Mercury NZ Limited/Announcement
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Mercury results reflect transformative year

Full Year Results15 August 2022MCYUtilities

Results announcement





Results for announcement to the market

Name of issuer Mercury NZ Limited (MCY)

Reporting Period 12 months to 30 June 2022

Previous Reporting Period 12 months to 30 June 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$2,188,000 +7.0%

Total Revenue $2,188,000 +7.0%

Net profit/(loss) from

continuing operations

$469,000 +232.6%

Total net profit/(loss) $469,000 +232.6%

Final Dividend

Amount per Quoted Equity

Security

$0.12000000

Imputed amount per Quoted

Equity Security

$0.04666667

Record Date 15 September 2022

Dividend Payment Date 30 September 2022

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$3.35 $3.00

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to accompanying audited financial statements.

Authority for this announcement

Name of person


authorised

to make this announcement

Howard Thomas, Company Secretary

Contact person for this

announcement

Howard Thomas, Company Secretary

Contact phone number +64 9 308 8200

Contact email address Howard.Thomas@Mercury.co.nz

Date of release through MAP


16/08/2022


Audited financial statements accompany this announcement.

---

Mercury results reflect transformative year
FY22 Financial Results Summary

FY2022 FY2021 Change %

EBITDAF ($M) 581 463 +25

NET PROFIT AFTER TAX ($M) 469* 141 +233

UNDERLYING EARNINGS AFTER TAX ($M) 146 145 +1

STAY-IN-BUSINESS CAPITAL EXPENDITURE ($M) 68 56 +21

ELECTRICITY GENERATION (GWh) 7,499 6,205 +21


FINAL FULLY IMPUTED ORDINARY DIVIDEND (CENTS PER SHARE)

- TO BE PAID ON 30 SEPTEMBER 2022


TOTAL ORDINARY DIVIDEND (CENTS PER SHARE), FULLY IMPUTED



12.0



20.0


10.2



17.0


+17.6



+17.6

* primarily due to the $367 million net gain on sale of Tilt Renewables shareholding and immediately reinvested into the associated acquisition

of Tilt’s New Zealand operations and future development options.

16 August 2022 – A year of transformative change has supported Mercury’s financial performance for the

year to 30 June 2022.

Mercury celebrated becoming New Zealand’s biggest electricity retailer by customer market share and a truly multi-

product utility provider during the year, following the $467 million acquisition of Trustpower’s retail business.

The results also reflect a more diversified generation portfolio, with wind generation now complementing Mercury’s

hydro and geothermal generation, following the acquisition of Tilt’s New Zealand wind operations in August and the

commissioning of the northern section of the Turitea wind farm in December.

“This has been a year like no other. In less than twelve months, we have become New Zealand’s largest wind

generator after having no operating wind generation at the start of the year. We’ve also become New Zealand’s

largest electricity retailer and welcomed 570 new colleagues to the company,” said Mercury Chief Executive, Vince

Hawksworth.

“We are embarking on a major period of growth and are well-positioned to thrive in a rapidly changing world that is

increasingly recognising the urgency with which we must decarbonise.”

Mercury Chair Prue Flacks said that the steps the company had taken to build further diversity and resilience

meant the outlook for Mercury remained bright.

“Decarbonisation will underpin significant growth for Mercury over the coming decade. With a scale retail business

now contributing substantial forward revenue and a strong portfolio of existing and prospective generation assets,

we expect to meaningfully contribute to emissions reduction,” said Ms Flacks.

CHALLENGING CONDITIONS CAREFULLY NAVIGATED DURING THE YEAR

Mostly dry weather until June weighed on performance as Mercury focussed on prudent dispatch and lake

management coming into winter. Elevated electricity spot pricing persisted during FY2022 but wet conditions

across New Zealand from June have seen spot price levels ease as hydro generation displaces expensive thermal.

STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)



NEWS RELEASE



“Forward electricity prices remain high over the medium-term reflecting the transition away from fossil fuels with

high gas and coal prices as well as rising carbon prices,” said Mr Hawksworth.

“High electricity spot prices mean we are focused on completing the southern section of the Turitea wind farm by

mid-2023 and developing new wind and geothermal generation.”

Mercury reported $581 million EBITDAF, $118 million up on the prior year’s $463 million EBITDAF reflecting the

addition of wind generation and performance improvements in the core business.

Operational expenditure was $230 million, up $40 million on the prior year, primarily due to an increase in

operational activity resulting from acquisitions. Total stay-in-business capital expenditure was $68 million, up $12

million on the prior year. After normalising for acquisitions and new activity operational expenditure was broadly flat

for its ninth year in a row.

Mercury’s net profit after tax was $469 million, up $328 million on the previous year, driven by the $367 million net

gain on sale of Tilt Renewables shareholding which was immediately reinvested into the associated acquisition of

Tilt’s New Zealand operations and future development options.

OTHER KEY OPERATIONAL RESULTS

• Customer care remained a key focus, with several initiatives launched during the year including

establishing a new ‘Here to Help’ team specialising in supporting customers in hardship, and a co-designed

pilot aiming to connect consumers with adverse credit to either Mercury or GLOBUG.

• The nearly $500 million commitment to the ongoing refurbishment of Mercury’s Waikato hydro stations

continued, with the first turbine and generator replacement at Karāpiro station now underway.

• A five-year geothermal drilling contract with Iceland Drilling was signed, with the first phase of the extensive

eight well programme underway.

• The ‘Thrive’ mindset of continuous improvement delivered an $47 million EBITDAF uplift compared to the

$30 million target set last year.

DIVIDEND

The Board has declared a fully imputed final dividend of 12.0 cents per share (cps). This brings the full-year

ordinary dividend to 20.0 cps, up 17.6% from 17.0 cps last year. This is the fourteenth consecutive year of ordinary

dividend growth.

Shareholders can further support our growth by participating in Mercury’s Dividend Reinvestment Plan.

LOOKING FORWARD

“Decarbonisation will shape much of our future activity, and we do not under-estimate the challenge ahead of us. It

will require collaboration between our industry, Government and officials to ensure that market and policy settings

continue to evolve in a way that enables renewable energy development at the scale required,” said Ms Flacks.

“We are also mindful of the vital role we play in the wellbeing of New Zealanders and are thinking hard about how

we support consumers as we make our way through the transition.

“While we continue to evolve our approach to meet these challenges, we can also take heart in the outstanding

renewable generation pipeline New Zealand has. Our country’s total electricity supply is expected to be over 90%

renewable in the next 3-5 years. This is a unique position enjoyed by only a handful of countries.

“The Government’s Emissions Reduction Plan sends a clear signal as to the collective effort that is needed towards

the goal of decarbonising the economy, and we’re ready to play our part,” said Ms Flacks.

GUIDANCE

Mercury is on track to exceed its three-year objective to increase the value of our business to $700 million

EBITDAF on a normalised basis and we have increased this target to $800 million EBITDAF.



Noting the strong platforms for growth established over the year and looking forward to the continued growth in

value as these opportunities are realised, Mercury’s FY23 EBITDAF guidance has been set at $580 million ($756

million on a normalised basis).

Guidance may change and remains subject to any material events, significant one-off expenses or other

unforeseen circumstances including changes to hydrological conditions.

FY23 stay-in-business capex guidance is $160 million, and FY23 ordinary dividend guidance is 21.80 cps

representing a 9.0% increase on FY22 and the 15th consecutive year of ordinary dividend increases.

ENDS

Howard Thomas

General Counsel and Company Secretary

Mercury NZ Limited


For investor relations queries, please contact:

William Meek

Chief Financial Officer

0275 173 470

investor@mercury.co.nz

For media queries, please contact:

Shannon Goldstone

Head of Communications

027 210 5337

media@mercury.co.nz


ABOUT MERCURY NZ LIMITED

We generate electricity from 100% renewable sources – hydro, geothermal and wind. We also sell utility services to our

customers through our retail brands – Mercury, Trustpower and GLOBUG.

We’re listed on the New Zealand Stock Exchange and the Australian Stock Exchange with foreign exempt listed status with the

ticker symbol ‘MCY’. The New Zealand Government holds a legislated 51% shareholding in the Company.

Visit us at: www.mercury.co.nz

---

16 August 2022
VINCE HAWKSWORTH

Chief Executive

FINANCIAL RESULTS.

YEAR ENDED 30 JUNE 2022

WILLIAM MEEK

Chief Financial Officer

2
DISCLAIMER

This presentation has been prepared by Mercury NZ Limited and its group of companies (“Company”) for informational purposes. This disclaimer applies to this document

and the verbal or written comments of any person presenting it.

Information in this presentation has been prepared by the Company with due care and attention.However, neither the Company norany of its directors, employees,

shareholders nor any other person gives any warranties or representations (express or implied) as to the accuracy or completeness of this information. To the maximum

extent permitted by law, none of the Company, its directors, employees, shareholders or any other person shall have any liability whatsoever to any person for any loss

(including, without limitation, arising from any fault or negligence) arising from this presentation or any information suppliedin connection with it.

This presentation may contain projections or forward-looking statements regarding a variety of items.Such projections or forward-looking statements are based on current

expectations, estimates and assumptions and are subject to a number of risks, and uncertainties, including material adverse events, significant one-off expenses and other

unforeseeable circumstances, such as, without limitation, hydrological conditions. There is no assurance that results contemplated in any of these projections and forward-

looking statements will be realised, nor is there any assurance that the expectations, estimates and assumptions underpinningthose projections or forward-looking

statements are reasonable.Actual results may differ materially from those projected in this presentation.No person is under any obligation to update this presentation at

any time after its release or to provide you with further information about the Company.

A number of non-GAAP financial measures are used in this presentation, which are outlined in the appendix of the presentation. You should not consider any of these in

isolation from, or as a substitute for, the information provided in the audited consolidated financial statements for the year ended 30 June 2022, which are available at

www.mercury.co.nz/investors.

The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. The presentation

does not constitute an offer to sell, or a solicitation of an offer to buy, any security and may not be relied upon in connection with the purchase or sale of any security.

Nothing in this presentation constitutes legal, financial, tax or other advice.

FY22 –A YEAR OF TRANSFORMATIVE CHANGE SUPPORTS PERFORMANCE
3

1

Based on normalised annual wind generation in NZ

2

Derivative fair values recognisedon acquisition relating to transactions with Norske Skog, Tilt and Trustpower transactions unwind (non-cash) through revenue (see Slide 31)

TILT NZ’S OPERATIONS

INTEGRATED

INFINZ 2022 M&A transaction of

the year. 5 wind farms acquired,

generating 961GWh in FY22. NZ

windfarm prospects progressing.

TURITEA NTH COMPLETE

All 33 turbines at Turitea North

complete, generating 308GWh in

FY22; Southern section completion

mid-23. Mercury NZ’s largest wind

generator.

1

TRUSTPOWER RETAIL

Successful Trustpower retail

transition; Connection growth

steady. Integration progressing.

Synergy targets confirmed.

$581m EBITDAF

Up $118m vs FY21, bolstered by

new wind generation, higher prices

and Thrive.

STORAGE MANAGED

3

rd

consecutive year of drier hydro

conditions in the Waikato,

3,662GWh generated. Storage high

at start of FY23.

THRIVE

Evolving our culture, the way we

work and developing a mindset of

continuous improvement delivers

$47m EBITDAF lift in FY22

FY23 GUIDANCE

Headline EBITDAF guidance of

$580m after net unwind of acquired

derivatives ($176m).

2

Excluding

unwind, EBITDAF guided at $756m.

DIVIDENDS LIFT

12cps final dividend declared, 18%

up versus FY21. DRP offered at 2%

discount. FY23 ordinary dividend

guidance of 21.8cps (up 9%).

CAPITAL MANAGEMENT

INFINZ 2022 Treasury excellence

award for capital management.

Balance sheet funds acquisitions

with headroom for growth.

616
190

463

141

338

282

56

194

232

745

230

581

469

352

284

68

1,352

275

0

200

400

600

800

1,000

1,200

1,400

1,600

Trading MarginOperating

Expenditure

EBITDAFNPATOperating Cash

Flow

Free Cash FlowStay-In-Business

Capital

Expenditure

Growth

Investment

Declared Ordinary

Dividend

$m

FY2021

FY2022

FINANCIAL PERFORMANCE

4

>Trading Margin and EBITDAF up versus FY21 reflecting additional generation from the northern section at Turitea

and ex-Tilt wind farms acquired in August 2021. NPAT favourably impacted by $367m gain on sale of Tilt shares

>Stay in business capital expenditure up largely due to preparatory drilling costs and work at Kawerau following

the outage in June/July 2021; Growth Investment up due to the Trustpower retail and Tilt NZ acquisitions and

further investment in Turitea wind farm and the Rotokawa upgrade

>Operating Expenditure up versus FY21 mainly due to addition of wind and Trustpower related operating costs

463
505

581

185

119

14

75

41

43

61

202

21

95

88

8

27

4

4

-

100

200

300

400

500

600

700

800

Generation

Volume

Generation Price

Wind PPA

Revenue

Purchase Volume

Purchase Price

Sales Volume

Sales Price

Derivative

Settlements

(EUCFD)

Derivative

Settlements

(Trading)

Derivative

Settlements

(Other)

Carbon Trading

Revenue

Unwind of swaps

Other

Other Income

(incl. JV

Associates)

OPEX

EBITDAF ($m)

GROWTH FROM NEW WIND GENERATION, CUSTOMER SALES AND THRIVE

5

FPVV

Purchases

FPVV

Sales

End User

CFDs

Other Trading

Margin

6

EBITDAF BRIDGE (FY21 to FY22)

1

Generation volume includes new generation from Turitea and excludes wind PPAs

2

Generation-Weighted Average Price received for hydro, geothermal and wind generation excluding PPAs

3

Includes both physical and financial sales

4

Includes Fixed Price Variable Volume (FPVV) sales and End User Contracts for Differences (CFDs)

5

Includes Norske, Waipipi and Manawa electricity swaps

6

Includes ancillary services & gas purchases and sales

Decrease Increase

Volume

-

adjusted

EBITDAF

Generation

Revenue

Generation

1

: 333GWh

GWAP

2

: $30/MWh

FY21

FY22

Total Sales: 242GWh

3

Mass Market Yield: 3.2%

C&I Yield: 13.9%

4

5

0
1

2

3

0

0.5

1

1.5

FY2018FY2019FY2020FY2021FY2022

HEALTH & SAFETY INCIDENTS

TRIFR

High Severity Incidents (RHS)

FOCUS ON WELLBEING AND HEALTH & SAFETY

6

1

Total Recordable Injury Frequency Rate per 200,000 hours, includes employees and on-site contractors. The high severity incident in 2020 involved a crushed leg from a headgate

screen weed cleaner at one of our hydro stations.

>An all of company staff wellbeing review provided insights into how we

better support employee wellbeing

>Zero fatality and high severity Health & Safety incidents in FY22. TRIFR

decreased slightly from 0.64 to 0.60. Rotokawa outage, Turitea

construction, NAP Cooling Tower maintenance and Karapiro station

refurb works were delivered safely in trying circumstances (COVID

requirements)

>Zip (Sentis Zero Incident Program) and H&S Essentials Culture training

rolling out across company, initially targeted at manager and higher risk

roles to lift safety culture across company

>3 of Mercury’s geothermal sites using pentane are classified as major

hazard facilities (MHF). WorkSafe require all safety critical elements be

verified as fit for purpose to meet MHF requirements for our safety

cases. Improvements are being worked on. A steam hammer event

occurred at Rotokawa in July 2021. There were no injuries, however

the company has been charged by WorkSafe for breaches of health and

safety legislation

>Daily RAT still required across generation sites

1

7
OUR FY22-24 STRATEGIC FRAMEWORK

THREE-YEAR OBJECTIVESFY22 OUTCOMES
ENHANCE OUR LICENCE TO

OPERATE THROUGH

COLLABORATIVE WORK WITH

OUR STAKEHOLDERS

INCREASE THE VALUE OF OUR

BUSINESS TO $700M EBITDAF

UNLEASH THE FULL POTENTIAL

OF OUR PEOPLE THROUGH

TRANSFORMING CULTURE

KEY PERFORMANCE INDICATORS

8

Zero high severity

health and safety

incidents

Customer care

guidelines implemented

and monitored

External relationships

and sector engagement

reviews completed

-12.6%

Total shareholder

return

12CPS

final dividend

$47M

FY22 Thrive benefit

Culture index

increased from

72% to 75%

17%

People leadership

diverse representation

90%

Of people leaders completed

unconscious bias training

THREE-YEAR OBJECTIVESFY22 OUTCOMES
BE AN ADAPTIVE AND RESILIENT

ORGANISATION, RESPONSIVE TO

FUTURE NEEDS

PLAY A LEADING ROLE IN NEW

ZEALAND’S SUCCESSFUL

TRANSITION TO A LOW CARBON

ECONOMY

CREATE EXECUTABLE OPTIONS

FOR NEW GROWTH

KEY PERFORMANCE INDICATORS

9

51%

Vacancies filled by

internal candidates

Technology

platform review

completed

New high-trust fully

flexible approach to

working rolled out

Supporting cross-sector

work on New Zealand’s

pathway to a low

carbon economy

Wind PPA in place

Constructive engagement on

key transition programmes

including emissions reduction

plan and NZ Battery Project

Trustpower Retail

acquisition

completed

Development pipeline

progressed

Consent granted for

Kaiwaikawe wind farm

Jan-22
Feb-22

Mar-22

Apr-22

May-22

Jun-22

$0

$50

$100

$150

$200

$250

$300

-2000-1500-1000-5000500100015002000

Otahuhu Spot Price ($/MWh)

Delta to National Storage Average (GWh)

From Jan-99

FY2018

FY2019

FY2020

FY2021

FY2022

Jan-22

Feb-22

Mar-22

Apr-22

May-22

Jun-22

$0

$50

$100

$150

$200

$250

$300

$0$5$10$15$20$25

Otahuhu Spot Price ($/MWh)

Spot Gas Price ($/GJ)

From Sep-14

FY2018

FY2019

FY2020

FY2021

FY2022

ELECTRICITY SPOT PRICE REFLECTS GAS AVAILABILITY AND HYDROLOGY

10

HYDRO STORAGE VS. SPOT ELECTRICITY PRICE

SPOT GAS VS. SPOT ELECTRICITY PRICE

Source: Comit Hydro, WITS, BGIX, Enerlytica, Mercury

0
100

200

300

400

500

600

Jul-20

Oct-20

Jan-21

Apr-21

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

NZ$/t

COAL PRICE

1

SPOT PRICES STILL REFLECTING REDUCED FUEL AVAILABILITY & HIGHER COSTS

11

Source: Gas Industry Company, Comit Hydro, Enerlytica, Refinitive, Mercury

1

HBA Indonesian FOB Coal Price

Analysis of dispatch offers of Huntly

Rankine units in $230/MWh-

$350/MWh range

0

1,000

2,000

3,000

4,000

5,000

6,000

Jul-21

Aug-21

Sep-21

Oct-21

Nov-21

Dec-21

Jan-22

Feb-22

Mar-22

Apr-22

May-22

Jun-22

GWh

NATIONAL HYDRO STORAGE

(since 1 Apr 1999)

Min / MaxAvgFY2022

0

10

20

30

40

50

60

70

80

Jul-20

Oct-20

Jan-21

Apr-21

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

$

NZU CARBON PRICE

0

50

100

150

200

Jul-20

Oct-20

Jan-21

Apr-21

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

TJ/day

GAS PRODUCTION

PohokuraMaui

McKee/MangahewaKupe

Turangi Mixing Station

0
100

200

300

400

500

600

GWh

LAKE TAUPO STORAGE

(since 1 Jul 1999)

Min / MaxAvgLake Taupo MCLFY2021FY2022

>50GWh above average

START LOW, FINISH HIGH

12

Month EndJunJulAugSepOctNovDecJanFebMarAprMayJun

Hydro Generation -

Delta to Average

2

(GWh)

-67-74-89-72-9-8-14-401519-60

Waikato Inflows -

Delta to Average

3

(GWh)

-27-69-27-48-8818-14524-52-98-83165

Taupo Storage –

Delta to Average

2

(GWh)

-150-81-5445986175-208166-7-59122

Spot Price -

Otahuhu ($/MWh)

$191$156$97$74$92$65$163$159$204$197$223$174

Futures Price (M-3

4

)

Otahuhu ($/MWh)

$287$328$182$121$118$96$105$147$136$177$199$265

1

1

Maximum Control Level

2

Monthly average since July 1999

3

Monthly average since July 1927

4

Closing price 3 months prior

>50GWh below average

Above $100/MWh

Above $200/MWh

Source: NZXHydro, WITS, ASX

Risk/return trade-off; capitalised on high

spot prices vs risk of persistent low inflows

14

th

percentile inflows from Jan –May 2022

CUSTOMER MIX TILTED TOWARD C&I; TRUSTPOWER LIFTS MASS MARKET SALES
13

>Elevated wholesale prices persist, but retail mass market segment

remains highly competitive despite low margins against spot or futures

prices. National ICP annual churn at 18%

>Residential electricity pricing changes were 3.06%, below inflation of 7.3%

(June 2022)

>Trustpower connections continue steady growth. No differential churn

impact observed post acquisition in May

>Mercury brand electricity customers declined through FY22 by 7,000 to

321,000 as acquisition activity remained subdued. ‘Move with Mercury’

campaign through first 1H22 attracted customers

>C&I sales position reduced in FY22 mainly due to close out of the 80MW

Norske Skog CFD

>Customers often signing longer term contracts (5-10 years) to average

down price impact

>Sales yields lift in all segments over FY22. Mass Market energy yield up

$4.50/MWh (3.2%) and C&I yields (including end user CFDs) up

$13.10/MWh (13.9%, positively influenced by Norske Skog CFD deal)

3278

3182

2892

2654

2870

2425

2525

2793

3427

3341

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

FY18FY19FY20FY21FY22

GWh

C&I (includes physical and financial sales)

Mass Market (includes Trustpower retail)

$0

$50

$100

$150

$200

$250

Jul-17

Jan-18

Jul-18

Jan-19

Jul-19

Jan-20

Jul-20

Jan-21

Jul-21

Jan-22

Jul-22

$/MWh

12 Mth rolling OTA Futures price (1 year prior)

12 Mth rolling OTA spot price

TRUSTPOWER RETAIL ACQUISITION COMPLETE, INTEGRATION UNDERWAY
14

>Trustpower retail acquisition and transition completed successfully in May 2022 making

Mercury NZ’s largest electricity multi-product retailer

>$470m

1

transaction price includes Trustpower’s retail business, 570 staff, 10-year electricity

supply hedge agreement (CFD), ISP network and restructured (TECT) rebate arrangements

>Added 253k electricity connections, 48k gas customers (includes LPG), 117k telco customers

(mostly broadband) and 13k mobile customers

>Connection growth steady since acquisition in May. Customer experience maintained

>Retail lead team reorganised to align team acrossbrands, deliver improved commercialand

customeroutcomes and to deliverinitiatives that supportour vision, integration and

synergies

>Technology platform review undertaken. Integration team established focusing on integration

of processes and systems, change management focused on mitigating impacts on customers

and staff

>Full-year normalised EBITDAF contribution from Trustpower retail business of $50m forecast,

and retail integration costs of $50m with sustainable forecast synergies of ~$35m

2

pa

following integration completion. Expect integration completion within 3 years

>Acquisition and derivative accounting complex with day-1 derivative values unwinding (non-

cash) through trading margin over the medium-term (see slide 31)

1

See note 1 of accounts for purchase price allocation. Price included $50m of receivables.

2

Full forecast synergies realised after expected 3 year transition period. $35m synergy represents estimated cash synergies (opex and capex).

>Acquisition of Tilt Renewables’ New Zealand operations, valued at
$797m, completed in August and is fully integrated into Mercury

generation portfolio. Mercury now New Zealand’s largest wind

generator

>Transaction washups reduced net debt transferred by $6m. Tilt

transaction costs of $9m

>A less windy year saw 960GWh of wind generation produced in FY22

(annualisedand normalised would be 1,100GWh pa) and a

development pipeline which is being progressed

>Generation hedged through long-term PPA/CFDs so no change to

portfolio risk

>Turbine fire on one V90 turbine at Tararua. Replacement unit in

country and will be installed shortly

>Kaiwaikawe CFD signed with Genesis

>Ex-Tilt operations contributed $47m

2

to FY22 EBITDAF, normalised for

the impact of the CFD

TILT RENEWABLES ASSETS BOOST WIND PORTFOLIO

15

1

See note 1 of accounts for purchase price allocation

2 EBITDAF $62m normalised for favourable impact of CFD of $15m (see slide 31)

3

Kaiwaikawe (wind)

Potential capacity: 75MW

Waipipi (wind)

Commissioned: 2021

Capacity: 133MW

Tararua I & II (wind)

Commissioned: 1998, 2004

Capacity: 68MW

Tararua III (wind)

Commissioned: 2007

Capacity: 93MW

Tararua I & II repowering (wind)

Potential capacity: 140MW

Mahinerangi II

Potential capacity: 160MW

Mahinerangi (wind)

Commissioned: 2011

Capacity: 36MW

Kaiwera Downs

Potential capacity:

40MW (stage I)

200MW (stage II)

Operating assets

Development projects

TURITEA : NORTHERN SECTION COMPLETE, SOUTH SECTION PROGRESSING
16

Construction

>Northern section complete and operating well (~470GWh pa)

>O&M performed by Vestas under long term agreement

>Southern Section (~370GWh pa) significantly delayed;

expecting completion of southern turbines by mid-2023

>Roading infrastructure largely complete, Southern sub-station

under construction, turbine foundations being poured

>Actively engaged in settlement discussions regarding contract

disputes and differences which include contractor and principal

claims, liquidated damages, and programme

>Turitea total spend of $411m

1

as at end of FY22 with $69m

spent in FY22

>Total forecast project cost unchanged from HY22 at $480m

1

Turbines at Turitea

Cable Layer at Turitea

1

Excludes capitalised interest forecast at $27m on top of total project cost.

Development OptionsPotential CapacityCommentary
Puketoi~230MWConsented lapse period extended to 2031

Constructability work and consent enhancements progressing

Kaiwaikawe~70MWResource consent secured, CFD executed with Genesis. Constructability

work underway

Mahinerangi II~160MWConsented

Kaiwera Downs Stage 1~40MWConstructability work underway

Kaiwera Downs Stage 2~200MWConsented

Ngatamariki~35MWConsent submitted to council.

Mercury also holds a portfolio of early stage options in addition to the above

MERCURY ADVANCING GENERATION DEVELOPMENT OPPORTUNITIES

17

Kaiwaikawe (wind)

Potential capacity: 75MW

Mahinerangi II (wind)

Potential capacity: 160MW

Kaiwera Downs (wind)

Potential capacity:

40MW (stage I)

200MW (stage II)

Ngatamariki OEC5 (geothermal)

Potential capacity: 35MW

Puketoi (wind)

Potential capacity: 230MW

>Advancing generation development options in response to market price signals

and the need to support NZ’s decarbonisation

>It is critical that the reform of the RMA to the NBEA recognises that ALL renewable

electricity is the platform for other industries to decarbonise

>Development economics and timing materially impacted by global cost escalations

including civil construction, turbine supply, and shipping

>Global constraints unlikely to abate in medium term given OEM capacity constraints and

rising demand for renewables globally

>Actively engaging with solar developers around offtake contracts

MARKET & REGULATORY
18

>During FY22, numerous regulatory processes with the potential for significant

impact to us were progressed including:

1

From south section of Turitea wind farm, Harapaki wind farm and Tauhara geothermal power plant

>RMA reform

>NZ Battery Project

>Wholesale market review

>Low Fixed Charge Tariff and

>Prompt Payment discount removal

>Industry responding to elevated spot and futures prices with ~2.3TWh of new

renewable generation (5% of existing generation) under construction

1

>Grid emergency event:

>Issues with Transpower’s processes were identified as the primary cause for

the 9 August 2021 outage (34k customers disconnected)

>NZ’s flexible hydro generation means meeting peak demand is not normally

an issue

>As thermal generation costs increase, inflexible thermal generation may be

dispatched less, creating a remote risk of tight supply reserves under very

high demand/low wind conditions

MARKET & REGULATORY
19

>New Zealand Battery Project:

>Recent cabinet paper shows the Onslow project faces challenges (impacts

on environmental, social and cultural values; and on the Clutha system)

>Ownership model and dispatch method require more work to identify

impacts on generation investment and spot price outcomes

>NZAS:

>The smelter see “there is a positive pathway to securing a long-term

presence for the smelter”

>Contract price expected to rise with smelter being globally cost competitive

>During the year we worked with the Commerce Commission after incorrectly

applying early termination fees for 2,055 customers between 2016 and 2020.

We have focused on making this right with impacted customers. In July 2022,

the Commission charged Mercury for breaching the Fair Trading Act

>The revised Transmission Pricing Methodology will increase Mercury’s

transmission charges for use of the National Grid from $5m pa to $17m pa

from April 2023

1

From Turitea wind farm, Harapaki wind farm and Tauhara geothermal power plant

A CULTURE OF CONTINUOUS IMPROVEMENT
20

>Mercury’sfocus on continuous improvement to work smarter, faster and

better, and set us up to thrive in the future exceeded expectations

>$47m benefit achieved in FY22 against target of $30m;

>Examples of the initiatives delivered during FY22 are:

>‘Digital River’ –better use of data and technology to inform dispatch decisions

across our hydro stations

>Maraetai tail water lowering –an example of the critical interrogation of

operating restrictions across our assets

>Whakapuāwai –our culture change programme, designed to help Mercury

evolve and thrive, continues into FY23

>Strategic framework and quarterly planning –our strategy and planning

frameworks continue to evolve to maintain cadence and alignment

>Derivatives trading –leveraging our strengths with increased scope to trade

electricity and carbon delivered significant results

>Procurement improvement -examples include IT support agreements, manual

meter reading, connection arrangements

>Class 3 outage review –an example of optimising our asset maintenance

activities for time, cost and quality

KAWERAU OUTAGE AND ETS/CARBON TRANSACTIONS
21

Kawerau outage

>A progress payment of ~$26m was received from insurers in March 2022 in compensation for property damage and

lost generation revenue resulting from the unplanned outage at Kawerau from 7 June to 20 July 2021

>Replacement generator and steam path have been ordered from Sumitomo and scheduled for installation in

May/June 2023

>Final insurance receipts expected to be received in FY24, once all repair costs lost generation revenue in relation to

the unplanned outage can be determined

Carbon trading

>Transferred 0.7m emissions credits from intangibles to inventory held for trading at the start of FY22

>Acquired a further 1.3m units at Government auctions and sold 1.1m units during FY22

>Realised gain of $27m during the year and hold 0.9m units valued at $65m at end of FY22

Carbon obligations

>Mercury continues to acquire emissions units (through long standing agreements with various forestry groups) to

cover our obligations under the emissions trading scheme for geothermal generation and retail gas sales

>Emissions credits inventory of 1.7m

1

units held at end of FY22

Mercury ‘Digital River’

1

Includes credits held directly by Mercury and a proportionate share of the credits held by the NAP JV

ASX FUTURES PRUDENTIAL COST RISE BUT EXPOSURE CLOSELY MANAGED
22

>Mercury lodges cash to cover ASX prudential exposure

>Total cash lodged with ASX broker increased by $33m over FY22 to $97m as at30 June 2022, peaking at ~$119m in

March 2022

>Exchange For Physical (EFP) transactions used to help manage ASX prudential exposure. Under an EFP deal, Mercury

sells futures contracts in exchange for CFDs

>Mercury has prudential exposure with the NZX for electricity purchases, net of generation revenue. NZX prudential

exposure is normally covered via a letter of credit

Mercury ‘Digital River’

63
7

7(9)

649

44

42

18

31(27)

(176)

581

756

580

400

450

500

550

600

650

700

750

800

850

Hydro to

4,056GWh

Wind normalised

Unwind of

acquired swaps

Non-recurring

trading gains

Hydro to

4,350GWh

Trustpower retail

Wind

Portfolio growth

Other Costs

Unwind of

acquired swaps

$m

IncreaseDecrease

>Headline FY23 EBITDAF guidance of $580m on 4,350GWh of hydro generation (normalised EBITDAF of $756m

1

),

subject to hydrological volatility, wholesale market conditions and any material adverse events, significant one-off

expenses or other unforeseeable circumstances

>

FY23 ordinary dividend guidance 21.8cps (up 9% on FY22)

>

FY23 stay-in-business capital expenditure guidance of $160m increased mainly due to geothermal drilling, hydro

rehabilitation projects and Kawerau asset replacement

FY23 GUIDANCE

23

FY22

Actuals

FY22

Normalised

FY23

Guidance

1

Adjusted for the non-cash unwind of acquired swaps relating to Norske Skog, Tilt and Trustpower transactions

2

Non-cash unwind of acquired swaps relating to Norske Skog, Tilt and Trustpower transactions

3

Other Costs increasing in FY23 due to inflationary pressures and integration costs for the Trustpower retail business (partially offset by synergies and Thrive savings)

23

FY23

Normalised

1

24
Q&A

25
APPENDIX

Northern section of Turiteaduring construction

MERCURY AT A GLANCE
26

>Vertically integrated 100% renewable

and national energy retailer

>New Zealand’s second largest gentailer

by value, NZ’s largest wind generator and

largest electricity retailer by customer

market share

>Generation market share of 18%

>51% owned by the New Zealand

Government

KEY INFORMATION

Ticker Codes: MCY.NZ / MCY.AX

Market Capitalisation: ~NZ$9.0 billion

1

Credit Rating: BBB+/Stable (S&P Global)

FY23 EBITDAF Guidance: NZ$756 million

2

NORTH ISLAND

CONNECTIONS

Electricity: ~471K

Gas: ~91K

Telco: ~89K

Mobile: ~9K

WIND

1,269GWh

HYDRO

3,662GWh

GEOTHERMAL

2,568GWh

FY22

GENERATION

7,499GWh

WAIPIPI

MAHINERANGI

TARARUA I –III

TURITEA North

(Turitea South Under

Construction)

HYDRO STATIONS

GEOTHERMAL STATIONS

WIND FARMS

+ Not all 100% owned by Mercury

SOUTHISLAND

CONNECTIONS

Electricity: ~103K

GAS: ~4K

Telco: ~28K

Mobile: ~4K

1

As at 12 August 2022

2

Normalised for derivative unwind across Manawa, Norske and Tilt transactions

MERCURY’S COMPETITIVE ADVANTAGE
27

100% renewable generation

>Three low-cost complementary fuel sources

in baseload geothermal and peaking hydro

with wind added

Superior asset location

>North Island generation located near major

load centres; rain-fed hydro catchment inflows

aligned with winter peak demand

Substantial peaking capacity

>The Waikato hydro system is the largest group

of peaking stations in the NorthIsland able to

firm intermittent renewables

High performance teams

>Dynamic company culture built on the

understanding that our people, working together

and in alignment, set us apart

Track record of customer engagement

>Brand capital built through customer-led

innovation and rewarding loyalty

Long-term commercial partnerships

>With Māori landowners and other

key stakeholders

0
200

400

600

800

1,000

1,200

1,400

20122013201420152016201720182019202020212022

2023F

$m

Financial Year (ending 30 June)

CAPEX

Stay-In-BusinessGrowth

MERCURY’S LONG TERM TRACK RECORD

28

1

FY23F figures not available as Mercury does not give guidance for Opex, Generation and Sales and Interest

756

0

200

400

600

800

20122013201420152016201720182019202020212022

2023F

$m

Financial Year (ending 30 June)

EBITDAF

FY23F is normalisedfor derivative unwind

across Manawa, Norske and Tilt transactions

0

200

400

600

800

20122013201420152016201720182019202020212022

$m

Financial Year (ending 30 June)

OPEX

1

Operating expenditureOne-off costs

0

200

400

600

800

20122013201420152016201720182019202020212022

2023F

$m

Financial Year (ending 30 June)

DISTRIBUTIONS

Share buybackSpecial dividend

Final dividendInterim dividend

-10,000

-5,000

0

5,000

10,000

20122013201420152016201720182019202020212022

GWh

Financial Year (ending 30 June)

GENERATION VS SALES

1

ThermalHydro

GeoSales

Net position

0

50

100

150

200

0

500

1,000

1,500

2,000

20122013201420152016201720182019202020212022

$m$m

Financial Year (ending 30 June)

INTEREST COSTS

1

Net debtInterest expense (RHS)

LONG TERM INDUSTRY TRENDS
29

0

1

2

3

20082009201020112012201320142015201620172018201920202021

EBITDAF ($b)

Financial Year (ending 30 June)

SECTOR EARNINGS

1

CAGR: 2.4%

2

Source: Company reports, TPIX, MBIE, Pricing Manager (NZX), Electricity Authority

1

FY22 data not available

2

Includes trader churn and premise churn –switches caused by customers moving house

3

Switches where a customer changes retailer without changing residence

3

Emissions and renewability

subject to annual hydrology

9.0

9.2

9.4

9.6

9.8

10.0

10.2

10.4

0

10

20

30

40

50

200820092010201120122013201420152016201720182019202020212022

GW

TWh

Financial Year (ending 30 June)

DEMAND AND GENERATION CAPACITY

Demand

Max. Generation Capacity (RHS)

0

2,000

4,000

6,000

8,000

10,000

20082009201020112012201320142015201620172018201920202021

kT CO2e

Financial Year (ending 30 June)

CARBON EMISSIONS

1

0%

5%

10%

15%

20%

25%

200820092010201120122013201420152016201720182019202020212022

Annualised Churn (%)

Financial Year (ending 30 June)

ICP CHURN

Total Churn

Trader Churn

50%

60%

70%

80%

90%

100%

20082009201020112012201320142015201620172018201920202021

Financial Year (ending 30 June)

RENEWABLES PROPORTION

1

0

5

10

15

20

25

200820092010201120122013201420152016201720182019202020212022

Nominal c/kWh

Financial Year (ending 30 June)

RESIDENTIAL PRICE

Lines

Energy

Wholesale (12mth rolling)

0
2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

UrbanRuralDairyTiwaiIndustrial

(excluding

Tiwai)

Irrigation

GWh

DEMAND

FY2018FY2019FY2020

FY2021FY2022

DEMAND LIFTS FOLLOWING LOCKDOWN AFFECTED PERIOD

30

Source: Transpower SCADA data, Mercury

1

Normalised for temperature

2

Not normalised

SectorGWh

Sector%Total %

Urban

1

+1841.1%0.5%

Rural

1

-9(0.1)%(0.0)%

Dairy processing+210.3%0.0%

Irrigation-252(17.7)%(0.6)%

Industrial-304(3.3)%(0.8)%

Other-14(1.9)%(0.0)%

Total-374(0.9)%

FY21 NORMALISED DEMAND GROWTH BY SECTOR

22

>National demand down 0.9%

1

versus FY21, driven by reductions in industrial and irrigation sectors

>Industrial demand has been impacted by the closure of Norske Skog’s Tasman newsprint mill and conversion of the Marden Point Refinery

to an import terminal

>Irrigation demand decreased relative to FY21, attributable to South Island being particularly dry in FY21

ACCOUNTING IMPACTS –ACQUIRED ELECTRICITY SWAPS
31

>Three transactions involved acquisition of electricity swaps

(CFDs) with material value:

>Norske Skog: as part of the close out of the 80MW foundation hedge for the

Kawerau power station, Mercury acquired several CFDs with a day 1 value of

$33m liability

>Tilt: as part of the acquisition of the Tilt NZ assets, Mercury acquired a CFD

(Waipipi windfarm) with a day 1 value of $43m liability

>Trustpower retail: as part of the acquisition of the Trustpower retail business,

Mercury acquired a CFD with Manawa with a day 1 value of $488m

>Acquisition accounting principles under IFRS 9:

>Value ascribed to each acquired derivative asset/liability at day-1

>Value unwinds through trading margin across life of asset/liability e.g. for a

derivative asset this is a reduction in revenue (see table) and non-cash

>Hedge accounting

>These CFDs cannot be hedge accounted due to variable volumes or ASX linked

resetting prices.

>Changes in fair value recognisedthrough P&L, below EBITDAF.

$mDay 1FY22FY23FY24FY25FY26

Norske Skog

Liability (B/S)

Unwind (EBITDAF)

(33)

2481

Tilt

Liability (B/S)

Unwind (EBITDAF)

(43)

1516112

Trustpower

Asset (B/S)

Unwind (EBITDAF)

488

(46)(200)(145)(87)(8)

Total unwind to

EBITDAF

(non-cash)(7)(176)(134)(85)(8)

CAPITAL EXPENDITURE
32

>Annual stay-in-business capital expenditure subject to

timing of refurbishments, technology investment and

geothermal make-up well drilling

>Long term normalised stay-in-business capital expenditure

reset from $80m to $110m

>Geothermal drilling campaign at Kawerau, Rotokawa &

Ngatamariki commences in 2H23. Combined with hydro

rehabilitation projects, FY23 and FY24 stay-in-business capital

expenditure up to $160m.

>Growth capex includes:

>Acquisition of the NZ operations of Tilt Renewables, valued at

$797m. Cash paid of $634m (enterprise value less net debt

transferred) was funded through sale of 19.9% Tilt

shareholding ($608m) and net debt.

>Acquisition of Trustpower Retail business for $470m

>A further $76m

1

on the development of Turitea wind farm

(FY21 was $156m)

1

Includes capitalised interest of $6m

2

FY18 figure includes Tilt Renewables 19.99% shareholding acquisition, FY19 figure includes Tilt Renewables capital contribution, FY22 growth Capex forecast based

on acquisition of Tilt NZ assets, Trustpower Retail and Turitea spend only. Mercury does not provide guidance for other growth Capex.

