Dividend Reinvestment Plan

Dividend Reinvestment Plan
22 February 2022 – Mercury advises that documents relating to the newly established Dividend Reinvestment Plan will be sent
to shareholders today.
The Dividend Reinvestment Plan will apply to the FY2022 interim dividend.
Attached to this announcement is a copy of the letter to be sent to shareholders, the Dividend Reinvestment Plan Offer
Document and Participation Notice.
ENDS
Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited
For investor relations queries, please contact:
Tim Thompson
Head of Treasury and Investor Relations
0275 173 470
For media queries, please contact:
Shannon Goldstone
Head of Communications
Media phone: 027 210 5337

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

STOCK EXCHANGE LISTINGS: NEW ZEALAND (MCY) / AUSTRALIA (MCY)

NEWS RELEASE

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DIVIDEND REINVESTMENT PLAN.
DEAR SHAREHOLDER.

Mercury NZ Limited ('Mercury')
has established the Mercury Dividend
Reinvestment Plan ('Plan'), offering you the
opportunity to reinvest the net proceeds of
dividends from some or all of your existing
Mercury ordinary shares ('Shares') in
additional, fully paid Shares.
By participating in the Plan you can increase
your investment in Mercury without incurring
brokerage charges. The enclosed booklet
explains how the Plan works.
ELIGIBILITY
Mercury has determined that, for the
time being, the Plan is only available to
shareholders residing in New Zealand
or Australia. Mercury may amend
eligibility requirements at any time,
at its sole discretion.
YOUR CHOICES
Participation in the Plan is optional and it’s
flexible too. You may elect to participate in
respect of all or only some of your Shares
(in which case you’ll receive a mixture of
both cash dividends and Shares) and you
may change your mind if it doesn’t suit
your investment needs in the future.
If you wish to continue to receive only cash
dividends, you don’t need to do anything.
HOW TO PARTICIPATE
If you wish to participate in the
Plan you need to:
• apply online by visiting
www.investorcentre.com/nz; or
• complete the enclosed Participation
Notice and return it to Computershare
Investor Services.
If you wish to participate in the Plan
for the upcoming interim dividend, you
need to apply by no later than 5pm on
18 March 2022.
THE PRICE
The price of the Shares issued or transferred
under the Plan will be based on the market price
before the date of issue or transfer. Mercury
may choose to offer these Shares to you at a
discount to this market price. If a discount is to
apply, it will be announced at the same time
as details of the dividend are announced.
The first dividend to which the Plan will apply
is the 8 cents per Share dividend, being
the interim ordinary dividend to be paid on
1 April 2022. Mercury has determined that
Shares issued or transferred under the Plan
in respect of the FY2022 interim dividend
will be issued or transferred at a discount of
2.5% to the market price.
Mercury will determine whether the Plan
will apply to future dividends, and whether
Shares issued or transferred under the Plan
in respect of future dividends will be issued
or transferred at a discount, at the time
future dividend payments are determined.
Please read the information in the booklet
carefully. You should consult your financial
adviser or Computershare if you have any
questions in relation to any of the content
in the booklet.
Yours sincerely,
MERCURY DIVIDEND REINVESTMENT PLAN.
DEAR
SHAREHOLDER.
PRUE FLACKS // CHAIR
DEAR SHAREHOLDER2

