial Conduct Authority in the United Kingdom and no prospectus
(within the meaning of section 85 of the Financial Services and Markets Act 2000, as
amended (FSMA)) has been published or is intended to be published in respect of the
Bonds.
The Bonds may not be offered or sold in the United Kingdom by means of this Terms
Sheet or any other document, except in circumstances that do not require the publication
of a prospectus under section 86(1) of the FSMA. This Terms Sheet is issued on a
confidential basis in the United Kingdom to "qualified investors" within the meaning of
Article 2(e) of the UK Prospectus Regulation. This Terms Sheet may not be distributed or
reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any
other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) received in connection with the issue or sale of the Bonds has
only been communicated or caused to be communicated and will only be communicated
or caused to be communicated in the United Kingdom in circumstances in which section
21(1) of the FSMA does not apply to Vector.
In the United Kingdom, this Terms Sheet is being distributed only to, and is directed at,
persons (i) who have professional experience in matters relating to investments falling
within Article 19(5) (investment professionals) of the Financial Services and Markets Act
2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories of
persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated
(together relevant persons). The investment to which this Terms Sheet relates is
available only to relevant persons. Any person who is not a relevant person should not act
or rely on this Terms Sheet.
United States
This Terms Sheet does not constitute an offer to sell, or a solicitation of an offer to buy,
the Bonds in the United States. The Bonds have not been, and will not be, registered
under the US Securities Act of 1933 and may not be offered or sold in the United States
except in transactions exempt from, or not subject to, registration under the US Securities
Act and applicable US state securities laws. Accordingly, the Bonds are only being offered
and sold in "offshore transactions" in compliance with Regulation S under the US
Securities Act.
Indemnity
By its subscription for the Bonds, each Bondholder agrees to indemnify Vector, the Joint
Lead Managers and the Supervisor and each of their respective directors, officers and
employees for any loss, cost, liability or expense sustained or incurred by Vector, the
Joint Lead Managers or the Supervisor, as the case may be, as a result of the breach by
that Bondholder of the selling restrictions set out above.

11


Directory
Issuer

Vector Limited
Level 4
101 Carlton Gore Road
Newmarket, Auckland

Securities Registrar

Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622

Bond Supervisor

The New Zealand Guardian Trust Company
Limited
Level 6
191 Queen Street
PO Box 274
Auckland 1140


Joint Lead Managers

ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011

Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010

Forsyth Barr Limited
Level 23
Shortland & Fort
88 Shortland Street
Auckland 1010

Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its
New Zealand branch)
Level 8, 16 Takutai Square
Auckland 1010

---

Market Release
15 November 2021
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
Vector Limited
Notice pursuant to subclause 20(1)(a) of Schedule 8 to the Financial Markets
Conduct Regulations 2014
1. Vector Limited (Vector) gives notice that it intends to undertake an offer (the Offer) for the
issue of unsecured, unsubordinated, fixed rate, six year bonds due 26 November 2027 (the
New Bonds).
2. The Offer will be made to investors in reliance upon the exclusion in clause 19 of Schedule 1
to the Financial Markets Conduct Act 2013 (the Act).
3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets
Conduct Regulations 2014 (the Regulations).
4. The New Bonds will have identical rights, privileges, limitations and conditions (except for the
interest rate and maturity date) as Vector’s existing bonds maturing on 27 May 2025 which
are currently quoted on the NZX Debt Market under the ticker code “VCT090” (the Existing
Bonds), and therefore are of the same class as the Existing Bonds for the purposes of the
Act and the Regulations.
5. The Existing Bonds have been continuously quoted on the NZX Debt Market over the
preceding three months and trading in the Existing Bonds has not been suspended for a total
of more than five trading days during that three month period.
6. As at the date of this notice:
(a) Vector is in compliance with the continuous disclosure obligations that apply to it in
relation to the Existing Bonds; and
(b) Vector is in compliance with its financial reporting obligations (as defined in clause 20(5)
of Schedule 8 to the Regulations);
(c) there is no information that is “excluded information” (as defined in subclause 20(5) of
Schedule 8 to the Regulations) which is required to be disclosed for the purposes of the
Regulations; and
(d) there is no information that would be required to be disclosed under a continuous
disclosure obligation or which would be “excluded information” (and required to be
disclosed for the purposes of subclause 20(2)(g) of Schedule 8 to the Regulations) if the
Existing Bonds had had the same interest rate or maturity date as the New Bonds being
offered.
Ends
For further information please contact:
Jason Hollingworth
Chief Financial Officer
Mobile: 021 312 928