-

200

400

600

800

1,000

1,200

1,400

1,600

2017201820192020202120222023F

$m

CAPITAL EXPENDITURE

Growth - Acquisition

Growth - excl Acquisition

Stay-in-Business

0
100

200

300

400

500

202320242025202620272028202920302031205020512052

$m

Financial Year

Commercial PaperUndrawn Bank FacilitiesUndrawn Rolling Bank FacilitiesDrawn Bank FacilitiesDomestic Wholeale Bonds

Domestic Wholeale Green BondsRetail Green BondsUS Private PlacementAUD Green BondsCapital Bonds

1

Requires 18 months notice of termination from lender

DIVERSIFIED FUNDING PROFILE

33

>Diversified funding sources: commercial paper, bank facilities, domestic wholesale bonds, retail bonds, AUD wholesale

bonds, USPP and capital bonds

>NZD 250m capital bonds issued in May 2022 to partially refinance drawn debt relating to the acquisition of

Trustpower’ retail business

1

DEBT MATURIES AS AT 12 AUGUST 2022

34
CAPITAL STRUCTURE FLEXIBILITY ENABLES GROWTH

>Debt / EBITDAF expected to have peaked in FY22, reducing to a forecast of ~2.2x

1

in FY23 driven by an increase in

forecast EBITDA

2

with full year contributions from Turitea North, Tilt Renewables assets and Trustpower Retail

>S&P Global re-affirmed Mercury’s credit rating of BBB+/stable in November 2021 acknowledging the capacity

within Mercury’s capital structure to fund announced investments

>Mercury targets Debt/EBITDAF between 2-3x after adjusting for S&P Global treatment, consistent with our BBB+ rating

>Mercury commenced a Dividend Reinvestment Plan (DRP) in FY22, which was underwritten for the FY22 interim

ordinary dividend payment (total proceeds of ~$109m)

1

Adjusted for S&P Global treatment of Capital Bonds and unwind of Manawa CFD

2

Normalised for derivative unwind across Manawa, Norske and Tilt transactions

3

Restated to reflect changes in IFRS

30 June 202230 June 202130 June 202030 June 201930 June 201830 June 2017

Net Debt ($m)

1,9611,3291,1491,0961,264

3

1,038

Debt/EBITDAF(x)

1

2.72.52.01.91.91.8

Issuer Credit RatingBBB+/stableBBB+/stableBBB+/stableBBB+/stableBBB+/stableBBB+/stable

Ordinary Dividend20.0cps17.0cps15.8cps15.5cps15.1cps14.6cps

FINANCIAL DERIVATIVES
35

12 monthsended

30 June 2022

12 monthsended

30 June 2021

Energy Margin contribution ($m)

Sell CFDs(127)(286)

Buy CFDs75106

Other Financial Derivatives

1

(71)44

Total Energy Margin contribution(124)(136)

1

FY22 includes $65m loss on close out of Norske Skog 80MW CFD and $7m loss from (non-cash) unwind of day 1 value of acquired swaps:

Norske Skog novated CFDs: $24m gain

Tilt: $15m gain

Trustpower: $46m loss

36
NON-GAAP MEASURES

>Trading Margin is Energy Margin plus Telco Margin

>Energy Margin is sales from electricity generation and sales to customers and derivatives, less energy costs, line

charges, other direct costs of sales, and third-party metering

>Telco Margin is mobile and broadband sales to customers less direct costs of those sales including last mile

charges.

>Operating Expenditure represents employee compensation and benefits, maintenance expenses and other

expenses

>EBITDAF (or Operating Earnings) is earnings before net interest expense, tax expense, depreciation, amortisation,

change in the fair value of financial instruments, gain on sale and impairments

>Underlying Earnings After Tax is profit for the year after removing one-off and/or infrequently occurring events

(exceeding $10 million of profit before tax, which represents material items), impairments, any change in the fair

value of derivative financial instruments and gain on sale, all net of tax expense

>Free Cash Flow is net cash from operating activities less stay-in-business capital expenditure

>Stay-In-Business Capital Expenditure is the capital expenditure incurred by the company to maintain its assets in

good working order

>Growth Investment is expenditure incurred by the company to create new assets and revenue

FOR FURTHER INFORMATION > WILLIAM MEEK| CHIEF FINANCIAL OFFICER +64 21 666 265 INVESTOR@MERCURY.CO.NZ

---

A YEAR LIKE
NO OTHER.

2022 ANNUAL REPORT.

MERCURY NZ LIMITED

MERCURY ANNUAL REPORT 2022
MENU

2

5. THE TEAM BEHIND ENERGY FREEDOM.

TE TĪMA MANAWHIRI PŪNGAO.

ABOUT THIS REPORT

1. ENERGY FREEDOM TODAY.

MANAWHIRI PŪNGAO Ā-MOHOA NEI.

4. ENERGY FREEDOM IN NUMBERS.

NGĀ NAMA O TE MANAWHIRI PŪNGAO.

2. OUR WORLD OF ENERGY FREEDOM.

HE TAIAO MANAWHIRI PŪNGAO.

MENU.

3. LIVING ENERGY FREEDOM.

TE ĀHUANOHO I TE MANAWHIRI PŪNGAO.

OUR PILLAR STORIES

ABOUT THIS

REPORT.

Mercury is committed to providing the full picture: transparent

disclosures in easily understood, comparable and engaging ways

so that we meet the expectations of our many stakeholders.

This report follows the Integrated Reporting <IR> framework.

We describe Our Business Model, including inputs, outputs and

the outcomes of our strategic approach across the five pillars that

make up how we generate long-term value. We include a specific

Global Reporting Initiative (GRI) Index and our comprehensive

TCFD Report, which is prepared in accordance with the

recommendations of the Task Force on Climate-related Financial

Disclosures (TCFD).

We have grouped our reporting into five sections to help you find

areas of particular interest, but they are all part of who we are, what

we do and why. Across all this, our aim is to report openly and

honestly on our performance in a way that shows the integrated

approach we take.

If you have any comments about this report, including things we

could do better, please email annualreport@mercury.co.nz

STATEMENT FROM THE DIRECTORS

The directors are pleased to present Mercury NZ Limited’s

integrated Annual Report and Financial Statements for the year

ended 30 June 2022. The Auditor-General is required to be

Mercury’s auditor, and has appointed Lloyd Bunyan of Ernst &

Young to undertake the audit on his behalf.

This Annual Report is dated 16 August 2022 and is signed on

behalf of the Board by:

PRUE FLACKS // CHAIRJAMES MILLER // DIRECTOR

CUSTOMER

19

PARTNERSHIPS

22

KAITIAKITANGA

25

PEOPLE

28

COMMERCIAL

31

04 WHO WE ARE

05 OUR BUSINESS MODEL

08 CHAIR & CHIEF

EXECUTIVE UPDATE

13 ENGAGING WITH IWI AND STAKEHOLDERS

14 THE RISKS WE FACE

15 PULLING IT ALL TOGETHER

17 CREATING VALUE IN THE FUTURE

82 YOUR EXECUTIVE TEAM

83 GOVERNANCE AT MERCURY

100 REMUNERATION REPORT

106 DIRECTORS' DISCLOSURES

108 SECURITY HOLDER

INFORMATION

113 COMPANY DISCLOSURES

114 OTHER DISCLOSURES

116 GLOBAL REPORTING INITIATIVE

(GRI) INDEX

119 INFORMATION FOR

SHAREHOLDERS

120 DIRECTORY

121 GLOSSARY

122 RĀRANGI INGOA LIST OF NAMES

35 FINANCIAL COMMENTARY

37 FINANCIAL TRACK RECORD

38 INDEPENDENT AUDITOR’S REPORT

41 FINANCIAL STATEMENTS

66 TCFD REPORT

MENU
3

MERCURY ANNUAL REPORT 2022

ENERGY FREEDOM T

ODAY

MENU

ENERGY FREEDOM TODAY.

MANAWHIRI PŪNGAO Ā-MOHOA NEI.

We are focussed on being here for the long term. In this section we introduce you

to Mercury. We provide an overview of how we operate, highlight the factors that

affect our ability to create value over time (Our Business Model) and outline our

past and current performance and outcomes. Our Chair, Prue Flacks, and Chief

Executive, Vince Hawksworth, then jointly summarise our 2022 financial year.

KARĀPIRO
ARAPUNI

WAIPĀPA

MARAETAI I

AND II

WHAKAMARU

ŌHAKURI

ĀTIAMURI

ARATIATIA

NGĀ TAMARIKI

NGĀ AWA

PŪRUA

+

LAKE TAUPŌ

ROTOKAWA

MŌKAI

+

KAWERAU

MAHINERANGI

TURITEA++

TARARUA

WAIPIPI

+ not 100% owned by Mercury

++ under construction

HYDRO STATIONS

GEOTHERMAL STATIONS

WIN D FAR MS

MERCURY ANNUAL REPORT 2022

ENERGY FREEDOM T

ODAY

4

MENU

OUR MISSION:

ENERGY FREEDOM.

We are an electricity generator and multi-product

utility retailer of electricity, gas, broadband and mobile

services focussed on delivering wonderful solutions for

New Zealanders at home, at work and on the move.

Our mission, which guides us in what we do

and why, is Energy Freedom for all. This is

about Aotearoa New Zealand being stronger

economically and more sustainable through

better use of homegrown, renewable energy.

Thinking in an integrated way about how

we create long-term value is part of who

we are. Since 2015, we’ve been building

understanding across Mercury of how we

collectively contribute to the delivery of our

strategy by following Our Business Model and

focussing on things that matter most (to us,

and to our partners and stakeholders).

We generate electricity from 100%

renewable sources: hydro, geothermal and

wind. Our electricity generation sites are

located along the Waikato River (hydro), the

nearby steamfields of the northern part of

the Central Plateau (geothermal) and in

the Manawatū, South Taranaki and Otago

regions (wind).

We are currently building our Turitea wind

farm in the Tararua Ranges of

the Manawatū region, which will be

New Zealand’s largest wind farm once

complete. We have a pipeline of future wind

development sites across the country.

We are committed to building and

maintaining strong, authentic relationships

with iwi/Māori in the lands around our

generating assets, and listening to

understand where our aspirations align.

WHO WE ARE.

Our retail operations serve residential and

small to medium sized business customers

through our Mercury and Trustpower brands.

We sell electricity, gas and broadband

through Mercury and electricity, gas, LPG,

broadband and mobile services through

Trustpower. Our sub-brand GLOBUG is our

pre-pay electricity product. Our Commercial

sales team service industrial and wholesale

market customers offering electricity and

natural gas products.

We have offices in Auckland, Tauranga,

Hamilton, Rotorua, Taupō, Palmerston North,

Wellington and Oamaru, as well as at our

power stations.


+ not 100% owned by Mercury

++ under construction

MERCURY ANNUAL REPORT 2022
ENERGY FREEDOM T

ODAY

MENU

5

OUR BUSINESS MODEL.

3,662

2,5681,269

4,772

GWh HYDRO

GENERATION

GWh GEO

GENERATION

GWh WIND

GENERATION

GWh PHYSICAL

SALES

13

%

CONSUMPTION

MARKET SHARE

18

%

GENERATION

MARKET SHARE

574k electricity

95k gas

117k telecommunications

13k mobile

675 women

659 men

1 non-binary

456 in Auckland

487 in Tauranga

91 in Hamilton

126 Rest of NZ

54 in Rotorua


32 in Taupō

89 Oamaru

9 hydro

5 geothermal

6 wind

2 geothermal joint ventures

5 formal iwi partnerships

15 community and


commercial partnerships

74

K

SHAREHOLDERS

799

K

CUSTOMER

CONNECTIONS

20

POWER

S TATIONS

1,335

PERMANENT

EMPLOYEES

3

K

BONDHOLDERS

7

15

FORMAL IWI

RELATIONSHIPS

PARTNERSHIPS

OUR BUSINESS MODEL.

OUR BUSINESS

MODEL EXPLAINED.

Our Business Model shows our key inputs

interacting with our business activities to create

outputs of sustainable, commercial value. The

outcomes of our activity are measured and take

us towards mid-term and long-term goals that

reflect our enduring mission.

OUR BUSINESS MODEL

IS CONTINUED OVER

THE NEXT PAGES

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T





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C

O

M

M

I

T


&


O

W

N


I

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••

C

U

R

I

O

U

S


&


O

R

I

G

I

N

A

L

INPUTSOUR BUSINESS ACTIVITIESOUTPUTS

KAITIAKITANGA

LONG-TERM SUSTAINABILITY OF

NATURAL RESOURCES AND ASSETS.

PEOPLE

ENABLING OUR PEOPLE TO

PERFORM TOGETHER IN A

CHANGING ENVIRONMENT

AND KEEP EACH OTHER SAFE.

COMMERCIAL

ACHIEVING OUR COMMERCIAL GOALS

THROUGH SUSTAINABLE GROWTH.

CUSTOMER

INSPIRING, REWARDING AND MAKING

IT EASIER FOR OUR CUSTOMERS.

PARTNERSHIPS

PROVIDING GREATER OPPORTUNITIES

FOR NEW ZEALAND, OUR INDUSTRY, OUR

PARTNERS AND OUR BUSINESS THROUGH

LONG-TERM COLLABORATION.

MERCURY ANNUAL REPORT 2022
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6

• We are a Zero Harm organisation

• No serious injury at a safety sensitive site or

of customers through our service

• Enhanced engagement with iwi, partners

and stakeholders

• Collaboration with stakeholders in the

Waikato to improve the catchment

• Good practice approach to climate risk

• Delivering on our customer care plan

• EBITDAF growth

• Thrive contribution

• Retail value growth

• Portfolio management

• Generation asset performance

FY22

OUTCOMES

THREE-YE AR

OBJECTIVES

HOW WE MEASURE THISLONG-TERM GOALS

ZERO HIGH

SEVERITY HEALTH

AND SAFETY

INCIDENTS

$47M

FY22 THRIVE BENEFIT

EXTERNAL RELATIONSHIPS

AND SECTOR ENGAGEMENT

REVIEWS COMPLETED

PEOPLE LEADERSHIP

DIVERSE

REPRESENTATION

17%

TOTAL

SHAREHOLDER

RETURN

-12.6%

12

CPS

FINAL DIVIDEND

CULTURE INDEX

INCREASED FROM

72% TO 75%

ENHANCE OUR

LICENCE TO

OPERATE THROUGH

COLLABORATIVE

WORK WITH OUR

STAKEHOLDERS

INCREASE THE

VALUE OF OUR

BUSINESS TO

$700M

$800M

EBITDAF

UNLEASH THE FULL

POTENTIAL OF OUR

PEOPLE THROUGH

TRANSFORMING

CULTURE

OUR BUSINESS MODEL.

• Improvement in Culture Index

• Increase in diverse representation

• Learning opportunities taken up

that lift capability

THRIVING TODAY

CUSTOMER CARE

GUIDELINES

IMPLEMENTED

AND MONITORED

OF PEOPLE LEADERS

COMPLETED UNCONSCIOUS

BIAS TRAINING

90%

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7

• Our people taking up opportunities

through internal movement

• Our systems are fit for purpose

• Electricity is viewed as an enabler of the

transition to a low carbon economy

• Progress on engagement with new

technology

• Support for transport decarbonisation

• Progress on reducing our own emissions

CONSENT GRANTED

FOR KAIWAIKAWE

WIND FARM

CONSTRUCTIVE ENGAGEMENT

ON KEY TRANSITION

PROGRAMMES INCLUDING

EMISSIONS REDUCTION PLAN

AND NZ BATTERY PROJECT

NEW HIGH-TRUST, FULLY

FLEXIBLE APPROACH TO

WORKING ROLLED OUT

FY22

OUTCOMES

THREE-YE AR

OBJECTIVES

VACANCIES FILLED

BY INTERNAL

CANDIDATES

TECHNOLOGY

PLATFORM REVIEW

COMPLETED

SUPPORTING

CROSS-SECTOR

WORK ON NEW

ZEALAND’S PATHWAY

TO A LOW CARBON

ECONOMY

51%

TRUSTPOWER

RETAIL ACQUISITION

COMPLETED

DEVELOPMENT

PIPELINE

PROGRESSED

WIND PPA IN PLACE

BE AN ADAPTIVE

AND RESILIENT

ORGANISATION,

RESPONSIVE TO

FUTURE NEEDS

PLAY A LEADING

ROLE IN NEW

ZEALAND’S

SUCCESSFUL

TRANSITION TO

A LOW CARBON

ECONOMY

CREATE EXECUTABLE

OPTIONS FOR NEW

GROWTH

OUR BUSINESS MODEL.

• New opportunities for growth

• Executable development options

SHAPING TOMORROW

For our long-term goals linked to each of our pillar icons, see ‘Our Strategic Framework’ on p16

HOW WE MEASURE THISLONG-TERM GOALS

MERCURY ANNUAL REPORT 2022
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CHAIR & CHIEF

EXECUTIVE

U P DAT E .

Welcome to Mercury’s 2022 Annual Report.

We’ll look back at Mercury’s performance

this year in the context of the market,

hydrology and other inputs, and consider

where we are as of 30 June 2022. We’ll also

look forward to our plans for the future and

vision for what Mercury could grow to be.

Nau mai ki te Pūrongo ā-Tau a Mercury

2022. Ka hoki whakamuri ki te pai rānei o

ngā mahi a Mercury i te tau nei i te wāhi

ki te mākete, te mātai arowai me ētahi atu

whāurunga. Ka whai whakaaro hoki ki te

tūāoma hei ā 30 o Hune 2022. Ka anga

whakamua anō rā ki ā mātou whakaritenga

mō te anamata me te whakakitenga o

Mercury e taea ana.

GLOBAL CONTEXT

The post-Covid world is refocusing attention

on decarbonising the global energy system.

Energy consumption is increasing as

economies rebuild. Constraints on supply

are well documented - severe droughts in

many large economies are constraining

hydro outputs; the war in Ukraine is

impacting gas supplies across much

of Europe. Demand for gas and coal

internationally is rising and global energy

prices have soared as volatile fossil fuels

dominate the energy mix. This, together

with the rising cost of carbon has amplified

and accelerated the renewables agenda

globally.

Inflationary pressures and the cost of

living are increasing, and New Zealand

is not immune. As governments around

the world take action to provide much-

PRUE FLACKS // CHAIR

VINCE HAWKSWORTH // CHIEF EXECUTIVE

needed relief for consumers against these

challenges, it is imperative this action does

not unintentionally impede investment in

cleaner and more resilient energy systems.

This is as true for New Zealand as it is for

other economies.

Our sector will make a material contribution

to decarbonising the New Zealand economy.

However, we also play a vital role in the

wellbeing of New Zealanders, and we must

balance these objectives as the transition to

a low-carbon world gathers pace.

The Government’s first Emissions Reduction

Plan is a landmark document, laying out

the plan to decarbonise. It sends important

signals for where our collective efforts will

need to be invested, and what actions the

Government will take to encourage and

coordinate that activity.

MERCURY ANNUAL REPORT 2022
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The National Energy Strategy is an important

next step. It must be aligned with the best

long-term economics, and it needs to be

cognisant of maintaining high levels of

security and affordability as we increase the

renewability of our energy system.

BUSINESS HIGHLIGHTS

This has been a transformative year for

Mercury. In twelve months, we have

gone from having no wind generation to

becoming New Zealand’s largest wind

generator through the acquisition of

Tilt’s New Zealand operations and the

commissioning of the northern section

of Turitea windfarm. In May, we became

New Zealand’s biggest electricity retailer

by customer market share and a truly

multi-product utility provider through our

Trustpower retail acquisition.

There are also headwinds. Inflationary

pressures and supply chain issues have

seen project costs increase and will require

careful navigation as we consider investment

opportunities.

We are very conscious of our responsibilities

to our customers, particularly our vulnerable

customers. Our approach to customer care

continues to shape much of our existing

and future retail activity. Electricity is one

of many costs consumers are juggling,

and holistic solutions are key to effecting

meaningful change.

Our nearly $500 million commitment to the

ongoing refurbishment of our Waikato hydro

stations continues, with the first turbine

and generator replacement at Karāpiro

now underway. Mercury has also signed a

five-year geothermal drilling contract with

Iceland Drilling, with the first phase of the

extensive eight well programme underway.

Our continued focus on a strong health

and safety culture also delivered positive

outcomes over the year. There were no

serious harm injuries over the period and

TRIFR (Total Recordable Incident Frequency)

continued to trend down slightly (0.60

from 0.64 at the end of FY21). Addressing

physical and psychological safety in parallel

remains key to our continued success. Our

ZIP (Zero Incident Process) training this

year has helped us reinforce a zero-harm

mindset across the business.

Our Thrive programme supported

shifting mindsets towards continuous

improvement and long-term thinking.

Taking what we have learned in the past

two years, we are evolving to the next

stage of the programme, which will focus

on implementing changes to our ways of

working through key strategic initiatives.

We are pleased to report that Thrive has

delivered an $47 million EBITDAF uplift

compared to the $30 million forecast at

HY21.

THE VALUE OF OUR BUSINESS

IS GROWING

Decarbonisation of the New Zealand

economy will underpin significant growth for

Mercury over the coming decade.

We are well placed to contribute to

decarbonisation through our existing

and future generation assets, supported

by a scale retail business which is now a

substantial contributor to forward revenue.

Wind generation contributed to our financial

performance for the first time in FY22,

albeit that less windy weather constrained

performance of our newest assets. The

northern section of the Turitea windfarm

is now on stream and generating, with

construction of the southern section well

advanced. Completion remains scheduled

for mid-2023.

Dry weather for most of the year impacted

on our hydro output as we focussed on

prudent lake management coming into

winter.

Elevated spot pricing continued as a result

of constrained conditions nationally. The

electricity forward curve indicates this will

continue for some time due to ongoing

forecast, the rising cost of thermal fuels, and

increasing carbon prices.

This saw a lift in yields from the Commercial

& Industrial segment, supported by an

increase in physical sales following the

re-contracting of previous Norske Skog

volume at a price more reflective of the

current market.

Mass market yields were also up, albeit to a

lesser degree. This reflected a mass market

energy price increase of 5.2%, offset by a

slight decline in customer numbers for the

Mercury brand over the year.

During the year we worked with the

Commerce Commission after incorrectly

applying early termination fees for about

2,000 customers between 2016 and

2020, and were charged for breaching the

Fair Trading Act following year-end. As

part of responding to this, we completed

remediation in early 2021.

The 44-day unplanned outage at Kawerau

geothermal power station also extended

into the start of the financial year (ending

on 20 July), coinciding with high spot prices.

Mercury received a $26 million interim

insurance payment.

Mercury reported $581 million EBITDAF

1

,

$118 million up on the prior year’s $463

million EBITDAF.

Operational expenditure was $230 million,

up $40 million on the prior year, while total

stay-in-business capital expenditure was

$68 million (up $12 million on the prior year).

Mercury’s net profit after tax was $469

million, up $328 million on the previous

year, driven by the $367 million net gain on

sale of our Tilt Renewables shareholding

which funded the associated acquisition

of Tilt’s New Zealand operations and future

development options.

We are on track to exceed our three-year

objective of increasing the value of our

business to $700 million EBITDAF on a

normalised basis and have increased this

target to $800 million EBITDAF. We have

established strong platforms for growth over

the year and look forward to continuing to

grow value as we realise these opportunities.

As a result, Mercury’s FY23 EBITDAF

guidance has been set at $580 million

($756 million on a normalised basis).

CREATING EXECUTABLE OPTIONS

FOR NEW GROWTH

FY22 has seen Mercury establish an

enviable platform for future growth, setting

us up for a period of rapid change as we

continue to execute and deliver on these

opportunities.

Our capital bond and underwritten interim

dividend reinvestment plan (DRP) have

enabled much of this activity, as we have

increased balance sheet flexibility while

also refinancing about $360 million of the

Trustpower retail acquisition.

While the completion of this acquisition

was slightly delayed, we remain on-track

to deliver the signalled synergy benefits

FY22 HAS SEEN MERCURY ESTABLISH

AN ENVIABLE PLATFORM FOR FUTURE

GROWTH, SETTING US UP FOR A

PERIOD OF RAPID CHANGE.

MERCURY ANNUAL REPORT 2022
ENERGY FREEDOM T

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from combining our two retail businesses.

Looking forward, the team are working

towards successful integration with an early

focus on people and culture. Our vision

for growth in the consumer segment is

anchored around bundling opportunities

outside the traditional energy offering.

Our generation development pipeline

continues to advance well, despite some

of the challenges noted earlier. We were

pleased to have gained consent for

Kaiwaikawe wind farm during the year and

continue to progress the business case for

this alongside Kaiwera Downs and Puketoi

windfarms and the expansion of the Ngā

Tamariki geothermal station.

The $30 million rebalancing works at the

Rotokawa geothermal field noted in our

interim update (delivering an additional

7MW on average per year) encountered

some operational challenges during the year

which has impacted immediate value gains,

including a 'water hammer' event during

commissioning, which resulted in a loss of

containment of steam. While there were no

injuries, we notified WorkSafe of the incident

and have been charged for breaches of

health and safety legislation following

year-end. We are co-operating with

WorkSafe, and plan to incorporate the

findings that have come out of this project

into FY23 as part of our focus on continuous

learning.

Capital expenditure of $1,420 million

comprised of $68 million of stay-in-

business CAPEX and $1,352 million of

growth CAPEX.

PLAYING A LEADING ROLE IN

NEW ZEALAND’S LOW-CARBON

TRANSITION

We are committed to making a meaningful

contribution to New Zealand’s lower-carbon

future. We are working constructively with

the sector, Government and officials to

ensure the new resource management

regime results in improved environmental

outcomes. However there is a very real

risk that the regime fundamentally inhibits

decarbonisation. It is important that fair

process and equal access is at the forefront

of policy, rather than picking winners.

The sector will need to embrace new ways

of working together. The evolving Power

Purchase Agreement (PPA) market in New

Zealand is an example, supporting further

renewables investment.

We also remain focussed on helping shape

key policies that support decarbonisation

including sharing our insights with the

Market Development Advisory Group, New

Zealand Battery Project and the Electricity

Authority’s Wholesale Market Review.

A carbon capture pilot at one on the four

units at Ngā Tamariki geothermal station is

also progressing well. If successful, Mercury

will evaluate extending the technology to

Ngā Tamariki's three other units.

The sequestration of emissions from all

four units could represent a reduction of

approximately 30,000 tonnes of carbon

dioxide per year. Looking forward, these

learnings will be captured and help inform a

potential extension of the pilot at Kawerau

geothermal station.

BEING ADAPTIVE AND RESILIENT,

RESPONDING TO FUTURE NEEDS

The last two years have been a pressure

test for resilience. It has heightened the

importance of building the resilience of our

people by developing an adaptive, learning-

focussed organisation so we can continue

to respond to an ever-changing future. Our

culture change programme, Whakapuāwai

is helping support business performance

into the future.

By building our internal capability, we have

enabled greater internal career progression

by extending learning opportunities across

the organisation. During the year 51% of

vacancies were filled by internal candidates

against our target of 60%.

Taking a more holistic approach to diversity

and inclusion is key to future-proofing our

pipeline of talent. Although Mercury has

had diversity and inclusion objectives for a

number of years, we are not satisfied with

the progress we have made. Focus areas

over the year included supporting employee

network groups (the Pride Network, and

Te Ao Māori ki Mercury), building strategic

partnerships to grow our Māori and Pasifika

employee base, capability building and

awareness measures (like our Diverse

Emerging Leaders programme), and a policy

MERCURY ANNUAL REPORT 2022
ENERGY FREEDOM T

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environment that supports an inclusive

culture (like our refreshed flexible working

guidelines).

Like many businesses, we continue to

navigate a challenging labour market

post-pandemic with staff churn at 20.8%

over the period. We anticipate these

challenges will continue for some time and

are mindful of this as we eye up our future

growth ambitions. We know our people are

fundamental to our success, and measures

like those noted above remain key to

ensuring we continue to attract and retain

talent.

Building an adaptive and resilient company

in a digital age has also shaped our

focus on a future fit technology strategy.

During the year we completed a review of

our technology platforms, including the

acquired Trustpower retail environment,

and now have a blueprint that will unlock

the targeted integration synergies and lay

the foundations for a Future Ready digitally

transformed Mercury.

CONTRIBUTING TO OUR

COMMUNITIES

Our advocacy and engagement with key

communities continued over the year,

including building on our work to redefine

our approach to customer care. We

established a ‘Here to Help’ team aimed

at setting up vulnerable customers for a

relationship with us that works for their

individual circumstances.

We also conducted an in-depth review of our

relationships with iwi/Māori to understand

how we could better work with them,

and we are now working to improve and

enhance these relationships. We’d like to

thank all of those who participated in this

important survey.

Finally, we celebrated the 20th anniversary

of our relationship with the Starship

Foundation, and would like to extend

this recognition to our customers who

generously support this important

work with us.

FULL-YEAR DIVIDEND

The Board has declared a full-year dividend

of 12.0 cents per share (cps). This brings the

full-year ordinary dividend to 20.0 cps, up

18% (17.0 cps FY21). We have extended our

Dividend Reinvestment Plan to allow our

shareholders to further support Mercury’s

growth.

We are acutely aware that our dividend is an

additional source of revenue for many New

Zealanders – both our 74,000 shareholders

and taxpayers more broadly. We are pleased

to be able to increase the dividend for the

fourteenth year in a row.

FY23 ordinary dividend guidance is 21.8 cps,

fully imputed, representing a 9.0% increase

on FY22 and the 15th consecutive year of

ordinary dividend increases.

CLOSING REMARKS

FY2022 has been a memorable year. We

have taken ambitious steps to position

Mercury as a company ready for a

decarbonised, digitalised, highly diverse

future.

Getting to this stage is the result of many hands,

and we extend our thanks to all our people.

We also welcome our newest team members –

including our 570 new Trustpower colleagues.

We are grateful to all our shareholders, and the

confidence you place in our company – including

the 86% who have been with us since listing.

Next year will mark a decade since listing on the

NZX and ASX. We are a different organisation to

what we were in 2013. We have a bold vision for

our future. We are excited at the opportunities

ahead and what they will mean for our people,

our customers, our partners, our shareholders

and the communities in which we operate.

Poipoia te kākano kia puāwai (nurture the seed

and it will bloom).

Together we are Mercury,

Energy made Wonderful.

Ngā mihi nui ki a koutou katoa.

PRUE FLACKS //

CHAIR

VINCE HAWKSWORTH //

CHIEF EXECUTIVE

1

EBITDAF: Earnings before net interest expense, tax expense, depreciation and amortisation, change in the fair value of financial instruments, gain on sale and impairments.

12
OUR

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MERCURY ANNUAL REPORT 2022

OUR WORLD OF

ENERGY FREEDOM.

HE TAIAO MANAWHIRI PŪNGAO.

In this section we build on the key changes in our external environment

covered by our Chair and Chief Executive and consider how we have taken

into account and responded to our stakeholders’ identified needs, interests

and opportunities in FY22. We cover the risks we face, and how we balance

trade-offs through the lens of what matters most – what’s important to us

and to our stakeholders. We look at how this all shapes our focus on how

we create value in the coming years through to FY25.

Te Ihingarangi is descended from the Tainui
waka, and is tupuna (ancestor) to Ngāti

Koroki Kahukura. This mahi toi (monument)

to Te Ihingarangi stands above the Karāpiro

Dam. Artist: Lyonel Grant (Ngāti Pikiao,

Ngāti Rangiwewehi, Te Arawa).

MERCURY ANNUAL REPORT 2022

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ENGAGING WITH IWI

AND STAKEHOLDERS.

Building and maintaining

relationships with iwi and stakeholders

across our business is crucial to

our success.

We need to know what's important to the

people and groups we work with and rely on

for our business. That way we can commit the

right resource to the most relevant business

activities. Our strategy and business plans

are developed with consideration given to the

relevant needs and wants identified by iwi

and stakeholders as most important to them.

We also recognise we need to maintain, and

potentially build, stakeholder relationships

over time.

During FY22 Mercury undertook a review of

our relationships with iwi, gathering insights

into what Mercury and iwi consider to be

most important as we work with one another,

to understand how we can better work with

them. We also conducted a public and private

sector engagement review to understand the

sector’s knowledge of Mercury and provide

a benchmark for future engagement. (For

further detail regarding our engagement in

FY22, see our Partnerships pillar story on

page 22).

RESPONDING TO WHAT WE HAVE

LEARNED

Based on the feedback we've received

through these reviews, we are considering

how we engage with iwi to improve the

mutual value gained from these interactions.

We also aim to increase Mercury’s cultural

capacity and enable our staff to better

participate in iwi relationships.

For our public and private sector stakeholders,

we recognise the importance of contributing

more towards the national conversation on

decarbonisation, realising that the electricity

sector needs to take a leading role in

addressing climate change.

We are eager to gather additional insights

from our partners and stakeholders and will

continue to define the most appropriate and

productive ways to shape our engagement

processes in FY23. Details of our iwi

relationships and our stakeholder groups,

alongside what’s important to them about

Mercury, can be found on our website.

WORKING TOWARDS A

SUSTAINABLE FUTURE

In FY22 we worked with other companies and

Government through the Aotearoa Circle’s

Low Carbon Energy Roadmap initiative. This

roadmap outlines a low carbon path that

ensures energy security, affordability and

a just transition towards the Government’s

target of net zero carbon emissions across the

economy by 2050.

In addition to this work, we continue to be

actively involved in various initiatives and

programmes seeking to work through issues

facing the sector, including supporting the

Climate Change Commission, providing

feedback on New Zealand’s Emissions

Reduction Plan and submitting on the

SUPPORTING OUR COMMUNITIES

During FY22 Mercury continued to work within our

communities on several initiatives including:

• The ERANZ Energy Mate pilot (winner of the Outcomes

Award at the national Energy Excellence Awards) –

a partnership between electricity retailers, lines

companies, community organisations and the

Government to help whānau get the most out of their

electricity.

• A co-design pilot in a targeted area with Mercury, Ministry

of Social Development and FinCap’s Money Talks, which

aims to successfully connect consumers with adverse

credit to power through either Mercury or GLOBUG.

• A new 'Here to Help' team who are dedicated to working

with customers in hardship, particularly those with high

bills or in complex situations.

PARTNERS

INVESTORS

IWI

GOVERNMENT

& REGULATORS

COMMUNITY

SUPPLIERS

INDUSTRY

PARTICIPANTS

CUSTOMERS

EMPLOYEES

KEY GROUPS WE WORK WITH

For further detail around the groups we work with and what’s

important to them about Mercury, please see the Engaging with

Our Stakeholders content on our website.

Electricity Authority’s work on market

operations under a 100% renewable

electricity supply.

A key focus in FY23 will be contributing to

an independent study that will bring together

information from across the electricity

and gas sector to look at the best pathway

towards a low carbon energy system for

Aotearoa and a roadmap to deliver that

pathway.

MERCURY ANNUAL REPORT 2022
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14

KEY RISK

AREA

SAFETYCOMPLIANCE

AND REGULATORY

R EPU TAT IO NOPERATIONALFINANCIALPEOPLE

FACTORS

IMPACTING

CURRENT

TRENDS

Safety is an essential

objective for us and is one

of the major risks that

could affect the wellbeing

of employees, contractors,

customers, and the public.

Our focus on process

safety continues as a

priority at our Generating

assets. The resources in

our Process Safety team

have been increased to

assist delivering in this

area. A considerable

amount of project work has

been completed in FY22

improving our safety critical

elements at our three

Major Hazard Facilities. We

continue to monitor and

meet the requirements

of our safety cases,

collaborating regularly with

WorkSafe.

Managing safety risk is

of primary importance

to us, particularly with

large projects, including

our Turitea wind farm,

hydro and geothermal

refurbishments and

geothermal maintenance

shuts.

Compliance with resource

consents and the Electricity

Industry Participation Code

is important for our ability

to operate. Compliance

with internal policies is an

important tool to assess

risks and deter fraud. We

also consider regulatory

change in this area, which

presents significant risks

to us.

During FY22, several

regulatory processes

with the potential for

significant impact to us

were progressed (e.g.

RMA reform, Emissions

Reduction Plan, National

Energy Strategy, NZ Battery

Project, Price discovery

when 100% renewable

electricity, wholesale market

review, Transmission

Pricing Methodology

implementation, Low Fixed

Charge Tariff and Prompt

Payment Discount removal).

Our reputation with

investors, stakeholders and

the broader community is

one of our most significant

assets. Ensuring that our

fuel resources, plants

and systems don’t have

negative impacts on others

is critical. The importance

of stakeholder relationships

and input has continued to

grow across each of our key

stakeholder groups – our

customers, communities,

partners and owners.

The level of activity

and sophistication of

cyber-attacks continues

to increase within New

Zealand and globally. We

continue to implement

a comprehensive and

multi-faceted security uplift

programme which seeks

to improve our security

maturity.

Operational risks have

a potentially significant

impact on our ability to

generate electricity and

create revenue. The key

operational risks include:

asset management and

availability; fuel availability;

market exposure; and

business interruption

(events such as natural

disasters or global

pandemics).

In managing these risks,

in FY22, we focussed

on our programme of

hydro refurbishments and

geothermal shuts; adding

Turitea and the Tilt wind

assets into our generation

fleet; and actively balancing

the challenges faced by

constrained fuel supplies

(water, wind and gas).

Key financial risks include:

climate change impacts,

appropriate insurance

cover and our ability to

execute on projects and

new growth initiatives.

Finance and related

activities have key process

controls that are subject

to regular review and

continuous improvement.

A core element of financial

sustainability is the

opportunity cost related to

our ability to identify and

execute growth options.

In FY22, this risk was

mitigated through the

completion of the of

the northern section of

the Turitea wind farm,

along with the successful

acquisition and integration

of the Trustpower business

into Mercury.

Attracting, developing

and retaining capable

people who can contribute

to our strategic priorities

and grow with the business

continues to be our focus.

We also continue to focus

on the physical and mental

wellbeing of all people

who are important to our

business.

With the progression of

Thrive and Whakapuāwai,

Mercury continues to

provide opportunities

for high levels of

employee involvement

and engagement. These

initiatives seek to create a

culture and way-of-working

that embraces learning,

challenges mindsets, lifts

capability and celebrates

curiosity.

OUR

PILLARS

A comprehensive summary

of our key risks and how we

manage them is included in

the Governance at Mercury

section of the report. We

review and update these risks

every year to take into account

changes in the external

environment and our

internal operations.

In this section we provide a

summary of the trends we

have seen this year in our key

risk areas. We take these into

account in our view of what

matters most and to shape

our focus for how we create

value over time.

THE RISKS

WE FAC E .

MERCURY ANNUAL REPORT 2022
OUR

WORLD OF ENERGY FREEDOM

15

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Our five pillars, established in 2016, represent

the key drivers of material value creation for

our business. They enable us to integrate what

matters most to Mercury and our stakeholders.

They form the framework for our long-term

strategy and short-term business planning and

reflect the six capitals of the Integrated Reporting

<IR> framework (see below).

Each year our view of what is material for us is

informed by reviewing our strategy against a

broad context including:

• the items covered in the preceding pages

• the external environment

• feedback from our stakeholders on what is

important to them about Mercury

• risks to manage and opportunities to explore

We keep up to date with changes in these areas

to consider how our approach needs to evolve to

ensure we continue to create value. These insights

are combined to form a view of what’s material to

our business.

We have maintained our view of materiality

(which was updated in FY21), with feedback from

our stakeholders and the insights from our risk

assessment confirming that we continue to focus

on what is most important.

PULLING IT ALL TOGETHER.

This is visualised through our materiality

assessment (shown below from FY21) which

combines what matters most to our stakeholders

and what matters most to us. We are conscious of

the changing world we operate in and will review

our assessment to gather any changes in FY23.

OUR PILLARS<IR> CAPITALS

CUSTOMER

SOCIAL &


RELATIONSHIP

PARTNERSHIPS

KAITIAKITANGA

NATURAL

MANUFACTURED

PEOPLE

HUMAN

INTELLECTUAL

COMMERCIALFINANCIAL

The focus areas in the top right-hand corner are those that rank the highest. As the most important topics

we have covered them in this Annual Report and used them to define the reporting boundaries.

WHAT’S IMPORTANT TO US

WHAT’S IMPORTANT TO OUR STAKEHOLDERS

WHAT’S IMPORTANT TO US

INDUSTRY &

RESEARCH

CUSTOMER

LOYA LT Y

CUSTOMER

EXPERIENCE

GENERATION

DEVELOPMENT

MATERIALITY ASSESSMENT

ASSETS

GOVERNMENT &

REGULATORS

HIGH

PERFORMANCE

TEAMS

CAPABILITY &

DEVELOPMENT

IWI

BRAND

CLIMATE

CHANGE

SAFETY &

WELLBEING

NATURAL

RESOURCES

OPERATIONAL

EXCELLENCE

SUSTAINABLE

GROWTH

MERCURY ANNUAL REPORT 2022
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WORLD OF ENERGY FREEDOM

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CUSTOMER

New Zealand’s leading

energy brand.

KAITIAKITANGA

Recognised as a leader in the

ultra-long-term management

of both physical and

natural assets.

COMMERCIAL

Leading our sector in terms

of financial performance and

shareholder returns, earning

at least our cost of capital.

PEOPLE

A Zero Harm organisation that has

enabled our people to adapt to the

changing nature of work to deliver

the highest levels of performance

and productivity.

PARTNERSHIPS

Recognised as a leader

within our industry, with our

industry recognised as a positive

contributor to New Zealand, and

with Mercury’s access to fuel

enduring and enhanced.

OUR MISSION:

ENERGY

FREEDOM

O

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R


2

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3

0


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S

MENU

TO INSPIRE

NEW ZEALANDERS

TO ENJOY ENERGY IN

MORE WONDERFUL

WAYS

O

U

R


P

U

R

P

O

S

E

OUR FY22–24 STRATEGIC FRAMEWORK.

C

U

R

I

O

U

S


&


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G

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••

Be an adaptive and

resilient organisation,

responsive to

future needs.

Play a

leading role

in New Zealand’s

successful transition

to a low-carbon

economy.