WHAT IS THE MERCURY DIVIDEND
REINVESTMENT PLAN (“PLAN”)?
The Plan enables shareholders to reinvest all
or part of the net proceeds of cash dividends
paid on their Mercury Shares in additional
Mercury Shares, instead of receiving those
dividends in cash.
AM I ELIGIBLE TO PARTICIPATE?
As at the date of the Offer Document, the
Plan is only available to shareholders who
have an address on the Mercury share
register in New Zealand or Australia.
Mercury may amend this policy at any time,
at its sole discretion.
IS THERE A MINIMUM NUMBER
OF SHARES THAT I NEED TO OWN
BEFORE I CAN PARTICIPATE?
No.
HOW MUCH DOES IT COST?
There are no charges for participating in or
withdrawing from the Plan or changing the
number of Shares nominated by you that
will participate in the Plan. No brokerage or
commission costs will be payable in respect
of the Shares you receive under the Plan.
HOW DO I PARTICIPATE IN THE PLAN?
You should read the Offer Document
carefully before deciding whether to
participate. You can elect to participate at
any time by completing and returning a
Participation Notice to Mercury’s Registrar,
Computershare Investor Services or by
making an election online.
REGISTRAR IN NEW ZEALAND
Computershare Investor Services Limited
Postal address:
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
REGISTRAR IN AUSTRALIA
Computershare Investor Services
Pty Limited
Postal address:
GPO Box 3329
Melbourne VIC 3001
Australia
You can also scan your Participation Notice
and email it to drp@computershare.co.nz.
Online Participation: You can apply
online by visiting the website of the
Share Registrar, Computershare Investor
Services, at www.investorcentre.com/nz.
Log into www.investorcentre.com/nz,
and select ‘My Profile’. Then select
‘Reinvestment Plans’ from the left-hand
menu. Select Mercury NZ Limited in the
holding line and ‘Apply’ to select your
participation level. If you do not have an
Investor Centre account, you will need your
CSN/Investor Number and FIN to register.
If you don’t have this information available
you can email enquiry@computershare.
co.nz or phone +64 9 488 8777.
If you wish to participate in the Plan for the
upcoming dividend, you will need to return
your Participation Notice by no later than
5pm on 18 March 2022.
WHAT OPTIONS DO I HAVE
REGARDING PARTICIPATING
IN THE PLAN?
Participation in the Plan is optional. If you
wish to participate in the Plan, you may elect:
Full participation: Where all of your
Shares (including Shares held now and
acquired in the future, including where
issued or transferred to you under the
Plan) will be treated as participating in
the Plan for all future dividends to which
the Plan applies (unless you vary your
participation in the Plan in accordance
with the terms and conditions of the Plan);
or
Partial participation: Where only the
number of Shares nominated by you
will participate in the Plan for all future
dividends to which the Plan applies (unless
you vary your participation in accordance
with the terms and conditions of the Plan).
Note that you will continue to receive cash
dividends on any of your Shares that are
not part of the Plan; or
Specific Participation: Please see the
Offer Document for details on specific
participation in the Plan if this is relevant
to you.
WHAT IF I DON’T WANT TO
PARTICIPATE IN THE PLAN?
If you do not wish to participate in the
Plan, you do not need to do anything.
You will continue to receive cash
dividends on your Shares.
WHAT IF I CHANGE MY MIND?
You can join the Plan or vary your
participation at any time online via Mercury’s
Share Registrar, Computershare Investor
Services, at www.investorcentre.com/nz
or by delivering an updated Participation
Notice to the Registrar. Participation Notices
are available online or from the Registrar
on request.
If you choose to participate in the Plan and
then change your mind, you can opt out by
informing the Registrar either online or by
completing a Cancellation Form (available
online or from the Registrar on request).
Such variation or cancellation will be
effective immediately provided that any
online application or Participation Notice or
Cancellation Form that is received after 5pm
on an Election Date will be effective for the
following dividend.
WHAT PRICE WILL
SHAREHOLDERS PAY?
The price of Shares is based on the average
of the daily volume-weighted average sale
price of Mercury Shares sold on the NZX
Main Board over a period of time. Please see
the Offer Document for further details. The
Share price may be subject to a discount set
by Mercury from time to time. The discount,
if any, as well as the pricing period will be
announced by Mercury to Shareholders at
the same time the dividend is announced
for the relevant period.
QUESTIONS
AND ANSWERS.
MERCURY DIVIDEND REINVESTMENT PLAN3

CAN THE PLAN BE CHANGED
IN THE FUTURE?
Yes. Mercury may change, suspend or
cancel the Plan at its sole discretion. If
that occurs, notice will be given through
the NZX and ASX as required by the terms
and conditions of the Plan.
CAN I SELL THE SHARES?
Yes. Shares acquired under the Plan can
be sold at any time.
ARE THERE ANY TAX IMPLICATIONS?
The taxation consequences for each
shareholder should they elect to participate
in the Plan will depend on their particular
circumstances. Accordingly, each
shareholder should consult their own tax
adviser as to the taxation implications of
the Plan. Mercury does not accept any
responsibility for the financial or taxation
effects of a shareholder’s participation or
non-participation in the Plan.
WHERE CAN I FIND INFORMATION ON
THE MERCURY DIVIDEND POLICY?
You can find a copy of the Mercury dividend
policy at www.mercury.co.nz/investors/
dividends.
HOW DO I FIND OUT HOW MANY
SHARES I HAVE RECEIVED?
Shortly after the issue or transfer of Shares
under the Plan, Computershare Investor
Services will send all Plan participants an
updated Securities Transaction Statement,
along with a dividend remittance advice.
4