Enhance our

licence to operate

through collaborative

work with our

stakeholders.

Create executable

options for new

growth.

Unleash the

full potential of our

people through

transforming

culture.

Increase the

value of our

business to

$700M

$800M

EBITDAF.

CURRENTLY UNDER REVIEWCURRENTLY UNDER REVIEW

MERCURY ANNUAL REPORT 2022
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WORLD OF ENERGY FREEDOM

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17

In addition to the above, we pursued our

three-year objectives through actions

including:

• adapting our organisation and

responding to needs through our

programme of continuous operational

improvement called ‘Thrive’

• unleashing the potential of our people by

building capability and culture through

our Whakapuāwai programme

• increasing the value of our business

through commissioning new wind

generation at Turitea

• executing options for new growth

through the acquisition of the Trustpower

retail business

Like all businesses, we are seeing an

ever-accelerating pace of change and we

recognise our strategic framework will evolve,

especially due to the significant changes

seen in our business in FY22 (such as our

acquisition of Trustpower’s retail business).

Our strategic framework maps what we will

need to focus on in the near and mid-term,

to continue to grow and create value over

time. This framework was reviewed and re-

framed in FY21 focusing on:

• the economic, regulatory, market

and other elements of our operating

environment (noted in the Chair and

Chief Executive update)

• internal factors to our business such as

culture and safety (noted in the Chair and

Chief Executive update)

• what we learn from our partners and

stakeholders

• the risks we face

• materiality

In FY22 we implemented our refreshed

framework to align our activities towards

our new mid-term (three-year) objectives.

One objective was to enhance our licence to

operate through collaborative work with our

stakeholders. During FY22 we undertook

reviews of our relationships with key groups

and integrated insights into our business

planning.

We are on track to exceed our three-year

objective to increase the value of our

business to $700M EBITDAF, and have

increased this target to $800M EBITDAF.

We intend to review our purpose and

our long-term goals in the light of these

changes, looking to evolve our strategic

framework to balance insight with clarity of

direction to guide action to build success in

the future.

CREATING VALUE IN THE FUTURE.

Implementing our strategic framework to allow 'Thriving Today' and 'Shaping Tomorrow'.

18
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LIVING ENERGY FREEDOM

MERCURY ANNUAL REPORT 2022

LIVING ENERGY FREEDOM.

TE ĀHUANOHO I TE MANAWHIRI PŪNGAO.

In this section, we seek to bring to life the five pillars of

our business, and what they mean to us, through stories

that are examples of material activity undertaken through

the past year. We reflect on our responses to challenges

and opportunities, share our successes, progress and also

lessons from things that didn’t go as planned.

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19

ENHANCED LICENCE TO OPERATE

As New Zealand transitions to a low carbon

economy, we want to ensure this shift is

equitable for all consumers, including those

experiencing hardship. We are acutely aware

of the role we have to play as an essential

service provider. As we continue to grow in

scale, this obligation to all consumers also

grows in importance.

As noted in the Chair & Chief Executive

Update, inflationary pressures and cost

of living are now a global issue, unduly

affecting those who can afford it the least.

New Zealand is not immune, with inflation

hitting a 30-year high and cost of living

increasing across the board in the first half

of 2022, creating financial pressure for many

households. Our own customer research has

also shown a notable increase in incidences

of hardship and perception of hardship being

a more significant issue.

Our approach to customer care is centred

on putting compassion, connection and

care at the heart of all we do and delivering

solutions that are practical and sustainable.

We have implemented targeted solutions like

payment options, a variety of pricing plans,

energy monitoring tools and a customer care

hub on our website. Our customer service

agents are empowered to help customers

who are struggling with their finances by

offering those solutions and we also have

a specialist ‘Here to Help’ team who are

dedicated to working with customers in

hardship, particularly those with high bills or

in complex situations.

We continue to work closely with budgeting,

community and social agencies, as well as

others in the sector to improve customer

outcomes and deliver holistic solutions for

those most in need of extra support. As

an example, our Community Engagement

Manager is a member of the Ministry of

Business, Innovation and Employment’s

Energy Hardship Reference Group which

facilitates greater coordination to support

efforts aimed at reducing energy hardship in

communities.

1. CUSTOMER.

Now a leading multi-product retailer, we can add material value for

customers in terms of convenience, cost efficiencies and the delivery of

innovative and exciting products.

ENHANCING VALUE

FOR CUSTOMERS.

LIVING ENERGY FREEDOM

MERCURY ANNUAL REPORT 2022
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20

CUSTOMER SUMMARY.

STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES

• Enhance our licence to operate through

collaborative work with our stakeholders.

• Increase the value of our business to $700M

$ 8 0 0 M E B I T D A F.

KEY RISKS

• Errors in customer data quality, billing or general

communications, impacting on customer service and

compliance.

• Loss of customer data (both physical and digital) or

a systems failure impacting on our ability to operate

core systems.

This year also saw the start of a staged

approach to unwinding the LFUC (Low Fixed

User Charge) tariff, an Electricity Price Review

recommendation largely supported by the sector.

Targeted support for those most in need of help

has been wrapped around this change, including

a sector-established fund aimed at easing the

impact for those affected by LFUC phase-out.

We also contribute to the wellbeing of

New Zealand communities through other

sponsorships and partnerships. Notably, it has

been a record-breaking year in our 20-year

partnership with the Starship Foundation in

terms of the number of customers who have

made donations and the total amount of

donations made. We are grateful to all Mercury

customers who have donated to Starship.

During the year we worked with the Commerce

Commission after incorrectly applying early

termination fees for about 2,000 customers

between 2016 and 2020, and were charged for

breaching the Fair Trading Act following year-

end. We have focussed on making this right with

impacted customers by sincerely apologising

to them, refunding the early termination fee

and making a small additional payment in

acknowledgment of our error (completed in

early 2021). In a small number of cases in which

we have been unable to locate an impacted

customer, we have set aside their unclaimed

credit balance, and at the same time donated

the equivalent of their unclaimed credit balance

to the Starship Foundation.

CREATING EXECUTABLE OPTIONS FOR

NEW GROWTH

On 2 May Mercury became New Zealand’s leading

multi-utility retailer through the acquisition of

Trustpower’s retail business.

The milestone event doubled our total customer

connections to approximately 787,000

connections at the time of acquisition. It also

accelerated entry into the telecommunications

market, with Trustpower selling fixed and wireless

broadband and mobile phone services together

with traditional energy offerings (electricity and

gas).

While the completion of this acquisition was

slightly delayed, and there were challenges

preparing for the completion during Covid-19

lockdowns, we remain on-track to deliver the

signalled synergy benefits from combining our two

retail businesses. This includes the acceleration of

our retail strategy, which is centred on delivering

the right product mix and enhanced value for

customers; focusing on premium offerings,

bundles and unique solutions. It also means we

can expand our presence as a national operator.

Integration of the two retail businesses will occur

over time. Mercury and Trustpower customers

are currently continuing to be serviced by both

retail brands. Our focus as we integrate is to bring

together what customers love from each brand

while adding further value, delivering more as a

LIVING ENERGY FREEDOM

KAITIAKITANGA
PEOPLE

COMMERCIAL

PARTNERSHIPS

CUSTOMER

MERCURY ANNUAL REPORT 2022

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combined business than either business

could have done alone. Our vision for growth

is centred on bundling opportunities outside

the traditional energy offering; an area

Trustpower has already had great success in.

Like electricity, broadband is central to

people’s lives at home and at work so it was a

natural first step beyond energy for Mercury.

In 2021, we began a pilot of ‘Mercury

Broadband’ in partnership with NOW NZ. In

June, Mercury Broadband launched to the

Mercury customer base, giving customers

the ability to add fibre broadband to their

Mercury account. Going forward, we will

look to leverage and extend the products

and solutions we gained via the Trustpower

acquisition.

Finally, in May we ended our partnership with

Airpoints™ and launched a new home of

rewards which enables Mercury customers

to earn points when they sign up for Mercury

Rewards, pay their bill and complete Mercury

App challenges. Points can be used to

unlock Free Power Days and bill credits, and

customers receive Anniversary Free Power

Day bonuses.

CREATING VALUE

THROUGH OUR

CUSTOMERS.

Our focus on enhancing value for customers

delivers shared value across other Mercury Pillars.

For example:

• PARTNERSHIPS – by working with others to

grow our knowledge we can work together

to improve customer outcomes and deliver

holistic solutions for those most in need of

extra support.

• COMMERCIAL - our acquisition of

Trustpower’s retail business will drive

growth in our business.

• PEOPLE - the addition of Trustpower

team members with experience in

telecommunications and multi-product

bundling has grown the capability of our team.

OUR VISION FOR GROWTH

IS CENTRED ON BUNDLING

OPPORTUNITIES OUTSIDE

THE TRADITIONAL ENERGY

OFFERING.

LIVING ENERGY FREEDOM

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22

COLLECTIVE

COMMITMENT,

SHARED ACTIONS.

ENHANCED LICENCE TO OPERATE

We continue to recognise our long-

term commitment to our communities

and stakeholders, and to recognise our

interdependence with them in many areas.

This year we sought independently facilitated

feedback from key groups to understand

how we might continue to grow and work

together.

The natural environment that Mercury relies

on around our generating assets is part of a

complex landscape with many other groups

closely intertwined with the land and water,

some of whom have been here a lot longer

than we have.

During the year we engaged Oceania Group

to undertake a review of our relationships

with iwi/Māori to understand what is

working well in our relationships, and what

opportunities there are to deliver additional

mutual value. The review considered how

things stand currently, and recommended

ways in which Mercury can continue to

build partnerships that foster and enhance

relationships, through putting the objectives

of our partners front and centre.

The review consisted of 51 structured

interviews across iwi/hapū groups and the

Mercury team to understand current views

across topics such as cultural competency,

trust, quality of engagement, power

dynamics, and the mood of the relationship.

There were many positive reflections from

iwi and also some insights on what values

are most important in the relationship, the

importance of trust, and the hidden “cost”

to iwi of the relationship. Based on this

knowledge we are resetting our engagement

methods to improve the efficiency and

value to our partners, and working through

a plan on how to address opportunities

to enhance the cultural capacity within

Mercury. Wherever possible Mercury staff

participate directly in iwi relationships rather

While the electricity sector is well-placed to support the country through the transition,

no one sector will be able to create a low carbon future for New Zealand on its own.

We work with others where Mercury’s values align and where we are in pursuit of shared outcomes

(commercial, societal and environmental) to create solutions that will make a difference.

We listen carefully and continue to refine our approach to stakeholder engagement.

2. PARTNERSHIPS.

LIVING ENERGY FREEDOM

MERCURY ANNUAL REPORT 2022
23

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than using external consultants as we believe

this demonstrates a genuine commitment

to partnering with Māori. It also upskills our

staff and enhances their understanding and

appreciation of this world view.

A separate review spoke to public and private

stakeholders who have potential to impact on our

strategic objectives such as policy makers, local

and central Government, economists, media and

other industry participants. This acknowledges

the importance of this group to understand and

re-tell the Mercury ‘story’, and their influence

on the policy settings that support our existing

and future business. The review’s purpose was

to understand key issues for our stakeholders,

the health of our relationship with them and

their view of the sector. We were pleased to learn

that the reputation and standing of Mercury

was strong with this group. We are working to

address areas where it was identified that we

could be doing more. We now understand that

this group believes that Mercury could be making

a greater contribution to national conversations

about decarbonisation, as a key participant in

the energy sector, and that the sector itself lacks

a coherent narrative on this key issue. Another

key theme to emerge from this survey was the

belief that the sector needs to collaborate more

to address climate change to support best

outcomes for Aotearoa. We have taken this

insight on board.

We continue to work with our large commercial

customers around the commercial arrangements

to offer them wholesale power. PPAs (Power

Purchase Agreements to supply electricity) and

sleeving arrangements (where a third party

is added between generation and retailer to

mitigate the intermittent nature of wind or

MERCURY IS HIGHLY MOTIVATED TO

TAKE A COLLABORATIVE ROLE WITH

OUR SECTOR AND INDUSTRY.

solar power) make it easier for new renewable

electricity generation to be built, and for

customers to be able to access a reliable supply.

Mercury has a PPA with Genesis for energy

generated at our Waipipi wind farm.


PLAYING A LEADING ROLE IN NZ’S

LOW-CARBON TRANSITION

Mercury is firmly focussed on doing our

part for New Zealand’s lower-carbon future.

The electricity sector has a pivotal role to

achieve New Zealand’s decarbonisation goals,

and Mercury is highly motivated to take a

collaborative role with our sector and industry,

and to engage closely with policy makers.

We believe that a constructive, collective effort

is required. The issues are complex and cannot

be addressed in isolation. Along with the

overarching challenges of addressing climate

change, and inter-connected with the outcomes

of this issue, is the need to ensure equitable

access to electricity for all in a time of growing

economic uncertainty.

The Government’s Emissions Reduction Plan

(ERP), released in May, was an important step

towards decarbonising our economy. It sent

signals for where our collective effort as a sector

needs to be directed. Our electricity generation

is already low emissions and our renewability

PARTNERSHIPS

SUMMARY.

STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES

• Enhance our licence to operate through collaborative

work with our stakeholders.

• Play a leading role in New Zealand’s successful

transition to a low-carbon economy.

KEY RISKS

• Short and long-term changes in supply and demand

impacting on the wholesale electricity market.

• Regulatory changes that could affect how we manage

our integrated business model.

LIVING ENERGY FREEDOM

KAITIAKITANGA
PEOPLE

COMMERCIAL

PARTNERSHIPS

CUSTOMER

MERCURY ANNUAL REPORT 2022

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is growing, with the country's total electricity

supply expected to reach over 90% renewable

in the next 3-5 years. We are in a great place

to support other sectors like transportation and

industry in their own decarbonisation efforts. All

Kiwis should have equitable access to low carbon

transportation and lifestyle options.

At a sector level, Mercury is one of the partners

who has contributed to the thinking behind the

Aotearoa Circle’s Low Carbon Energy Roadmap

(LCER). The Aotearoa Circle is a partnership

of public and private sector leaders unified

and committed to the pursuit of sustainable

prosperity and reversing the decline of New

Zealand’s natural resources. The Roadmap

incorporates significant insights and expertise

from across the sector, and was designed to

inform Government thinking and decisions

regarding emissions reductions, energy policy

and the National Energy Strategy (NES), targeted

for completion by 2024. We will continue to

engage with the teams working on the NES to

champion a collaborative process to leverage the

insights and expertise from across the sector.

Decarbonisation is a complex and multifaceted

goal and progress will depend on recognising

the interconnected nature of the systems at

play. To design and implement policy across

multiple sectors is an immense task, but

achievable if we work together. Data, insights

and recommendations from the cross-sector

work may also inform the allocation of capital

investment into the New Zealand energy sector.

CREATING VALUE

THROUGH OUR

PARTNERSHIPS.

Our focus on working with others in the sector

and our communities involves integrated thinking

and delivers shared value across other Mercury

Pillars. For example:

• COMMERCIAL – commercial arrangements

with other generators supports decarbonisation

of the New Zealand economy and addresses

climate change.

• KAITIAKITANGA – working collectively and

sharing our insights is key to supporting New

Zealand’s decarbonisation goals.

• PEOPLE – we work in complex interconnected

communities and we are actively seeking

feedback to build out and develop this

capability in our people.

LIVING ENERGY FREEDOM

MERCURY ANNUAL REPORT 2022
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25

COMMITMENT

TO CARING.

3. KAITIAKITANGA.

This year we have continued the stewardship of our

generating assets and the environments we share, including

our ongoing investment in the generation of renewable

electricity. This long run capital expenditure platform

underpins sustainable performance of our generating

assets. Investment includes ‘big ticket’ greenfield builds

and significant investment in upgrading and maintaining

our current power stations, contributing to the long-

term performance and security of key generation assets

important to New Zealand and its energy freedom.

A commitment to the te ao Māori concept of kaitiakitanga (guardianship and protection)

guides the ways in which we work with natural resources and the power stations that were

built by earlier generations of New Zealanders. A wider application of this principle extends

to Mercury’s support and commitment to the decarbonisation of New Zealand’s economy.

ENHANCED LICENCE TO OPERATE

Mercury’s focus on enhancing its existing generation

includes the six-year $75 million modernisation project of

the Karāpiro power station, announced in 2019. Installation

of updated technology means that generation will be more

efficient, achieving more power from the same water.

Increased output from the station after the first unit outage

should be seen from May 2023. The full programme will

increase overall peak station capacity by 17% (16.5MW)

to 112.5MW and average energy production by 32GWh

to 537GWh per annum, an increase enough to power

approximately 4,500 New Zealand homes.

LIVING ENERGY FREEDOM

MERCURY ANNUAL REPORT 2022
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Since the project was announced, substantial

enabling works have taken place including

undertaking spillway and diversion tunnel

maintenance, 400V distribution upgrades and

necessary powerhouse crane maintenance. The

first unit outage will take place from August

2022 to May 2023 (with programmed outages

for the other two units commencing August

2023 and 2024). Looking forward, we’ve been

talking with the community around the dam

as the dam road will need to be closed for four

months in each of the coming three years

to safely and efficiently carry out the works.

Procurement and manufacture of parts is

well underway, with delivery to site of major

componentry. The Karāpiro works are part of

an extensive programme on the Hydro System,

with around a quarter of a billion dollars invested

so far. Planning has commenced for two more

stations, Maraetai and Ātiamuri, for future

significant works.

CREATING EXECUTABLE OPTIONS FOR

NEW GROWTH

At the Rotokawa geothermal field, working

with our joint venture partner Tauhara North

No.2 Trust, we have completed $30 million

of rebalancing works, projected to increase

capacity by an additional 7MW on average

each year. This was a challenging and complex

project to combine two plants (Nga Awa Pūrua

and Rotokawa) on the field. Rotokawa Power

Station was upgraded to process more of the

hot geothermal fluid and a separation plant was

installed to route high enthalpy fuel (steam) to

Nga Awa Pūrua and low enthalpy fuel (brine) to

Rotokawa. The new technology has increased the

output of each station because they are using

the resource more efficiently and producing

more electricity.

The project delivered on the plant efficiency

improvements, however an issue resulted in

a 'water hammer' event that led to a loss of

containment of steam during commissioning.

Mercury notified and cooperated with WorkSafe

following the incident, and three of the four

improvement notices WorkSafe issued have

been resolved. Following year-end Mercury has

been charged for breaches of health and safety

legislation arising from the incident. Since the

incident, Mercury has been collaborating with

external and internal experts to progress design

enhancements to maximise long-term safety

and efficiency. This will be completed in FY23.

INVESTMENT INCLUDES

‘BIG TICKET’ GREENFIELD

BUILDS AND SIGNIFICANT

INVESTMENT IN UPGRADING

AND MAINTAINING OUR

CURRENT POWER STATIONS.

KAITIAKITANGA

SUMMARY.

STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES

• Enhance our licence to operate through

collaborative work with our stakeholders.

• Increase the value of our business to $700M

$ 8 0 0 M E B I T D A F.

• Create executable options for new growth.

• Play a leading role in New Zealand’s successful

transition to a low-carbon economy.

KEY RISKS

• An event that impacts on the viability, efficiency or

operability of our power stations.

• Availability of water for hydro generation and

geothermal fluid for geothermal generation.

• Ability to secure future development opportunities

for geothermal and wind generation.

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CREATING VALUE

THROUGH

KAITIAKITANGA.

Our commitment to stewardship of our generating

assets and environment as well as the broader

decarbonisation of the New Zealand economy

involves integrated thinking and delivers shared value

across other Mercury Pillars. For example:

• PEOPLE – the trial of reinjecting carbon at Ngā

Tamariki reflects Mercury's commitment to science

and research, enabled by a culture of innovation.

• PARTNERSHIPS – we are actively collaborating

and learning through initiatives to accelerate New

Zealand’s transition to a low-carbon future.

• COMMERCIAL – we are taking a leading approach

to decarbonisation: building new renewables,

refurbishing our current power stations, and

carefully managing our portfolio.

This is the fourth year we have reported on our

climate-change disclosures in accordance with the

recommendations of the Task Force on Climate-

related Financial Disclosures (TCFD). Please see our

comprehensive TCFD Report for more detail.

The purpose of the trial is to determine the

viability of reinjecting CO2 back into the

geothermal reservoir without affecting its

sustainability, or the operation of the power

station. If successful, Mercury will evaluate

extending the technology to Ngā Tamariki's

three other units. The cumulative emissions

reduced from all four units at Ngā Tamariki

would be approximately 30,000 tonnes of

carbon dioxide per annum. This research and

development takes place at the same time

as Aotearoa New Zealand’s other significant

geothermal generators, Contact Energy, Ngāwhā

Generation and Eastland Generation (who,

together with Mercury, represent 96% of the

country’s total geothermal energy supply), are

also trialling carbon capture and reinjection.

Across all operators, cutting geothermal

emissions has the potential to reduce this

country's carbon emissions by 568,000 tonnes

per year, equivalent to taking over 236,000 cars

off the road. Despite emissions from geothermal

power production making up a relatively small

component of the country’s emissions profile, it’s

still of significant benefit.

PLAYING A LEADING ROLE IN NZ’S

LOW-CARBON TRANSITION

Mercury’s commitment to the country’s

decarbonisation includes significant research and

development in how we decarbonise our own

operations at source, along with exploring ways to

help other industries decarbonise by harnessing

the power of renewable electricity.

Addressing emissions from our geothermal

facilities is our single biggest opportunity

to address our Scope 1 emissions. Carbon

reinjection returns naturally occurring geothermal

carbon dioxide to the underground reservoirs

from where it has been drawn, rather than being

emitted during power generation. A pilot project

this year was the result of significant research and

development towards re-injecting carbon to the

geothermal reservoir at Ngā Tamariki. Mercury’s

trial on one of the four units at Ngā Tamariki

Power Station is the first use of the technology in

the Southern Hemisphere, and comes after two

years of process and safety study, geochemistry

and reservoir modelling, laboratory testings and

collaborative engineering work with geothermal

technology provider, Ormat.

More broadly, transport is New Zealand’s biggest

opportunity to decarbonise. Mercury supports

the Government’s transport decarbonisation

hierarchy of “avoid” (reduce travel), “shift” (to

active and/or shared modes of travel) and

“improve” (decarbonise our vehicles). To support

improving the carbon footprint of New Zealand’s

vehicle fleet through the uptake of electric

vehicles (EVs), we have agreed a partnership with

start-up Hikotron in its rollout of a New Zealand-

made smart AC charging network.

To shift more travel to active or shared modes,

the government’s Emissions Reduction Plan

(ERP) targets for transport by 2035 include

reducing vehicle kilometres travelled by cars by

20% through providing better travel alternatives.

Given Mercury’s holistic commitment to

decarbonising transport, we have been

supporting Big Street Bikers since 2019 to

build a nationwide network of secure e-bike

docking and charging sites (“Locky Docks”)

to encourage e-bike use in our cities. The

agreement supported the construction of sites in

Christchurch, Auckland and Wellington.

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UNLEASHIING THE FULL POTENTIAL OF

OUR PEOPLE

We are continuing to progress our Thrive

programme, which is centred on delivering

initiatives to enhance performance. Examples

of initiatives which are already providing value

for Mercury are covered in the Commercial

pillar story. The next stage of the programme,

starting in FY23, will have an increased focus

on building capability and identifying initiatives

which support changes to our ways of working.

We recognise the important role culture plays

in Mercury’s ability to thrive into the future.

We have launched a culture programme

called Whakapuāwai (meaning to evolve,

prosper or thrive), which has helped us

to identify where our culture is, where we

want it to be and what we need to do to get

there. In essence, we want to continue to

cultivate a culture that is adaptive, resilient,

collaborative and improvement focussed. We

have held Whakapuāwai sessions with our

people to encourage thinking about culture,

4. PEOPLE.

As we head into a major period of growth, we are focussed on evolving our culture,

taking an inclusive approach that fosters diversity and growing our internal

capability to set ourselves up for long-term success.

E VOLVING

OUR CULTURE.

what role it plays in an organisation and how

every employee contributes to forming and

sustaining that culture. We paused some

Whakapuāwai activity so we could also include

our new team members from Trustpower in

these sessions, which we are now progressing.

We have also identified opportunities for

improvements we can make at an enterprise

level to evolve our culture and further enhance

our business performance.

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We have launched a Diversity and Inclusion strategy which

builds on our belief that having a team of individuals from

different backgrounds, views, experience and capabilities

working together makes us stronger and better as an

organisation. We have been engaging with our people

leaders so they understand the importance of diversity

and inclusion and can make decisions every day that help

us to achieve our targets. Our reporting on our gender pay

gap saw us become one of the first 50 companies to be

included in New Zealand's first Public Pay Gap Registry

when it launched in March. We acknowledge we still have

a way to go to meet the targets, which are covered in

Governance at Mercury.

We have two Employee Network Groups underway to

grow awareness, celebrate uniqueness and promote

inclusiveness. The Pride Network aims to create a more

safe, supportive and equitable Mercury for our rainbow

people and customers, while Te Ao Māori ki Mercury aims

to uplift te reo me ona tikanga and te ao Māori within the

organisation.

All Mercury people leaders have participated in unconscious

bias training, and we have introduced a Diverse Emerging

Leaders programme to support career progression for

employees from diverse backgrounds and contribute to

creating a more inclusive work environment. We have also

committed to a Support Partner relationship with the

not-for-profit TupuToa, which will see us take on nine Māori

and Pasifika interns/graduates over a three-year period,

supporting their entry into professional careers and growing

our young Māori and Pasifika employee base.

We have refreshed our Flexible Working Guidelines to better

reflect and support different ways of working for individuals

and teams. The new guidelines allow for increased flexibility,

provided an individual’s needs are balanced with the needs

of the team and organisation. Providing increased flexibility

is also a key employee attraction and retention tool.

The talent of our people was recognised in multiple

forums over the year, and we extend our congratulations

to those individuals and teams. This included recognition

for our team involved in the Tilt acquisition (INFINZ M&A

transaction of the year) and our Treasury and Finance

teams for capital structure management (Excellence in

Treasury). Our Chief Financial Officer, William Meek was

also recognised as CFO of the Year by Deloitte, and our

marketing team received golds in the Consumer Services

and Most Effective categories of the 2022 Beacon Awards

for the ‘Move with Mercury’ campaign.

PEOPLE SUMMARY.

STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES

• Enhance our licence to operate through collaborative

work with our stakeholders.

• Increase the value of our business to $700M


$ 8 0 0 M E B I T D A F.

• Unleash the full potential of our people through

transforming culture.

• Be an adaptive and resilient organisation through

collaborative work with our stakeholders.

KEY RISKS

• An incident occurring that causes a fatality or serious

injury to our employees, a contractor, a customer or

the public.

• Failing to develop, engage and retain our growing

talent.

• Failing to recognise the importance of employee

wellbeing for growing a culture that embraces

learning, challenges mindsets, lifts capability and

celebrates curiosity.

“People love turning up to work in a good, strong

happy culture, and, of course, the inverse applies

so it's in all our interests to have a good, fun

culture that makes us want to get out of bed in the

morning to come to work.”

- Jo Christie


"Culture is always there, even when you don’t

think about it. It can have positive and/or negative

aspects. By becoming aware of what we can do as

individuals to reinforce or change our culture, we

are empowering people to thrive collectively."

- Daniel Chaparro


“What really resonates with me is ‘we all own the

culture; it is not something the company owns’.

A simple, but very empowering statement that

shows the important part we all play in creating a

great culture.”

- Jason Parker


MERCURY TEAM MEMBERS’ REFLECTIONS

ON CULTURE

“It has been fascinating to understand and learn

what culture actually is and how much it impacts

the employee experience, performance and

achieving strategic objectives at work. If everyone

can be made aware of this, and what it takes to

achieve a succeeding culture, then it’s win-win all

round.”

- Michelle Jacobs


“Culture can be a challenging, shape-shifting

construct; hard to define, but pivotal to what we

do and who we are as an organisation. So, it’s

refreshing that we get the space to understand

and think deeply about it.”

- Glen Brown

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CREATING VALUE

THROUGH OUR

PEOPLE.

Our focus on evolving our culture, taking an

inclusive approach that fosters diversity and growing

our internal capability delivers shared value across

other Mercury Pillars. For example:

• COMMERCIAL – evolving our culture will help to

enhance our business performance.

• CUSTOMER – in an adaptive, resilient,

collaborative and improvement focussed culture

people are more energised and accountable,

making them positive ambassadors of our brand.

• PARTNERSHIPS – our Support Partner

relationship with TupuToa will help us build the

number of Māori and Pasifika in our team, to

better represent the communities that we serve.

To keep ourselves accountable, we have set

a target of 60% of vacancies to be filled by

internal candidates. This year 51% were filled

by internal candidates (excluding Trustpower).

We have also replaced our annual employee

engagement survey with shorter quarterly

surveys to get feedback more regularly from

employees on what is going well and what

opportunities there are for us to improve the

employee experience. There has been over

70% participation in these surveys, giving

us valuable insight and feedback to support

our decision making. Feedback has been

largely positive, with employees rating learning

opportunities and enterprise communications

particularly highly. We have also run an

employee wellbeing survey as part of a wider

Wellbeing Review by external consultants and

are now using these insights to help us be

even more purposeful in the ways we support

employee wellbeing.

Lastly, we have made changes to the

Generation and Customer areas of our

business to best position Mercury for the

future. The Generation changes were made

following the creation of a Generation

business unit in which our hydro, geothermal

and wind assets were brought together to

foster greater collaboration and support

more joined up decision making across our

generation fleet. The Customer changes were

made ahead of Mercury becoming a multi-

product utility retailer.

BEING ADAPTIVE AND RESILIENT,

RESPONDING TO FUTURE NEEDS

We recognise building and retaining our

internal capability is key to our success and

are focussed on developing our people so we

can build talent pipelines from within.

We have a Capability Uplift Programme

that gives people opportunities to learn and

develop new skills outside their core role

to help increase their career development

opportunities at Mercury. We also have an

internal online platform called SkillShare that

enables people to develop skills in different

areas by offering their support on projects

within Mercury.

OUR SKILLS PLEDGE.

We remain supportive of the Aotearoa New Zealand Skills Pledge,

established by the Prime Minister’s Business Advisory Council in

2019. We aim to offer our people the opportunity to be trained

and to learn new skills needed for the changing nature of work.

Our focus during FY22 has involved offering varied learning

experiences. For example, unconscious bias for leaders, safety

culture training for employees and leaders and mental health

awareness for leaders. Workshops, webinars and e.learning has

been on topics such as commercial capability, finance for non-

financial managers, influencing skills, recruitment, understanding

remuneration and leading teams during a pandemic.

TRAINING AREATRAINING HOURS

IN FY21

TRAINING HOURS

IN FY22

Capability

development

7, 3583,976*

Health & safety4,0355,628

Business

compliance

1,3672,045

*Due to Covid-19 restrictions fewer courses were able to be

held this year than previously.

77%

82%

OF PEOPLE SAY TEAM MEMBERS

READILY SHARE THEIR KNOWLEDGE

AND LESSONS LEARNED.

OF PEOPLE SAY THAT WHEN SOMETHING

DOESN’T GO QUITE RIGHT, IT IS TREATED

AS AN OPPORTUNITY TO LEARN.

73%

OF PEOPLE SAY THAT THEY HAVE THE

OPPORTUNITY TO BE INVOLVED IN THINGS

THAT HELP THEM LEARN AND DEVELOP.

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ENHANCED LICENCE TO OPERATE

An 8-well geothermal drilling campaign

breaks ground later this year, with new wells

and connecting pipelines across Rotokawa,

Kawerau and Ngā Tamariki fields. This is our

largest drilling campaign in several years

and is part of a long-term drilling strategy

to ensure high quality fuel supply and fuel

security for our geothermal power stations.

The larger campaign allows for better

economies of scale with procurement.

It also creates opportunities to further upskill

and grow our technical drilling capability

to support future activity and maintain our

valuable well assets for the long term.

INCREASED VALUE OF OUR BUSINESS

In August 2021 the acquisition of Tilt

Renewables’ New Zealand operations added

five wind farms to our portfolio, and with

the Turitea North wind farm becoming

operational in the last quarter of calendar

2021, we became New Zealand’s largest wind

generator. This has significantly diversified

our revenue streams, and has come with

challenges as well as opportunities.

While wind has a great degree of

predictability to its output over the course of

a year, it generates only when it is blowing,

and requires ‘firming’ with another generation

source in order to provide reliable power

to customers.

DELIVERING MORE

FOR CUSTOMERS

AND COUNTRY.

Mercury’s Waikato Hydro System is an

especially good counter-balance because

the hydro lakes act as a storage facility and

electricity output can be quickly ramped up

and down to meet demand.

As wind becomes a greater proportion of

our portfolio mix this will become more

challenging. This will be added to as the

residential customers we serve (with their

typical morning and evening demand

peaks) have increased with the acquisition of

Trustpower’s retail customers, and as Mercury

transitions off the supply arrangements with

Manawa that were part of that deal.

Mercury is in the early phases of a period of growth in renewable

generation output, fuelled by a need to rapidly decarbonise

the economy – with renewable electricity underpinning the

decarbonisation of many other sectors in Aotearoa New Zealand.

5. COMMERCIAL.

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Our experienced market managers were tested again

this year by the third consecutive ‘dry year’. January to

May is the seasonal period of low inflows to the Hydro

System, and generation can exceed inflows during

that time. The team are disciplined and careful to

maintain storage in Lake Taupō through summer to

ensure we have maximum flexibility in winter when

demand is highest. Early in the year there was an

additional challenge with the Kawerau outage leading

to increased pressure on our hydro generation, but

this was managed well by our team.

UNLEASHING THE FULL POTENTIAL

OF OUR PEOPLE

The Digital River, a digital simulation of the Waikato

Hydro System, is an example of Thriving Today that

is forecast to deliver over $7m of extra value in FY23.

It uses new data platforms to provide a layer of

real-time analytics to our Hydro Control desk. Acting

as a co-pilot, it assists in fine-tuning generation

efficiency and integrating forecasts by planning then

simulating days ahead. The Digital River supports a

systems thinking approach to evaluating the impact

of outages, tactics, weather, and market conditions on

our trading operations.

The Thrive focus was also applied to the “Class 3”

maintenance program that ensures the ongoing

reliability and availability of Mercury’s hydro power

stations. Class 3 works include accessing the wet

areas of the machine such as the turbine and

penstock and headgate to assess the condition of

the asset, along with cleaning and inspection of other

componentry, and are carried out every 3 to 4 years

on each unit. With 39 hydro units across our fleet, the

generation team execute 13 Class 3s each year. The

time taken to complete this maintenance had grown

in recent years by an additional 10 days (from 15 to

around 25 days) as more tasks were included in the

programme. However, using the Thrive mindset, the

team identified opportunities to create value through

streamlining planning processes, focusing on tasks

that are critical to the ongoing reliable operation of

the unit, and ensuring that the right tools, equipment

and people were available at the right time to

complete the activity. By taking this approach,

Class 3 outage durations have reduced to 15 days.

Achieving clarity of purpose behind this maintenance

programme led to reduction in project management,

and an uplift in focus and teamwork.

COMMERCIAL SUMMARY.

KEY RISKS

• Failing to successfully execute on new growth

opportunities or significant development projects.

• Failing to recognise and plan for the impact of climate

change on long term financial sustainability.

• Plant failures and national fuel constraints impacting

on short and medium term generation.

STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES

• Enhance our licence to operate through collaborative

work with our stakeholders.

• Increase the value of our business to $700M


$ 8 0 0 M E B I T D A F.

• Unleash the full potential of our people through

transforming culture.

• Create executable options for new growth.

• Play a leading role in New Zealand's successful

transition to a low-carbon economy.

• Be an adaptive and resilient organisation, responsive

to future needs.

CREATING EXECUTABLE OPTIONS

FOR NEW GROWTH

We are actively pursuing new generation projects

to add to our diverse portfolio, with one of the best

pipelines of future generation in the country. Our

development pipeline focuses on wind, including sites

in Manawatū, Northland, Otago and Southland. Wind

is a natural fit to our renewable hydro and geothermal

generation portfolio.

We stand ready to support the country’s

decarbonisation goals including through significant

investment into new projects, and maintaining and

enhancing our current assets.

We have a pathway to deliver over 2,000 GWh per

annum of new renewable energy by the end of the

decade, and are engaging with the communities

where our potential new generation is located to

understand the impacts this might have on them.

This includes a future wind farm at Puketoi (230MW)

where we're actively considering constructability, and

have extended the consent period to 2031. We are

continuing to work towards potential new generation

THIS HAS SIGNIFICANTLY DIVERSIFIED

OUR REVENUE STREAMS, AND HAS


COME WITH CHALLENGES AS WELL

AS OPPORTUNITIES.

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opportunities at wind sites at Kaiwera Downs

(40MW), Kaiwaikawe where a consent was recently

granted (75MW) and Mahinerangi stage 2 (160MW).

We are also conducting initial feasibility work to add

a fifth unit to our Ngā Tamariki geothermal power

station (that would generate an additional 35MW).

Beyond this phase, further options are being

explored. We continue to actively consider the role

emerging technologies like grid solar and batteries

will play in New Zealand’s energy system and how

Mercury might play a part in that.

While New Zealand has poor solar intensity on

average, some parts of the country offer potential for

grid-scale solar generation where areas with the right

level of solar radiation coincide with suitable access

to transmission.

CREATING VALUE

THROUGH

COMMERCIAL.

Our focus on growth in renewable generation

integrates thinking and delivers shared value

across other Mercury Pillars. For example:

• PEOPLE – resilience is being built through our

programme of culture change, to empower

(Whakapuāwai) and enable (Thrive).

• PARTNERSHIPS – working with others

helps build our knowledge and deepen our

connections with communities around our new

renewables pipeline.

• KAITIAKITANGA – the significant addition

of wind generation from Turitea wind farm

will enable increased decarbonisation of New

Zealand’s economy, to address climate change.

PLAYING A LEADING ROLE IN NZ’S

LOW-CARBON TRANSITION

Work continues at Turitea Wind Farm on the

Manawatū hillside, with civil works well advanced

towards construction of the final 27 turbines in the

southern zone of the site. The 33 turbines in the

north are now on stream and generating. We remain

on track for mid-FY23 for full completion of what will

be New Zealand’s largest wind farm.

At the same time as we continue to build out our

fleet of renewable generation, the demolition of the

decommissioned Southdown thermal station is also

underway. The 140MW thermal-powered station

was closed in 2015 (when it was generating less

than 5% of the company’s output), and Mercury has

generated 100% renewable energy since that time.

Sale of the South Auckland site will release capital

to be redeployed more effectively in the business,

supporting broader strategic objectives including our

commitment to new renewable generation.

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ENERGY FREEDOM IN NUMBERS.

NGĀ NAMA O TE MANAWHIRI PŪNGAO.

This section explains how our integrated thinking, our decisions and our

actions play out in financial results. We provide commentary on our financial

performance for the year to the end of June 2022 compared with prior years,

as well as our auditor’s report and our financial statements. Segment reporting

has been set out so that you can clearly see the financial dynamics of our

generation operations as distinct from our retail energy sales operations. We

also feature our approach to assessing and managing climate change risk with

our Task Force on Climate-related Financial Disclosures - TCFD Report.

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FINANCIAL COMMENTARY.

M&A ACTIVITY

FY2022 was a year marked by significant acquisitions for

Mercury, through the successful completion of transactions

with both Tilt Renewables for the purchase of New Zealand

wind farms and development options, and with Trustpower

(now named Manawa) in respect of its mass market retail

business. Mercury is now New Zealand’s largest wind

generator and biggest electricity retailer by customer market

share.

In August 2021, a scheme of arrangement between Mercury

and Powering Australian Renewables (PowAR) to acquire

Tilt Renewables Limited (Tilt) was concluded. Under that

scheme of arrangement, Mercury acquired all of Tilt’s New

Zealand operations, including development options, for an

enterprise valuation of approximately NZ$797 million. This

acquisition was funded from the sale of Mercury’s 19.9% Tilt

shareholding, worth NZ$608 million, and net debt of NZ$189

million. The purchase price allocation has been finalised and

is detailed in Note 1 of the financial statements. Mercury

realised a net gain on sale of its shares in Tilt of $367 million.

After normalising for the accounting treatment of the unwind

of the contract for difference, the acquired operations

contributed $47 million in FY2022. This transaction

was recognised at the 2022 INFINZ awards as the M&A

transaction of the year.

OPERATIONAL ACTIVITY

At 3,662GWh, Mercury’s hydro generation was down for the

second year running, by approximately ~400GWh compared

to the group’s long-term average of 4,050GWh, although

production was up slightly on the dry prior year (51GWh). La

Nina weather patterns over the last two years saw Lake Taupō

start the financial year close to empty. Hydro generation was

managed over the first half of the financial year to lift Lake

Taupō storage ahead of the seasonally drier weather over

summer and autumn. Heavy rainfall in June 2022 restored

the Lake Taupō level to well above the historic average and

70% full, positioning hydro generation well for the start of

FY2023.

Geothermal generation efficiencies were achieved through

steam optimisation and fine-tuning plant performance,

which helped mitigate the impact of the unplanned 6-week

outage at the Kawerau geothermal station in early June

2021, which returned to service on 20 July 2021. As a result,

geothermal generation was down 26GWh on the prior year to

2,568GWh.

TRADING MARGIN

With our transition to a multi-product utility provider, what

was previously reported as energy margin is now referred to

as trading margin. Mercury’s trading margin of $745 million

was up $129 million from the previous year’s energy margin,

primarily driven by new wind generation.

OTHER INCOME

Other net income of $66 million is higher than the prior

year, primarily due to $26 million received from insurers as

an interim payment in relation to the Kawerau geothermal

station outage in June/July 2021, and a dividend received of

$4 million from Tilt Renewables prior to the sale of Mercury’s

20% shareholding.