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MERCURY NZ LIMITED
DIVIDEND REINVESTMENT PLAN // 22 FEBRUARY 2022

CONTENTS.
03 CHOICE 01
04 CHOICE 02
05 KEY FEATURES OF THE PLAN
06 TERMS AND CONDITIONS
10 GLOSSARY
11 DIRECTORY
THIS IS AN IMPORTANT DOCUMENT. YOU
SHOULD READ THE WHOLE DOCUMENT
BEFORE MAKING ANY DECISIONS. IF YOU
HAVE ANY DOUBTS AS TO WHAT YOU
SHOULD DO, PLEASE CONSULT YOUR
BROKER, FINANCIAL, INVESTMENT OR
OTHER PROFESSIONAL ADVISOR.
THIS OFFER DOCUMENT HAS BEEN
PREPARED AS AT 22 FEBRUARY 2022.
CAPITALISED TERMS USED IN THIS OFFER
DOCUMENT HAVE THE MEANINGS SET OUT
IN THE GLOSSARY ON PAGE 10 OF THIS
OFFER DOCUMENT.
2

CHOICE 01.
Participate in the Plan and reinvest your
dividends in further Mercury Shares.
PARTICIPATION NOTICE
You should complete a Participation
Notice, in accordance with the instructions
online or on that notice, if you wish to
reinvest the net proceeds of cash dividends
payable or credited on all or some of your
Shares, by acquiring further Shares.
If you participate in the Plan, promptly after
each dividend payment date you will be
sent a statement detailing your dividend
entitlement, the number of additional
Shares issued or transferred to you under
the Plan and the per-share price of those
additional Shares.
You can elect to participate online by
visiting the website of the Share Registrar,
Computershare Investor Services at
www.investorcentre.com/nz. Alternatively,
you may return a physical Participation
Notice to the Share Registrar either at the
address on page 11 (or such other person as
Mercury may determine) or by scanning it
to drp@computershare.co.nz.
If you do not have an Investor Centre
account, registered holders will need their
CSN/Investor Number and FIN to complete
the investor validation process.
LEVEL OF PARTICIPATION
You can opt for full or partial
participation in the Plan.
Full participation
If you tick the full participation box in the
Participation Notice, this will cover all Shares
registered in your name from time to time,
including your current shareholding and
any future Shares you acquire or that are
allocated to you under the Plan (unless
you vary your participation by providing
notice to the Share Registrar or you sell
your total shareholding).
Partial participation
If you insert a number in the partial
participation section of the Participation
Notice, this will be treated as partial
participation for the number of Shares
specified. Partial participation in the Plan
means that the Terms and Conditions of the
Plan will apply, both now and in the future,
only to the number of Shares nominated
by you now (unless you vary the number
of Participating Shares by providing notice
to the Share Registrar or you sell your
total shareholding).
Specific participation
Please see clause 2 of the Terms and
Conditions that follow for further details on
specific participation in the Plan if this is
relevant to you.
Variation or termination of participation
If, at a later date, you decide you wish
to vary your participation in the Plan,
simply complete and deliver an updated
Participation Notice to the Share Registrar
at the address on page 11.
If, at a later date, you wish to terminate
your participation in the Plan, you can
do so by visiting the website of the Share
Registrar, providing written notice to the
Share Registrar or completing a Cancellation
Form (available online or from the Share
Registrar upon request).
MERCURY DIVIDEND REINVESTMENT PLAN3

CHOICE 02.
Continue to receive dividends in cash.
If you do nothing, you will continue to
receive the net proceeds of any dividends
on your Shares that do not participate in
the Plan. There will be no reinvestment
of those proceeds.
Accordingly, unless you wish to apply for or
vary your participation in the Plan, you do
not need to complete a Participation Notice.
If, at a later date, you decide you do wish to
participate in the Plan, simply complete the
Participation Notice in accordance with the
instructions under Choice 1.
You will still receive a dividend statement by
mail or email advising the amount credited.
4