In May 2022, Mercury acquired Trustpower’s retail business

for $470 million. The provisional purchase price allocation

is also included in Note 1. As part of the Trustpower retail

acquisition, a 10-year contract for difference (CFD) was

agreed with Manawa, which provides a fixed CPI escalating

price for the first five years of the contract and then resets

to an ASX futures-based pricing methodology. The unwind

of this CFD, valued at $488 million under purchase price

accounting, resulted in a reduction to trading margin of $46

million across May and June 2022 and is expected to impact

FY2023 trading margin by $200 million, with the remaining

balance unwinding on a declining basis over the first five

years of the CFD. After normalising for the accounting

treatment of the CFD, the Trustpower retail business

contributed $12 million in FY2022.

Mercury’s FY2022 financial performance set a record high at

$581 million EBITDAF, 25% higher than the prior year of $463

million EBITDAF. While inflows into the Waikato catchment were

dry like the previous year (30th percentile on average), Mercury’s

financial performance was positively impacted by the acquisition

of the New Zealand wind operations from Tilt Renewables in

August 2021, the commissioning of the northern section of

the Turitea wind farm in December 2021 and performance

improvements in the core business including Mercury’s

continuous improvement programme, “Thrive”.

FY2022 saw the addition of significant wind generation to

the group’s generation portfolio, although less windy weather

during FY2022 constrained the performance of these assets.

The acquisition of five wind farms generating on average

1,100GWh p.a. from the Tilt acquisition in August 2021 added

961GWh of production to FY2022. Production at these

wind farms is pre-sold under long term agreements with

Genesis and Manawa. Turitea North was fully commissioned

in December 2021, contributing 308GWh to FY2022 and

is managed within Mercury’s overall generation portfolio,

hedging sales to our electricity customers.

In contrast to the prior financial year, when significantly low

generation in June 2021 due to low water levels at Lake

Taupō and the outage at Kawerau forced costly hedging

contracts, efficient management of lake levels, with no

unplanned outages, resulted in materially lower ($43 million

benefit from ~210GWh less buying at VWAP of ~$200/MWh)

hedging costs compared with the prior year. Average spot

prices dropped ~$30/MWh on average with little impact to

the portfolio given net position was neutral to slightly short in

both years.

The group’s focus of ‘Thriving Today, Shaping Tomorrow’ was

underpinned in FY2022 by our continuous improvement and

resilience programme, ‘Thrive’. Thrive delivered $47 million

of EBITDAF uplift, through enduring savings in operating

expenses ($12 million), improvements in trading margin ($7

million) and significant carbon unit trading gains ($27 million)

as the price of NZ emissions units almost doubled over the

year.

In our customer business, we again saw lifts in customer

yields across all customer segments. Yields in the commercial

and industrial segment (physical and financial) increased

by $10/MWh, or 13.9%, over the period. Average mass

market yields increased $5/MWh, or 3.2%. Mercury brand

market share declined slightly, with ICP numbers falling by

7,000 as mass-market customer losses exceeded customer

acquisitions. The acquisition of Trustpower’s retail business

added 253,000 mass-market electricity customers, 117,000

broadband customers, 48,000 gas customers and 13,000

mobile customers and accelerated Mercury’s transition to a

truly multi-product utility provider.

Electricity sold to customers (physical and financial) dropped

by just over 200GWh to 5,878GWh. Sales to commercial/

industrial customers grew by 367GWh, offset by declines in

mass market of 117GWh and end-user CFDs of 453GWh,

mainly due to the termination of the 80MW Norske Skog CFD

in July 2021.

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OPERATING EXPENSES

Operating costs represent the company’s indirect costs of

sales, including salaries and wages, maintenance costs and

all other overheads.

Operating costs increased by $40 million on the prior year,

primarily due to an increase in operational activity resulting

from acquisitions. Trustpower’s retail business increased

operating costs over May and June by $13 million, and

the ex-Tilt and Turitea wind assets added a further $18

million. Changes in the accounting treatment of Software

as a Service costs adopted in FY2021 resulted in $9 million

of expenditure. Normalising for these costs, Mercury’s

disciplined approach to operating costs in combination with

its operational agility and resilience programme, ‘Thrive’,

resulted in the group keeping its operating base relatively flat

for its ninth year in a row. Growth in Mercury’s generation and

retail businesses means going forward, operating costs are

expected to increase and a new base level set.

OPERATING EARNINGS (EBITDAF)

Mercury’s EBITDAF of $581 million rose $118 million from the

previous year, as previously explained.

PROFIT FOR THE YEAR

Mercury’s net profit after tax of $469 million was up

significantly from the prior year, primarily due to the $367

million non-taxable gain on disposal of shares in Tilt. Other

contributors of note outside the increase in trading margin,

noted above, were the gains generated by carbon unit sales

($27 million) and insurance proceeds ($26 million), offset

by increases in depreciation ($72 million), interest costs ($17

million) and fair value movements ($35 million).

CAPITAL STRUCTURE AND DIVIDENDS

Net debt rose to $1,961 million as at 30 June 2022, with

financing required to support the completion of Turitea North,

continued construction of Turitea South, acquisition and

refinancing of the Tilt New Zealand business and acquisition

of the Trustpower retail business. Mercury’s $300 million

wholesale / credit wrapper bond was repaid in September

2021. AU$200 million of green bonds were issued in

November, adding to the $550 million of green bonds issued

the year before, and tracked in accordance with Mercury’s

Green Financing Framework. A further $250 million of capital

bonds were also issued during the year.

A dividend reinvestment plan (DRP) was established during

the year. Treasury stock of $109 million was re-issued in

relation to the DRP and underwrite for the HY2022 interim

dividend. The company’s gearing level is calculated at

2.7 times debt/EBITDAF after adjusting for Mercury’s

subordinated debt and unwind of the Trustpower CFD.

Gearing is up on the previous year due to increased debt,

partially offset by higher EBITDAF. The gearing ratio remains

in the middle of Mercury’s target range of 2.0x to 3.0x debt/

EBITDAF supporting our S&P credit rating of BBB+.

At year end, Mercury held 18 million shares as treasury stock,

has available debt headroom of $525 million and held cash

and cash equivalents of $65 million. This continues to provide

balance sheet flexibility for growth over and above current

commitments.

A fully imputed ordinary dividend of 12.0 cents per share

(cps) final dividend has been declared. This brings the

full-year ordinary dividend to 20.0 cps, up from 17.0

cents per share, or 17.6%, a material increase, marking our

fourteenth consecutive year of ordinary dividend growth.

Under the terms of Mercury’s DRP, dated 22 February 2022,

shareholders may elect to receive the dividend either wholly

or partially by receiving Mercury ordinary shares in lieu of

cash. The Board has determined that shares issued under

the DRP in respect of the 2022 final ordinary dividend will be

issued at a discount of 2.0% to the daily volume weighted

average share price calculated in accordance with the DRP

terms and conditions.

UNDERLYING EARNINGS

Underlying earnings is provided to enable our stakeholders

to make an assessment and comparison of earnings after

removing one-off and/or infrequently occurring events

(exceeding $10 million of profit before tax), impairments, any

changes in the fair value of derivative financial instruments

and gain/loss on disposal.

Underlying earnings after tax increased by $1 million for the

year, reflecting an uplift from the impact of the activity that

has taken place largely offset by lower hydrology.

BALANCE SHEET

Total assets of the company increased by $1,682 million, due

to a $293 million upward revaluation of Mercury’s generation

assets, and the construction and acquisition of wind

generation assets.

Stay in business capital expenditure (CAPEX) was relatively

flat compared with the prior year at $68 million, with a small

uplift due to preparatory drilling costs and work at Kawerau

following the outage in June/July 2021. Leaving aside the

Tilt and Trustpower retail acquisitions, growth CAPEX was

down $109 million on the prior year to $85 million with

lower construction costs at Turitea with a total $76 million

(including capitalised interest) spend in FY2022 in this

financial year.

CASH FLOWS FROM

OPERATING ACTIVITIES

Net cash provided by operating activities represents cash

flows from the sale of electricity, gas, broadband, and

telecommunication services, along with the costs associated

with their sale and the cash costs of interest and taxes.

Cash flows from operating activities were up $14 million this

year, largely due to increased EBITDAF and lower cash tax

paid, offset by the impact of low June 2021 EBITDAF, which

impacts July 2021 cash flows.

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FINANCIAL PERFORMANCE TRENDS

For the year ended 30 June ($ million)

202220212020

1

2019

2

2018

2

Income statement

Trading margin

745616652667730

EBITDAF

581463490506566

Net profit for the year

469141209357234

Balance sheet

Total shareholders’ equity

4,7524,1863,7333,5373,305

Total assets

9,6607,9786,8776,4846,106

Total liabilities

4,9083,7923,1442,9472,801

Cash flow

Operating cash flow

352338352361370

Investing cash flow

(534)(296)(194)63(254)

Financing cash flow

8442(173)(335)(141)

Capital expenditure

Total capital expenditure

1,420250275115118

Growth capital expenditure

1,352194165266

Stay-in-business capital expenditure

685611089112

Other financial measures

Underlying earnings after tax

146145166161198

Free cash flow

284282242272258

Ordinary and special declared dividends

275231215211207

Ordinary dividends per share (cents)

20.017.015.815.515.1

Basic and diluted earnings per share

34.3210.3615.3626.2317.00

Net debt

1,9611,3291,1491,0961,264

Gearing (net debt/net debt + equity, %)

29.224.123.523.727.7

Debt/EBITDAF (x)

3

2.72.52.01.91.9

FINANCIAL TRACK RECORD.

For the year ended 30 June ($ million)

202220212020

1

2019

2

2018

2

Operational measures

Total recordable injury frequency rate (TRIFR)

4

0.600.641.260.720.87

Sales to customers (FPVV, GWh)

5,1054,5224,3614,5004,477

Electricity customers (‘000)

574328348373388

Electricity generation (GWh)

7,4996,2056,3316,7037,511

1. Restated for change in accounting policy in relation to configuration and customisation costs incurred in implementing SaaS arrangements.

2. Financial results for the period 30 June 2017, 2018 and 2019 include Metrix which the Group sold on 1 March 2019.

3. Adjusted for S&P treatment of subordinated debt and unwind of the Manawa CFD.

4. Per 200,000 hours; includes on-site employees and contractors.

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OPINION

We have audited the consolidated financial statements of the

Group on pages 41 to 65 of the Annual Report, that comprise

the consolidated balance sheet as at 30 June 2022, the

consolidated income statement, consolidated statement of

comprehensive income, consolidated statement of changes

in equity and the consolidated cash flow statement for the

year then ended on that date, and notes to the consolidated

financial statements that include accounting policies and

other explanatory information.

In our opinion, the consolidated financial statements of the

Group present fairly, in all material respects, the consolidated

financial position of the Group as at 30 June 2022, and

its consolidated financial performance and cash flows

for the year then ended in accordance with New Zealand

Equivalents to International Financial Reporting Standards and

International Financial Reporting Standards.

BASIS FOR OPINION

We carried out our audit in accordance with the Auditor-

General’s Auditing Standards, which incorporate the Professional

and Ethical Standards and the International Standards on

Auditing (New Zealand) issued by the New Zealand Auditing and

Assurance Standards Board. Our responsibilities under those

standards are further described in the

Auditor’s Responsibilities

for the Audit of the Financial Statements

section of our report.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with the

Auditor-General’s Auditing Standards, which incorporate

Professional and Ethical Standard 1

International Code of

Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand)

issued by the New

Zealand Auditing and Assurance Standards Board, and we

have fulfilled our other ethical responsibilities in accordance

with these requirements.

In addition to the audit, we have carried out assignments

including a review of the Group’s consolidated financial

statements for the six months ended 31 December 2021, agreed

upon procedures and limited assurance engagements, provision

of remuneration market survey data and tax related services in

the United States of America, all of which are compatible with

independence requirements. These services have not impaired

our independence as auditor of the Group.

Partners and employees of our firm may deal with the Group on

normal terms within the ordinary course of trading activities of

the business of the Group. Other than the audit and the other

assignments described above, we have no relationship with, or

interests in, the Group.

TO THE SHAREHOLDERS OF MERCURY NZ LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022

The Auditor-General is the auditor of Mercury NZ Limited (‘the Company’). The Auditor-General has appointed me, Lloyd Bunyan,

using the staff and resources of Ernst & Young, to carry out the audit of the consolidated financial statements of the Group

(comprising the Company, its subsidiaries and other controlled entities) on his behalf.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion

on these matters.

We have fulfilled the responsibilities described in the

Auditor’s

Responsibilities for the Audit of the Financial Statements


section of the audit report, including in relation to these

matters. Accordingly, our audit included the performance of

procedures designed to respond to our assessment of the

risks of material misstatement of the consolidated financial

statements. The results of our audit procedures, including

the procedures performed to address the matters below,

provide the basis for our audit opinion on the accompanying

consolidated financial statements.

INDEPENDENT AUDITOR’S REPORT.

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Why significantHow our audit addressed the key audit matter

Generation assets were revalued to $7,723 million at 30

June 2022 as set out in note 7 of the consolidated financial

statements. The generation assets represent approximately

80% of the Group’s total assets.

The Group engages an external valuation specialist to

estimate the fair value of generation assets using a

discounted cash flow model. The most significant inputs

used to calculate the fair value of the generation assets

include the wholesale electricity price path, generation

volumes and the discount rate as described in note 7 of the

consolidated financial statements.

The wholesale electricity price path and discount rate

assumptions are estimated by the Group’s external valuation

specialist. Forecast generation volumes are determined

by the Group’s external valuation specialist based on the

Group’s own forecast average generation volumes.

As set out in note 1 of the consolidated financial statements,

the Group acquired the New Zealand operations of Tilt

Renewables Limited (‘Tilt’) on 3 August 2021, which

included its generation assets. The fair value of the acquired

generation assets was assessed as $1,026 million at

acquisition date. The Group engaged its external valuation

specialist to determine the fair value of acquired generation

assets at the acquisition date. The external valuation

specialist used a discounted cashflow model to assess this

value.

We consider the valuation of generation assets to be a key

audit matter given the significance of the assets to the

Group and because the inputs to the valuation models are

inherently subjective.

In obtaining sufficient appropriate audit evidence we:

• met with the Group’s external valuation specialist

to understand the valuation methods adopted and

assessed the significant inputs to the model used

to estimate the fair value of the generation assets,

including the assets acquired from Tilt both at the

acquisition date and 30 June 2022;

• compared forecast generation volumes to historical

generation volumes;

• involved our own valuation specialists to:

• consider the process used to determine

the forward wholesale electricity price path

estimated by the Group’s external valuation

specialist; and

• assess the appropriateness of the discount rate.

• assessed the professional competence and objectivity

of the Group’s external valuation specialist;

• assessed whether the valuation adjustments were

made in accordance with the Group’s accounting policy;

and

• assessed the adequacy of the related financial

statement disclosures in note 7.

As a result of the above procedures, we considered the

valuation techniques and key assumptions reasonable

in forming our opinion on the financial statements as a

whole.

Why significantHow our audit addressed the key audit matter

The Group’s activities expose it to certain risks which are

managed using derivative financial instruments. At 30

June 2022, the fair value of derivative assets total $699

million and derivative liabilities total $692 million as set

out in note 14 of the consolidated financial statements.

These balances include certain electricity price derivatives

for which the valuation inputs are not readily observable

in active primary or secondary markets and require the

use of more complex valuation assumptions including

the Group’s internal wholesale electricity price path

forecast. Derivatives for which the valuation inputs are not

readily observable are referred to as ‘level 3’ derivatives

as disclosed in note 13 of the consolidated financial

statements.

As set out in note 1 of the consolidated financial

statements, on 1 May 2022 the Group acquired the

mass market retail business of Trustpower Limited (now

Manawa Energy Limited), which included an electricity

price contract for difference. The fair value of the acquired

electricity price contract for difference was assessed by

the Group as being an asset with a fair value of $488

million at acquisition date.

We consider the valuation of level 3 derivatives to be a

key audit matter as the inputs to the valuation models are

inherently subjective.

In obtaining sufficient appropriate audit evidence we:

• involved our valuation specialists to assess the models

used to estimate the fair value of the Level 3 derivatives,

including the acquired electricity price contract for

difference, on a sample basis. Our valuation specialists:

• evaluated the appropriateness of the valuation

methodologies; and

• assessed the Group’s estimated wholesale

electricity price path by comparing it to other

price path estimates obtained in performing the

generation asset valuation procedures detailed

in the previous key audit matter.

• together with our internal valuation specialists,

challenged key assumptions and inputs;

• agreed key contract terms, including contract start

and maturity dates and electricity strike prices, to the

relevant contract on a sample basis;

• assessed the adequacy of the related financial

statement disclosures as described in notes 13 and 14.

As a result of the above procedures, we considered the

valuation techniques and key assumptions reasonable in

forming our opinion on the financial statements as

a whole.

VALUATION OF GENERATION ASSETSVALUATION OF LEVEL 3 DERIVATIVE FINANCIAL INSTRUMENTS

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INFORMATION OTHER THAN IN THE FINANCIAL

STATEMENTS & AUDITOR’S REPORT

The Board of Directors is responsible on behalf of the entity for

the Annual Report, which includes information other than the

consolidated financial statements and our auditor’s report.

Our opinion on the consolidated financial statements does not

cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial

statements, our responsibility is to read the other information

and, in doing so, consider whether the other information

is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or

otherwise appears to be materially misstated. If, based on the

work we have performed, we conclude that there is a material

misstatement of this other information, we are required to

report that fact. We have nothing to report in this regard.

DIRECTORS’ RESPONSIBILITIES FOR

THE FINANCIAL STATEMENTS

The directors are responsible on behalf of the entity for

the preparation and fair presentation of the consolidated

financial statements for the Group that comply with New

Zealand Equivalents to International Financial Reporting

Standards and International Financial Reporting Standards.

The directors’ responsibilities arise from the Financial

Markets Conduct Act 2013.

The directors are also responsible for such internal control

as they determine is necessary to enable the preparation

of consolidated financial statements that are free from

material misstatement, whether due to fraud or error and

for the publication of the consolidated financial statements,

whether in printed or electronic form.

In preparing the consolidated financial statements,

the directors are responsible, on behalf of the entity,

for assessing the Group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting

unless the Directors either intend to liquidate the Group or

to cease operations, or have no realistic alternative but to

do so.

AUDITOR’S RESPONSIBILITIES FOR THE

AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about

whether the consolidated financial statements as a whole

are free from material misstatement, whether due to fraud or

error, and to issue an auditor’s report that includes our opinion.

Our responsibilities arise from the Public Audit Act 2001.

Reasonable assurance is a high level of assurance but is not

a guarantee that an audit conducted in accordance with the

Auditor-General’s Auditing Standards will always detect a

material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to

in fluence the economic decisions of users taken on the basis

of these consolidated financial statements.

As part of an audit in accordance with the Auditor-General’s

Auditing Standards, we exercise professional judgement and

maintain professional scepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement

of the consolidated financial statements, whether due

to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence that

is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal

control;

LLOYD BUNYAN // ERNST & YOUNG

ON BEHALF OF THE AUDITOR-GENERAL

AUCKLAND, NEW ZEALAND

16 AUGUST 2022

• Obtain an understanding of internal control relevant to

the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose

of expressing an opinion on the effectiveness of the

Group’s internal control;

• Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and

related disclosures made by management;

• Conclude on the appropriateness of the use of the going

concern basis of accounting by the directors and, based

on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions that may

cast significant doubt on the Group’s ability to continue as

a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s

report to the related disclosures in the consolidated

financial statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based on the

audit evidence obtained up to the date of our auditor’s

report. However, future events or conditions may cause the

Group to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content

of the consolidated financial statements, including the

disclosures, and whether the consolidated financial

statements represent the underlying transactions and

events in a manner that achieves fair presentation;

• Obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business activities

within the Group to express an opinion on the consolidated

financial statements. We are responsible for the direction,

supervision and performance of the Group audit. We

remain solely responsible for our audit opinion; and

• Did not examine every transaction, nor do we guarantee

complete accuracy of the consolidated financial

statements. Also, we did not evaluate the security and

controls over the electronic publication of the consolidated

financial statements.

We communicate with the directors regarding, among other

matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies

in internal control that we identify during our audit.

We also provide the directors with a statement that

we have complied with relevant ethical requirements

regarding independence, and to communicate with them

all relationships and other matters that may reasonably be

thought to bear on our independence, and where applicable,

actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we

determine those matters that were of most significance in

the audit of the consolidated financial statements of the

current period and are therefore the key audit matters. We

describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or

when, in extremely rare circumstances, we determine that a

matter should not be communicated in our report because

the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such

communication.

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CONSOLIDATED INCOME STATEMENT.

For the year ended 30 June 2022

Note

202 2

$M

2021

$M

Total revenue22,188 2,045

Total expenses 2(1,607)(1,582)

EBITDAF

1

581 463

Depreciation and amortisation7, 8(293)(221)

Change in the fair value of financial instruments14(82)(47)

Gain/(loss) on disposal2366 23

Net interest expense2(62)(45)

Profit before tax510 173

Tax exp e nse5(41)(32)

Profit for the year attributable to owners of the parent469141

Basic and diluted earnings per share (cents)34.32 10.36

1. EBITDAF: Earnings before net interest expense, tax expense, depreciation and amortisation, change in the fair value of financial instruments,

gain/(loss) on disposal and impairments.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME.

For the year ended 30 June 2022

Note

202 2

$M

2021

$M

Profit for the year469 141

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss

Movement in asset revaluation reserve298 924

Movement in cash flow hedge reserve transferred to balance sheet14(1)(15)

Share of movements in associates’ and joint ventures’ reserves14128

Tax ef fe c t(83) (259)

Items that may be reclassified subsequently to profit or loss

Movement in cash flow hedge reserve1459(208)

Transfer of share of associate's reserves to profit or loss upon disposal of investment

in associate(21)–

Tax ef fe c t(16) 63

Other comprehensive income for the year, net of taxation237533

Total comprehensive income for the year attributable to owners of the parent706674

The accompanying notes form an integral part of these financial statements.

FINANCIAL STATEMENTS.

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CONSOLIDATED BALANCE SHEET.

As at 30 June 2022

Note

202 2

$M

2021

$M

SHAREHOLDERS’ EQUITY

Issued capital 378 378

Treasury shares4 (50) (100)

Reserves 4,424 3,908

Total shareholders’ equity 4,752 4,186

ASSETS

Current assets

Cash and cash equivalents 65 163

Receivables10 489 318

Contract assets and costs10 20 2

Inventories6 94 24

Derivative financial instruments14 328 120

Investment in associate held for sale9 – 248

Total current assets 996 875

Non-current assets

Property, plant and equipment7 8,080 6,828

Intangible assets8 123 107

Investment in and advances to associates and joint ventures9 73 86

Advances to joint operations9 4 5

Receivables10 3 3

Contract assets and costs10 10–

Derivative financial instruments14371 74

Total non-current assets 8,664 7,103

Total assets9,660 7,978

Note

202 2

$M

2021

$M

LIABILITIES

Current liabilities

Payables and accruals10400 318

Borrowings12 561 471

Derivative financial instruments14292 267

Taxation payable514 1

Total current liabilities1,267 1,057

Non-current liabilities

Payables and accruals1012 3

Provisions11 81 86

Derivative financial instruments14400 263

Borrowings121,395 1,020

Deferred tax51,753 1,363

Total non-current liabilities3,641 2,735

Total liabilities4,908 3,792

Net assets4,752 4,186

For and on behalf of the Board of Directors who authorised the issue of the Financial Statements on 16 August 2022.

The accompanying notes form an integral part of these financial statements.

PRUE FLACKS // CHAIR

16 August 2022

JAMES MILLER // DIRECTOR

16 August 2022

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY.

For the year ended 30 June 202 2

Note

Issued

capital

$M

Retained

earnings

$M

Asset

revaluation

reserve

$M

Cash flow

hedge

reserve

$M

Other

reserves

$M

Total

equity

$M

BALANCE AS AT 1 JULY 2020 378 286 3,281 (122) (90)3,733

Movement in asset revaluation reserve,

net of taxation–8 658––666

Movement in cash flow hedge reserve,

net of taxation––– (161)– (161)

Share of movements in associates’ and joint

ventures’ reserves––2015(7) 28

Other comprehensive income–8678(146)(7)533

Net profit for the year–141–––141

Total comprehensive income for the year–149678(146)(7)674

Dividend–(221)–––(221)

Balance as at 30 June 2021378 2143,959(268)(97)4,186

BALANCE AS AT 1 JULY 2021 378 2143,959(268)(97)4,186

Recycling of share of associates' reserves to

retained earnings upon disposal–23(21)–(2)–

Transfer of share of associates' reserves to

profit or loss upon disposal –––(20)(1)(21)

Movement in asset revaluation reserve,

net of taxation––215––215

Movement in cash flow hedge reserve,

net of taxation–––22–22

Share of movements in associates’ and joint

ventures’ reserves–––21–21

Other comprehensive income–2319423(3)237

Net profit for the year–469–––469

Total comprehensive income for the year–49219423(3)706

Dividend–(248)–––(248)

Disposal of treasury shares4–58––50108

Balance as at 30 June 20223785164,153(245)(50)4,752

CONSOLIDATED CASH FLOW STATEMENT.

For the year ended 30 June 202 2

Note

202 2

$M

2021

$M

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers2,0111,952

Payments to suppliers and employees(1,526)(1,468)

Interest received2 1

Interest paid(61)(51)

Taxes paid( 74)(96)

Net cash provided by operating activities352338

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for acquisition of property, plant and equipment(114)(254)

Payments for acquisition of intangibles(25)(54)

Proceeds from the disposal of investment in Tilt Renewables Limited1603–

Proceeds from receivables recognised from acquisitions 124–

Proceeds from the sale of Hudson Ranch–41

Payments associated with business combinations, net of cash acquired(1,099)(20)

Distributions received from and advances repaid to associates and joint ventures1061

Lodgements of prudential deposits(33)(70)

Net cash used in investing activities(534)(296)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings777546

Repayment of borrowings(548)(278)

Principal repayment of lease liabilities(6)(5)

Net proceeds from the disposal of treasury shares93–

Dividends paid(232)(221)

Net cash received in financing activities8442

Net (decrease)/increase in cash and cash equivalents held(98)84

Cash and cash equivalents at the beginning of the period16379

Cash and cash equivalents at the end of the period65163

Cash balance comprises:

Cash balance at the end of the period65163

The accompanying notes form an integral part of these financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

NOTE 1. ACCOUNTING POLICIES

(1) REPORTING ENTITY

Mercury NZ Limited (“the Company”) is incorporated in New

Zealand, registered under the Companies Act 1993, is an FMC

reporting entity under the Financial Markets Conduct Act

2013, and is listed on the NZX Main Board and on the ASX,

with foreign exempt listed status.

The consolidated financial statements (“Group financial

statements”) are for Mercury NZ Limited Group (“the Group”).

The Group financial statements comprise the Company and

its subsidiaries, including its investments in associates and

interests in joint arrangements.

The majority shareholder of Mercury NZ Limited is Her Majesty

the Queen in Right of New Zealand (“the Government”),

providing it with potential influence over the Group. The

liabilities of the Group are not guaranteed in any way by the

Government or by any other shareholder.

(2) BASIS OF PREPARATION

The Group financial statements have been prepared in

accordance with the Financial Markets Conduct Act 2013

and in accordance with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”). They comply with New

Zealand equivalents to International Financial Reporting

Standards (“NZ IFRS”) as appropriate for profit-oriented

entities. These financial statements also comply with

International Financial Reporting Standards (“IFRS”).

The Group financial statements are prepared on the basis

of historical cost, with the exception of certain financial

instruments, the swap rate component of issued bond (Green

Bonds, wholesale bonds and retail bonds), the US Private

Placement, the Australian Medium Term Note, generation

assets and carbon units identified for trading, which are

measured at fair value.

The Group financial statements have been prepared so that all

components are stated exclusive of GST, with the exception of

receivables and payables that include GST invoiced.

Trading Scheme ("ETS"). This has led to the adoption of a

new accounting policy in relation to the treatment of carbon

units held for trading ("trading units"). From the balance of

carbon units held as at 30 June 2021, Management identified

685,000 carbon units (carrying value of $26.4 million) as

trading units, and reclassified them from Intangible Assets

to Inventories on 1 July 2021. The Group applies the broker-

trader measurement exemption, trading units are classified as

inventories and are initially recorded at cost, with any fair value

movement at the end of each reporting period recognised in

profit or loss.

Disposal of Investment in Tilt Renewables Limited

("Tilt") and Acquisition of Tilt New Zealand Assets

In the Group's financial statements for the year ended 30

June 2021, the Group classified its 19.9% investment in Tilt as

held-for-sale. On 3 August 2021, the disposal was completed

and the Group realised a net gain on sale of $367 million,

which is made up of $603 million from the sale of 75 million

shares at $8.035 per share, less the carrying value of the

investment of $248 million, plus reclassified accumulated

other comprehensive income attributable to Tilt of $21 million.

The net gain on sale is disclosed in the Consolidated Income

Statement as a Gain/(loss) on disposal.

On 3 August 2021, the Group also acquired 100% of the

New Zealand operations of Tilt, including the New Zealand

subsidiaries Tararua Wind Power Limited, Waverly Wind

Farm (NZ) Holding Limited, Waverly Wind Farm Limited, Tilt

Renewables Insurance Limited and all contracts and rights

held in Tilt that relate to the New Zealand business for a

consideration of $634 million. This includes Tilt's Tararua,

Mahinerangi and Waipipi wind farms with an average annual

generation of approximately 1,100 GWh, associated contract

for difference and asset management agreements, wind

development options in New Zealand and debt relating to

the Waipipi wind farm. Transaction costs of $9 million were

Functional & Presentation Currency

These financial statements are presented in New Zealand

Dollars ($) which is the Group's functional currency. Unless

otherwise stated, financial information has been rounded to

the nearest million dollars ($M).

The assets and liabilities of entities whose functional currency

is not the New Zealand Dollar are translated at the exchange

rates at balance date. Revenue and expense items are

translated at the spot rate at the transaction date or a rate

approximating that rate. Exchange differences are taken to

the foreign currency translation reserve.

Estimates & Judgements

The preparation of financial statements requires judgements

and estimates that impact the application of policies and

the reported amounts of assets and liabilities, income and

expenses. Actual results may differ from these estimates.

The areas of significant estimates and judgements are as

follows:

• Purchase price allocation as a result of the acquisition of

Tilt Renewables' New Zealand assets and Trustpower's retail

business (refer note 1)

• Fair value of generation plant and equipment (refer note 7)

• Valuation of financial instruments (refer note 13 and note 14)

• Retail revenue accruals (refer note 10)

• Provision for restoration and environmental rehabilitation

costs (refer note 11)

Carbon Units identified for trading

In the current financial year, the Group began trading carbon

units ("NZUs") issued under the New Zealand Emissions

incurred.

The Group has completed its purchase price allocation in

accordance with the requirements of NZ IFRS 3

Business

Combinations

. The fair value allocated to the assets and

liabilities classes upon acquisition are disclosed below. The

final allocation differs from the interim financial statements

by $6 million as a result of additional cash received during the

completion process. The Group has adjusted the generation

assets value and working capital accordingly.

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NOTE 1. ACCOUNTING POLICIES (CONTINUED)

Acquisition consideration - by way of cash ($M)634

Fair value

allocated on

3 August 2021

($M)

Property, plant and equipment (Generation assets)1,026

Derivative financial instruments(43)

Intangible assets1

Right-of-use assets16

Lease liabilities(16)

Deferred tax liabilities(192)

Receivables79

Payables and accruals(1)

Net borrowings (net of cash and cash equivalents and borrowings)(236)

Net assets acquired634

The Group did not recognise any goodwill or bargain purchase from the transaction. Subsequent to the acquisition, the Group repaid

the debt relating to the Waipipi wind farm. From the acquisition date to the end of the financial year, the newly acquired entities

generated total revenue of $79 million (including realised derivatives gains of $15 million), total expenses of $17 million, EBITDAF

of $62 million, and a loss before tax of $40 million, mainly due to depreciation and change in the fair value movement of financial

instruments. If the acquisition had occurred on 1 July 2021, pro-forma revenue and loss before tax for the year would have been $88

million (including realised derivatives gains of $17 million) and $36 million respectively.

Acquisition of Trustpower Limited's Retail Business ("Trustpower transaction")

Following the Group's subsequent events disclosure in the financial statements to 30 June 2021, on 1 May 2022 the Group fulfilled

all conditions precedent in the binding agreements with Trustpower Limited and completed its acquisition of Trustpower Limited's

retail business. Transaction costs of $5 million were incurred and are included in total expenses within the Consolidated Income

Statement.

The Group has completed its provisional purchase price allocation in accordance with the requirements of NZ IFRS 3

Business

Combinations

. The fair value allocated to the assets and liabilities classes upon acquisition are disclosed below against the

consideration paid of $467 million cash and a further $3 million expected payment pending final completion.

Acquisition consideration - by way of cash ($M)470

Fair value

allocated on

1 May 2022

($M)

Derivative financial instruments488

Intangible assets32

Property, plant and equipment19

Right-of-use assets22

Lease liabilities(22)

Contract assets29

Inventories3

Receivables50

Payables and accruals(3)

Deferred tax liabilities(146)

Net assets acquired471

The Group has recognised a bargain purchase gain of $1 million from the transaction which has been included in the Consolidated

Income Statement as Gain/(loss) on disposal.

From the acquisition date to the end of the financial year, the newly acquired business has generated revenue of $125 million

(including telecommunications revenue of $21,443,036 and associated telecommunications deductions of $12,120,568, derivatives

losses of $46 million), operating expenses of $17 million, EBITDAF loss of $38 million, and a net loss before tax of $42 million.

Due to the proximity of the acquisition date to the Group’s financial year end, the Group considers it impracticable to disclose total

revenue and profit or loss that the Trustpower retail business would have derived had the acquisition occurred on 1 July 2021.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 2. SEGMENT REPORTING

IDENTIFICATION OF REPORTABLE SEGMENTS

The operating segments are identified by management based on the nature of the products and services provided. Discrete

financial information about each of these operating segments is reported to the Chief Executive, being the chief operating

decision-maker, on a monthly basis, who assesses the performance of the operating segments on a measure of EBITDAF.

Segment EBITDAF represents earnings before net interest expense, tax expense, depreciation, amortisation, change in the fair

value of financial instruments, gain/(loss) on disposal and impairments by each segment inclusive of an allocation of central

operating revenue and costs. Operating segments are aggregated into reportable segments only if they share similar economic

characteristics. Following the acquisition of the Trustpower retail business, management have included the performance of the

business within the retail segment. As the integration of the Trustpower retail business into the Group's retail business progresses,

management will continue to assess the identification of the Group's operating segments.

TYPES OF PRODUCTS & SERVICES

Generation/Wholesale

The generation/wholesale market segment encompasses activity associated with the electricity production, electricity trading,

generation development activities and the company's share of associates earnings (see Note 9). It also includes revenue from the

sale of electricity to both commercial & industrial customers and the retail segment.

Retail

The retail market segment encompasses activity associated with sale of energy, telecommunication products/services and other

related products and services to mass market customers in New Zealand.

Other Segments

Represents corporate support services which are not directly attributable to the generation/wholesale or retail segments.

Inter-segment

Transactions between segments represent transfer charges by generation/wholesale to retail for the purchase of electricity.

SEGMENT RESULTS

YEAR ENDED 30 JUNE 202 2

Generation/

Wholesale

$M

Retail

$M

Other

Segments

$M

Inter–

segment

$M

Total

$M

Sales – Electricity generation1,014–––1,014

Sales to customers, net of hedging591781–(264)1,108

Earnings of associates and joint

ventures3–(7)–(4)

Other revenue6325–70

Total revenue1,671783(2)(264)2,188

Energy costs(852)(277)–264(865)

Line charges(101)(306)––(407)

Other direct cost of sales, excluding

third party metering(30)(27)––(57)

Metering costs(4)(44)––(48)

Employee compensation and benefits(41)(37)(16)–(94)

Maintenance expenses(41)(10)––(51)

Other expenses(43)(30)(12)–(85)

Allocation or corporate overheads(14)(14)28––

Total expenses(1,126)( 745)–264(1,607)

Segment EBITDAF54538(2)–581

Interest expense(15)–(53)–(68)

Lease interest expense–– (3)– (3)

Interest income1–1–2

Interest capitalised to capital

work in progress

7–––7

Net interest expense(7)–(55)–(62)

Gain on sale 369–––369

Loss on disposal(3)–––(3)

Gain/(loss) on disposal366–––366

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 2. SEGMENT REPORTING (CONTINUED)

YEAR ENDED 30 JUNE 2021

Generation/

Wholesale

$M

Retail

$M

Other

Segments

$M

Inter–

segment

$M

Total

$M

Sales – Electricity generation1,133–––1,133

Sales to customers, net of hedging454696–(277)873

Earnings of associates and joint ventures22–––22

Other revenue125––17

Total revenue1,621701–(277)2,045

Energy costs(946)(284)–277(953)

Line charges(85)(270)––(355)

Other direct cost of sales, excluding

third party metering(34)(4)––(38)

Direct costs of other revenue–(2)––(2)

Metering costs(3)(41)––(44)

Employee compensation and benefits(37)(31)(15)–(83)

Maintenance expenses(30)(6)––(36)

Other expenses(33)(31)(7)–(71)

Allocation or corporate overheads(11)(11)22– –

Total expenses(1,179)(680)–277(1,582)

Segment EBITDAF44221––463

Interest expense (15)– (38)– (53)

Lease interest expense–– (3)– (3)

Interest capitalised to capital

work in progress 11 ––– 11

Net interest expense (4)– (41)– (45)

Gain on sale 38 ––– 38

Loss on disposal (15)––– (15)

Gain/(loss) on disposal 23 ––– 23

Audit Fees

Mercury NZ Limited (the Company) is a public entity as defined in the Public Audit Act 2001 and the Auditor-General is the

auditor of every public entity. The Auditor-General has appointed Lloyd Bunyan of EY to carry out the audit on his behalf. NZX

listing rules and Mercury's Audit Independence Policy requires that the signing partner performing the audit to rotate every five

years.

Fees payable for the audit and review of the financial statements were $823,000 (2021: $599,000). Non-audit services in relation

to provision of remuneration market survey data were $4,000 (2021: $15,000). EY (US) also provided US tax compliance services

in the amount of $28,000 (2021: $178,000), these services have transitioned to a different service provider.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 3. NON-STATUTORY MEASURE – UNDERLYING EARNINGS

Underlying earnings after tax is presented to enable stakeholders to make an assessment and comparison of earnings after

removing one-off and/or infrequently occurring events (exceeding $10 million of profit before tax, which represents material

items), impairments, any change in the fair value of derivative financial instruments and gain/(loss) on disposal expense. Changes

in the fair value of financial instruments are excluded from underlying earnings in order to align their impact when they mature

with the underlying hedged items.

202 2

$M

2021

$M

PROFIT FOR THE YEAR469141

Change in the fair value of financial instruments8247

Fixed asset loss on disposal– 15

Kawerau insurance receipts (26)–

Hudson Ranch Sale–(41)

Gain on sale of share in Tilt Renewables Limited (367)–

Adjustments before tax effect(311)21

Tax ef fe c t(12)(17)

Adjustments after tax effect(323)4

Underlying earnings after tax146145

Tax has been calculated at 28% for all taxable adjustments.

Kawerau loss on disposal and insurance receipts

On 7 June 2021, the Kawerau geothermal power station experienced an unplanned outage as a result of a mechanical failure.

In January 2022, insurers accepted the loss was covered, and agreed to a partial payment totalling $25.8 million, which was

received by the Group by 31 March 2022. A further outage is planned in the 2023 financial year to install new equipment. The

Group expects to receive additional insurance proceeds in the 2024 financial year once the total loss to the Group as a result of

the incident has been confirmed. Due to the uncertainty regarding the cost of the future outage, it is not currently practicable to

estimate the value of additional insurance receipts, therefore no additional revenue is recognised.

NOTE 4. SHARE CAPITAL & DISTRIBUTION

The share capital of the Company is represented by 1,400,012,517 ordinary shares (30 June 2021: 1,400,012,517) issued and fully

paid. The weighted average number of shares on issue during the year, on both a basic and diluted basis, was 1,366,520,442

(2021: 1,361,269,425). These shares do not have a par value, have equal voting rights and share equally in dividends and any

surplus on winding up.

202 2 Number

of shares

(M)

202 2

$M

2021 Number

of shares

(M)

202 1

$M

Treasury shares

Balance at the beginning of the year 39 100 39101

Disposal of treasury shares (20) (50)–(1)

Balance at the end of the year 19 50 39 100

Cents per share

2022

$M

202 1

$M

Dividends declared and paid

Final dividend for 20209.4– 128

Interim dividend for 20216.8– 93

Final dividend for 202110.2139–

Interim dividend for 20228.0109 –

248 221

In February 2022, the Company announced a Dividend Reinvestment Plan ("DRP") that applied for the first time to the 2022

interim dividend. The DRP resulted in the transfer of 2,805,568 treasury shares to shareholders that elected to reinvest the net

proceeds of cash dividends payable, and a further transfer of 16,737,813 treasury shares to an underwriter.

No imputation credits are available at 30 June 2022 (2021: $nil) as the imputation credit account has a deficit of $39 million

(2021: deficit of $21 million). The imputation credit account is required to have a surplus balance at 31 March each year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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N OT E 5. TA X AT IO N

202 2

$M

2021

$M

Income Tax

(i) Tax expense

Profit before tax510173

Prima facie tax expense at 28% on the profit before tax(143)(48)

Adjusted for the tax effect of the following items:

• share of associates’ and joint ventures’ tax paid earnings 16

• capital gain10611

• other differences(5)(1)

Tax expense attributable to profit from ordinary activities(41)(32)

Represented by:

Current tax expense(91)(66)

Deferred tax recognised in the income statement5034

The effective tax rate for the financial year is 8% (30 June 2021: 18%), however after adjustment to the profit before tax for

the non-taxable gain on disposal of shares in Tilt Renewables Limited, the effective tax rate is 29% (30 June 2021: 24% after

adjustment for non-taxable gain on sale of Hudson Ranch).

The income tax expense charged to the income statement includes both the current year’s provision and the income tax effect of:

• taxable temporary differences, except those arising from initial recognition of goodwill; and

• deductible temporary differences to the extent that it is probable that they will be utilised.

Deferred Tax

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax and accounting bases

of the assets and liabilities. A deferred tax asset is only recognised to the extent that there will be future taxable profit to utilise the

temporary difference.

Property, plant and equipment is held on capital account for income tax purposes. Where assets are revalued, with no similar

adjustment to the tax base, a taxable temporary difference is created that is recognised in deferred tax.

Assets

202 2 $M


Assets

2021 $M

Liabilities

202 2 $M

Liabilities

2021 $M

Net

202 2 $M

Net

2021 $M

(i) Recognised deferred tax assets and liabilities

Property, plant and equipment––(1,759) (1,498)(1,759) (1,498)

Financial instruments– 97 (16)–(16)97

Employee benefits and provisions 3 3––33

Other1935––1935

22135(1,775) (1,498)(1,753)(1,363)

Property,

plant and

equipment

$M

Financial

instruments

$M

Employee

entitlements

$M

Other

$M

Total

$M

(ii) Movement in deferred tax

Balance as at 1 July 2020 (1,261) 27 3 31 (1,200)

Charged/(credited) to the income statement 26 8––34

Charged/(credited) to other

comprehensive income (263)62–4(197)

Other movements–––––

Balance as at 30 June 2021 (1,498)973 35(1,363)

Balance as at 1 July 2021 (1,498)97335(1,363)

Charged/(credited) to the income statement2528–(3)50

Charged/(credited) to other

comprehensive income(80)(16)–(3)(99)

Deferred tax associated with the acquisition of

Tilt and Trustpower(206)(125)–(7)(338)

Other movements–––(3)(3)

Balance as at 30 June 2022(1,759)(16)319(1,753)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 6. INVENTORIES

Cost of consumable stores is determined on a weighted average basis and includes expenditure incurred in acquiring consumable

stores and bringing them to their final condition and location. Consumable stores of $29 million (2021: $24 million) include

consumables held to service and repair operating plants and finished goods relating to the retail business.


Inventories also include carbon units (NZUs) which management has identified as held for sale, the Group applies the broker-

trader measurement exemption in NZ IAS 2. These are initially recognised at cost, then subsequently revalued and measured at

fair value less cost to sell. When there is a change in fair value, the gain or loss on revaluation is recognised in profit or loss in the

period of the change. Carbon units worth $65 million relating to 854k units (2021: $nil) are held for sale.

During the year, the Group recognised total revenue of $27 million from the sale of carbon units.

202 2

$M

2021

$M

Consumable Stores 2924

Carbon Units - at fair value less cost to sell 65–

Inventories 94 24

Trading Goods - at fair value less cost to sell

Units

'000

Value

$M

Opening Balance - 1 July 2021––

Transferred from Intangibles Assets68526

Purchases1,28488

Amounts recognised in profit or loss(1,115)(52)

Revaluation movement–3

Closing Balance - 30 June 202285465

NOTE 7. PROPERTY, PLANT & EQUIPMENT

Generation

assets at

fair value

$M

Other assets

at cost

$M

Right-of-use

assets

$M

Capital work in

progress at cost

$M

Total

$M

YEAR ENDED 30 JUNE 2021

Opening net book value 5,575 48442315,898

Additions–––209209

Transfers503–(53)–

Disposals(15)–––(15)

Net revaluation movement938–––938

Depreciation charge

for the year(186)(12)(4)–(202)

Closing net book value6,36239403876,828

Balance at 30 June 2021

Cost or valuation6,362116563876,921

Accumulated depreciation–(77)(16)–(93)

Net book value6,36239403876,828

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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Generation

assets at fair

value $M

Other assets

at cost $M

Right-of-use

assets $M

Capital work in

progress at cost

$MTotal $M

YEAR ENDED 30 JUNE 2022

Opening net book value 6,362 39 403876,828

Additions––26128154

Additions in relation to

the acquisition of Tilt

New Zealand assets 1,026–16–1,042

Additions in relation to

the acquisition of Trustpower

retail business–1822141

Transfers 302 5–(307)–

Disposals(5)(2)––(7)

Net revaluation movement293–––293

Depreciation charge

for the year (255)(9)(7)–(271)

Closing net book value7,72351972098,080

Balance at 30 June 2022

Cost or valuation7,7231371202098,189

Accumulated depreciation–(86)(23) – (109)

Net book value7,72351972098,080

ASSETS CARRYING VALUES

The cost of property, plant and equipment purchased comprises the consideration given to acquire the assets plus other directly

attributable costs incurred in bringing the assets to the location and condition necessary for their intended use.

The cost of property, plant and equipment constructed by the Group, including capital work in progress, includes the cost of all

materials used in construction, associated direct labour and an appropriate proportion of variable and fixed overheads. Costs

incurred in obtaining resource consents are capitalised and recognised as a non-current asset where it is probable they will give

rise to future economic benefits. These costs are depreciated over the life of the consent on a straight-line basis. Financing costs

attributable to a project are capitalised at the Group’s specific project finance interest rate where these meet certain time and

monetary materiality limits. Costs of testing whether the assets are functioning properly are also capitalised. Costs cease to be

capitalised as soon as an asset is ready for productive use.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

Generation plant and equipment is measured at fair value less accumulated depreciation. Any surplus on revaluation is

transferred directly to the asset revaluation reserve unless it offsets a previous decrease in value recognised in the income

statement, in which case it is recognised in the income statement. A deficit on revaluation is recognised in the income statement

in the period it arises where it exceeds any surplus previously transferred to the asset revaluation reserve. Any accumulated

depreciation and impairment at the date of the revaluation is eliminated against the gross carrying amount of the asset and

the net amount is restated to the revalued amount of the asset. Additions to property, plant and equipment stated at valuation

subsequent to the most recent valuation are recorded at cost. All other items of property, plant and equipment are recorded at

cost less depreciation and impairments.

Right-of-use assets constitute properties, land royalties, office equipment and transmission equipment and represents the

Group's right to use those underlying assets as a lessee under lease agreements. In line with IFRS 16, all leases are recognised on

the balance sheet. Lease payments are recorded as a repayment of the lease obligation and interest expense. Lease assets are

depreciated on a straight line basis over the current lease term. The Group has recognised lease assets and lease liabilities at the

present value of future lease payments for existing lease terms and all lease renewal options that are reasonably certain to be

exercised. The weighted average incremental borrowing rate applied to lease liabilities recognised in the statement of financial

position was 5.27% (2021: 5.01%). The group's lease interest and lease liability are disclosed in note 2 and note 12, respectively.

As at 30 June 2022, the capital work in progress balance is elevated due to the Group's construction of its Turitea windfarm.

The north section of the windfarm commenced its operations in December 2021 and the south section is expected to be

commissioned in June 2023.

ASSETS CARRIED AT FAIR VALUE

All generation assets shown at valuation (except Resource Management Act consents) were revalued using a net present value

methodology by PricewaterhouseCoopers, an independent valuer, as at 30 June 2022. This resulted in an increase to the carrying

value of the Group’s hydro, geothermal and wind generation assets of $139 million, $1 million and $153 million respectively in

the current year. This is in addition to the $938 million revaluation increase recognised across the Group’s hydro and geothermal

generation assets in 2021. As a consequence of the revaluation, accumulated depreciation on these generation assets has been

reset to nil.

The key assumptions used in the valuation include the forecast of the future wholesale electricity price path, generation volume,

projected operational and capital expenditure, and asset life assumptions and discount rates. In all cases there is an element of

judgement required as valuations make use of unobservable inputs including wholesale electricity prices over time of between

$74/MWh and $145/MWh (2021: $74/MWh and $180/MWh), average operational expenditure of $204 million p.a. (2021: $171

million p.a.), net average production volumes of 8,362 GWh p.a. (2021: 6,703 GWh p.a.), a post-tax discount rate of between 5.6%

and 6.0% for wind assets backed by long-term Power Purchase Agreements and between 6.5% and 6.9% for other assets (2021:

6.2% to 6.6%). The valuation also assumes the on-going operation of New Zealand Aluminium Smelter Limited at Tiwai Point, no

material changes to the wholesale market regulatory regime, hydro and geothermal fuel supply being sustained over the modelled

horizon and no material changes to generation consent conditions. The discounted cash flow valuation approach assumes 100%

control and consequently a control premium should be applied if using an equity valuation technique to derive comparative asset

values.

NOTE 7. PROPERTY, PLANT & EQUIPMENT (CONTINUED)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

NOTE 8. INTANGIBLE ASSETS

Intangible

software

$M

Acquired

brand

$M

Rights

$M

Emissions

units

$M

Work in

progress

$M

Total

$M

YEAR ENDED 30 JUNE 2021

Opening net book value 25 –18 23 470

Additions––– 37 1956

Transfers 16 –––(16)–

Disposals––––––

Amortisation for the year (17)– (2)––(19)

Closing net book amount 24 –16607107

BALANCE AT 30 JUNE 2021

Cost 135 – 34 607236

Accumulated amortisation (111)– (18)––(129)

Net book value 24 –16607107

YEAR ENDED 30 JUNE 2022

Opening net book value24–16607107

Additions–––92635

Additions in relation to the Trustpower

retail acquisition1118––231

Transfers17––(27)(17)(27)

Disposals––––––

Surrendered Units–––(1)–(1)

Amortisation for the year(20)(1)(1)––(22)

Closing net book amount3217154118123

BALANCE AT 30 JUNE 2022

Cost16318344118274

Accumulated amortisation(131)(1)(19) – – (151)

Net book value3217154118123

NOTE 7. PROPERTY, PLANT & EQUIPMENT (CONTINUED)

The following table outlines the valuation impact of changes to assumptions, keeping all other valuation inputs constant, that the

valuation is most sensitive to.

SensitivityValuation impact

202 2 $M2021 $M

Future wholesale electricity price path+/- 10%$1,201 / ($1,201)$1,044 / ($1,044)

Discount rate+/- 0.5%($733) / $894($711) / $892

Operational expenditure+/- 10%($341) / $341($289) / $289


The carrying amount of revalued generation assets, had they been recognised at cost, would have been $2,514 million

(2021: $1,911 million).

Depreciation

Depreciation is calculated on a straight-line basis on all property, plant and equipment other than freehold land, capital work in

progress and exploration assets, so as to write down the assets to their estimated residual value over their expected useful lives.

The annual depreciation rates are as follows:

202 22021

Office fixture and fittings, including fit-out2-33%2-50%

Generation assets1-20%1-33%

Computer hardware and tangible software5-33%5-50%

Other plant and equipment2-33%2-50%

Vehicles5-33%5-33%

Right of use assets2-50%2-33%

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NOTE 8. INTANGIBLE ASSETS (CONTINUED)

Software

Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use. These costs are

amortised over their estimated useful lives of 1 - 15 years (2021: 2 - 15 years). If costs incurred to configure or customise software-

as-a-service arrangements result in the creation of a resource which is identifiable, and where the Group has the power to obtain

the future economic benefits flowing from the underlying resource and to restrict the access of others to those benefits, such

costs are recognised as a separate intangible software asset and amortised over the useful life of the software on a straight-line

basis. If costs do not meet the recognition criteria, they are expensed when incurred. As these assets are deemed to have a finite

life, impairment testing will only be performed when there is an indication that the intangible asset may be impaired.

Acquired Brand

As part of the acquisition of the Trustpower retail business, the Group allocated part of the purchase price to the Trustpower

brand acquired.

Rights

Rights, of which land access rights are the most significant, acquired to further the Group's generation development programme

are stated at cost less accumulated amortisation and any accumulated impairment losses. Rights, which have a finite life, are

amortised over the life of the rights, which range from 5 to 60 years (2021: 3 to 60 years). Testing for impairment will only arise

when there is an indication that the asset may be impaired.

Carbon Units & Emissions Obligations

Carbon units that have been allocated by the Government under the Projects to Reduce Emissions scheme are recorded at

nominal value (nil value). Purchased carbon units are recorded at cost (purchase price). At 30 June 2022, the Group held a total

of 1,676,497 units within intangible assets. Carbon units, when allocated or purchased for purposes other than trading units, are

recorded as intangible assets and are not revalued subsequent to initial recognition.

Carbon units that are surrendered to creditors in compensation for their emissions obligations are recognised as an expense in

the income statement and a reduction to intangible assets in the balance sheet, based on the weighted average cost of the units

surrendered.

Emissions obligations are recognised as a current liability as the obligation is incurred. Up to the level of units held, the liability is

recorded at the carrying value of those units intended to settle the liability. Forward contracts for the purchase of carbon units are

recognised when the contracts are settled.

The Group also began trading in carbon units, which led to the transfer of units identified as trading units to inventories. Please

refer to note 1 for the accounting policy for carbon units identified for trading.

NOTE 9. INVESTMENT IN AND ADVANCES TO ASSOCIATES AND JOINT ARRANGEMENTS

(JOINT VENTURES AND JOINT OPERATIONS)

The Group financial statements include the following:

Interest held

Name of entityPrincipal activityType202 22021Country

TPC Holdings LimitedInvestment holdingAssociate25.00%25.00%New Zealand

Tilt Renewables Limited

Electricity generation

and developmentAssociate–19.96%New Zealand

NOW New Zealand LimitedBroadband ISPAssociate48.46%48.46%New Zealand

RotokawaSteamfield operationJoint operation64.80%64.80%New Zealand

Ngā Awa PūruaElectricity generationJoint operation65.00%65.00%New Zealand

EnergySource LLCInvestment holdingJoint venture20.86%20.86%United States

EnergySource Minerals LLCMineral extractionJoint venture18.99%20.84%United States

AssociatesJoint ventures

202 2 $M2021 $M202 2 $M2021 $M

Balance at the beginning of the year773289 –

Additions during the year–11–6

Share of earnings(2)16(3)6

Share of movement in other comprehensive income and reserves(2)28––

Distributions received during the year(6)(58)–(3)

Reclassification to held for sale–(248)––

Balance at the end of the year677769

At the end of the year the Group had outstanding advances to its Rotokawa joint venture partner in the amount of $4 million

(2021: $5 million) and its associate TPC Holdings Limited of $4 million (2021: $4 million). For terms and conditions of these

related party receivables refer to note 16.

Mercury accounts for its interest in EnergySource LLC and EnergySource Minerals LLC as joint ventures and applies the equity

method under NZ IAS 28

Investments in Associates and Joint Ventures.

Subsequent to the reclassification of the investment holding in Tilt Renewables to held for sale in the last financial year, the

disposal was completed on 2 August 2021.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 10. RECEIVABLES, PAYABLES & ACCRUALS

202 2 $M2021 $M

RECEIVABLES

Trade receivables and accruals476312

Allowance for credit loss(5)(1)

Net trade receivables and accruals471311

Prepayments2110

492321

Trade receivables are measured at amortised cost using the effective interest method. Customers are typically invoiced on a

monthly basis. Large commercial and industrial customers are billed on a calendar month basis, while for most mass market

customers billing occurs on a rolling cycle each month and over the year. Revenue accruals for unbilled telecommunication

services, unread gas and electricity meters at balance date involves an estimate of consumption for each unread meter based on

past consumption history. Generation revenue is derived mostly from generation sales to the New Zealand wholesale market at

the prevailing spot price at the grid injection point. Revenue is invoiced by the Wholesale Market Clearing Manager on a calendar

month basis reflecting actual metered generation at the stations.

Trade receivables are non-interest bearing and are generally on 30 day terms for large commercial and industrial customers and

mass market customers are on 20 day terms. For terms and conditions of related party receivables refer to note 16.

The Group recognises an allowance for impairment loss when there is objective evidence that the Group will not be able to collect

amounts due according to the original terms of the receivable. An allowance charge of $1 million (2021: $1 million) was recognised

during the year. Receivables of $1 million (2021: $2 million) which were deemed uncollectable were written off.

The Company applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance

for all trade receivables, with impairment being recognised in the income statement and a corresponding provision on the balance

sheet.

To measure the expected credit losses, trade receivables have been grouped based on days past due. The expected loss rates are

based on the historical credit losses in prior periods, adjusted for any significant known amounts that are not receivable. Separate

loss rate models are maintained in relation to customers on Mercury contracts from those on Trustpower contract and the table

below is a combined hybrid to show combined losses.

The following table details the loss allowance at 30 June 2022:

1-30 days

past due

31-60 days

past due

>60 days

past dueTotal

Expected loss rate%4%28%69%

Gross carrying amount – trade receivables$M141621

Expected credit loss$M––55

202 2 $M2021 $M

Movements in the allowance for credit loss were as follows:

Balance at the beginning of the year12

Allowance recognised on acquisition of Trustpower retail business4–

Charge for the year11

Amounts written off(1)(2)

Balance at the end of the year51

202 2 $M2021 $M

Payables and accruals

Trade payables and accruals372293

Employee entitlements87

Sundry creditors3221

412321

Trade payables are non-interest bearing and are normally settled on 30 to 60 day terms.

Customer Assets and Costs

Mercury currently offer customers incentives such as appliances and modems to enter into contracts for electricity and

telecommunication services. Under NZ IFRS 15 theses incentives are considered performance obligations and a proportion of the

revenue expected to be received over the contract period is allocated to these goods based on their stand alone selling price. The

revenue allocated to these goods is recognised immediately in the income statement with corresponding contract assets recorded

on the balance sheet, reflecting Mercury’s right to future revenue not yet billed. Contract assets are then amortised to the income

statement over the contract period as the future consideration is billed.

Customer incentives such as credits and discounts provided to customers for entering contracts are also recognised initially on

the balance sheet as contract assets. The cost associated with the provision of these incentives is then amortised to the income

statement over the contract period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

MERCURY ANNUAL REPORT 2022
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NOTE 10. RECEIVABLES, PAYABLES & ACCRUALS (CONTINUED)

Contract costs are primarily costs incurred to obtain and retain customer contracts (such as sales commission costs) . These costs

are recognised on the balance sheet as contract costs and are amortised on a straight-line basis over the expected average mass

market customer tenure. The following summarises significant changes in contract asset and contract costs balances:

CONTRACT ASSETS202 2 $M2021 $M

Opening Balance––

Additions4–

Additions recognised on acquisition of Trustpower retail business29–

Amortisation to profit or loss(6)–

Closing balance27–

Current portion18–

Non-current portion9–

27–

CONTRACT COSTS202 2 $M2021 $M

Opening Balance22

Additions32

Amortised to operating expenses(2)(2)

Closing balance32

Current portion22

Non-current portion1–

32

NOTE 11. PROVISIONS

202 2 $M2021 $M

Balance at the beginning of the year8674

Provisions made during the year–13

Provisions used during the year–(4)

Provisions reversed during the year(8)–

Discounting movement33

Balance at the end of the year8186

Current – –

Non-current8186

8186

Provisions have been recognised for the abandonment and subsequent restoration of areas from which geothermal resources

have been utilised. The provision is calculated based on the present value of management's best estimate of the expenditure

required, and the likely timing of settlement. Changes in these estimates made during the year are reported as an increase in

provisions and a reduction in revaluation reserves. The increase in provision resulting from the passage of time (the discount

effect) is recognised as an interest expense. The wells are estimated to have an average useful life of 19 years.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

MERCURY ANNUAL REPORT 2022
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NOTE 12. BORROWINGS

Borrowing currency

denominationMaturity Coupon 202 2 $M2021 $M

Bank facilitiesNZD

Dec-2022 -

Aug-2025Floating226–

Commercial paper programmeNZD< 3 monthsFloating255160

Wholesale / credit wrapperNZDSep-2021Floating– 300

USPP – US$30mUSDDec-20224.35%39 39

Wholesale bondsNZDMar-20235.79%25 26

USPP – US$45mUSDDec-20254.60%59 59

Green retail bondsNZDSep-20262.16%201 201

Green retail bondsNZDSep-20271.56%201 201

Green wholesale bondsAUDNov-20282.92%208–

Green wholesale bondsNZDOct-20301.92%147146

Capital bondsNZDJul-20493.60%302302

Capital bondsNZDMay-20525.73%252–

Lease liabilities12064

Deferred financing costs(9)(6)

Fair value adjustments(70)(1)

Carrying value of loans1,9561,491

Current561471

Non-current1,3951,020

1,9561,491

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at

amortised cost, with the exception of the USPP, capital bonds (MCY050) and Green bonds, a portion of which is measured at fair

value through profit or loss.

Current borrowings include all drawn bank facilities, borrowings with a contractual maturity of less than one year, accrued interest

of $7 million (30 June 2021: $4 million) and current lease liabilities of $9 million (30 June 2021: $5 million).

The Group has $750 million of committed and unsecured bank loan facilities as at 30 June 2022 (30 June 2021: $500 million).

A $440 million bank facility agreement was entered into to fund the acquisition of Trustpower’s retail business as detailed in Note

1, the facility limit was reduced to $100 million and was fully drawn as at 30 June 2022.

The Company has a $400 million Commercial Paper programme which is fully backed by committed and undrawn bank

facilities. Notes issued under the programme are short-term money market instruments, unsecured and unsubordinated and

targeted at professional investors. The programme is rated A2 by S&P Global.

Following the establishment of the Green Financing Framework in August 2020 and the issuance of $550 million of green bonds

in FY21, on 17 November 2021 Mercury issued AU$200 million (NZ$207 million) of 7-year unsecured, unsubordinated fixed rate

(2.918%) green bonds. Mercury has tracked the $757 million of green bond proceeds in accordance with the Green Financing

Framework. On 13 May 2022 Mercury issued $250 million of new unsecured, subordinated, redeemable 30-year capital bonds

(MCY050). The MCY050 bonds are due to expire on 13 May 2052 and have an initial fixed interest rate of 5.73% per annum. The

interest rate resets on 13 May 2027 and every 5 years thereafter.

The Group has entered into a Master Trust Deed and Supplementary Trust Deeds for all its NZD denominated Senior Fixed and

Floating Rate Bonds with the New Zealand Guardian Trust Group Limited, acting as trustee for the holders. The Group has agreed,

subject to certain exceptions, not to create or permit to exist a security interest over or affecting its assets to secure indebtedness,

and to maintain certain financial covenants. There has been no breach of the terms of these deeds.

The Group has entered into a negative pledge deed in favour of its bank financiers in which the Group has agreed, subject to

certain exceptions, not to create or permit to exist a security interest over or affecting its assets to secure its indebtedness, and

to maintain certain financial ratios in relation to the Group. These undertakings and covenants also apply to the US Private

Placement terms and conditions. There was no breach of the terms of this deed or the terms and conditions of the US Private

Placement.

The Group has entered into various lease contracts for the right to use land & buildings and office equipment and is also deemed

to be a lessee of transmission equipment.

Subsequent to 30 June 2022, Mercury has executed a new $25 million bank facility and amended an existing bank facility. Total

committed facilities available remain unchanged at $750 million.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

MERCURY ANNUAL REPORT 2022
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NOTE 13. FINANCIAL RISK MANAGEMENT

The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to proactively

manage these risks with the aim of protecting shareholder wealth. Exposure to price, credit, foreign exchange, liquidity and interest

rate risks arise in the normal course of the Group's business. The Group's principal financial instruments comprise cash and

cash equivalents, trade receivables and accruals (not prepayments), advances, payables and accruals, borrowings and derivative

financial instruments.

(A) MARKET RISK

Price Risk – Electricity Contracts

The Group enters into electricity contracts that establish a fixed price at which future quantities of electricity are purchased and

sold. The electricity contracts are periodically settled with any difference between the contract price and the electricity spot price

settled between the parties. At balance date, the notional value of electricity contracts, including both buy and sell contracts,

with remaining terms of up to 31 years (2021: 4 years), were $3,367 million (2021: $1,561 million). The increase in number of years

and notional values are associated with contracts entered into as part of the Tilt New Zealand operations and Trustpower retail

business acquisitions.

Foreign Exchange Risk

The Group is exposed to foreign exchange risk as a result of transactions denominated in a currency other than the Group's

functional currency. The currencies giving rise to this risk are primarily US Dollar, Japanese Yen, Euro, Yuan and AU Dollar.

Foreign exchange risk arises from future commercial transactions (including the purchase of capital equipment and maintenance

services), recognised assets and liabilities (including borrowings) and net investments in foreign operations. It is the Group's policy

to enter into forward exchange contracts to hedge its committed foreign denominated expenditure programme. At balance date

the notional or contract amounts of foreign currency forward exchange contracts were $49 million (2021: $17 million).

Interest Rate Risk

The Group has exposure to interest rate risk to the extent that it borrows for fixed terms at floating interest rates. The Group uses

interest rate swaps and interest rate options to manage this exposure. At balance date, the contract notional amount of interest

rate swaps outstanding (including forward starts) was $2,067 million (2021: $1,865 million).

Sensitivity Analysis

The following summarises the potential impact of increases or decreases in the relevant market risk exposures of the Group on

post tax profit and on other components of equity. The analysis does not take into account dynamic market response over time,

which could be material.

Price Risk

Sensitivity analysis is based on an assessment of the reasonably possible movements in forward price.

Impact on post tax profitImpact on equity

202 2 $M2021 $M202 2 $M2021 $M

Group

Electricity forward price increased by 10%453(69)(56)

Electricity forward price decreased by 10%(40)(3)7056

Foreign Exchange Risk

Sensitivity analysis is based on the impact of the New Zealand Dollar weakening or strengthening against the most significant

currencies for which the Group has foreign exchange exposure, allowing for reasonably possible movements in foreign exchange

rates over a one year period based on the average actual movements experienced over the prior 10 years. All known foreign

exchange exposures are hedged in accordance with Mercury’s Treasury Policy. As such, Mercury expects no material impact on

post tax profit from movement in foreign exchange rates.

Impact on equity

202 2 $M2021 $M

New Zealand Dollar – Euro

Currency strengthens by 10% –(1)

Currency weakens by 10% 11

New Zealand Dollar – USD

Currency strengthens by 10%(2)–

Currency weakens by 10%2–

New Zealand Dollar – JPY

Currency strengthens by 10%(1)–

Currency weakens by 10%1–

New Zealand Dollar – AUD

Currency strengthens by 10%–17

Currency weakens by 10%–(20)

Interest Rate Risk

It is the Group's policy to apply hedge accounting to seek to reduce profit or loss volatility. For floating rate borrowings, a portion

is fixed using interest rate swaps and hedge accounted with changes in fair value of swaps going through other comprehensive

income. For fixed rate borrowings, the Group enters into interest rate swaps to move a portion equivalent to the swap rate to

floating. Wholesale and capital bonds are measured at amortised cost, with fair value movement of interest rate swaps recognised

in the income statement. The swap rate component of the Green bonds, USPP and AMTN is measured at fair value, and hedge

accounted with changes in fair value of both debt and interest rate swaps recognised in the income statement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

MERCURY ANNUAL REPORT 2022
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NOTE 13. FINANCIAL RISK MANAGEMENT (CONTINUED)

Sensitivity analysis is based on an assessment of the reasonably possible movement in the 10 year swap rate over a one year

period based on actual movements over the last 10 years. The movement in post tax profits are due to higher/lower interest costs

from variable rate debt and cash balances combined with the result of fair value changes in interest rate swaps and options that

are valid economic hedges but which do not qualify for hedge accounting under NZ IFRS 9. The movements in other components

of equity result from fair value changes in interest rate swaps and options that have qualified for hedge accounting.

Impact on post tax profitImpact on equity

202 2 $M2021 $M202 2 $M2021 $M

Interest rates higher by 100 bps (31)(33)1114

Interest rates lower by 100 bps3335(11)(15)

(B) CREDIT RISK

The Group manages its exposure to credit risk under policies approved by the Board of Directors. The Group performs credit

assessments on all mass market customers and normally requires a bond from commercial customers who have yet to establish

a suitable credit history. Customer bonds are held in a separate bank account.

It is the Group's policy to only enter into derivative transactions with banks that it has signed an ISDA master agreement with, and

which have a minimum long-term S&P Global's (or Moody's equivalent) credit rating of A- or higher.

With respect to energy contracts, the Group has potential credit risk exposure to the counterparty dependent on the current

market price relative to contracted price until maturity.

In the event of a failure by a retailer to settle its obligations to the Energy Clearing House, following the exhaustion of its prudential

security, a proportionate share of the shortfall will be assumed by all generator class market participants. The Group would be

impacted in the event that this occurs.

The carrying amounts of financial assets recognised in the balance sheet best represent the Group's maximum exposure to credit

risk at the reporting date without taking account of any collateral held by way of customer bonds.

(C) LIQUIDITY RISK

The Group manages its exposure to liquidity risk under policies approved by the Board of Directors. Policies require that prescribed

headroom is available in undrawn and committed facilities to cover unplanned needs and that a limited amount of facilities

mature over the immediate 12 month forward-looking period. The Group's objective is to maintain a balance between continuity

of funding and flexibility through the use of various funding sources.

Non-derivative Financial Liabilities

The following liquidity risk disclosures reflect all contractually fixed payoffs, repayments and interest from recognised non-

derivative financial liabilities. The timing of cash flows for non-derivative financial liabilities is based on the contractual terms of

the underlying contract. It should be noted that the amounts presented are contractual undiscounted cash flows, consequently

the totals will not reconcile with the amounts recognised in the balance sheet.

While the tables below give the impression of a liquidity shortfall, the analysis does not take into account expected future

operating cash flows or committed and undrawn debt facilities that will provide additional liquidity support.

Less than

6 months

$M

6 to 12

months

$M

1 to 5

years

$M

Later than

5 years

$M

Total

$M

30 JUNE 202 2

Liquid financial assets

Cash and cash equivalents65 – – – 65

Receivables489 – 3 – 492

554 – 3 – 557

Financial liabilities

Payables and accruals(400) – (12) – (412)

Loans(545)(49)(454)(1,918)(2,966)

Lease liabilities(7)(7)(58)(99)(171)

(952)(56)(524)(2,017)(3,549)

Net outflow(398)(56)(521)(2,017)(2,992)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 13. FINANCIAL RISK MANAGEMENT (CONTINUED)

Less than 6

months

$M

6 to 12

months

$M

1 to 5

years

$M

Later than

5 years

$M

Total

$M

30 JUNE 2021

Liquid financial assets

Cash and cash equivalents 163 – – – 163

Receivables318 – 3 – 321

481 – 3 – 484

Financial liabilities

Payables and accruals(318) – (3) – (321)

Loans(475)(14)(223)(1,251)(1,963)

Lease liabilities (4) (4) (33)(41)(82)

(797)(18)(259)(1,292)(2,366)

Net outflow(316)(18)(256)(1,292)(1,882)

Derivative Financial Liabilities

The table below details the liquidity risk arising from derivative liabilities held by the Group at balance date. Net settled derivatives

include interest rate derivatives and electricity price derivatives. Gross settled derivatives relate to foreign exchange derivatives

that are used to hedge future purchase commitments. Foreign exchange derivatives may be rolled on an instalment basis until

the underlying transaction occurs. While the maturity of these derivatives are short-term the underlying expenditure is forecast to

occur over different time periods. The table also summarises the payments that are expected to be made in relation to derivative

liabilities. The Group also expects to receive funds relating to derivative asset settlements. The expectation of cash receipts in

relation to derivative assets should also be considered when assessing the ability of the Group to meet its obligations.

Less than

6 months

$M

6 to 12

months

$M

1 to 5

years

$M

Later than

5 years

$M

Total

$M

30 JUNE 202 2

Derivative liabilities – net settled(135)(139)(388)(6)(668)

Derivative liabilities – gross settled

• Inflows51–––51

• Outflows(49)–––(49)

Net maturity(133)(139)(388)(6)(666)

Less than

6 months

$M

6 to 12

months

$M

1 to 5

years

$M

Later than

5 years

$M

Total

$M

30 JUNE 2021

Derivative liabilities – net settled(172)(90)(232)(16)(510)

Derivative liabilities – gross settled

• Inflows18–––18

• Outflows(17)–––(17)

Net maturity(171)(90)(232)(16)(509)

(D) FAIR VALUE ESTIMATION

Fair Values

The carrying amount of financial assets and liabilities recorded in the financial statements approximates their fair values at 30

June 2022 except for those detailed in the table below. Fair values are based on quoted market prices and inputs for each bond

issue.

202 2 $M2021 $M

Fixed Rate Wholesale Bond2627

Fixed Rate Wholesale Green Bond115137

Fixed Rate Retail Bond349393

Floating Rate Bonds–300

Capital Bonds542307

US Private Placement (USPP)122118

Australian Medium Term Note (AMTN)192–

Valuation Techniques

The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:

• Level 1 - the fair value is calculated using quoted prices in active markets;

• Level 2 - the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or

liability, either directly (as prices) or indirectly (derived from prices); and

• Level 3 - the fair value is estimated using inputs that are not based on observable market data.

As at 30 June 2022 all of the Group's financial instruments carried at fair value were categorised as level 2, except for some

electricity price derivatives. Electricity price derivative assets of $48 million were categorised as level 1 (2021: $49 million) and

$592 million were categorised as level 3 (2021: $111 million). Electricity price derivative liabilities of $46 million were categorised as

level 1 (2021: $54 million) and $498 million were categorised as level 3 (2021: $370 million).

Financial instruments that are measured using a valuation technique with only observable market inputs, or unobservable inputs

that are not significant to the overall valuation, include interest rate derivatives and foreign exchange derivatives not traded on a

recognised exchange.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

MERCURY ANNUAL REPORT 2022
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NOTE 13. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial instruments that use a valuation technique which includes non-market observable data include non-exchange traded

electricity contracts which are valued using a discounted cash flow methodology using a combination of ASX market prices

for the first three years, combined with Management's internal view of forward prices for the remainder of the contract's term.

Management's internal view of forward prices incorporates a minimum price of $76/MWh and a maximum price of $194/MWh

(2021: minimum price of $89/MWh and a maximum price of $172/MWh) over the period in question (in real terms) and is

determined by a demand supply based fundamental model which takes account of current hydrological conditions, future inflows,

an assessment of thermal fuel costs, anticipated demand and supply conditions and future committed generation capacity.

Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument there

are two key inputs being used: the forward price curve and the discount rate. Where the derivative is an option, then the volatility

of the forward price is another key input. The selection of inputs requires significant judgement, and therefore there is a range of

reasonably possible assumptions in respect of these inputs that could be used in estimating the fair values of these derivatives.

Maximum use is made of observable market data when selecting inputs and developing assumptions for the valuation technique.

Level 3 Sensitivity Analysis

The following summarises the potential impact of increases or decreases in price risk exposures of the Group on post tax profit.

Sensitivity analysis is based on an assessment of the reasonably possible movements in forward price.

Impact on post tax profit

202 2 $M2021 $M

Group

Electricity forward price increased by 10%503

Electricity forward price decreased by 10%(45)(3)

Fair value through other

comprehensive income

Fair value through profit

or loss

202 2 $M2021 $M202 2 $M2021 $M

Reconciliation of level 3 fair value movements

Opening balance(284)(55)2526

Acquired contracts––345–

New contracts(76)(52)(12)(4)

Matured contracts30268

Gains and losses

• Through the income statement––(13)(5)

• Through other comprehensive income73(179)––

Closing balance(257)(284)35125

Level 3 fair value movements recognised within the income statement of the Group are recognised within 'change in the fair value

of financial instruments'.

Deferred ‘inception’ gains/(losses)

There is a presumption that when derivative contracts are entered into on an arm's length basis that the fair value at inception is

zero. The contract price of non exchange traded electricity derivative contracts are agreed on a bilateral basis, the pricing for which

may differ from the prevailing derived market price curve for a variety of reasons. In these circumstances an inception adjustment

is made to bring the initial fair value of the contract to zero at inception. This inception adjustment is amortised over the life of the

contract by adjusting the future price path used to determine the fair value of the derivatives by a constant amount to return the

initial fair value to zero.

The table below details the movements in inception value gains/(losses) included in the fair value of derivative financial assets and

liabilities as at 30 June.

202 2 $M2021 $M

Electricity price derivatives

Opening deferred inception gains / (losses)27(7)

Deferred inception gains on new hedges1022

Deferred inception (losses)/gains realised during the year(11)12

Closing inception gains2627

(E) CAPITAL RISK MANAGEMENT

Management seeks to maintain a sustainable financial structure for the Group having regard to the risks from predicted short and

medium-term economic, market and hydrological conditions along with estimated financial performance. Capital is managed to

provide sufficient funds to undertake required asset reinvestment as well as to finance new generation development projects and

other growth opportunities to increase shareholder value.

In order to maintain or adjust the capital structure, changes can be made to the amount paid as dividends to shareholders, capital

can be returned or injected or assets sold to reduce borrowings.

Consistent with other companies in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio is

calculated as net debt divided by total capital. Net debt is calculated as total borrowings (both current and non-current) less cash

and cash equivalents. Total capital is calculated as shareholders' equity plus net debt. The gearing ratio is calculated below:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 13. FINANCIAL RISK MANAGEMENT (CONTINUED)

202 2 $M2021 $M

Borrowings at carrying value1,9561,491

Fair value adjustments701

Less cash and cash equivalents(65)(163)

Net debt1,9611,329

Total equity4,7524,186

Total capital6,7135,515

Gearing ratio29.2%24.1%

Under the negative pledge deed in favour of its bank financiers the Group must, in addition to not exceeding its maximum

gearing ratio, exceed minimum interest cover ratios and a minimum shareholder equity threshold.

The Group seeks to maintain a debt to EBITDAF ratio of less than 3.0 times, on average through time, to maintain credit metrics

sufficient to support its credit rating on an on-going basis. For the purpose of calculating this ratio and consistent with the rating

agency treatment, adjustments are made to net debt and EBITDAF based on the definitions provided by the rating agency. For the

year ended 30 June 2022, the Group had a debt to EBITDAF ratio of 2.7 times (2021: 2.5 times).

NOTE 14. DERIVATIVE FINANCIAL INSTRUMENTS

The fair values of derivative financial instruments together with the designation of their hedging relationship are summarised

below, based on maturity date:

202 2 $M2021 $M

CURRENT ASSETS

Interest rate derivative 2315

Electricity price derivative 293103

Foreign exchange derivative3–

Cross currency interest rate derivative 92

328120

CURRENT LIABILITIES

Interest rate derivative 2824

Electricity price derivative259243

Foreign exchange derivative1–

Cross currency interest rate derivative4–

292267

NON-CURRENT ASSETS

Interest rate derivative 112

Electricity price derivative 34758

Cross currency interest rate derivative 1314

37174

NON-CURRENT LIABILITIES

Interest rate derivative10481

Electricity price derivative285182

Cross currency interest rate derivative11–

400263

It is the Group's policy to apply hedge accounting to reduce volatility in profit, and where possible, derivatives are hedge accounted

under NZ IFRS 9 as either cash flow or fair value hedges.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

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NOTE 14. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

Interest rate and cross currency interest rate derivatives

Pay-fixed receive-floating interest rate swaps are designated as cash flow hedges in a relationship with a portion of floating rate

debt exposure. Receive-fixed pay-floating interest rate swaps are designated as fair value hedges in a relationship with the swap

rate on fixed rate bonds. Cross currency swaps are designated as both fair value and cash flow hedge relationships with the USPP

and AMTN debt (refer note 12), depending on the component of the debt being hedged: risk free (swap) rate as a fair value hedge;

credit margin as cash flow hedge.

Foreign exchange derivatives

Foreign exchange forward contracts are designated as cash flow hedges in a relationship with forecast purchases of inventory and

capital equipment, mainly for maintenance and construction of generation assets.

Electricity contracts not designated as hedges for accounting purposes

Where possible electricity price derivatives are designated as cash flow hedges in a relationship with forecast electricity sales and

purchases. Exceptions are swaps and options used for trading (electricity futures, options and financial transmission rights) as well

as:

• Tuaropaki Power Company hedge contract that settles against a moving hedge index rather than wholesale electricity prices

and the Meridian Energy virtual asset swap which hedges wholesale electricity price risk between North and South Island.

• Manawa and Waipipi hedges: although these swaps are considered to be effective economic hedges we are unable to

demonstrate their eligibility for hedge accounting as they include price reset mechanisms that refer to future prices and so

changes in fair value are being recorded in profit and loss.

• Certain contracts for difference novated to the Company as part of the transaction with Norske Skog which are not considered

to be effective hedges.