KEY FEATURES
OF THE PLAN.
SHARES ACQUIRED WITH THE NET
PROCEEDS OF CASH DIVIDENDS.
The Plan provides Shareholders with an
opportunity to reinvest the net proceeds
of cash dividends payable or credited on
their Shares, by acquiring further Shares.
This is a convenient method of increasing
your investment by acquiring further
Shares free of brokerage charges.
Eligibility
The Plan is open to all Shareholders
except where Mercury elects not to offer
participation under the Plan to Shareholders
whose address is outside New Zealand or
Australia if Mercury considers that to do
so would:
(i) risk breaching the laws of places
outside New Zealand or Australia; or
(ii) be unreasonable having regard to the
associated costs of ensuring that the
laws of those places are complied with.
Full or partial participation
Participation in the Plan is optional. You may
elect to participate in the Plan in respect
of all or some of your Shares. Participation
in the Plan applies to all future dividends
on Participating Shares (unless you vary
your level of participation in the Plan in
accordance with the Terms and Conditions).
Dividend policy
Details of Mercury’s dividend policy
from time to time will be available at
www.mercury.co.nz/investors/dividends.
Shares at or around market price
Under the Plan, additional Shares acquired
will be issued or transferred at the market
price as determined in accordance with the
Terms and Conditions around the time of
issue or transfer, or (at Mercury's discretion)
at a discount to the market price.
Details of your entitlement
If you elect to participate in the Plan and you
have Participating Shares, details of your
total dividend entitlement and the number of
additional Shares issued or transferred to you
under the Plan will be sent to you promptly
after each dividend payment date.
Please contact the Share Registrar or email
enquiry@computershare.co.nz if you need to
change your contact details.
Shares rank equally and can be sold
Shares issued or transferred under the Plan
will rank equally in all respects with existing
Shares and can be sold at any time.
Flexible joining and withdrawal
arrangements
Shareholders can join, vary their participation
in or withdraw from the Plan. Notice of
joining, variation, or withdrawal from the Plan
received by the Share Registrar after 5pm
(New Zealand time) on an Election Date will
be effective as at the following Election Date.
MERCURY DIVIDEND REINVESTMENT PLAN5

1 Introduction
This document (Offer Document) contains
the terms and conditions of the Mercury NZ
Limited (Mercury) Dividend Reinvestment
Plan (the Plan).
The Plan is available to you (you) if, subject
to clauses 3 and 4, you are the holder of
ordinary shares in Mercury (Shares).
Under the Plan, you may elect to reinvest
the net proceeds of cash dividends payable
or credited on all or some of your fully
paid Shares by acquiring further Shares
(Additional Shares).
The record date for determining your
entitlement to Additional Shares under
the Plan is the date fixed by Mercury for
determining entitlements to dividends
payable or credited on Shares (Record Date).
Further information about Mercury, including
its current dividend policy, can be found in
the Investor Centre section of its website at
www.mercury.co.nz.
2 Available Options
You may elect to participate in the Plan by
exercising one of the following options:
(a) Full Participation – If you choose full
participation, the Plan will apply to the
cash dividends payable or credited
from time to time in respect of all
Shares registered in your name.
(b) Partial Participation – If you choose
partial participation, the Plan will only
apply to the cash dividends payable or
credited from time to time in respect
of your nominated number of Shares
registered in your name.
(c) Specific Participation – Shareholders
(particularly those with a mandatory
minimum holding requirement
under law) may contact Mercury
requesting to enter into an alternative
participation option. Acceptance
of such requests will be solely at
Mercury’s discretion.
The Shares, if any, which you have chosen
to participate in the Plan at each Record
Date will be your “Participating Shares”.
If you do not wish to participate in the Plan
and instead wish to receive any dividends
payable or credited in respect of your Shares
from time to time in cash you do not need
to do anything.
3 Overseas Shareholders
3.1 No action has been taken to permit
the offer of the Plan in any jurisdiction
outside New Zealand and Australia.
The distribution of this document in a
jurisdiction outside New Zealand and
Australia may be restricted by law and
persons who come into possession
of it (including nominees, trustees or
custodians) should seek advice on
and observe any such restrictions.
3.2 Mercury may, in its absolute
discretion, elect not to offer
participation in the Plan to
shareholders whose address is outside
New Zealand or Australia if Mercury
considers that to do so would risk
breaching the laws of any other
jurisdiction and it would be unduly
onerous to ensure that the laws of
those jurisdictions are complied with.
As at the date of this Offer Document,
the Plan is only available to those
holders of Shares who have an
address in New Zealand or Australia.
The Board may amend this policy at
any time, in its sole discretion.
3.3 If you reside outside New Zealand,
Australia or any other jurisdiction
in which the Plan is made available
and participate in the Plan through
a nominee in New Zealand, Australia
or any other such jurisdiction you are
deemed to represent and warrant
to Mercury that you can lawfully
participate through your nominee.
Mercury accepts no responsibility
for determining whether any person
is able to participate in the Plan
under laws applicable outside of New
Zealand or Australia.
4 Exclusion where Liens or
Charges over Shares
If you hold any Shares over which
Mercury has a lien or charge,
those Shares will not be eligible to
participate in the Plan.
5 Participation Form
5.1 To participate in the Plan you must
make a “participation election”
(Participation Election) in one of the
following ways:
(a) Online Participation Election – by
visiting the website of Mercury’s
Share Registrar, Computershare
Investor Services:
www.investorcentre.com/nz
Log into www.investorcentre.
com/nz, and select ‘My Profile’.
Then select ‘Reinvestment Plans’
from the left-hand menu. Select
Mercury NZ Limited in the holding
line and ’Apply’ to select your
participation level. If you do not
have an Investor Centre account,
you will need your CSN/Investor
Number and FIN to register. If
you don’t have this information
available you can email
enquiry@computershare.co.nz
or phone +64 9 488 8777.
(b) Participation Notice – by
completing the Participation
Notice available from the Share
Registrar which accompanies this
Offer Document and returning
it to Mercury’s Share Registrar in
one of the following manners:
Mail
Computershare Investor
Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
Scan and email
drp@computershare.co.nz
5.2 You can make your Participation
Election at any time while this Plan
is in effect by following the steps in
clause 5.1. Participation Notices can
be obtained from Mercury’s Share
Registrar at any time.
5.3 If your Participation Notice does not
specify your degree of participation
in the Plan, you will be deemed to
have chosen full participation if your
Participation Notice is otherwise
correctly completed.
TERMS AND
CONDITIONS.
TERMS AND CONDITIONS6