The changes in fair values of financial instruments recognised in the income statement and other comprehensive income are

summarised below:

Income statement

Other comprehensive

income

202 2 $M2021 $M202 2 $M2021 $M

Cross currency interest rate derivatives (8)(47) – –

USPP Borrowings – fair value change847 – –

–– – –

Interest rate derivatives (including Green bond fair value change)(15)(21)6641

Cross currency interest rate derivatives – margin–(1)––

Electricity price derivatives(65)(17)(8)(265)

Foreign exchange rate derivatives1–116

Ineffectiveness of cash flow hedges recognised in the income statement(3)(6)––

Total change in fair value of derivative financial instruments(82)(45)59(208)


MOVEMENT IN CASH FLOW HEDGE RESERVE

202 2 $M2021 $M

Opening balance(268)(122)

Effective portion of cash flow hedges recognised in the reserve59(208)

Amount transferred to balance sheet(1)(15)

Equity accounted share of associates’ movement in other comprehensive income115

Transfer of share of associates' reserves to profit or loss upon disposal(20)–

Tax effect of movements(16)62

Closing balance(245)(268)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 15. RECONCILIATION OF PROFIT FOR THE YEAR TO NET CASH FLOWS

FROM OPERATING ACTIVITIES

202 2 $M2021 $M

Profit for the year469141

Items classified as investing or financing activities:

• Net interest accrual1(8)

• Prudential payment recognised within total revenue–6

• Proceeds from the sale of Hudson Ranch–(41)

• Dividend income from Tilt Renewables Limited(5)–

• Gain on disposal of shares in Tilt Renewables Limited(367)–

Adjustments for:

Depreciation and amortisation293221

Amortisation of contract assets and costs to profit or loss8–

Net loss on sale of property, plant and equipment215

Change in the fair value of financial instruments8247

Movement in effect of discounting on long-term provisions53

Share of earnings of associate and joint venture companies5(22)

Close-out of electricity swap and non-cash amortisation of acquired swap value43–

Net cash provided by operating activities before change in assets and liabilities536362

Change in assets and liabilities during the year:

• Increase in trade receivables and prepayments(141)(32)

• Increase in inventories(67)(2)

• Increase in trade payables and accruals6176

• Increase/(decrease) in provision for tax13(32)

• Increase in deferred tax(50)(34)

Net cash inflow from operating activities352338

NOTE 16. RELATED PARTY TRANSACTIONS

Majority Shareholder

The majority shareholder of Mercury NZ Limited is the Government, providing it with potential influence over the Group.

Transactions cover a variety of services including energy, postal, travel and tax.

Transactions with Related Parties

The Group entered into a number of contracts with other Crown-controlled entities to hedge against wholesale electricity price

risk, the most significant being a virtual asset swap with Meridian Energy Limited which has a remaining life of 3.5 years and a

contract for difference with Genesis Energy Limited for generation produced at the Waipipi wind farm.

Mercury NZ Limited also has investments in subsidiaries, associates and joint arrangements, all of which are considered related

parties.

As these are consolidated financial statements, transactions between related parties within the Group have been eliminated.

Consequently, only those transactions between entities which have some owners external to the Group have been reported below:

Transaction value

202 2 $M2021 $M

Associates

• Management fees and service fees received1315

• Energy contract settlements received2126

• Service fees paid 41

Joint operations

• Management fees and service agreements received and paid1822

• Energy contract settlements received1036

An advance to TPC Holdings Limited of $4 million (2021: $4 million) is interest free and repayable on demand subject to certain

conditions being met.

The long-term advance to our Rotokawa Joint Venture partner of $4 million (2021: $5 million) carries a floating interest rate.

Repayments under the advance are linked to the level of receipts under the geothermal energy supply agreement. There is no

fixed repayment date, the agreement will terminate on receipt of any outstanding balances.

No related party debts have been written off, forgiven, or any impairment charge booked.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 16. RELATED PARTY TRANSACTIONS (CONTINUED)

Transaction value

202 2

$000

2021

$000

Key management personnel compensation (paid and payable) comprised:

• Directors’ fees1,030991

• Benefits for the Chief Executive and Senior Management:

Salary and other short-term benefits 6,5646,233

Termination benefits–353

Share-based payments561712

8,1558,289

At the Annual Shareholders' Meeting held on 23 September 2021, the shareholders approved an increase of annual directors' fees.

Other transactions with key management personnel

Key management personnel are those people with responsibility and authority for planning, directing and controlling the activities

of the Group. Key management personnel for the Group are considered to be the Directors and Senior Management.

A number of Directors also provide directorship services to other third party entities.

A number of key management personnel provide directorship services to subsidiaries and other third party entities as part of their

employment without receiving any additional remuneration, with exception to the Group's Chief Executive who was a member

of the Board of Directors of Tilt Renewables Limited and directly received remuneration for his directorship services until Tilt

Renewables Limited was no longer an associate of the Company and his directorship ceased. Several of these entities transacted

with the Group.

The Group purchases directors and officers insurance for the benefit of key management personnel in relation to the services they

provide to the Group.

NOTE 17. COMMITMENTS & CONTINGENCIES

Capital

Commitments202 2 $M2021 $M

Within one year 157106

One to five years 85134

Later than five years 37

245247

Capital commitments include purchases of both property, plant and equipment (PP&E) and intangibles. PP&E commitments

include contracts for construction of wind generation assets at Turitea and refurbishment of hydro generation assets at Karāpiro.

Intangible commitments are contracts to purchase New Zealand emissions trading scheme (NZ ETS) units. In the event the NZ

ETS is terminated the existing forward purchase agreements, which cover the seven year period from the end of the reporting

period, will also terminate.

Contingencies

The Group holds land and has interests in fresh water and geothermal resources that are subject to claims that have been brought

against the Government.

The Pouakani Claims Trust No 2 and a group of kaumatua have filed a claim in the Māori Land Court seeking a declaration that

certain parts of the Waikato riverbed are Māori customary land, including the riverbed beneath the Whakamaru, Maraetai I and II

and Waipapa dams. The claim has been amended to include interests in the water flowing over the riverbed. Mercury holds the

fee simple or beneficial title to those parts of Waikato riverbed beneath the Whakamaru, Maraetai I and II and Waipapa dams and

has received advice that the applicants are unlikely to succeed with a claim to customary title in that land. Mercury sought orders

striking out the claim in relation to the parts of the riverbed to which Mercury holds fee simple or beneficial title, and water. The

Court recently dismissed Mercury’s strike out application, on the basis that the matters Mercury raised should be dealt with at

trial. Mercury has challenged this decision by issuing a judicial review claim. The applicants have also filed a related claim in the

Waitangi Tribunal pursuant to the Treaty of Waitangi Act 1975, but have not yet taken any further steps in relation to that claim.

The Group holds land at Maraetai, Waikato that is subject to a remedies hearing brought against the Government in the Waitangi

Tribunal. The remedies hearing relates to an application seeking binding recommendations for the resumption of land at

Pouakani, including the Group’s land at Maraetai. A Crown Treaty settlement has been offered to Ngāti Kahungunu ki Wairarapa

Tāmaki nui-ā-Rua Settlement Trust, which the Tribunal had indicated in a preliminary finding may be an appropriate recipient

for the land (although that preliminary finding was set aside following a judicial review decision in the High Court, which remains

subject to further appeal). The Crown and Ngāti Kahungunu ki Wairarapa Tāmaki nui-ā-Rua Settlement Trust have signed a

settlement deed addressing the resumption claim. Legislation giving effect to the settlement deed has been introduced to

Parliament, but the settlement has not yet been enacted. It is not yet known whether that settlement deed will result in the

Trust and other Māori groups abandoning their claims to resumption of the land. The Group has received advice that a Tribunal

decision on the matter, should the matter be remitted to the Tribunal for reconsideration, is unlikely to impair the Group’s ability to

operate its hydro assets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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NOTE 17. COMMITMENTS & CONTINGENCIES (CONTINUED)

A separate claim by the New Zealand Māori Council relating to fresh water and geothermal resources was lodged in 2012 with the

Waitangi Tribunal. The Tribunal concluded that Māori have residual (but as yet undefined) proprietary rights in fresh water and

geothermal resources and it will be for the Government to determine how any such rights and interests may best be addressed.

The Tribunal has recently indicated its intention to progress to stage three of that inquiry, albeit the scope of stage three is still

being considered in light of the Government’s draft Natural and Built Environments Bill. The impact of this claim on the Group’s

operations is unknown at this time.

From time to time the Group will issue letters of credit and guarantees to various suppliers in the normal course of business.

However, there is no expectation that any outflow of resource relating to these letters of credit or guarantees will be required as a

consequence.

The Group has no other material contingent assets or liabilities.

NOTE 18. SHARE-BASED PAYMENTS

Long-term Incentive Plan

The Group operates an equity-settled share based long-term incentive (LTI) plan for senior executives. The plan is designed to

enhance the alignment between shareholders and those executives most able to influence the performance of the Group.

Under the plan executives are granted the shares at nil cost if certain total shareholder return targets are met. Performance is

measured against a combination of: i) other electricity generators who are listed on the NZX; and (ii) out performance against the

Group's internal return on capital hurdles. The plan is due to vest in July 2023 and July 2024.

Each LTI plan provides the board with a level of discretion and represents the grant of in-substance nil-price options to executives.

During the year the Group expensed $561,274 in relation to equity-settled share based payment transactions (2021: $711,827).

Movements in the number of share options are as follows:

202 22021

Balance at the beginning of the year 709,603 631,434

Options granted 256,152 382,997

Options expired– (34,579)

Options exercised (101,876) (270,249)

Balance at the end of the year863,879 709,603

224,730 options were exercisable at the end of the year (2021: 101,876) with the remaining options under the plan having a

weighted average life of 1.0 years (2021: 1.4 years).

NOTE 19. SUBSEQUENT EVENTS & OTHER MATTERS

The board of directors has approved a fully imputed final dividend of 12.0 cents per share to be paid on 30 September 2022, the

Company plans to continue with the DRP announced in the current financial year. The DRP strike price is to be determined by the

average of daily volume weighted average sale price for a share, calculated on all price setting trades of shares that took place

through the NZX Main Board over a period of five trading days starting on 19 September 2022, less a 2% discount.

During the year, the Group worked with the Commerce Commission after incorrectly applying early termination fees for about

2,000 customers between 2016 and 2020. The Group completed remediation in early 2021 and were charged for breaching the

Fair Trading Act following year-end. In July 2021, during the commissioning of the rebalancing works at the Rotokawa geothermal

field, a ‘water hammer’ event occurred which resulted in a loss of containment of steam. The event did not lead to any injuries.

The Group notified WorkSafe of the incident and co-operated with their investigation. Following year end Mercury was charged by

WorkSafe for breaches of health and safety legislation. The financial impact of these charges is assessed to be immaterial.

There are no other material events subsequent to balance date that would affect the fair presentation of these financial

statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

For the year ended 30 June 202 2

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66

TCFD REPORT

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TCFD REPORT.

CONTENTS.

67 INTRODUCTION

68 GOVERNANCE

70 STRATEGY

78 RISK MANAGEMENT

80 METRICS & TARGETS

PREPARED IN

ACCORDANCE WITH THE

RECOMMENDATIONS OF THE

TASK FORCE ON CLIMATE-

RELATED FINANCIAL

DISCLOSURES (TCFD).

MERCURY AND

CLIMATE CHANGE.

Climate change, actions to reduce emissions and the transition to a low carbon

economy are shaping the world around us. Our strategy anticipates that our

business will encounter both climate-related opportunities and risks. We want to

play a leading role in New Zealand's successful transition. Many of the actions we

are taking to play this leading role are featured throughout this report, such as:

• our ongoing investment in development of renewable generation at Turitea and

our broader wind pipeline, as part of the material contribution our sector will

make to support decarbonisation across the economy; and

• supporting our vulnerable customers, helping to ensure that the transition is

equitable for all consumers, including those experiencing hardship.

This specific disclosure statement provides further information on the climate-

related opportunities and risks for Mercury. It is titled a ‘TCFD report’ and we have

used that framework to guide our disclosure. For future reports, we anticipate using

the Aotearoa New Zealand Climate Standards as our framework for disclosure.

MERCURY ANNUAL REPORT 2022
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INTRODUCTION.

Over the past five years we have improved

our capability to identify, assess and manage

climate-related risks and opportunities.

Our governance approach and disclosure of

these risks and opportunities has evolved over

this period. Our integrated strategy considers

climate-related risks and opportunities, and

we have made changes to our governance

frameworks and remuneration models to

ensure that the Executive Management Team

(EMT) have appropriate oversight of, and

are actively assessing and managing, these

climate-related risks and opportunities. A

summary of the key findings in this report are:

• Material climate-related risks and

opportunities have been the subject of

regular discussion by our Board and EMT

since 2018.

• Scenario analysis completed in FY21

was revised in FY22, with two scenarios

created based on: (1) a 1.5-degree future;

and (2) a 3-degree (‘lack of meaningful

intervention’) future. We plan to participate

in development of energy sector scenarios

to support future scenario analysis.

• Based on these scenarios, we have updated

our view of climate-related opportunities

and risks that could affect our business.

• Climate-related opportunities in our

‘top 5’ include the increase in electricity

demand and consumer / investor desire for

renewable generation.

• Climate-related risks in our ‘top 5’ include

regulation that does not balance the energy

trilemma, extreme weather events and

increased temperature.

• We have broadened our disclosure on

how our strategy remains resilient to these

risks and supportive of capturing these

opportunities.

• We are currently considering the further

actions we can take to reduce our own

emissions to ensure we are doing our part

to mitigate climate change. Further details

of these actions, and the related investment

required, are likely to form the basis of our

transition plan in future years.

This section of the report contains several

forward-looking statements. We have

prepared the information in this section,

including statements as to the financial

impacts of climate change, with due care

and attention. This information is based

on numerous current assumptions about

Mercury’s present and future strategies and

the environment in which Mercury will operate

in the future. The risks and opportunities

described in this section of the report may not

eventuate. If they do, there are many factors

that could cause Mercury’s actual results or

performance to differ materially from that

described. No representation is made as to

the accuracy, completeness or reliability of

this information. Given the nature of this

information, Mercury shall not be required

to update or revise any forward-looking

statement. Nothing in this section

of the report should be interpreted as

capital growth, earnings or any other

advice or guidance.

TCFD REPORT

MERCURY ANNUAL REPORT 2022
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TCFD recommendation: Disclose the

organisation’s governance around

climate-related risks and opportunities.

The risk management framework at Mercury

supports a comprehensive approach to

risk. It encompasses financial, strategic,

environmental, operational, regulatory,

reputational, social and governance risks. This

includes identifying, assessing, and managing

climate-related risks and opportunities.

The governance structure for risk

management at Mercury is captured in the

diagram below. The responsibilities of the key

elements of this structure are summarised

in the following paragraphs, and more detail

is available in the Corporate Governance

Statement. Our GM Sustainability plays a

key role in providing advice and coordinating

Mercury’s cross-functional approach

to identifying climate-related risks and

opportunities.

a) Describe the Board’s oversight of

climate-related risks and opportunities.

Our Board has responsibility for the

strategic direction and operation of Mercury.

Responsibilities are set out in the Board

Charter, and in relation to climate change

include:

• establishing clear strategic goals with

appropriate supporting business plans and

resources

• monitoring strategy implementation,

financial performance and the integrity of

reporting

• ensuring that effective audit, risk

management and compliance systems are

in place and monitored

Climate change risks and opportunities are

currently managed, at a governance level,

through the Risk Assurance and Audit

Committee (RAAC) of the Board.

The RAAC is responsible for overseeing,

reviewing and advising the Board on our risk

management policy and processes, including

climate-related risks and opportunities. It

is made up of five independent directors

and meets at least four times per year. Our

risk management framework meets New

Zealand standard AS/NZS ISO 31000 Risk

Management – Principles and guidelines.

Our risk management framework helps

us to identify different categories of

risk – compliance risks, operational risks,

reputational risks, financial risks and people

risks. Climate-related risks show up across

many of these categories and are treated

in the same way as other risks across these

categories. More information on our risk

management framework can be found in the

Governance Statement.

GOVERNANCE.

BUSINESS

FUNCTIONS

GOVERNANCE

Establishes,

communicates and

implements risk

management

Oversees the

framework

Monitors

implementation

of framework and

tests controls

Manages day


to day risks

and controls

All Business

Units

Risk

Management

Committee

Risk Assurance


& Audit

Committee

Risk

Assurance

Officer

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MERCURY ANNUAL REPORT 2022
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In FY20, the Board updated its skills matrix to

specifically include climate change. The Board

also reviewed whether our risk management

framework supported our integrated business

planning process and whether climate-related

risks were adequately captured within this risk

management framework. Given the potential

impact of climate change across Mercury, the

Board amplified climate-related risks within

our consolidated risk register.

In FY21, the Board held an externally

facilitated deep dive into regulatory, economic

and legal aspects of climate-related risks and

opportunities. In May 2021, management

presented its first climate change scenario

analysis report and the outcome of its review

of climate-related risks and opportunities to

the RAAC.

In FY22, a cross-functional team from across

the business conducted more in-depth

scenario analysis to highlight emerging risks

and opportunities.

The Board seeks internal and external

expertise and advice relating to climate

change as required to ensure that it has up to

date information and can provide appropriate

oversight of climate-related issues. As

this area continues to evolve, the Board

and management will seek access to the

necessary expertise.

b) Describe management’s role in assessing

and managing climate-related risks and

opportunities.

One of the responsibilities of the Chief

Executive and the EMT is to develop, and

recommend to the Board, strategies to

identify, assess and manage climate-related

risks and opportunities and to foster improved

reporting and disclosure of these risks and

opportunities. This is done at least annually.

Climate risks and opportunities are also

considered in the development and review

of our strategy. They form a key element of

the market context when setting goals on a

three-yearly basis, and reviewing these each

quarter by management and the Board.

The remuneration of the Chief Executive

and the EMT is linked to Mercury’s strategic

pillars. In FY22, 15% of their short-term

performance incentive is tied to the three-

year objective to ‘play a leading role in New

Zealand’s successful transition to a low

carbon economy’, of which climate change is

a key focus.

More information on the responsibilities and

remuneration of the Chief Executive and

the Executive Management Team can be

found in our Governance Statement and

Remuneration Report.

In FY22, the EMT delivered a revised and

more detailed climate change scenario

analysis, including the annual review of

climate-related risks and opportunities.

Our management operates a Risk

Management Committee (RMC) whose

mandate is (1) to promote risk awareness and

appropriate risk management to all Mercury

people; and (2) to monitor and review risk

activities as required. Membership of the RMC

is made up of representatives from the EMT

and is chaired by the Chief Executive. The

RMC meets at least quarterly, and reviews

Mercury’s risks, including its approach to

climate-related risks and opportunities, at

least annually.

The day-to-day management of climate-

related risks and opportunities occurs

across multiple business functions,

namely Sustainability, Regulatory Affairs,

Environmental Resources, Finance, Legal,

Communications, Risk Assurance, Generation,

Portfolio and Customer.

We sought external expertise to assist with

our scenario analysis and development.

We also sought external expertise to review

our existing TCFD reporting processes and

inform future improvements, as well as legal

expertise to assist us with our submission on

the development of the XRB climate-related

disclosure standards.

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70

STRATEGY.

TCFD recommendation: Disclose the actual and

potential impacts of climate-related risks and

opportunities on the organisation’s businesses,

strategy, and financial planning where such

information is material.

a) Describe the climate-related risks and

opportunities the organisation has identified

over the short, medium, and long-term.

b) Describe the impact of climate-related

risks and opportunities on the organisation’s

businesses, strategy, and financial planning.

To help improve our understanding of climate-

related risks and opportunities over the short,

medium and long-term and to test the resilience

of our strategy, we undertake scenario analysis

on a regular basis, and will continue to refine and

adapt our process as things continue to change.

Our first scenario analysis was completed in FY21,

and in FY22 a cross-functional team from across

the business conducted scenario analysis with the

resulting scenarios described on the next pages.

METHODOLOGY

& ASSUMPTIONS.

TCFD recommends considering a scenario based

on an optimistic view of the future, where global

greenhouse gas emissions are reduced, and

temperature increases are limited to below 2 ̊C.

In FY22, we undertook detailed scenario analysis

around the focal question: “What climate-related

issues could plausibly affect Mercury by 2050?”.

The boundary for this analysis was the whole of

the organisation, including our subsidiaries. We

also considered the impacts on the upstream and

downstream phases of our value chain, that is, on our

key suppliers and partners, as well as our customers.

At this stage we have used two scenarios, anchored

as a 1.5 degree future and a 3 degree future where

there is a lack of meaningful intervention. These

act just as ‘bookend’ scenarios across physical and

regulatory risks. We are cognisant that a four scenario

approach is good practice for scenario development

and will work towards this as we refine our approach.

As part of this refinement, we will participate in the

development of a set of sector scenarios that can be

used consistently across the energy sector.

SCENARIO 1: 1.5 ̊C IN 2050

Global response to climate change has been co-

ordinated and effective at limiting warming to 1.5 ̊C

in 2050.

Significant energy sector reform has enabled

reduction in emissions and a prohibition of thermal

fuels.

There has been a significant increase in the adoption

of distributed energy resources (DERs), household

solar, batteries, electric vehicles and smart charging

infrastructure. This, along with increased conversion

of process heat, is driving strong electricity demand

growth.

The changing climate has led to slightly warmer

winters and hotter drier summers, but this has had

minimal impact on annual demand.

North Island inflows remain relatively unchanged,

while South Island inflows rise in the winter. Drought

and water scarcity issues have been addressed.

However, higher temperatures have increased the

likelihood of fire risks leading to increased outages.

Storm events increase in intensity.

The policy focus on reducing emissions has

resulted in increased challenges relating to energy

affordability.

SCENARIO 2: 3 ̊C IN 2050

Global response to climate change has lacked

co-ordination resulting in warming being limited

to 3 ̊C in 2050.

Limited energy sector reform has resulted in

ineffective decarbonisation activity. Dry-year security

of supply is still dependent on gas.

The uptake of solar, batteries, and smart charging

infrastructure is lagging and lacks a consistent

approach. There has been limited demand growth

with limited incentives to adopt electric vehicles or

convert more challenging process heat – much of

which remains dependent on thermal fuels.

The changing climate has led to warmer winters and

hotter drier summers. This has resulted in higher

summer demand with a potential shift to a summer

peak. However, this has only had a slight impact on

annual demand.

Higher temperatures have increased the likelihood

of fire risks leading to increased outages. There is

also a greater risk of longer, intense periods of both

drought and increased rainfall.

Higher dew point temperature further intensifies

storm intensity.

Policy has prioritised addressing energy affordability

over emissions reduction.

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DATA SETS & MODELS USED

Modelling has been undertaken by the

National Institute of Water and Atmospheric

Research (NIWA) for many of the physical

risks associated with a changing climate. This

modelling, and other specific studies related

to impacts on the electricity sector, have

informed this report.

The physical impacts of a changing climate on

geothermal generation have been modelled

using NIWA national climate change models,

observed temperature data and in-house

modelling software.

We have drawn on the Climate Change

Commission's final advice to the government

and the government’s Emissions Reduction

Plan to better understand how the economy,

the broader energy system and the electricity

sector will likely evolve towards net zero carbon.

In particular, the Commission’s modelling of

its “demonstration path” has influenced our

expectations of future electricity demand.

TIMEFRAMES

The focus of the scenario analysis was on the

next 30 years, to 2050. A 30-year time horizon

reflects the long life of our assets, and while

this is by no means the lifetime of our assets,

it is an important timeframe in terms of asset

refurbishment cycles. This timeframe also aligns

with New Zealand’s regulatory aspirations for

NetZero by 2050.

Risk and opportunities have been discussed

across the short (1-5 years), medium (5-10

years) and long-term (10+ years). This aligns

with Mercury’s business planning timeframes

and those required in ESG (Environmental,

Social and Governance) reporting and

disclosures.

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72

THE TOP FIVE CLIMATE-RELATED

RISKS & OPPORTUNITIES

FOR MERCURY

A comprehensive list of risks and opportunities were identified through the scenario analysis

process. In the following table, these have been broken into the top five risks and opportunities for

Mercury. A second table (on the next pages) provides details of the other risks also identified against

the TCFD categories. This is not a complete list of the climate-related risks and opportunities,

however, it captures the key risks and opportunities identified through our scenario analysis process.

As things change, these risks and opportunities will also continue to evolve.

RISKSOPPORTUNITIES

REGULATION THAT DOES NOT BALANCE

THE ENERGY TRILEMMA

EXTREME WEATHER EVENTSINCREASE IN ELECTRICITY DEMAND

RISK RATINGScenario 1:

1.5 ̊C IN 2050

Scenario 2:

3 ̊C IN 2050

Scenario 1:

1.5 ̊C IN 2050

Scenario 2:

3 ̊C IN 2050

Scenario 1:

1.5 ̊C IN 2050

Scenario 2:

3 ̊C IN 2050

DESCRIPTION

Regulation that does not consider the management of New Zealand’s

energy trilemma, with significant reforms focusing narrowly on

decarbonisation, negatively impacting security and affordability.

Physical damage to generation assets caused by flood or other extreme

weather events.

Increase in electricity demand from significant electrification of transport,

industrial process heat conversions to electricity and green hydrogen

production.

LIKELIHOODHighly LikelyPossiblePossibleLikelyLikelyPossible

IMPACTS

Increased costs and/or decreased revenue. Reduced ongoing investment.

Reduced ability to attract investment.

Decreased revenue and/or increased SIB capex.Increased revenues.

TIME PERIOD

SMLML

FINANCIAL

IMPLICATIONS

HighLowHighMedium to HighMedium to High

METHODOLOGY

Current high levels of regulatory reform present a broad range of outcomes.

We have assumed the worst-case scenario of regulation that stops or slows

ongoing investment in renewables in determining the potential financial

impact.

We continue to increase the granularity of information we have on

extreme weather events. This will help inform refinement of this estimate

of the investment required to mitigate physical asset risk.

Using Climate Change

Commission demonstration

path modelling and our current

15% generation market share.

Using Climate Change

Commission current policy

reference modelling and our

current 15% generation market

share.

MANAGEMENT

RESPONSE

Maintain engagement with government, regulators and other key

stakeholders. Contribute to the narrative on the positive contributions of

renewable electricity to New Zealand. Continue to make submissions on

legislation, regulation and planning instruments.

Continue to conduct scenario modelling and review outcomes to inform

operating plans and any changes required to resource consent conditions

and high flow management plans.

Complete hydrology review to clarify the return periods impacting

dams and incorporate climate change impacts in our dam safety work

programme to ensure safe flow management. We are working with other

global hydro operators to commission further advice on how climate

impacts can be considered for managing hydro assets.

Continue maintenance work on geothermal sites, with a focus on

operational changes related to heat.

Consider the potential impacts on wind generation at times of

repowering.

Support government initiatives to encourage electrification, including

by continuing to deploy new renewable generation through our existing

prospects in wind, geothermal and batteries. Continue to provide

propositions for our customers as they adopt new technologies or are

otherwise impacted by the transition.

RISKS &

OPPORTUNITIES.

LHHH

SML

HM

SML

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RISKSOPPORTUNITIES

CHANGES IN TEMPERATURE CONSUMER / INVESTOR DESIRE FOR

RENEWABLE GENERATION

RISK RATINGScenario 1:

1.5 ̊C IN 2050

Scenario 2:

3 ̊C IN 2050

Scenario 1:

1.5 ̊C IN 2050

Scenario 2:

3 ̊C IN 2050

DESCRIPTION

Periods of drought reduce catchment inflows. Increasing average temperatures and the incidence of hot days may reduce geothermal plant

output and/or the reliability of air-cooled plant and equipment increasing output variability, and potentially reducing geothermal generation

capacity.

The increased differential in terms of access to debt between high performing ESG

companies and low performing ESG companies results in savings on debt instruments such

as sustainability linked loans / green bonds and improved credit ratings. Potential uplift of

share price valuation.

LIKELIHOODLikelyLikelyLikelyPossible

IMPACTS

Reduction in inflows and increased ambient temperature leading to decreased generation and revenue.Reduced costs.

TIME PERIOD

FINANCIAL

IMPLICATIONS

MediumMedium

METHODOLOGY

Drought impact calculated through increasing prior worst observed drought with price impacts assumed based on market prices observed

during drought periods. Impacts on geothermal stations assessed through existing observed temperature impacts on generation.

From a debt perspective, we have considered possible savings from preferential debt rates

on sustainability-linked loans and bonds, as well as the impact a potential downgrade of our

credit rating due to poor ESG performance could have on our debt costs.

MANAGEMENT

RESPONSE

Continue overarching portfolio management to manage drought as it impacts the catchment over time - including through using contracts

or length of the portfolio. Geothermal station impacts will be managed through considering station modification options and cooling.

Continue to communicate key ESG factors in our communications and Investor Relations

programmes. Further develop our green debt portfolio.

MMMM

LIKELIHOOD:

Likely:

Will probably, or is expected,

to occur within a 3-10 year timeframe

Possible:

Has the potential to occur

Unlikely:

Unlikely to occur

FINANCIAL IMPACT:

High:

Greater than $75m

Medium:

Greater than $750k

Low:

Less than $750k

TIME PERIOD:

Short-term 1-5 years

S

Mid-term 5-10 years

M

Long-term 10+ years

L

H

M

RISK RATING:

High

Medium

Low

The combination of impact and likelihood to

determine risk ratings is shown in the table to

the right. Note this is a simplified version of

the more detailed internal risk matrix used by

Mercury to classify risk.

L

IMPACT

LowMediumHigh

Likely

Possible

Unlikely

H

H

MM

M

MM

L

L

LIKELIHOOD

SML

SML

RISKS &

OPPORTUNITIES.

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OTHER CLIMATE-RELATED

RISKS ALSO IDENTIFIED

AGAINST THE TCFD

CATEGORIES

RISKS &

OPPORTUNITIES.

SHORT-TERM 1-5 YEARS MID-TERM 5-10 YEARS LONG-TERM 10-20 YEARS

MARKETS (ELECTRICITY &

CARBON) & TECHNOLOGY

Physical and transitional climate-related risks

could have significant impacts on our markets.

Decarbonisation is likely to impact the relationship

between supply and demand – the electrification

of transport and the conversion of industrial

process heat from thermal fuel sources to

electricity will increase demand and present

financial risks and opportunities. Technological

disruption may create several risks and

opportunities.

In scenario 1, the increasing development of renewable

generation has the potential to reduce electricity prices

in the spot market.

However, price volatility may increase as thermal

generation is incrementally shut down, and wind

generation, which is inherently intermittent, is

increasingly relied on to firm generation.

Our existing carbon forest credit surplus could deliver

Emissions Trading Scheme (ETS) compliance at below

market prices, reducing compliance costs.

Similar risks and opportunities are present in scenario 2,

however the gradual increase in renewable generation

is supported where necessary by thermal generation,

and there remains a long-term role for the gas industry

resulting in lower wholesale market volatility.

In scenario 1, increasing renewable wind and solar

generation pose challenges due to their inherent

intermittency. The resultant market volatility

increases the premium of dispatchable demand.

However, this volatility is somewhat mitigated by

the development of grid storage projects and new

technology, as well as increased industrial and

consumer demand flexibility.

Our existing carbon forest credit surplus could

deliver ETS compliance at below market prices,

reducing compliance costs.

Similar risks and opportunities are present

in scenario 2, however, the development of

alternative technology and industrial and

consumer demand flexibility are partially crowded

out by thermal generation.

There is a reduced opportunity to develop new

renewable generation as the most economical

projects have been executed, and renewable

generation development is complemented by

fast-start thermal generation and gas storage

development.

In scenario 1, the increase in distributed and

embedded generation, particularly rooftop and

large-scale solar, could reduce demand for other

renewable generation development.

However, ‘dry year’ and short-term security

is delivered through a portfolio of renewable

options, such as biomass/biofuel thermal

generation, renewables “overbuild,” and North

and South Island pumped hydro options.

Increased rooftop solar generation could provide

both a risk (reduce demand) and an opportunity

(development).

As a portion of our customers remain financially

vulnerable, there remains a risk that some of our

customers are unable to pay their energy bills.

Similar risks and opportunities are present

in scenario 2, however, there is a reduced

opportunity to develop new renewable

generation, as the market continues to be

supported by thermal generation and other

technologies.

The TCFD framework suggests

dividing climate change risks into the

categories of: Market and Technology

Shifts; Reputation; Policy and Legal;

and Physical Risks.

For this analysis, additional

granularity has been introduced in

the market and technology shift

category. This is because we operate

in both the electricity and carbon

markets. Technological shifts also

have the potential to provide both

risks and opportunities for Mercury.

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RISKS &

OPPORTUNITIES.

SHORT-TERM 1-5 YEARS MID-TERM 5-10 YEARS LONG-TERM 10-20 YEARS

R EPU TAT IO N

Reputational risks and opportunities arise at an

organisational and sectoral level.

In scenario 1 and 2, recognition that renewable

electricity is the key to a just transition to NetZero

for New Zealand could benefit the reputation of the

electricity generation sector and Mercury.

Our reputation could be enhanced through recognition

as a thought leader on renewable energy and the

electrification of transport, through partnerships for

action on climate change in the Waikato catchment, as

well as through successful carbon capture pilots.

On the flip side, the reputation of the energy sector

could be negatively impacted if consumers increasingly

struggle to pay their energy bills.

In scenario 1, our reputation could be further

enhanced as low carbon projects are developed

and outcomes from geothermal emissions

capture/use pilot projects prove positive.

There is a potential countervailing factor arising

from an increasing focus on geothermal power

station emissions, as higher carbon-emitting

activities are reduced or retired.

This is similar in scenario 2, however, the

opportunity to increase market share through a

100% renewable brand could be higher.

In scenario 1, as emissions from thermal

generation are removed and replaced by

renewables there could be an increased focus

on geothermal emissions. However, growing

activism towards carbon intensive sectors still

brings capital inflow to Mercury.

This is similar in scenario 2, however, the risk of

reputational harm from operating geothermal

generation is lower as activism is focussed

towards carbon intensive sectors. This may

create more of an opportunity for capital inflow

to Mercury.

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SHORT-TERM 1-5 YEARS MID-TERM 5-10 YEARS LONG-TERM 10-20 YEARS

POLICY & LEGAL

There are several risks and opportunities that may

arise either from policy responses or from the

absence of policy responses. Legal risks also arise

in the context of proceedings against companies

and directors arising from climate-related activity

or inactivity, or related representative actions,

including as a result of social movements.

In scenario 1, the transition between the Resource

Management Act (RMA) and the Natural and Built

Environments Act could create investment uncertainty

for generation development and heavy industry in New

Zealand, with consent pathways remaining unclear.

These risks are moderated in scenario 2 as less

decarbonisation is sought.

Class actions against organisations and directors of

organisations failing to act on climate change may start

to emerge.

In scenarios 1 and 2, class actions against

organisations failing to act on climate change

increase.

In scenarios 1 and 2, class actions against

organisations and directors of organisations

failing to act on climate change are very likely to

increase.

PHYSICAL

Physical risks may take the form of acute,

generally shorter-term events, such as fire

or flood, or longer-term chronic impacts,

for example the less efficient operation of

geothermal power stations arising from sustained

increases in temperature. These may lead to

financial risks and opportunities as a result of

the impact on our assets, on how our business

operates, or more broadly as a result of the

impacts on the markets in which we operate.

Insurance may also become more difficult or

costly to procure. We continue to refine our view

on physical risks, in particular how they might

impact the wider electricity system.

In both scenarios 1 and 2, stressors such as storms,

fire weather and lightning pose a risk to:

• major hazard facilities

• generation assets

• connected network infrastructure

• carbon forest investments

• national and international supply chains impacting

generation repairs and maintenance and

development.


These risks are greater in scenario 2.

In both scenarios 1 and 2, stressors pose a risk to

national and international supply chains and could

impact generation and development. Increasing

average temperatures and the incidence of hot

days may reduce geothermal plant output and/

or the reliability of air-cooled plant and equipment

increasing output variability.

These risks are greater in scenario 2.

In both scenarios 1 and 2, storms, fire weather

and lightning could increase in frequency and

intensity increasing the risk to major hazard

facilities, generation assets and connected

network infrastructure. Stressors pose a risk to

national and international supply chains and

could impact generation and development.

These risks are greater in scenario 2.

RISKS &

OPPORTUNITIES.

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c) Describe the resilience of the organisation’s strategy, taking into

consideration different climate-related scenarios, including a 2°C

or lower scenario.

We test the resilience of our strategy through the lens of these risks and

opportunities. This leads to better planning and management of these risks

and opportunities. In turn, our current and future climate change disclosures

become more meaningful.

TRANSITION TO A LOW CARBON ECONOMY

As the Climate Change Commission recognised in its final advice to the

government, Aotearoa has one of the lowest emissions electricity sectors in

the world. This electricity can be used to reduce emissions economy-wide

through electrifying transport, process and space heating. The Commission

recommended setting a target so that 50% of all energy consumed comes

from renewable sources by 2035, and this has now been adopted by the

government in its Emissions Reduction Plan. For context, in 2020, Aotearoa’s

renewable share of final energy consumption was 28%.

As a fundamental element of our strategy, we consider the role that we

can play in supporting this decarbonisation of New Zealand. In addition to

significant investments made in renewable generation development (to help

reduce emissions from the electricity sector itself and other sectors), we also

consider the role we can play in supporting the decarbonisation of other

sectors.

DEMAND

Electricity demand is a fundamental element of our business model. Ensuring

ongoing resilience requires an approach to strategy that takes into account an

increasingly uncertain future. Our two scenarios capture different outcomes:

(1) the transition to decarbonisation is rapid, with a significant uptick in

demand and (2) the transition to decarbonisation is slow and piece-meal.

In relation to scenario 1 – we anticipate growth from the adoption of electric

vehicles, development of energy-intensive industries, as well as efforts to

decarbonise process heat. In relation to scenario 2 – demand growth is limited

as the regulatory settings do not incentivise electric vehicle adoption and

decarbonisation of process heat. We improve the resilience of our strategy by

ensuring that we are positioned for a range of different outcomes related to

demand and taking action to attract new sources of demand to New Zealand.

ENERGY AFFORDABILITY

Access to energy is an essential service for consumers. However, the broader

economic environment and rising inflation is impacting the cost of living in New

Zealand, making it more challenging for an increasing number of customers

to afford their energy bills. The way Aotearoa manages the transition to a low

carbon energy sector will have impacts on energy affordability. We will continue

our work to support vulnerable customers, which is of strategic importance

to Mercury. We are partnering with industry to further understand energy

hardship, and will continue to engage with, and support, government initiatives

to meaningfully address this issue.

SECURITY OF SUPPLY

Maintaining security of electricity supply will continue to be an issue for New

Zealand as we increase our proportion of supply from renewable sources. Fossil

fuel-backed thermal generation currently plays a significant role in responding

to periods of reduced renewable supply such as ‘dry years’ (when inflows in

hydro catchments are low for long periods of time). This is likely to continue

through the transition, particularly through to 2030. During this transition

period, as the share of renewable generation increases, it is also likely that this

will lead to higher levels of electricity spot price volatility.

There are several conversations occurring related to security of supply. The

Government’s New Zealand Battery Project is underway and set to advise on

potential solutions to the challenge of achieving energy security in dry years

without relying on carbon emitting thermal generation. The Commission has

noted that, while finding a solution to this challenge could enable a 100%

renewable electricity sector, a greater priority should be the wider use of

renewable electricity economy-wide, as per its recommendation for 50% of

all energy consumption to be renewable by 2035. The Commission further

suggests that the government’s aspirational goal of 100% renewable electricity

by 2030 could be replaced with a 95%+ target. The government Emissions

Reduction Plan has in turn committed to reviewing the 100% renewable

electricity target in 2024, as part of the next Plan. The Emissions Reduction

Plan also includes work to develop a Gas Transition Plan by mid-2023 to drive

emission reductions from natural gas in line with Aotearoa’s emissions budgets

to 2035. Developing this plan should provide greater certainty for the role

of thermal generation as a ‘dry year’ reserve in the electricity sector over the

coming decade.

We consider resilience to our strategy by considering implications of increasing

electricity spot price volatility, managing our generation portfolio, and

participating in these ongoing conversations and processes related to security

of supply.

PHYSICAL ASSETS

Underpinning our strategy is a long-term approach to the management of our

physical assets. One element of this is that our management of dam safety

risks assumes a value for Probable Maximum Flood (PMF). This is a measure

of the possible volume and flow rate of the Waikato River in the event of an

extreme flood. Our PMF values are prudently conservative. We are mindful that

it is possible that in a changing climate PMF values may need to be increased

over time. Based on currently available data and analysis, our risk management

practices and mitigants are appropriate. Through our ongoing dam safety

work programme and hydrological studies, we continue to seek out additional

information to ensure resilience of our strategy.

RESILIENCE OF

STRATEGY.

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TCFD recommendation: Disclose how

the organisation identifies, assesses, and

manages climate-related risks.

a) Describe the organisation’s processes for

identifying and assessing climate-related risks.

Risk management is an integral part of

Mercury’s business. We have an overarching Risk

Management Policy supported by a suite of risk

management policies appropriate for our business.

The purpose of the Risk Management Policy

is to embed a comprehensive capability in risk

management which provides a consistent method

for identification, assessment, control, monitoring

and reporting of existing and potential risks to our

business and to the achievement of its plans.

Our risk management framework meets New

Zealand standard AS/NZS ISO 31000 Risk

Management – Principles and guidelines and

applies to all risks at Mercury and is used across

the organisation. This framework provides for

the integration of risk across our material value

drivers (strategic pillars) – including financial, non-

financial, social, environmental and climate-related

risks.

Climate-related risks are identified by a cross-

functional group consisting of representatives

from the relevant business functions. This group

seeks out information and data to understand

whether potential risks are real, and to inform our

view of the likelihood and impact of these risks.

These risks and opportunities are classified using

a common methodology (the risk matrix) and

recorded in the risk register systems. The RMC

reviews climate-related risks every year under

this management framework. For the purposes

of this TCFD Report, we have provided simplified

risk ratings as outlined in the table of risks and

opportunities.

The climate-related risks and opportunities

included in this year’s TCFD report have been

identified by considering our two climate change

scenarios over a 30-year time horizon. In doing

so, we considered both the upstream and

downstream phases of our value chain. However,

we currently consider upstream phases of our

value chain at a macro-level, so will continue to

develop our maturity in this area.

Day-to-day risk management is done by the

relevant business function, with cascading

responsibilities up to the RMC and the RAAC. The

RAAC provides an assessment of whether the

business is managing our climate change risks

and responsibilities appropriately and ensures

that there are effective policies and procedures in

place.

As an example, when the dam safety team

considers the risks faced by their business

function, the potential impacts from climate

change is one of the factors that they take into

account. The dam safety team work with the

GM Generation to build an approach to manage

these risks and develop their forward plans. Where

material, issues are updated to the RMC, the

RAAC and the Board.