5.4 The last time and date for receipt of a
Participation Election for participation
in any dividend will be 5pm (NZ time)
on the first business day (being a
day the NZX Main Board is open for
trading) after the relevant Record
Date or such later date as may be set
by the Board and advised to NZX and
ASX (Election Date).
6 Participation Applies from
First Election Date
Net proceeds of cash dividends
payable or credited on your
Participating Shares will be reinvested
in Additional Shares from the first
Election Date which occurs after
receipt by Mercury of a properly
completed Participation Election.
7 Formula for Calculation of
Additional Shares
7.1 If you choose to participate in the
Plan, the number of Additional Shares
you will be issued or transferred will
be calculated in accordance with the
following formula:

N =
PS x D
P
Where:
N is the number of Additional Shares
you will receive (with fractional
entitlements to be rounded to
the nearest whole number, with a
fractional entitlement to exactly half a
Share to be rounded up).
PS is the number of your Participating
Shares.
D is the net proceeds of cash
dividends paid or credited per Share
by Mercury (expressed in cents and
fractions of cents, including any
applicable supplementary dividends
in respect of Participating Shares
payable to non-resident shareholders
but excluding any tax credits and
after deduction of any withholding or
other taxes, if any).
P is the average of the daily volume
weighted average sale price in New
Zealand dollars (expressed in cents
and fractions of cents) for a Share
calculated on all price setting trades
of Shares that took place through
the NZX Main Board over a period
of trading days, determined by the
Board, less a discount (if any) as
determined by the Board from time
to time. Any percentage discount
determined by the Board, as well as
the period of time over which the
price will be set, shall be notified to
NZX and ASX. If no sales of Shares
occur during that period, then the
volume weighted average sale
price will be deemed to be the sale
price for a Share on the last trade
of Shares which took place prior to
such pricing period.
7.2 The variable “P” calculated above
(the Strike Price) may be reasonably
adjusted by Mercury to allow for any
bonus issue or dividend or other
distribution expectation. If, in the
opinion of the Board, any exceptional
or unusual circumstances have
artificially affected the price “P”,
Mercury may make such adjustment
to that price as it considers
reasonable. The determination of the
Strike Price for the Additional Shares
by the Board, or by some other person
nominated by the Board, will be
binding on all participants in the Plan.
8 Compliance with Laws, Listing
Rules and Constitution
8.1 The Plan will not operate to the extent
that the issue or transfer of Additional
Shares under the Plan would breach
any applicable law, any applicable
listing rules or any provision of
Mercury’s constitution.
8.2 If, for any reason, Mercury cannot
issue or transfer your Additional
Shares, the relevant dividend on
your Participating Shares will be
paid or distributed to you in the
same manner as to shareholders not
participating in the Plan and at the
same time as the dividends are paid
to those shareholders. You will not be
paid interest on any such payment.
9 Issue or Transfer of Additional Shares
Mercury will issue or transfer your
Additional Shares in accordance
with clauses 7 to 8 on the day that
you would otherwise have been paid
a dividend.
10 Share Price Information
Publicly Available
Mercury will ensure that at the time
the Strike Price is set under clause 7.1
it will have no information that is not
publicly available that would, or would
be likely to, have a material adverse
effect on the realisable price of the
Shares if it was publicly available.
11 Terms of Issue or Transfer and
Ranking of Additional Shares
Your Additional Shares will be issued
or transferred on the terms set out
in this Plan, subject to the rights
of termination, suspension and
modification set out in clause 14.
Your Additional Shares will, from the
date of issue or transfer, rank equally
in all respects with each other and
with all other Shares of Mercury on
issue as at that date. Your Additional
Shares will be subject to the same
rights as the Additional Shares
issued or transferred to all holders
of Shares who agree to receive
Additional Shares.
12 Source of Additional Shares
Your Additional Shares may, at the
Board’s discretion, be:
(a) new Shares issued by Mercury;
(b) existing Shares acquired by
Mercury or a nominee or agent of
Mercury; or
(c) any combination of (a) and (b)
above.
13 Statements
If you choose to participate in the
Plan, Mercury will send a statement
to your address or electronic mail
address (if you have elected to receive
communications electronically) as set
out in Mercury’s share register within
5 trading days of the issue or transfer
of Additional Shares detailing:
(a) the number of your Participating
Shares as at the Record Date;
(b) the amount of your cash dividend
reinvested in Additional Shares
and the amount paid in respect
of any of your Shares that are
not participating in the Plan (if
applicable);
(c) the Strike Price and number of
Additional Shares you were issued
or transferred under the Plan;
(d) the amount of any tax deductions
or withholdings, imputations or
other taxation credits in respect of
the cash dividend; and
(e) such other matters required by
law with respect to dividends and/
or reinvestment.
MERCURY DIVIDEND REINVESTMENT PLAN7

14 Termination, Suspension
and Modification
The Board may, in its sole discretion,
at any time:
(a) terminate, suspend or modify
the Plan. If the Plan is modified,
your Participation Election will
be deemed to be a Participation
Election under the modified Plan
unless you withdraw or modify
your Participation Election in
accordance with clause 15;
(b) resolve that some or all of a
dividend will be paid in cash only
instead of the Plan applying;
(c) resolve that in the event of the
subdivision, consolidation or
reclassification of the Shares
into one or more new classes
of shares, your Participation
Election will be deemed to be an
Participation Election in respect
of the Shares as subdivided,
consolidated or reclassified
unless you withdraw or modify
your Participation Election in
accordance with clause 15;
(d) resolve that your Participation
Election will cease to be of any
effect;
(e) determine that Additional Shares
may be issued or transferred at
a discount to the market price of
Shares and the amount of any
such discount; or
(f) determine that the Plan may be
underwritten on such terms as
agreed between Mercury and
an underwriter.
Any modification, suspension or
termination under clause 14(a) will be
notified to NZX and ASX.
15 Variation or Termination
You may at any time:
(a) increase or decrease the number
of your Participating Shares
by making a new Participation
Election in accordance with
clause 5.1; or
(b) terminate your participation in the
Plan online by visiting the website
of Mercury’s Share Registrar,
Computershare Investor Services,
www.investorcentre.com/nz or by
completing the relevant boxes
on the Participation Notice and
sending it to Mercury’s Share
Registrar at the address set out in
clause 5.1.
Such variation or termination will take
effect on the first Election Date after
receipt by Mercury’s Share Registrar of
the same, as the case may be.
16 Partial Dispositions
If you dispose of any of your
Participating Shares, you will be
deemed to have terminated your
participation in the Plan with respect
to the Participating Shares you
disposed of from the date Mercury’s
Share Registrar registers a transfer of
those Participating Shares.
17 Dispositions of all of your
Participating Shares
If you dispose of all of your
Participating Shares, you will be
deemed to have terminated your
participation in the Plan from the date
Mercury’s Share Registrar registers a
transfer of those Shares.
18 Taxation
For New Zealand tax purposes, if you
reinvest the net proceeds of your
cash dividends to acquire Additional
Shares, you should be treated in
the same way as if you had not
participated in the Plan. This means
that if you participate in the Plan, you
should derive dividend income of the
same amount that you would have
derived had you not participated in
the Plan.
The taxation summary above is based
on New Zealand taxation laws as
at the date of this Offer Document
and is, of necessity, general. It does
not take into account your individual
circumstances and the specific tax
consequences of your participation
or non-participation in the Plan,
which may vary considerably. You
should not rely on this general
summary but should seek your own
tax advice. Mercury does not accept
any responsibility for the financial or
taxation effects of your participation
or non-participation in the Plan.
19 Costs
You will not be charged for
participation or withdrawal from the
Plan. You will not incur any brokerage
costs on the issue or transfer of your
Additional Shares.
20 Stock Exchange Quotation
Mercury will apply for quotation of
Additional Shares on the NZX Main
Board and the official list of the
ASX after they have been issued or
transferred. However, neither NZX nor
ASX accept any responsibility for any
statement in this Offer Document.
21 Listing Rules
The Plan is subject to any applicable
listing rules and to any rules for
clearing and/or settlement which
apply to Mercury as a result of its
listing on the NZX Main Board and
ASX from time to time (together,
the Rules) and in the event of any
inconsistency between the Plan and