The responsibilities of business functions, the

RMC, and the RAAC are described in more detail

in the governance section on page 68.

RISK MANAGEMENT.

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RISK MANAGEMENT.

b) Describe the organisation’s processes for

managing climate-related risks.

The day-to-day management of climate-

related risks and opportunities occurs across

Sustainability, Regulatory Affairs, Environmental

Resources, Finance, Legal, Communications, Risk

Assurance, Generation, Portfolio and Customer.

In relation to markets, our Portfolio and Finance

teams manage risks and opportunities presented

by:

• the electricity market – we continually model

scenarios of resource availability, electricity

market supply and demand and adjust our

approach accordingly

• the carbon market – we are involved in forest

carbon investments and have long-term

contracts in place

Regulatory risks and opportunities are managed

by our Government and Industry Relations team

in conjunction with external communications.

Submissions have been made recently on the

Climate Change Commission’s final advice,

the development of the Emissions Reduction

Plan, and ongoing changes to the New Zealand

Emissions Trading Scheme. We continue to

engage with the New Zealand Battery Project to

encourage consideration of diverse approaches

to achieving ‘dry year’ security through both

renewable and non-renewable technologies, and

the Electricity Authority on its investigation into

how the electricity market would operate under

very high renewable electricity supply.

In relation to technology, we continue to develop

our customer offering in relation to e.transport.

Physical risks and opportunities from climate

change fall into acute (already impacting the

business, e.g. extended periods of drought and

likely to increase in the medium term) and chronic

(not currently impacting the business but likely to

impact over the medium to long-term). We have

continued to monitor proposed methodologies for

climate change risk assessment and adaptation

planning, both nationally and internationally.

We continue to advocate for improved access

to climate science research conducted by

government owned research organisations (e.g.

NIWA) to enable higher quality climate change

risk assessments and have made a submission

to the government’s Ministry for the Environment

draft National Adaptation Plan which considers

how Aotearoa New Zealand will adapt to the

unavoidable impacts of climate change.

We have models of storm events experienced

within the Waikato catchment and have worked

in partnership with Waikato and Bay of Plenty

Regional Councils in training exercises to educate

and inform council staff on the management of

storms and flood risks.

We continue to investigate scenario modelling for

climate change adaptation which has revealed

currently available regional level datasets are

potentially too high level to provide the robust and

detailed outputs required for long-term investment

decisions for hydro assets. We are seeking to

participate in the development of sector-based

scenarios sometime in the near future, which may

produce more granular relevant information.

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TCFD recommendation: Disclose the metrics and targets used to assess and manage

relevant climate-related risks and opportunities where such information is material.

a) Disclose the metrics used by the organisation to assess climate-related risks and

opportunities in line with its strategy and risk management process.

b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG)

emissions, and the related risks.

c) Describe the targets used by the organisation to manage climate-related risks and

opportunities and performance against targets.

We produce an annual emissions inventory report following international standards

and methodologies. As can be seen from the table and graphics that follow, our

emissions profile is dominated by Scope 1 emissions, namely fugitive emissions

from geothermal electricity generation, which account for 68% of the entire profile.

Thermal emissions from the operation of a gas-fired power station reduced to zero

in FY16 as the facility was decommissioned.

Given the predominance of fugitive Scope 1 emissions, emissions from other

scopes are considered immaterial except for downstream Scope 3 emissions

from the sale of gas to our domestic dual fuel customers and emissions from the

purchase of capital goods measured through stay-in-business (SIB) capex spend.

Our Scope 3 emissions from the sale of gas to our domestic dual fuel customers

have increased by ~75% (on an annual basis) due to the acquisition of Trustpower’s

customer base.

METRICS & TARGETS.

OUR SCOPE 1 EMISSIONS HAVE

REDUCED BY ~60% SINCE 2015.

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

T

o

nne

s


C

O

2

e

FY15FY16FY17FY18FY19FY20

Net carbon position (tonnes)Emissions from generation and gas sales

FY21FY22

NET CARBON POSITION FY15 TO FY22

0

100,000

200,000

300,000

400,000

500,000

600,000

T

o

nne

s


C

O

2

e

FY15FY16FY17FY18FY19FY20

FY21FY22

Scope 1Scope 2Scope 3Scope 3 (new methodology)

CARBON FOOTPRINT FY15 TO FY22

Direct emissions –

predominantly fugitive emissions

from geothermal facilities.

Scope 1

Scope 2

Indirect emissions –

from electricity used at

generation sites and in offices.

Scope 3

*

Other indirect emissions –

56% downstream from gas

sales to dual fuel customers.

* From CY20, we have amended our methodology for calculating Scope 3 emissions. The grey

area represents Scope 3 emissions such as SIB capex and general maintenance which were

not previously calculated.

**NZ Grid Average as per MfE data.

FY15FY16FY17FY18FY19FY20

E

m

i

s

s

i

o

n

s


i

n

t

e

n

s

i

t

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kg C

O

2

e

/MWh

0

20

40

60

80

100

120

Generation (GWh)

0

4,000

3,000

2,000

1,000

5,000

6,000

7,000

8,000

9,000

FY21FY22

Emissions Intensity kg CO

2

e/MWhNZ Grid Average**Generation (RHS)

EMISSIONS INTENSITY OF GENERATION FY15 TO FY22

Our emissions intensity for an eight-year period is shown in the graph below. The

intensity calculation uses Scope 1 emissions only, no adjustments have been made in

relation to carbon credits and trading conducted under the New Zealand Emissions

Trading Scheme.

Our Scope 1 emissions have reduced over this period by ~60% due to decommissioning

Southdown (gas-fired power plant), a reduction in geothermal emissions over time and

investment in geothermal emissions reinjection. Further, our wind generation base has

grown due to new build and acquisition.

We are also developing our draft transition plan to identify all of the actions that we

need to take to ensure that we are acting consistently with a 1.5 degree future.

TCFD REPORT

81
THE TEAM BEHIND ENERGY FREEDOM

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MERCURY ANNUAL REPORT 2022

THE TEAM BEHIND

ENERGY FREEDOM.

THE TEAM BEHIND

ENERGY FREEDOM.

TE TĪMA MANAWHIRI PŪNGAO.

A big team contributes to our Energy Freedom mission: more than

1,300 people, around 74,000 owners, our partners and our customers. Here we

introduce you to our Executive Management Team and present our corporate

governance statement including our Board of Directors. We also share our

remuneration policy and report, directors’ disclosures and other disclosures,

information for security holders, sustainability index, a directory to help you

contact us and a glossary of industry and financial terms.

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YOUR

EXECUTIVE

MANAGEMENT

TEAM.

VINCE HAWKSWORTH //

CHIEF EXECUTIVE

LUCIE DRUMMOND //

GENERAL MANAGER

SUSTAINABILITY

JULIA JACK //

CHIEF MARKETING OFFICER

PHIL GIBSON //

GENERAL MANAGER

PORTFOLIO

FIONA SMITH //

GENERAL MANAGER

CUSTOMER OPERATIONS*

MARLENE STRAWSON //

GENERAL MANAGER

PEOPLE & PERFORMANCE

STEWART HAMILTON //

GENERAL MANAGER GENERATION

WILLIAM MEEK //

CHIEF FINANCIAL OFFICER

*title changes occurred after FY22 year end.

CRAIG NEUSTROSKI //

GENERAL MANAGER

COMMERCIAL OPERATIONS*

The Executive Management Team leads our business

to ensure its continued success and to position us for

the future opportunities and challenges. The team

all bring deep subject knowledge, and they lead their

business areas focusing on working together in a

changing environment.

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83

Dear Shareholder

It is my pleasure to present our corporate

governance statement for the year ended 30

June 2022.

This corporate governance statement outlines Mercury’s Corporate

Governance Framework, including information about the composition,

characteristics and function of Mercury’s Board, the ways in which we

ensure that we act ethically and responsibly at Mercury, our approach to

risk, and inclusion and diversity.

FY22 has been a transformational year for Mercury, and one of

significant activity for Mercury’s Board as a result. As has been

discussed elsewhere in this report, the Board considered and approved

actions necessary to complete Mercury’s acquisition of Tilt’s New

Zealand operations and development options, and Trustpower’s retail

business. Mercury also continued to diversify its capital structure, with

the successful issue of a new Capital Bond and implementation of a

Dividend Reinvestment Plan within the period. Mercury is committed to

progressing renewable generation options so that we are well positioned

to move forward with developments when market conditions make it

possible.

James Miller has succeeded Keith Smith as chair of the Risk Assurance

and Audit Committee, following Keith’s retirement from the Board.

During FY22 we have continued to evolve our approach to identifying,

analysing, managing and reporting climate change related risks and

opportunities, which are closely linked to both strategy and the business

planning process. A cross-functional team from across the business

conducted more in-depth scenario analysis.

BOARD CHANGES AND SUCCESSION PLANNING

Andy Lark will retire at the Annual Shareholders' Meeting (ASM) this

year after over 8 years of service. Andy has generously contributed

his extensive experience in different jurisdictions and across a range

of industries to Mercury - in particular, his inputs into the evolution of

Mercury’s retail business and marketing and digital identity have been

invaluable. On behalf of the Board, I would like to thank Andy for his

significant contribution to the Board and to Mercury.

PRUE FLACKS

CHAIR

Planning for director succession, to ensure that over time the Board

as a whole has the capability and experience to oversee Mercury’s

complex business, is one of the most important aspects of my role

as Chair. If Mercury is to achieve its strategic objectives, and deliver

long-term value for shareholders and other stakeholders including the

communities in which we operate, it requires directors with appropriate

skills and experience and who represent diverse backgrounds and

perspectives.

Succession planning must balance current and future governance

needs. Over the next few years, it is likely that several of the longest-

serving and most experienced Mercury directors will retire from the

Board. Through the Nominations Committee, we have reviewed the

Board’s collective skills and experience, matched against our refreshed

skills matrix, likely tenures and diversity.

Following that review, we have determined there is a need for additional

directors with deep commercial and governance skills to ensure that

capability is maintained and institutional knowledge and experience

is retained within the Board as longer-serving directors retire. We have

commenced this process with the appointment of Lorraine Witten

as director with effect from 1 September 2022. Lorraine’s strong

commercial acumen and extensive governance experience including

audit and risk management will be a valuable addition to your Board.

Kim Gordon, our current “future director” under the Future Directors

programme established by the Institute of Directors will end her tenure

later this year. We thank her for being a valuable contributor to Board

and Committee discussions. The process for appointing the next

“Future Director” will be underway in due course.

BOARD SKILLS MATRIX

The Board skills matrix provides our assessment of the key outputs

required from directors and how those needs are met by the current

Board composition, which is important in our succession planning.

Our approach is to balance specialist expertise with extensive

commercial experience so that the Board as a whole has the capability

to guide Mercury in achieving its strategic objectives and delivering

long-term value for shareholders. FY23 and beyond will be a period

of generation growth and development, coupled with the expansion

and integration of our retail businesses following the completion of

the Trustpower retail acquisition. Board capability will need to reflect

these priorities.

Skills are assessed at the level of the Board as a collective, as opposed

to each individual director, as this is a better indicator of overall Board

capability. However, the key skills which individual directors contribute

to the Mercury Board are highlighted under each director's profile.

Again, this is important for our succession planning.

EXECUTIVE MANAGEMENT TEAM

With the acquisition of Trustpower and the need to support a much

larger retail business, we have supported a minor restructure of our

Executive Management Team (EMT) during FY22.

Mercury has made one permanent addition to the EMT, with Fiona

Smith (formerly of Trustpower) stepping into the newly created role of

GM Customer Operations. Craig Neustroski, previously GM Customer,

will move into the role of GM Commercial Operations. These changes

took effect on 1 July 2022, and will help contribute to the success of

Mercury’s expanded retail business.

Please see further detail about the EMT in ‘Your Executive

Management Team’.

DIVERSITY AND INCLUSION

Last year the Board, through the People and Performance Committee,

determined that we were not making as much progress as we should

on our diversity and inclusion objectives. Consequently, during

FY22 there has been a renewed focus on identifying the barriers

to increasing diversity in our workforce, particularly at senior levels.

Initiatives such as our Diverse Emerging Leaders Programme have

been implemented to help us understand and reduce barriers to

greater diversity within Mercury.

PAY EQUITY

Since 2019, Mercury has reported our gender pay equity ratio as part

of our Diversity and Inclusion reporting. This year we are also reporting

our gender pay gap, and our pay gap and pay equity ratio by ethnicity.

The gender pay gap and the ethnicity pay gap reinforce the need for

greater diversity at senior levels in the organisation, which is one of the

primary objectives of our diversity strategy.

It is likely the pay gap and pay equity ratio will change as we improve

the quality of our ethnicity data and include data from Trustpower

employees. Notwithstanding, the Board considers transparency will

drive improvement so reporting is an important step.

Mercury has also registered on the 'Mind the Gap' Register

.

CAPITAL BOND ISSUANCE

This year, the Board approved the issuance of a $250m capital bond to

assist in financing the acquisition of Trustpower’s retail business, and

for general corporate purposes. The bond issue was fully subscribed,

and the strong response from the market demonstrates continued

confidence in Mercury’s business performance and long term outlook.

DIVIDEND REINVESTMENT PLAN

The Board supported Mercury’s first Dividend Reinvestment Plan for

the FY22 Interim Dividend, providing shareholders the opportunity

to reinvest the net proceeds of the Interim Dividend in additional

shares. The Board approved this Plan, which was fully underwritten

and funded from existing treasury stock, allowing Mercury to

free up capital to fund existing corporate expenditure and future

development projects.

ANNUAL SHAREHOLDERS' MEETING

I look forward to engaging with our shareholders at our upcoming

ASM. This year, we will finally be able to hold our first ASM in a hybrid

format - with shareholders being able to join in person or remotely

via video link. Mercury is aligned with the New Zealand Shareholders'

Association’s principles of maximising meaningful shareholder

participation and quality engagement, and I look forward to seeing you

there.

THE TEAM BEHIND ENERGY FREEDOM

LETTER FROM OUR CHAIR.

GOVERNANCE AT MERCURY.

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ANDY LARK // DIRECTOR

First Appointed // 10 July 2014

Last Elected // 24 September 2020

Key Skills*: Digitisation, disruption and

innovation; broad experience in customer

facing businesses.

Andy Lark joined the Mercury Board

in July 2014. He has a background in

entrepreneurship, marketing and digital

technologies. Andy is currently the

Chair of Group Lark, an accelerant for

brand and digital transformations, and

Chief Marketing and Strategy Officer for

Dubber, a provider of cloud-based call

recording and voice AI. Prior roles include

Chief Marketing & Online Officer for the

Commonwealth Bank of Australia, Chief

Marketing Officer for Dell’s Large Enterprise

& Public Group, Chief Marketing and Digital

Officer for Foxtel, and Chief Business

Officer for Xero. Andy is a member of our

People & Performance Committee.

Andy will retire from the Board on

22 September 2022 after over 8 years'

service.

HANNAH HAMLING // DIRECTOR

First Appointed // 1 February 2020

Last Elected // 24 September 2020

Key Skills*: Natural resource management

(including water and climate change);

health & safety; risk management.

Hannah Hamling joined the Mercury Board

in February 2020. She is an environmental

scientist with a particular interest in

sustainable development and resilience.

Until January 2020, she was President of the

Asia Pacific Region and Global Sustainable

Development Leader for Golder, a Canadian

global ground engineering and environmental

science company. Prior to joining Golder,

Hannah was Managing Director of New

Zealand environmental consultancy firm

Kingett Mitchell. Hannah has extensive

background in consulting, management

and board roles across various sectors

including electricity, construction and water

management. Hannah is a member of our

Risk Assurance & Audit Committee.

DENNIS BARNES // DIRECTOR

First Appointed // 1 September 2021

Last Elected // 23 September 2021

Key Skills*: Energy industry; people

leadership; major project investment.

Dennis was appointed to the Board with

effect from 1 September 2021. He was most

recently Chief Executive of Contact Energy,

a nine year role during which he led Contact

Energy’s investment in renewable energy and

flexible generation (including construction

of the Te Mihi geothermal power station,

the development of the Tauhara field and

the introduction in 2011 of the Ahuroa gas

storage facility and Stratford peaking plant).

Prior to Contact, Dennis held several senior

roles at Origin Energy, and guided Origin’s

significant and expanding operations in

wholesale markets building on the experience

in international energy markets he gained

from commercial roles at Scottish Power and

Scottish and Southern Energy. Dennis holds

a BSc(Hons), GradDip (Marketing) and MBA.

Dennis is a member of our Risk Assurance &

Audit Committee.

PRUE FLACKS // CHAIR

First Appointed // 1 May 2010

Last Elected // 28 September 2021

Appointed Chair of the Board in

September 2019

Key Skills*: Governance; commercial

experience; stakeholder relationships;

people leadership.

Prue was appointed a Director of Mercury

in May 2010 and Chair of the Board in

September 2019. Prue is a professional

director with experience across a range of

industries. She was formerly a commercial

lawyer and a partner in the national law

firm Russell McVeagh for 20 years. Her

expertise included corporate and regulatory

matters, corporate finance, capital

markets and business restructuring. Prue

is a chartered member of the Institute of

Directors, and was formerly a director of

Chorus Limited, Bank of New Zealand and

chair of Queenstown Airport Corporation.

Prue is the Chair of our Nominations

Committee, and a member of our People

and Performance Committee and Risk

Assurance & Audit Committee by virtue of

her position as Board Chair.

JAMES MILLER // DIRECTOR

First Appointed // 2 May 2012

Last Elected // 27 September 2019

Key Skills*: M&A and capital structure;

investment analysis; audit and risk

management; energy industry.

James Miller was appointed a director of

Mercury in May 2012. He is Chair of NZX

and a director of The New Zealand Refining

Company. James was recently appointed as

a director of Vista Group International, with

effect from 31 August 2021. He has specialist

expertise in utility economics and 15 years’

experience in capital markets. James’ prior

roles included director and Head of NZ

Wholesale Equities with Craigs Investment

Partners, and Head of Equities and Head of

Research at ABN AMRO. James is a Fellow

of the Institute of Finance Professionals

and the New Zealand Institute of Chartered

Accountants. James is the Chair of our

Risk Assurance & Audit Committee, and a

member of our Nominations Committee.

YOUR BOARD OF DIRECTORS.

*Key Skills are defined as the particular skills each director brings to the Mercury Board,

and what we would need to consider replacing when that director retires.

GOVERNANCE AT MERCURY.

GOVERNANCE AT MERCURY.
MERCURY ANNUAL REPORT 2022

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MIKE TAITOKO // DIRECTOR

First Appointed // 28 August 2015

Last Elected // 23 September 2021

Key Skills*: Iwi and other stakeholder

relationships; natural resource

management (including water and

climate change); digitisation.

Mike Taitoko was appointed to the

Board in August 2015. He is a leading

advisor on Māori economic development

and has well-established networks in

Māoridom. Mike has strong commercial

skills in the application of digital

technologies and is the co-founder and

CEO of Takiwa Limited, a technology

company commercialising cloud-based

geospatial analytics services. He was

formerly a Director of Auckland Tourism

Events and Economic Development

(ATEED). Mike is a member of our People

& Performance Committee.

PATRICK STRANGE // DIRECTOR

First Appointed // 1 February 2014

Last Elected // 24 September 2020

Key Skills*: Energy industry; major project

investment; health and safety.

Patrick Strange joined the Mercury Board in

February 2014. He was previously a director

of our company in 2006-2007 before

being appointed Chief Executive of New

Zealand’s transmission owner and operator,

Transpower New Zealand Limited, a position

he held for more than six years. Patrick

currently chairs Chorus and Auckland

International Airport and was previously

a Director of NZX Limited and Essential

Energy, Australia. Patrick is a member of

our Risk Assurance & Audit Committee and

Nominations Committee.

LORRAINE WITTEN // DIRECTOR

1

First Appointed // With effect from

1 September 2022

Key Skills*: Governance; commercial

experience; audit and risk management;

innovation.

Lorraine is an experienced director

and business leader with an extensive

background in the telco, technology and

ICT sectors. Lorraine currently chairs MOVe

Logistics Group and Rakon, and is an

independent director of Pushpay Holdings.

Lorraine has energy sector experience,

having been a director of Horizon Energy

Group.

Lorraine’s previous appointments include

as an Advisory Board Member and Audit

Committee Chair of the Department of

Corrections, Board member WREDA, and

director and chair of Kordia Group for

several years.

1. Lorraine was not a director during the reporting period.

Lorraine joins the Board on 1 September 2022 and will

stand for election at the 2022 ASM in September.

KIM GORDON // FUTURE DIRECTOR

First Appointed // 1 May 2021

Key Skills*: Digitisation; experience in

customer businesses.

Kim is a partner at MinterEllison,

specialising in technology consulting.

She has a wide range of experience with

public and private organisations, across

legal, energy and finance sectors, and an

extensive background in technology and

technology-centric transformation. As a

Future Director, Kim is invited to attend

Mercury Board meetings and Committee

meetings, although she does not participate

in decision making.

SCOTT ST JOHN // DIRECTOR

First Appointed // 1 September 2017

Last Elected // 24 September 2020

Key Skills*: M&A and capital structure;

stakeholder relationships; commercial

experience; people leadership.

Scott St John joined the Mercury Board

in September 2017. He has an extensive

background in investment advisory and

capital markets. Scott is Chair of Fisher

& Paykel Healthcare Corporation and a

director of Fonterra Cooperative Group,

ANZ New Zealand, and Next Foundation.

He was formerly a member of the Capital

Markets Development Taskforce and the

Financial Markets Authority Establishment

Board, and was Chancellor of the University

of Auckland. He was the Chief Executive of

First NZ Capital from 2002 to 2017. Scott

is the Chair of our People & Performance

Committee.

* Key Skills are defined as the particular skills each director brings to the Mercury Board,

and what we would need to consider replacing when that director retires.

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Shareholders

Chief Executive

Executive Management Team

Risk Assurance and

Audit Committee

People and Performance

Committee

Nominations

Committee

MERCURY PEOPLE

MERCURY BOARD

THE TEAM BEHIND ENERGY FREEDOM

GOVERNANCE AT MERCURY.

At Mercury, we are committed to the highest standards of corporate

governance. Our corporate governance framework includes robust policies

and processes which are fundamental to all of Mercury’s foundational pillars.

At the heart of this framework is our commitment to protect and enhance the

interests of our owners through the highest standards of governance, business

behaviour and transparency.

Our corporate governance framework underpins the maintenance of strong

relationships with our stakeholders and our ability to create long-term value.

It also ensures Board accountability to our shareholders and provides for an

appropriate delegation of responsibilities to our people.

The Board regularly reviews our corporate governance policies and practices to

ensure compliance with NZX and ASX standards (Mercury is an ASX Foreign

Exempt Listed company) as well as reflecting positive contemporary corporate

governance trends in New Zealand and Australia.

Over the reporting period, our corporate governance practices were in

substantial compliance with the NZX Corporate Governance Code. The only

exceptions relate to Recommendation 3.3 (Remuneration Committee), where

the governance of remuneration at Mercury is split between the People and

Performance Committee for executive and general remuneration, and the

Nominations Committee for director remuneration (this exception is fully

explained later in this statement); and Recommendation 8.5 (Notice of

Meeting), where our 2021 Notice of Meeting was posted on our website later

than anticipated in order to allow time to consult with stakeholders on the

subject matter of the Notice of Meeting.

While not required due to our ASX foreign-exempt listing status, we also

endeavour to comply with ASX Corporate Governance Principles and

Recommendations (fourth edition).

We consider that governance at Mercury generally aligns with the BlackRock

Investment Stewardship Global Principles published in January 2022 and

we disclose against the framework set out by the Financial Stability Board

Taskforce on Climate Related Financial Disclosures (see the TCFD Report). We

consider our practices and procedures substantially reflect the guidelines and

principles from the International Corporate Governance Network (ICGN) Global

Governance Principles and the Organisation for Economic Cooperation and

Development (OECD).

CORPORATE GOVERNANCE FRAMEWORK.

This corporate governance statement (comprising pages 83 to 99 of this

report) has been prepared in accordance with NZX Listing Rule 3.8.1(a) and

was approved by the Board of Mercury NZ Limited on 15 August 2022. The

information contained in this corporate governance statement is current as

at that date. Some information in the corporate governance statement is

expressed to be current at another date, for example the FY22 balance date

of 30 June 2022.

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BOARD COMPOSITION &

CHARACTERISTICS

The Board

The Board comprises eight directors: Prue Flacks

(Chair), Dennis Barnes, Hannah Hamling, Andy

Lark, James Miller, Scott St John, Patrick Strange

and Mike Taitoko. Kim Gordon is Mercury’s current

Future Director. Lorraine Witten will be joining the

Board as a director from 1 September 2022. Andy

Lark steps down from the Board on 22 September

2022 after 8 years' service. A brief profile of each

director is available here.

Chair

Prue Flacks is the Chair of the Board. First

appointed as a director in 2010, she was

appointed as Chair in 2019. Prue is an

independent, non-executive director. The Chair’s

overarching responsibilities are to provide

leadership to the Board and to ensure the Board

is well informed and effective. More information

about the role of the Chair is contained in the

Mercury Board Charter (found on the Corporate

Governance section of our website).

Future Director

The Institute of Directors’ Future Directors

Programme provides people with governance

potential and ambition with mentorship and

the opportunity to participate on a board. It

aims to increase the next generation of board-

ready directors in New Zealand. The Mercury

Board is a supporter and active participant in

the programme, with Kim Gordon (the current

Future Director) the fourth such appointee to the

Mercury Board.

Future Directors are invited to attend Mercury

Board meetings and Committee meetings,

although they do not participate in decision

making.

Structure

The Board is structured to ensure that as a

collective group it has the skills, experience,

knowledge, diversity and perspective to fulfil

its purpose and responsibilities. The Board’s

responsibilities are set out in Mercury’s Board

Char ter.

INDEPENDENCE & CONFLICTS

All of Mercury’s directors are considered by

the Board to be “independent” directors, in

that they are non-executive directors who are

not substantial shareholders and who are free

of any interest, business or other relationship

that would materially interfere with, or could

reasonably be seen to materially interfere with,

the independent exercise of their judgement. No

director has been employed or retained, within the

last three years, to provide material professional

services to Mercury. Within the last 12 months, no

director was a partner, director, senior executive

or material shareholder of a firm that provided

material professional services to Mercury or any of

its subsidiaries. No director has been, within the

last three years, a material supplier to Mercury or

has any other material contractual relationship

with Mercury or another group member other

than as a director of Mercury. No director receives

performance-based remuneration from, or

participates in, an employee incentive share

scheme of Mercury. No director controls, or is

an executive or other representative of an entity

which controls, 5% or more of Mercury’s voting

securities. The Chief Executive is not a director of

Mercury.

The Board’s responsibilities are set out in the Board Charter, which is

reviewed at least every two years, and include:

Strategy and Planning• establishing clear strategic goals with

appropriate supporting business plans

and resources

• monitoring strategy implementation

Environmental and Health

& Safety

• ensuring Mercury’s environmental and

health and safety culture and practices

comply with all legal requirements,

reflect best practice in New Zealand and

are recognised by employees and other

stakeholders as key priorities

Financial Performance and

Integrity

• monitoring financial performance and

the integrity of reporting

Executive Authority • setting delegated authority levels for the

Chief Executive and EMT

Risk and Audit• ensuring that effective audit, risk

management and compliance systems

are in place and monitored to protect

Mercury’s assets and to minimise the

possibility of Mercury operating beyond

legal or regulatory requirements or

beyond acceptable risk parameters as

determined by the Board

Ethics and Corporate

Behaviour

• ensuring Mercury adheres to high

standards of corporate behaviour,

responsibility and ethics

The Chief Executive and EMT are responsible for:

• developing and making recommendations to

the Board on Mercury strategies and associated

initiatives

• managing and implementing strategies approved

by the Board

• formulating and implementing policies and

reporting procedures for management

• decision making compatible with Mercury’s

Delegations Policy

• managing business risk

• the day-to-day management of Mercury

The Chief Executive and EMT have appropriate

employment agreements setting out their roles and

conditions of employment.

Chief Executive and EMT performance are reviewed

regularly against objectives and measures set by the

Board in annual performance scorecards. The Chief

Executive’s and each EMT member’s performance

were evaluated during the reporting period on

this basis. Further details are contained in the

Remuneration Report.

THE TEAM BEHIND ENERGY FREEDOM

GOVERNANCE AT MERCURY.

RESPONSIBILITIES

The Board is responsible for Mercury’s strategic direction and operation and has delegated certain responsibilities to the Chief Executive

and the Executive Management Team (EMT). Our Board is committed to the highest standards of governance, corporate behaviour and

accountability, and creating long-term value for investors.

MERCURY’S BOARD.

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SELECTION, NOMINATION

& APPOINTMENT

All directors are elected by Mercury’s shareholders (other than directors

appointed by the Board to fill casual vacancies, who must retire and stand

for election at the next meeting of shareholders) with rotation and retirement

determined in line with the NZX Listing Rules. The Board is responsible for

considering and appointing directors to the Board after candidates have been

identified by the Nominations Committee (see Board Committees).

The Board and Nominations Committee carry out appropriate due diligence

before appointing a director or nominating a candidate for election as a

director in accordance with our governance processes.

Mercury has a written agreement with each director set out in a letter of

appointment containing the terms and conditions of their appointment.

A copy of the standard form of this letter is available in the Corporate

Governance section of our website. In addition, Mercury also enters into deeds

of indemnity and insurance with each director, in terms of which Mercury

indemnifies and provides insurance to, directors in accordance with the

Companies Act 1993.

INDUCTION & DEVELOPMENT

All new directors participate in a comprehensive induction programme to

familiarise them with Mercury’s business and the electricity industry.

The Board receives regular briefings on Mercury’s business operations from

senior managers. Regular Board strategy days are held to consider matters of

strategic importance to Mercury, and Board and management run scenario

thinking sessions for key issues. Visits to Mercury’s facilities keep the Board

informed of Mercury’s assets and operations and in particular with respect to

health and safety and wellness matters.

The Board effectiveness enhancement programme, introduced during

FY21, continued during this reporting period. The programme involves both

deep-dives into aspects of Mercury’s business, and sessions focusing on the

broader environment including future trends and innovation. Directors are also

encouraged and supported to continue their own professional development

through individual learning opportunities.

It is essential to Mercury that directors commit sufficient time to prepare and

perform their duties properly and effectively. The Board has considered this

issue during the reporting period and is satisfied that, taking into account

all of their commitments, each director had sufficient time to perform their

duties for Mercury.

THE TEAM BEHIND ENERGY FREEDOM

GOVERNANCE AT MERCURY.

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THE TEAM BEHIND ENERGY FREEDOM

GOVERNANCE AT MERCURY.

BOARD SKILLS MATRIX

In order to enable Mercury to achieve its strategic

goals, the Board strives to include an effective

combination and diversity of skills, backgrounds and

experiences of the individual directors. The Board also

focuses on ensuring that its culture reflects Mercury’s

values, to foster alignment with the wider business.

Through the Nominations Committee, the Board

assesses its skills and competencies in the context of

key outputs required, including:

• setting risk parameters for both value creation and

value protection

• cultural leadership to reflect our values,

environmental kaitiakitanga and social licence to

operate

• strategy development in an environment of

disruption, requiring the courage to challenge,

resilience and agility to respond

During the reporting period, the Nominations

Committee has considered and reviewed the skills

of the Board and updated the Board skills matrix.

Recognising that how well the Board performs is a

function of the skills and experience of individual

directors and how the directors work together as a

whole, it is considered that addressing the level of

skills and experience collectively is a better indicator of

Board capability overall.

Although the Board fosters collaborative and open

discussion and each director is expected to contribute

broadly, the key skills which individual directors

contribute to the Mercury Board are indicated in the

Director Profiles. The purpose of identifying key skills

at an individual level is to signal the skills which would

need to be considered when a director retires. This is

important for succession planning purposes.

Skill & Experience CategoryCombined BoardSkill & Experience CategoryCombined BoardSkill & Experience CategoryCombined Board

Strategy & risk settingsStakeholdersGovernance & risk management

Significant commercial

experience across

different industries and

economic cycles

Customer relationships,

including vulnerable customers

Governance experience,

including listed companies

Major project investment

and experience

Government relationships

Finance/accounting/audit

committee experience

M&A and capital

structure experience

Shareholder/investment

community relationships

Risk management process and

experience, including cyber

security and climate related

Digitisation, disruption and

innovation in energy and

other sectors

Iwi relationships/

connectivity

People leadership

Health and safety

experience

Energy industry

Climate Change and natural

resource management

(including water)

Energy industry

experience

Large organisation

leadership experience

Retail

Understanding key drivers of

value in a customer facing

business, through governance

or operational experience

Wholesale markets

trading (energy and/or

other commodities)

KEY

Medium

Some

Substantial

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REVIEWING PERFORMANCE

The performance of the directors (individually and collectively), and the

effectiveness of Board processes and committees, are regularly evaluated

using a variety of techniques including external consultants, questionnaires

and Board discussion. A performance review by an external facilitator was

carried out during the reporting period. A performance review led by the Chair

will be carried out during the calendar year 2022.

TENURE

Mercury notifies shareholders of their right to nominate a candidate for

election as a director by notice on the NZX and ASX. Where any director

election or re-election is to occur at a shareholder meeting, the Notice of

Meeting includes all information on candidates for director election or re-

election that the Board considers may be useful to shareholders. Directors

must retire every three years and, if desired, seek re-election. The Mercury

Board takes director tenure into account in considering the independence of

directors.


0-3 YEARS


3-6 YEARS


6+ YEARS

BOARD COMMITTEES

The Board has three standing committees: the Risk and

Assurance & Audit Committee (RAAC), the People and

Performance Committee and the Nominations Committee. Each

Committee focuses on specific areas of governance. Together,

they strengthen the Board’s oversight of Mercury. Committee

meetings are scheduled to coordinate with the Board meeting

cycle. Each Committee reports to the Board at the subsequent

Board meeting and makes recommendations to the Board for

consideration as appropriate.

As an exception to the NZX Corporate Governance Code, Mercury

does not comply with Recommendation 3.3 because it does not

have a separate remuneration committee. This exception has

been approved by the Board. The functions that would ordinarily

be allocated to a remuneration committee are shared between

the People and Performance Committee in respect of the Chief

Executive and the EMT, and the Nominations Committee in

respect of the directors.

An overview of the role and responsibilities, membership and

meetings of the Board’s three standing Committees during the

reporting period is provided in the table on the next page.

DirectorOriginally Appointed

Last Reappointed/

Elected

Prue Flacks (Chair)1 May 201023 September 2021

Dennis Barnes1 September 202123 September 2021

Hannah Hamling1 February 202024 September 2020

Andy Lark10 July 201424 September 2020

James Miller2 May 201227 September 2019

Scott St John1 September 201724 September 2020

Patrick Strange4 February 201424 September 2020

Mike Taitoko28 August 201523 September 2021

GOVERNANCE AT MERCURY.

James Miller, having served for three years since his last re-election, will retire

at the September 2022 ASM and stand for re-election in accordance with the

NZX Listing Rules.

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People & Performance CommitteeRisk Assurance & Audit CommitteeNominations Committee

Roles and

responsibilities

Assisting the Board to fulfil its People and Performance

responsibilities relating to:

• Mercury’s People and Performance strategy and plan

• review of inclusion and diversity objectives and

progress against objectives

• the remuneration and performance of the Chief

Executive and EMT

• People and Performance policies and practices

Monitoring and providing guidance to management on

People and Performance related matters.

Overseeing, reviewing and advising the Board on Mercury’s:

• risk management policy and processes (which include oversight

of Health & Safety assurance and climate-related risks and

opportunities)

• internal control mechanisms and internal and external audit

functions

• compliance with policies and processes

• financial information prepared by management for publication

Management retains responsibility for the implementation and

operation of adequate risk assurance, internal control and audit

systems. The Board has delegated to the RAAC the authority to oversee

and monitor these activities.

Providing assurance that the Board has the skills, experience, knowledge, diversity of thought and

perspective to comply with the law, high standards of governance and achieve Mercury’s strategic

objectives.

In particular:

• identifying, for the Board to consider, people with the necessary expertise, experience, diversity

and perspectives for selection as potential directors to be nominated for election at the next

annual shareholder meeting or to fill a casual vacancy on the Board

• ensuring that succession plans are in place for the continued effective composition and

expertise of the Board

• reviewing director nominations from shareholders

• ensuring that appropriate checks are undertaken before recommending individuals be

appointed

• developing and maintaining a record and assessment of the skills, experience and knowledge

of directors

• recommending to the Board an annual evaluation process of the Board and its committees

• developing, maintaining and recording an assessment of the skills, experience and knowledge

of directors

• recommending to the Board any proposal relating to director remuneration to be put to

shareholders

• recommending induction and continuing education for directors

MembershipAt least three directors, the majority of whom must be

independent.

Members as at 30 June 2022:

• Scott St John (Chair)

• Andy Lark

• Mike Taitoko

Prue Flacks is also a member by virtue of her position as

Board Chair.

At least three directors, each of whom must be independent non-

executives.

Members as at 30 June 2022:

• James Miller (Chair)

• Hannah Hamling

• Patrick Strange

• Dennis Barnes

Prue Flacks is also a member by virtue of her position as Board Chair.

The Board Chair is not eligible to Chair the Committee.

At least one member must have an accounting or financial background

as that term is described in the NZX Listing Rules.

At least three directors, the majority of whom must be independent.

Members as at 30 June 2022:

• Prue Flacks (Chair)

• James Miller

• Patrick Strange

MeetingsAt least three times annually.

During the reporting period, the Committee met four times.

At least three times annually.

During the reporting period, the Committee met five times.

At least annually.

During the reporting period, the Committee met twice.

GOVERNANCE AT MERCURY.

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ADDITIONAL COMMITTEES

Mercury assesses on a regular basis whether additional standing or ad hoc

committees are required. Additional temporary committees are established

from time to time, including as required to provide governance oversight on

short-term projects. As at the date of this statement, Mercury has considered

that no other standing committees are required.

COMMITTEE CHARTERS

Each standing Committee operates in accordance with a written Charter

approved by the Board and reviewed as required and at least every two years.

The Committee Charters are available in the Corporate Governance section of

our website.

GOVERNANCE AT MERCURY.

DIRECTORS’ MERCURY SHAREHOLDINGS

The Board encourages the alignment of directors’ interests with those of

shareholders and with Mercury’s strategic aims. To improve this alignment,

the Board encourages directors to accumulate meaningful shareholdings in

Mercury. Further details of directors' shareholdings in Mercury are set out in

Directors' Disclosures.

ACCESS TO ADVICE & COMPANY SECRETARY

Directors may access such information and seek such independent advice

as they consider necessary or desirable, individually or collectively, to fulfil

their responsibilities and permit independent judgement in decision making.

They are entitled to have access to internal and external auditors without

management present and, with the Chair’s consent, seek independent

professional advice at Mercury’s expense.

All directors have access to the advice and services of the Company Secretary

for the purposes of the Board’s affairs. The Company Secretary is appointed

on the recommendation of the Chief Executive and must be approved by

the Board. The Company Secretary is accountable to the Board, through the

Chair, on all governance matters. As at the date of this Corporate Governance

Statement, Howard Thomas is the Company Secretary.

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THE TEAM BEHIND ENERGY FREEDOM

AUDIT PLAN & ROLE OF AUDITOR

As a public entity under the Public Audit Act

2001, Mercury and each of our subsidiaries

(together, the ‘Group’) have the Auditor-General

as our independent auditor. The Auditor-General

appointed Lloyd Bunyan of Ernst & Young to

carry out the FY22 audit on his behalf. The NZX

Listing Rules require rotation of the key audit

partner at least every five years. The provision

of external audit services is guided by the Audit

Independence Policy available on the Corporate

Governance section of our website. Consistent

with the Stakeholder Engagement Policy, the

external auditor attends the Annual Shareholders’

Meeting and is available to shareholders to answer

questions relevant to the audit.

INTERNAL AUDIT

& RISK ASSURANCE

Mercury has a comprehensive internal audit plan

and risk assurance plan, which take a holistic view

of Mercury’s culture, practices and procedures

and include periodic reviews of relevant areas of

Mercury’s operations. The internal audit plan is

designed and approved by the RAAC each year

in consultation with the Risk Assurance Officer

and the Internal Auditor (currently made up of an

internal team, Deloitte and other internal audit and

process specialists appointed on an outsourced

basis) who report on progress and the results of

internal audit reviews at each RAAC meeting. The

Internal Auditor has access to management and

the right to seek information and explanations.

The RAAC meets with the Internal Auditor at least

once each year without management present.

During FY22, the focus of the RAAC was

compliance (regulatory), financial (growth and

climate) and people, which were trending or

elevated risks for the Group.

TIMELY & BALANCED

DISCLOSURE

Shareholders & Markets

Mercury is committed to maintaining a

fully informed market through effective

communication with the NZX and ASX, our

shareholders and investors, analysts, media and

other interested parties. Mercury provides all

stakeholders with equal and timely access to

material information that is accurate, balanced,

meaningful and consistent. Where Mercury

provides a new and substantive investor or analyst

presentation, it ensures the presentation materials

are released to the NZX and ASX ahead of the

presentation.

The Market Disclosure Policy is designed to

ensure this occurs in compliance with Mercury’s

continuous disclosure obligations under the

NZX Listing Rules. The Policy is available in the

Corporate Governance section of our website.

The Board has appointed the Company Secretary

as the Disclosure Officer who is responsible

for administering the Policy. The Disclosure

Committee (made up of the Board Chair, RAAC

Chair, Chief Executive, Chief Financial Officer and

Disclosure Officer) is responsible for ensuring that

Mercury complies with its disclosure obligations.

The Chief Executive and EMT are responsible for

providing the Disclosure Officer with all material

information relating to their areas of responsibility.

Information which, in the opinion of the Disclosure

Officer, may require disclosure is provided to the

Disclosure Committee for decision.