the Rules, the Rules will apply.
22 Information for Shareholders
The offer of Shares under the
Plan does not require a regulated
disclosure document under New
Zealand and Australian legislation
as a result of clause 10 of Schedule
1 of the Financial Markets Conduct
Act 2013 (New Zealand) and section
708 of the Corporations Act 2001
(Cth) respectively. Accordingly, this
document does not constitute a
prospectus or product disclosure
statement.
23 No Financial Product Advice
Mercury shareholders should note
that Mercury is not licensed to
provide financial product advice in
relation to the Shares offered under
the Plan. There is no cooling-off
regime that applies in respect of the
acquisition of Shares offered under
the Plan. This Plan does not take
into account shareholders’ personal
objectives, financial situations or
needs. Shareholders should consider
obtaining their own financial product
advice in relation to the offer from a
licensed broker, financial, investment
or other professional adviser.
24 Governing Law
The Plan and its operation will be
governed by the laws of New Zealand.
25 Other Information
You can download an electronic copy
of Mercury’s most recent Annual
Report and Mercury’s most recent
audited financial statements and
auditor’s report from Mercury’s
website at www.mercury.co.nz.
Alternatively, you can request a copy
of these documents free of charge
by writing to Mercury at the address
specified in the Directory to this
document.
TERMS AND CONDITIONS8

ASX means ASX Limited.
ASX Listing Rules means the listing rules
of ASX as applicable to Mercury from time
to time.
Australian Securities Exchange means the
equity security market operated by ASX.
Board means the board of directors
of Mercury.
Business Day means a day on which the
NZX Main Board and Australian Securities
Exchange are open for trading.
Cancellation Form means the Plan
cancellation form available from the
Registrar, which notifies Mercury that
a Participant wishes to terminate their
participation in the Plan.
Constitution means the constitution
of Mercury.
CSN means Common Shareholder Number.
Election Date means the first Business Day
following a Record Date, or such later date as
may be set by the Board and notified to NZX
and ASX.
Ex Date means the first Business Day
before the relevant Record Date, unless NZX
determines otherwise.
FIN means Authorisation Code.
Issue includes (in the case of existing
Shares) transfer where the context
requires.
Mercury means Mercury NZ Limited.
Non-Participating Share means a Share
registered in the name of a Participant, the
dividends on which are not subject to the
Plan, and in respect of a particular Election
Date, the Non-Participating Shares that are
not participating in the Plan on that date.
NZX means NZX Limited.
NZX Listing Rules means the listing rules
of the NZX Main Board from time to time.
NZX Main Board means the main board
equity security market operated by NZX.
Offer Document means this booklet,
which sets out the Terms and Conditions
of the Plan.
Participant means any eligible Shareholder
who has validly completed (and has not
withdrawn) a Participation Notice that has
been accepted by the Board.
Participating Share means a Share
registered in the name of a Participant, the
net proceeds of cash dividends on which
are subject to the Plan, and in respect of a
particular Election Date, the Participating
Shares participating in the Plan on that date.
Participation Notice means the participation
notice for the Plan in the form approved by
Mercury from time to time.
Plan means the Mercury Dividend
Reinvestment Plan established by the Board
on the terms and conditions set out in this
Offer Document, as amended from time
to time.
Record Date means the date and time fixed
by the Board for determining entitlement to
the relevant dividend.
Registrar means Computershare Investor
Services Limited.
Shareholder means a holder of Shares from
time to time.
Shares means fully paid ordinary shares
in Mercury.
Terms and Conditions means the terms
and conditions of this Plan.
GLOSSARY.
GLOSSARY10

DIRECTORY.
ISSUER
Mercury NZ Limited
The Mercury Building
33 Broadway
Newmarket, Auckland 1023
New Zealand
Phone: +64 9 308 8200
Email: investor@mercury.co.nz
Website: www.mercury.co.nz
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
Website: www.computershare.co.nz
LEGAL ADVISOR
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
11

---

DIVIDEND REINVESTMENT PLAN.
Do not complete this notice if you wish to continue receiving in cash all dividends declared in respect of all your Shares in Mercury
NZ Limited ('Mercury').
Full details of the Plan are set out in the Offer Document dated 22 February 2022 ('Offer Document'). Complete this notice to participate in the
Dividend Reinvestment Plan ('Plan') or if you already participate in the Plan and wish to vary your existing participation election. Alternatively,
you may make your participation election, or vary an existing participation election, by visiting www.investorcentre.com/nz.
Capitalised terms not defined in this Participation Notice have the meanings given to those terms in the Glossary of the Offer Document.
This Participation Notice may be returned at any time to the Registrar by one of the methods below:
Name(s).
___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Address.
___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Email.
_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
CSN/Holder number.
_______________________________________________________________________________
Daytime phone. (
_____
)
____________________________________________________________________________________________________
In terms of Mercury’s Dividend Reinvestment Plan, I/we wish to participate in/amend an existing
participation election in the Plan and request:
(Choose one option only)
a. Full participation in the Plan for all the Shares I/we may hold from time to time
or

b. Partial participation in the Plan for the following number of Shares I/we may hold from time to time
Please specify the number of shares to participate
______________________________________________________________________________________________________________________________________________________________________
Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a non-revocation declaration
must accompany this notice, and the relevant authority must either have been exhibited previously to the Registrar or accompany this notice.
Mercury may suspend, vary or terminate your participation, subject to the Terms and Conditions of the Plan.
I/We acknowledge that I/we have received and read a copy of the Offer Document dated 22 February 2022 and agree to be bound by the Terms and
Conditions set out in the Offer Document.
I/We hereby direct that the net proceeds of all cash dividends I am/we are entitled to be paid or credited in respect of my/our Participating Shares be
applied toward the purchase of additional Mercury Shares in accordance with the Plan.
I/We warrant that if at any time I/we reside outside New Zealand or Australia and accept or continue to participate in the Plan, the offer of the Plan and
my/our participation in it do not breach any laws in my/our country of residence.
Signature of Shareholder(s)
___________________________________________________________________________________________________________________________________________________________
Date
___________
/
___________
/
___________

Signature of Shareholder(s)
___________________________________________________________________________________________________________________________________________________________
Date
___________
/
___________
/
___________

PARTICIPATION NOTICE.
BY POST NEW ZEALAND
c/- Computershare Investor
Services Limited,
Private Bag 92119,
Victoria Street West,
Auckland 1142,
New Zealand.
BY POST AUSTRALIA
c/- Computershare Investor
Services Pty Limited,
GPO Box 3329,
Melbourne VIC 3001,
Australia.
SCAN AND EMAIL
drp@computershare.co.nz
Please put Mercury DRP in the
subject line for easy identification.
You may update your participation election by visiting www.investorcentre.com/nz.
PERSONAL DETAILS
PARTICIPATION ELECTION
SIGNATURE/S