Disclosures relating to the annual and interim

financial statements must be reviewed by the

RAAC before being approved by the Board. Once

approved for disclosure, the Disclosure Officer is

responsible for releasing material information to

the market.

Directors consider at each Board meeting whether

there is any material information which should be

disclosed to the market.

Integrity of Reporting

The Chief Executive and the Chief Financial Officer

are required each half year and full year to provide

a letter of representation to the Board confirming

that the financial statements have been prepared

in accordance with legal requirements, comply

with generally accepted accounting practice,

and present fairly, in all material respects, the

financial position of Mercury and the results of its

operations and its cash flows.

A letter of representation confirming those

matters was received by the Board with respect to

the Group’s FY22 financial statements.

We report on non-financial information in our

Annual Report. Material environmental, social and

governance matters are covered in the report,

corporate governance statement and the TCFD

Report. To provide this information in a format

accessible to our stakeholders we use both the

Global Reporting Initiative (GRI) standards and the

International Integrated Reporting Council (IIRC)

Integrated Reporting <IR> framework. We do

not currently have a policy on assurance of non-

financial data.

OUR KEY RISKS

Climate Change Risks

For details of our key climate-related risks and

how we are managing them – please see our

TCFD Report.

Safety Risks

Mercury undertakes activities that potentially

involve significant safety risks including electrified

assets, handling of iso-pentane, steam field

operations, well drilling, operating large generation

equipment, dam safety, power station construction

and medically dependent customer management.

A key risk for Mercury is that an incident occurs

causing a fatality or serious injury to our staff, a

contractor, a customer or the public.

Compliance Risks

Legislative & regulatory changes

Regulatory changes imposed on the current

wholesale and retail market structure and pricing

regimes may affect how Mercury is managing

its integrated business model of generating and

retailing electricity and could adversely impact

on Mercury’s ability to create value. Legislative or

regulatory changes, including Treaty of Waitangi

claims, changes to consent conditions, or levies on

the use of natural resources, may result in Mercury

facing direct or indirect restrictions, conditions or

additional costs on Mercury’s access to freshwater

or geothermal resources and its hydro, wind and

geothermal generation activities.

Operational Risks

Fuel security & supply

Mercury’s generation depends upon the availability

of water for hydro generation, wind for wind

generation, and geothermal fluid for geothermal

generation. The principal risks include the inability

to generate expected levels of electricity due to

GOVERNANCE AT MERCURY.

ASSURANCE & MANAGING RISK.

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either temporarily or permanently reduced fuel

supplies, loss of access to supply, or increased

costs to secure the necessary fuel, all of which

may adversely affect Mercury’s earnings.

Electricity market exposure

In the short run, our ability to manage our

electricity portfolio risk depends upon its ability

to purchase and sell electricity in the wholesale

electricity market which could be impacted by:

• short-term changes in supply and demand

• national fuel availability based on hydrological

and thermal conditions (including extended

national drought)

• competitor behaviour

• significant reduction or ceasing of electricity

consumption (for example the New Zealand

Aluminium Smelter or other large industrial

companies)

• constrained transmission and distribution of

electricity

In the long run, wholesale prices are determined

by the level of national demand relative to supply

from power generation and can be affected by

levels of activity in the industrial sector, population

size, economic conditions, competitor behaviour,

generation build or retirement, technological

changes or new sources of energy, and regulatory

changes.

We could also be adversely affected if a

large group of customers, one or more major

customers, or a New Zealand market participant

were to default on payment for electricity provided

or for hedge settlements.

Power station availability

Our ability to generate electricity depends upon

the continued efficient operation of our power

stations. The viability, efficiency or operability of

our power stations could be adversely affected by

a range of factors including:

• material failure of turbines, transformers, or

geothermal wells that results in unplanned

power station outages which require

replacement or repair

• events, such as a global pandemic, impacting

on key people required to operate stations,

provide hydro control or trading oversight

• catastrophic events such as a major

earthquake, volcanic eruption, or other natural

catastrophes that could cause failure of one or

more of our power stations

Information security

We depend on several key systems for our

continued operations. There is a risk that the

security of critical systems will be compromised

and/or information accessed, deleted or corrupted,

impacting on our ability to operate critical

systems. Such an event could result in costs to

resolve or repair; potential downtime of operations;

potential breaches of our customers’ privacy,

including unauthorised access to their personal

information; and reputational impacts from any

loss of service, or resulting impacts on safety, our

environment or community.

Financial Risks

Insurance

Mercury is insured through a comprehensive

programme including cover for generation

property, plant and equipment and business

interruption with a combined limit of $1 billion.

Some catastrophic events are uninsurable, or

we have chosen not to insure against them as

the cost of cover is prohibitive. In the event of a

severe catastrophic event, it is possible that the

insurance portfolio will not provide sufficient cover,

impacting future operational performance and the

financial condition of Mercury. We estimate that

the maximum foreseeable loss to which the Group

could potentially be exposed is approximately $9

billion with an assessed likelihood of occurrence

of 1 in 100,000 years. We review the level and

nature of our insurance cover annually. From

1 November 2020, following a third-party risk

tolerance analysis which considered several key

financial metrics specific to Mercury, the decision

was made to retain additional financial risk in the

event of an insurable loss to our generation assets.

Side C cover, which insures the company against

liabilities arising out of securities market conduct

breaches, was also removed from our directors’

and officers’ insurance policy.

Growth & Development

Growth and development projects are subject to

risks that may affect expected financial returns or

outcomes:

• major generation development projects

during construction give rise to risks including

cost over-runs, commissioning delays,

environmental impacts and employee/

contractor safety

• political and regulatory uncertainty and

poor economic conditions may limit our

development choices or adversely affect the

viability or costs of future developments.

Other

A deterioration of our financial condition or

instability in capital markets could increase our

cost of capital, affect our ability to raise debt, or

reduce our cash liquidity thereby impacting our

financial performance and pursuit of our strategic

objectives.

The Crown’s shareholding and the provisions of

the Public Finance Act may limit our ability to raise

equity capital.

There is a risk that foreign currency or interest

rate movements may impact our earnings by

increasing the cost for imported goods and

services and the cost of debt.

Reputational Risks

Our reputation with investors, stakeholders and the

broader community is one of our most significant

assets. In addition to the risks mentioned

elsewhere in this statement, the following events

could threaten that reputation and could lead to

negative publicity resulting in the loss of business

revenues or reduction in Mercury’s value:

• errors in customer connections, billing or

general customer communications

• errors by directors, management, contractors or

related industry operators negatively reflecting

on Mercury

• adverse environmental impact caused by, or

perceived to be caused by, Mercury’s operations

• health and safety incidents under the

operational control of Mercury

• a reduction in standards of how we treat the

communities that we operate in

Other Material Risks

Other material business risks that could impact

on the short-, medium- or long-term financial

performance of Mercury (including material

exposure to economic, environmental or social

sustainability risks) include: political, regulatory,

foreign exchange, accounting and other

international jurisdiction risks; and catastrophic

events (including dam failure causing inundation

and significant reinstatement time).

GOVERNANCE AT MERCURY.

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RISK MANAGEMENT FRAMEWORK

& RAAC RESPONSIBILITIES

Risk management is an integral part of our business.

We have an overarching Risk Management Policy in

place (available in the Corporate Governance section of

our website) supported by a suite of risk management

policies appropriate for our business, including Risk

Appetite Statement, the Mercury Code, an Energy

Markets Risk Management Policy, a Treasury Policy and

a Delegations Policy.

The purpose of the Risk Management Policy is

to embed a comprehensive, holistic, Group-wide

capability in risk management which provides a

consistent method of identifying, assessing, controlling,

monitoring and reporting existing and potential risks to

our business and to the achievement of its plans. The

Policy sets out the risk management objectives and

requirements of Mercury within which management is

expected to operate. The Policy applies to all business

activities of the Group including Mercury-controlled

joint ventures and is reviewed annually by the RAAC

and approved by the Board.

The risk management framework supports a

comprehensive approach to risk, encompassing

financial, strategic, environmental, operational,

regulatory, reputational, social and governance risks.

This includes assessing and managing climate-related

risks.

The framework involves actively identifying and

managing risk and taking measures to reduce the

likelihood of risk, contain potential hazards and take

mitigating action to reduce impacts in line with risk

tolerances. This approach is consistent with the

precautionary principle.

We must accept some risks to achieve our strategic

objectives and to deliver shareholder value. These are

embodied in our Risk Appetite Statement which are

set and regularly reviewed by the Board. As part of the

GOVERNANCE AT MERCURY.

current Risk Appetite Statement, Mercury targets a

long term credit profile of bbb on a stand-alone basis

from S&P Global (or its equivalent).

We have a Risk Assurance Officer who has the

independence to determine the effectiveness of risk

management, assurance and internal audit. The Risk

Assurance Officer has a dual reporting line to the

Chief Financial Officer and the RAAC Chair. The RAAC

tasks the Risk Assurance Officer to ensure healthy and

robust debate and interaction between management,

risk assurance and audit providers.

Our management operates a Risk Management

Committee whose mandate is to promote risk

awareness and appropriate risk management

to all employees and to monitor and review risk

activities as circumstances and our strategic and

operational objectives change. Membership of

the Risk Management Committee is made up of

representatives from the Executive Management

Team and is chaired by the Chief Executive. The Risk

Management Committee meets at least four times

each year.

In addition to these risk management processes

several measures are employed to manage risks,

including employee awareness, incident training,

due diligence, financial risk mitigation tools, active

involvement in the regulatory environment and

established whistle blower policy and procedures.

As noted above, the RAAC is responsible for

overseeing, reviewing and providing advice to the Board

on Mercury’s risk management policies and processes.

The Risk Assurance Officer reports regularly to the

RAAC on the effectiveness of our management of

material business risks. In addition, the RAAC annually

reviews the risk management framework. The last

review of the risk management framework took place

in FY22.

Mercury’s Constitution, and relevant Charters and

Policies are available in the Corporate Governance

section of Mercury’s website.

BUSINESS

FUNCTIONS

GOVERNANCE

Establishes,

communicates and

implements risk

management

Oversees the

framework

Monitors

implementation

of framework and

tests controls

Manages day


to day risks

and controls

All Business

Units

Risk

Management

Committee

Risk Assurance


& Audit

Committee

Risk

Assurance

Officer

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OUR INVESTOR RELATIONS

PROGRAMME

We are committed to open and effective communication

with our stakeholders and owners by providing

comprehensive relevant information. Mercury takes the

steps set out in our Stakeholder Engagement Policy to

achieve this.

Mercury communicates with its investors in various ways,

including the Investor section of our website, annual

shareholders’ meetings (ASM) and webcasts, our annual

and interim reports, regular information disclosures, and

analyst and investor briefings and road shows. Mercury

aims to provide clear communication of our strategic

direction, including articulating our strategic priorities and

how these leverage Mercury’s competitive advantages.

We also run a programme to build understanding and

appropriate measurement of Mercury’s performance

among investors and research analysts. That programme

aims to be responsive, clear, timely, consistent, even-

handed and accurate, and is designed to ensure

appropriate access to management and directors.

Summary records of the issues discussed at meetings

with investors and analysts are kept for internal use,

unless a recording or transcript of the presentation is

published on our website.

WEBSITE

Mercury’s website contains a comprehensive set

of investor- related information and data including

stock exchange and media releases, interim and

annual reports, investor presentations and webcasts, and

shareholder meeting materials. Mercury will continue to build

environmental, social and governance (ESG) website content

to meet the increasing demand for transparent disclosures of

its performance across these areas and the management of

long-term risks and opportunities.

Shareholders can direct questions and comments to Mercury

through the website or contact investor@mercury.co.nz.

ANNUAL SHAREHOLDERS’ MEETINGS &

WEBCASTS

ASMs are held in New Zealand at a time and location which

aim to maximise participation by shareholders. Mercury’s

tenth ASM since listing on the NZX Main Board and ASX will

be held in Auckland on 22 September 2022. As at the date

of this statement, preparations are well underway for our ASM

that will be held in a hybrid format (in person and on line) for

the first time. This approach is considered by the New Zealand

Shareholders’ Association as the most effective approach to

enable meaningful shareholder participation.

ELECTRONIC COMMUNICATIONS

We encourage shareholders to provide email addresses to

enable them to receive shareholder materials electronically.

Communicating electronically is faster and more cost-

effective. Most of our shareholders receive information

electronically. However, we understand that this does not

suit everyone and we also provide hard copy reports to

shareholders who wish to receive them

GOVERNANCE AT MERCURY.

At Mercury, all our people strive to do what’s right. We

have put in place the Mercury Code to ensure that

our people know what the ‘right thing to do’ is. The

Mercury Code documents the behaviours we require to

embed and sustain our culture to successfully deliver

our strategy and achieve our Purpose of inspiring New

Zealanders to enjoy energy in more wonderful ways.

MERCURY ATTITUDE

A Mercury employee is expected to apply the Mercury

Attitude. This attitude shapes our decisions, our actions

and our interactions with each other.

• Commit and Own it

• Share and Connect

• Be Curious and Original

Our Mercury Attitude aligns our direction to achieve our

Purpose.

THE MERCURY CODE & OUR POLICY

FRAMEWORK

The Mercury Code, which was adopted and is regularly

reviewed by our Board, is our version of a code of conduct

and ethics. The Mercury Code underpins everything we

do. It requires all Mercury people, including directors and

employees, to act honestly and with integrity and fairness

at all times, and to strive to foster those standards within

Mercury. The Mercury Code is available in the Corporate

Governance section of our website.

ENGAGING WITH INVESTORS.ACTING ETHICALLY & RESPONSIBLY.

The Mercury Code and the policy framework described

below support our promises to each other and define our

commitment to our customers, our people and community

and our investors.

Directors are required, in the performance of their duties, to

give proper attention to the matters before them and to act in

the best interests of Mercury at all times.

We also want to ensure that we work with suppliers who

share our commitment to acting ethically and doing the right

thing. Our Supplier Code of Conduct describes the way we

work with our suppliers and what we expect in return. The

Supplier Code of Conduct includes our commitments and

our expectations in relation to social responsibility, health and

safety, compliance with all applicable modern slavery laws,

environmental responsibility, and business integrity.

The Supplier Code of Conduct is available in the Corporate

Governance section of our website.

The areas set out in the table on the next page are of

fundamental importance to Mercury to ensure good

governance and responsible business practices are followed.

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Our Governance & Responsible Business Practices

ConflictsConflicts of interest must be avoided, except with the prior consent of Mercury. Mercury people are

encouraged to discuss possible conflicts with their manager. Mercury takes practical, preventative action

wherever possible, for example by substituting project managers in circumstances of possible conflict with

contractors and suppliers.

Our directors declare all potential conflicts of interest prior to appointment and if applicable, at each Board

meeting in relation to specific agenda items.

BriberyThe acceptance of bribes, including gifts or personal benefits of material value which could reasonably

be perceived as influencing decisions, is prohibited under the Mercury Code. Under Mercury’s Delegations

Policy, donations to political parties are prohibited.

Use of

Mercury Assets

The Mercury Code places restrictions on the use of corporate information, assets and property. All persons

covered by the Mercury Code are encouraged to report any breach or suspected breach of the Code.

WhistleblowingWe provide a framework for the protection of employees wishing to disclose serious wrongdoing. This is

described in Mercury’s Whistleblowing Policy.

Employees are also encouraged to voice with their manager, the HR team, the General Counsel, other

managers or directors any concern over ethical or irresponsible behaviour, even if not reaching the threshold

of serious wrongdoing.

Trading In

Company Securities

Mercury’s Trading in Company Securities Policy sets out the rules and restrictions relating to trading in

Mercury securities by directors and employees and contractors, including the prohibition on insider trading.

The Policy is closely monitored by the Company Secretary and is overseen by the RAAC.

The Chief Executive and EMT members are prohibited, by the Trading in Company Securities Policy, from

entering into transactions in associated products which limit the economic risk of participating in unvested

entitlements under Mercury’s Long-Term Incentive Plans.

Market DisclosuresOur Market Disclosure Policy ensures we maintain a fully informed market through communication with the

markets, investors and stakeholders and by giving them equal and timely access to material information.

Integrated

Sustainability

Our Integrated Sustainability Policy sets out the core principles and values that promote ethical and

responsible decision making.

We recognise that our success in creating long-term value for our shareholders (including our operational

and financial results) depends on maintaining confidence in: how the Company acts and conducts its

business; our approach to managing natural resources and meeting environmental standards; our health

and safety culture and practices; the service we provide for our customers; the employment experience we

offer our people; the relationships we have with our business partners and the communities within which we

operate; and broader measures of economic, environmental and social performance.

Under the Policy, we commit to integrating sustainability through principles relating to our five-pillar

strategy: Customer, Partnerships, Kaitiakitanga, People, Commercial.

GOVERNANCE AT MERCURY.

Our Governance & Responsible Business Practices

PrivacyWe are committed to the safeguarding and proper use of personal information. We have a comprehensive

Privacy Policy, which is reviewed every two years, and a robust privacy framework. Privacy is afforded

significant consideration within Mercury and is managed in accordance with our risk management

framework.

Our General Counsel is Mercury’s Privacy Officer and is responsible for implementing our Privacy Policy,

promoting awareness of privacy matters, monitoring matters on a day-to-day basis, and escalating matters

as required to our Chief Executive, with notification to our Risk Management Committee. Privacy issues

are reported to the Risk Management Committee on a quarterly basis. We also have a Group Information

Security Manager who is responsible for ensuring that appropriate systems and processes are in place for

the storage and security of personal information.

Environmental Our Environmental Policy recognises that our generation activities rely on access to natural resources that

we know are highly valued by our communities. We strive to maintain this trust by working with partners to

deliver renewable electricity and make a long-term difference New Zealand’s environmental health.

We work responsibly to deliver today and sustainably for future generations and will achieve this by

focussing on: Kaitiakitanga, challenging our performance, promoting awareness, complying with

requirements, and setting objectives and targets.

Modern SlaveryDuring the reporting period we prepared and reported our Modern Slavery Statement in line with our

obligations under the Australian Modern Slavery Act 2018.

Our statement outlines the work undertaken during FY21 to assess and address the risk of modern slavery

in our operations and supply chain and identified the following key focus areas for FY22: identifying and

engaging with strategic suppliers on modern slavery risks in supply chains, utilising recently developed

procurement guidelines and commercial procurement plan to encourage and improve consideration of

sustainability and ethical supply, and a continued focus on improving our spend visibility.

TCFD and Carbon

Reporting

Since 2018, Mercury has been developing transparent sustainability reporting in line with the framework set

out by the Financial Stability Board Taskforce on Climate Related Financial Disclosures (TCFD). In this report,

we have disclosed against this framework, including disclosure of Mercury’s actual and potential impacts

of climate-related risks and opportunities on Mercury’s business, strategy and financial planning; and

extensive reporting on Mercury’s carbon position. Refer to the TCFD Report.

Takeover Response

Policy

We have adopted a Takeover Response Policy to guide the Board and management if the Company receives

a takeover notice or the Company becomes aware that a takeover offer in respect of the Company (or an

analogous scheme of arrangement) is, or is likely to be, proposed by another person.

The Mercury Code, Modern Slavery Statement, and all Policies referred to in the table above are available on the Corporate

Governance section of our website.

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We do everything we can to make Mercury a great

and safe place to work, where all our employees

feel engaged and motivated to live up to their full

potential, and also the full potential of their teams.

Our commitment to diversity and inclusion

starts with our Inclusion and Diversity Policy and

framework. A copy of this policy is available in the

Corporate Governance section of our website.

Mercury’s approach to diversity and inclusion is

aligned to the following principles:

• pursue diversity of our workforce at all levels;

• create a flexible and inclusive work environment

that values difference and enhances business

outcomes;

• harness diversity of thought and capitalise on

individual differences;

• attract and retain a talented workforce through

increasing the diversity of the candidate pool

and maintaining a recruitment strategy that is

attractive to all candidates.

Our diversity and inclusion strategic objectives are

to lift the diversity of our workforce at all levels and

raise awareness of diversity and inclusion across

the organisation to build our inclusive leadership

and culture.

We aim to deliver on these objectives through

activity in five focus areas:

• Targets & Measures: implementing simplified

targets for diversity and communicate and

measure against these in a way that establishes

clear expectations and drives change.

• Employee Network Groups: enable passionate

employees to take ownership of initiatives,

which grow awareness, celebrate uniqueness

and promote inclusiveness.

• Strategic Partnerships: build our external

partnerships and relationships and leverage

opportunities to utilise expertise, bring in

diverse opinions, and align our diversity

initiatives with best practice.

• Capability Building & Awareness: develop

internal capability and increase awareness of

inclusion and diversity across the business to

ensure we have thriving diverse talent and an

inclusive culture.

• Aligned Employment Practices: create and

maintain a working environment which

supports diversity and inclusion in all aspects of

the employee experience.

Our progress against diversity and inclusion goals is

measured against objectives set by the Board. These

objectives are made up of a mixture of targets and

benchmarks. Generally, targets exist where we believe

that achieving diversity in that area is aided by us

working towards a specific measure. In other areas,

we use benchmarks where comparison against those

identified data points will help inform our view of how

our work towards diversity in that area is progressing.

Diversity and Inclusion is also covered in the

People Pillar story, with details of specific initiatives

underway.

GOVERNANCE AT MERCURY.

Mercury embraces and celebrates diversity in all its forms.

A key element of the Mercury Attitude is that we encourage

our people to share and connect.

DIVERSITY & INCLUSION.

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GOVERNANCE AT MERCURY.

ObjectivesFuture years - targetsPrior years - actuals and targets

Gender

We have clear and simple targets for gender diversity of 40:40:20 at all levels.

This means we aim for a minimum of 40% female and 40% male, with the balance

being any gender.

Pay Equity

We ensure that everyone is rewarded fairly for their work.

Employee GroupFY23FY24FY25

June 2021

Target

June 2021

Actuals

(Female/Male)

June 2022

Target

June 2022

Actuals

(Female/Male)

All Employees40:40:2040:40:2040:40:2043%38% / 62%45%39% / 61%

People Leaders40:40:2040:40:2040:40:2034%32% / 68%35%35% / 65%

EMT40:40:2040:40:2040:40:20>36%43% / 57%>40%44% / 56%

Board40:40:2040:40:2040:40:20>36%25% / 75%>40%25% / 75%

Pay EquityOur target is 100% Pay Equity.100%97. 2%100%94.9%

Ethnicity

Aligned to our goal of having clear & simple targets, we have simplified long-term

targets for ethnicity of 15:15:10. This means we aim for a minimum of 15% Māori,

15% Asian and 10% Pasifika at all levels (these are closely aligned to our population

demographics and are minimums).

EthnicityFY23FY24FY25

June 2021

Target

June 2021

Actuals

June 2022

Target

June 2022

Actuals

Māori

Employees

People Leaders


15%

15%


15%

15%


15%

15%


6%

5%


4%

1%


7%

6%


4%

2%

Asian

Employees

People Leaders


15%

15%


15%

15%


15%

15%


22%

11%


22%

13%


23%

13%


23%

14%

Pasifika

Employees

People Leaders


10%

10%


10%

10%


10%

10%


9%

4%


6%

2%


10%

5%


5%

1%

Age

To ensure our business is diverse in a range of ways, we monitor our age profile to check

that we are aligned to the national median. The median age of the NZ workforce is 41.6 years

(National Labour Force projections, 2020)

Benchmark against

national median

age of the labour

force in New Zealand

national labour force

projections

44, consistent with

national labour force

projections

Benchmark against

national median

age of the labour

force in New Zealand

National Labour

Force projections

41.7, consistent with

national labour force

projections

The above figures exclude Trustpower employees, except for those figures relating to the EMT.

At 30 June 2022, the proportion of women on the EMT (including the Chief Executive) was 44%, or four out of nine (as at 30 June 2021 this was 43% or three out of seven). The proportion of women on the Board at balance date was 25%, or two out of eight, including the

Chair (as at 30 June 2021 this was 25%, or two out of eight). Our Future Director is a woman. No Directors or EMT self-identify as gender diverse.

In April 2022 we moved our banding framework to Strategic Pay. Following the reevaluation of all roles there have been adjustments to position in ranges impacting gender pay equity. At 30 June 2022, our gender pay equity was 94.9%. Gender pay equity is calculated as the

average position in range (relative to the role's band midpoint) of female fixed remuneration compared with the average position in range of male fixed remuneration. Our gender pay gap which compares the median hourly rate between males and females was 21.7%.

Pay equity by ethnicity compared to "other" ethnicity was Māori 96.1%; Asian 93.9% and Pasifika 90.1%. The ethnicity pay gap which compares the median hourly rate between each ethnicity and "other" ethnicity was Māori 25.7%; Asian 18.6% and 51.6% for Pasifika.

The Board believes that for this reporting period Mercury has made progress towards achieving our inclusiveness and diversity objectives and against our Inclusion and Diversity Policy generally. However, the Board notes that continued focus is required in order for us to

achieve our FY23 diversity targets.

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Dear Shareholder

As Chair of the People and Performance Committee

(PPC) of the Board, it is my pleasure to present our

Remuneration Report for the year ended 30 June

2022.

This report outlines Mercury’s strategy and approach

to remuneration, in particular for its executives. It sets

out remuneration information for the Chief Executive,

Chief Financial Officer and directors.

Mercury’s Board is committed to a remuneration

framework that promotes a high-performance culture

and aligns executive reward to the achievement

of strategies and objectives to create sustainable

value for shareholders. The Board is committed to

demonstrating transparency in its remuneration policy

and practice.

The Board is supported by the PPC for these activities.

The role and membership of the PPC is set out in

Governance at Mercury.

The Board reviewed management performance

against the short-term incentives (STIs) Key

Performance Indicators (KPIs). The Board determined

that stretch targets were met for commercial and

growth KPIs. The Board agreed that the partnership

stretch KPI was not fully met and therefore was

SCOTT ST JOHN

CHAIR, PEOPLE & PERFORMANCE COMMITTEE

Executive remuneration

Mercury’s remuneration policy for the EMT is founded

on three guiding principles:

• remuneration is aligned to long-term sustainable

shareholder value

• remuneration for individuals will reflect the level of

performance and delivery of successful outcomes

• simplicity over complexity will be reflected in the

design

Total remuneration is made up of three components:

fixed remuneration, short-term performance incentives

and long-term performance incentives. Short- and

long-term performance incentives are deemed ‘at-risk’

because the outcome is determined by performance

against a combination of predetermined financial and

non-financial objectives.

Mercury’s remuneration philosophy is to pay for

performance and there is an opportunity for

executives to receive, where performance has been

exceptional, a total remuneration package in the upper

quartile for equivalent market-matched roles.

The PPC reviews the annual performance appraisal

outcomes for all members of the EMT and approves

the outcomes for all EMT members other than the

Chief Executive. The Chief Executive’s remuneration

is approved by the Board on the recommendation

of the PPC. The review takes into account external

benchmarking to ensure competitiveness with

comparable market peers, along with consideration

of an individual’s performance, skills, expertise and

experience.

Fixed remuneration

Fixed remuneration consists of base salary and

benefits. Mercury’s policy is to pay fixed remuneration

with reference to the fixed pay market median.

Short-term performance incentives

Short-term incentives (STIs) are at-risk payments

designed to motivate and reward for performance fairly

in that financial year.

The target value of an STI payment is set annually,

usually as a percentage of the executive’s base salary.

For FY22 the relevant target percentage for the Chief

Executive was 50% and up to 40% for other EMT

members.

A proportion (70% for the Chief Executive and 50% for

other EMT members) of the STI is related to a shared set

of Key Performance Indicators (KPIs) based on business

priorities for the next 12 months, with the objective of

aligning the EMT’s focus with the company’s priorities.

For FY22 the share KPIs were aligned under six three

year goals. The FY22 weighting for the commercial

goal was 40% with the other five goals being worth 10

or 15%. The Commercial KPI is normalised for positive

and negative annual variations in hydrology as these are

beyond management’s control. The criteria were selected

to closely to align with Mercury’s strategic objectives,

purpose and goals.

For FY22 there were two performance levels within each

goal: ‘on-target’ and ‘stretch’. The stretch performance

levels allowed employees to be rewarded for exceptional

performance. The maximum amount of an STI payment

for an EMT member for the shared KPIs was 160% of the

STI on-target amount.

REMUNERATION

REP ORT.

reduced. For the people and sustainability KPIs the

target was met and for the culture KPI the target was

not met as the engagement score fell slightly short of

target and Diversity metrics were not achieved. The

result is that the Company STI was awarded at 79% of

maximum.

In FY22 New Zealand faced some significant

challenges with skill shortages and unprecedented

pressure on salaries. This year we focussed salary

movements for those employees on lower salaries.

Mercury has always paid its permanent employees

above the living wage.

I am impressed with the way the Executive

Management Team (EMT) and our employees

responded to the challenges this year.

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Each grant under the LTI plan has two tranches with different

performance hurdles:

• 50% of the grant is based on Mercury’s TSR relative to

the performance of an industry peer group (comprising

Meridian Energy, Genesis Energy, Contact Energy and

Trustpower (for FY22 vesting only)). There is no positive

TSR performance gate on this tranche but Mercury’s TSR

must be at the 50th percentile of the comparator group for

any award to be made on this component of the LTI plan

• 50% of the grant is based on Mercury’s absolute TSR

against the company’s cost of equity over the vesting

period, plus 1%.

For the FY22 grant period commencing 1 July 2021, the

value represented 75% of the Chief Executive base salary and

between 25% to 35% of base salary for other EMT members

as at that date.

The Board retains discretion over the final outcome of the LTI

plan, to allow appropriate adjustments where unanticipated

circumstances may impact performance, positively or

negatively, over a three-year period.

REMUNERATION REPORT.

The balance of the STI for the Chief Executive is related to

individual performance measures set by the Board. In the case of

other EMT members, the balance is related to business unit and

individual performance measures.

In the event all on-target KPIs are not met on the Scorecard, no

STI payment will be made.

The Board retains discretion to ensure the final outcome of STI

payments fairly reflects performance over the relevant financial

year.

For FY23 we have identified the 12 KPIs that matter most. The

FY23 weighting for the commercial goal remains at 40% with

the other five goals being worth 10 or 15%.

Long-term performance incentives

Long-term performance incentives (LTIs) are at-risk

payments designed to align the reward of executives with the

enhancement of shareholder value over a multi-year period.

Under the LTI plan, grants are made annually with

performance measured over a three-year period. The LTI

plan is a dividend protected share rights plan and executives

are granted a number of share rights determined by dividing

the face value of the grant by the value of one Mercury share

at the date of the grant. At vesting, subject to meeting the

performance hurdles, each share right is converted to one

ordinary share. The executive may also receive additional

shares representing the value of dividends paid over the

vesting period. The executive is liable for tax on the shares

received at this point.

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Chief Executive's remuneration (FY22 & FY21)

Salary

1

$Benefits

2

$Subtotal $Pay for performance $

Total remuneration

$

STILTISubtotal

Chief Executive – Vince Hawksworth

FY221,263,97657,5 431,321,519750,924N/A750,9242,072,443

FY211,212,64448,97 11,261,615537,900N/A537,9001,799,515

Note 1: Actual salary paid includes holiday pay paid as per NZ legislation. The base salary for Vince Hawksworth for FY21 was $1,200,000 and

$1,224,000 for FY22.

Note 2: Benefits include KiwiSaver and insurance.

For reference: On 1 April 2020 Vince Hawksworth was appointed to the Board of Tilt Renewables Ltd as a Director. For the FY22 period,

he was paid $9,714 (gross) in director fees by Tilt Renewables.

Five-year summary – Chief Executive's remuneration

Total

remuneration

paid

3

$

Percentage

STI against

maximum

4

%

Percentage

vested LTI against

maximum %

Span of LTI

performance

period

Chief Executive –

Vince HawksworthFY222,072,44377N/AN/A

FY211,799,51550N/AN/A

FY20513,94051N/AN/A

Chief Executive –

Fraser WhinerayFY201,653,47669872017 – 2020

FY191,975,71565502016 – 2019

FY181,803,2836702015 – 2018

Note 3: Total remuneration paid including Salary, Benefits, STI and LTI payments.

Note 4: For FY22 the Maximum STI was 160% of ‘on-target’ performance pay. All other years the Maximum STI was 178% of ‘on-target’

performance pay.

Breakdown of Chief Executive's pay for performance (FY22)

5

DescriptionPerformance measures

Percentage

achieved by

Vince Hawksworth

STI

6

Set at 50% of base salary. Based

on a combination of key financial

and non-financial performance

measures

70% based on the six Company Shared goals

(weighted 10-40%)

126

20% based on individual measures115

10% based on business KPIs (for Chief Executive only)115

Note 5: Vince Hawksworth was not issued shares under the FY20-FY22 grant issued 1 July 2019 due to starting Mercury in 2020.

Therefore, no LTI was awarded to Vince in FY22.

Note 6: The above STI for FY22 will be paid in FY23.

Five-year summary – TSR Performance (company vs peer group)

0

-10

-20

10

20

30

50

40

30 June

2018

30 June

2019

30 June

2020

30 June

2021

30 June

2022

TSR %

Mercury

Peer group

NZX 50

CHIEF EXECUTIVE’S REMUNERATION.

REMUNERATION REPORT.

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KiwiSaver

The Chief Executive is a member of KiwiSaver. As a member of this scheme, the Chief Executive is eligible to contribute and

receive a company contribution of 3% of gross taxable earnings (including short- and long-term incentives). For FY22, the

company’s contribution for Vince Hawksworth was $54,056.

FY23 CHIEF EXECUTIVE’S REMUNERATION STRUCTURE

The Board has elected, in the interests of transparency, to disclose in advance the structure and package that will apply for FY23.

FY23Base Salary $Benefits

7

$Subtotal $Pay for performance 'on-target' $

Total remuneration

$

STILTI granted

8

Subtotal

Chief

Executive1,285,20042,0431,327,243771,120963,9001,735,0203,062,263

Note 7: Benefits include KiwiSaver and insurance.

Note 8: This LTI will be granted in FY23 and, if hurdles are met, paid in shares in 2025.

Chief Executive’s remuneration performance pay for FY23

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$000

FixedOn-planMaximum

Long-term Incentives Granted (2025 vesting)

Annual Variable

Base Salary & Benefits

CHIEF FINANCIAL OFFICER’S REMUNERATION

In the interests of providing greater transparency of executive remuneration, the Board has elected to provide details regarding

total remuneration paid to the Chief Financial Officer.

In FY22, the Chief Financial Officer received remuneration totalling $919,258. This amount included a $170,575 STI payment and

a $186,719 LTI payment, both relating to FY21 but paid in FY22. The remaining $561,964 was a combination of fixed remuneration

and benefits.

REMUNERATION REPORT.

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SHARE OWNERSHIP

The Chief Executive and Chief Financial Officer’s ownership of Mercury shares as at 30 June 2022 are:

Executive

Number of shares owned (excludes shares

held in trust for the LTI scheme)

Change in shares owned

since 30 June 2021

Chief Executive32,511

10

431

Chief Financial Officer033,959

11

Balance of EMT

9

164,39767,935

Note 9: Balance of shares owned by other EMT members as at 30 June 2022, excluding shares owned by the Chief Executive and

Chief Financial Officer.

Note 10: Chief Executive shares include shares held in personal capacity as well as those held in trust. The Chief executive also has a beneficial

interest in 100,000 MCY040 bonds held in trust.

Note 11: The Chief Financial Officer disclosed in an Ongoing Disclosure Notice to the market dated 15 September 2021 a transfer of 33,959

shares to Tracey Meek, the Chief Financial Officer's wife. The Chief Financial Officer ceased to have a relevant interest in these shares

upon transfer to Tracey Meek.

EMPLOYEE REMUNERATION

The Group paid remuneration in excess of $100,000 including benefits to 425 employees (not including directors) during the FY22

year in the following bands:

Remuneration band

12


Currently employed No longer

employed

Total

$100,001-$110,00043649

$110,001-$120,000551065

$120,001-$130,00054155

$130,001-$140,00048856

$140,001-$150,00038745

$150,001-$160,00032133

$160,001-$170,0002222

$170,001-$180,00014317

$180,001-$190,000617

$190,001-$200,00018220

$200,001-$210,0008311

$210,001-$220,00055

$220,001-$230,00066

Remuneration band

12


Currently employed No longer

employed

Total

$230,001-$240,00033

$250,001-$260,000213

$260,001-$270,000134

$270,001-$280,00044

$300,001-$310,00011

$310,001-$320,00033

$320,001-$330,00011

$330,001-$340,000112

$360,001-$370,00011

$370,001-$380,00011

$380,001-$390,000112

$390,001-$400,00011

$410,001-$420,00011

$470,001-$480,00011

$510,001-$520,00011

$620,001-$630,00011

$670,001-$680,00011

$790,001-$800,00011

$910,001-$920,00011

$1,850,001-$1,860,00011

Total37649425

Note 12: The remuneration bands above include 5 employees who received redundancy payments in FY22.

The total remuneration ratio for FY22 between employee (median) and Chief Executive was 1:25. This is based on, for employees,

actual remuneration paid in FY22 (employee median was $82,700) and for the Chief Executive, the amount specified in the table

on page 102, $2,072,443.

REMUNERATION REPORT.

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DIRECTOR REMUNERATION

The directors’ remuneration is paid in the form of directors’ fees. Additional fees are paid to the Chair and in respect of work carried out by

directors on various Board committees to reflect the additional time involved and responsibilities of these positions.

The total pool of fees able to be paid to directors is subject to shareholder approval and currently stands at $1,085,400. Directors’ fees were last

reviewed in 2021, with the increase taking effect from 1 October 2021. These fees are set following consultation with key stakeholders and having

considered independent remuneration benchmarking advice. Mercury meets directors’ reasonable travel and other costs associated with Mercury

business. Mercury does not pay any retirement benefits to non-executive directors. The following people held office as directors during the year to

30 June 2022 and the remuneration set out in the table below was approved during the period. The number of meetings and attendance rate by

directors during the year to 30 June 2022 was as follows:

DirectorBoard

Risk Assurance &

Audit Committee

People &

Performance

Committee

Nominations

CommitteeTotal

15

No. of meetings9*5

18

4220

Fees $

Meetings

Attended Fees $

Meetings

Attended Fees $

Meetings

Attended Fees $

Meetings

Attended Fees $

Prue Flacks

198,750

14

(Chair)

9542198,750

Dennis Barnes85,41788,6674

16

2

16

94,083

Hannah Hamling101,750 912,2505 1

16

114,000

Andy Lark101,750 91

16

9,5004111,250

James Miller101,750 9

23,500

(Chair)

17

55,5002130,750

Scott St John101,750 94

16

20,300

(Chair)

4122,050

Patrick Strange101,750 912,25055,5002119,500

Mike Taitoko101,750 99,5004111,250

Keith Smith22,64426,008228,652

Total917, 31162,67439, 30011,0001,030,285

13

*In addition to the meetings detailed above, two further meetings were held during FY22. These meetings were outside of, and in addition to, the usual meeting cycle and were

in relation to an M&A transaction and Mercury's annual insurance renewal.

Note 13: The total pool for Directors fees of $1,085,400 in FY22 was not fully exhausted.

Note 14: Prue Flacks’ fees cover attendance at all Committee meetings.

Note 15: Disclosure Committee is not reported on as these occur as ad-hoc and on an as required basis.

Note 16: Dennis Barnes attended two People & Performance Committee meeting and one Risk and Assurance Committee meeting as an observer. Hannah

Hamling attended one People & Performance Committee meeting as an observer. Scott St John attended four Risk and Assurance Committee meetings

as an observer. Andy Lark attended one Risk and Assurance Committee meeting as an observer.

Note 17: James Miller became Chair of the Risk & Assurance Committee on Keith Smith’s retirement.

Note 18: There was one out of cycle Risk and Assurance Committee meeting held in September. There are typically four Risk and Assurance Committee meetings

in a financial year.

For reference: Future Director Kim Gordon was paid $20,000 in relation to her role as future director in FY22.

REMUNERATION REPORT.

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INTERESTS REGISTER

Disclosure of Directors’ Interests

Section 140(1) of the New Zealand Companies Act 1993 requires a director of a company to disclose certain interests.

Under subsection (2) a director can make disclosure by giving a general notice in writing to the Company of a position

held by a director in another named company or entity. The following are particulars included in the Company’s Interests

Register as at 30 June 2022:

Prue Flacks

Chorus LimitedDirector

2

Hannah Hamling

None

Andy Lark

Group Lark Pty LimitedChair

Dubber Pty LimitedChief

Marketing

and Strategy

Officer

James Miller

NZX LimitedChair

ACCDeputy Chair

2

Channel Infrastructure NZ Limited

(formerly The New Zealand Refining

Company Limited)

Director

ACC Board Investment CommitteeChair

2

ACCGovernance

roles

2

Vista Group International LimitedDirector

Scott St John

Fisher & Paykel Healthcare

Corporation Limited

Chair /

Shareholder

Fonterra Co-operative Group Limited Director

Next Foundation (and associated vehicles)Director

ANZ Bank New Zealand Limited Director

1

Patrick Strange

Chorus LimitedChair

Auckland International Airport LimitedChair

Mike Taitoko

Takiw ā L imi te dDirector/

Shareholder

Takiwā NZ LimitedDirector/

Shareholder

1

Maratini Holdings LimitedDirector/

Shareholder

Canvasland Holdings LimitedDirector/

Shareholder

Waiora Consulting LimitedDirector/

Shareholder

Toha Foundry LimitedDirector/

Shareholder

Dennis Barnes

Contact Energy Limited Shareholder

1

Tilt Renewables (Australia) and subsidiariesDirector

1

1. Entries added by notices given by the directors during the year

ended 30 June 2022.

2. Entries removed by notices given by the directors during the year

ended 30 June 2022.

Keith Smith retired as a director during the period on 23

September 2021. The following are particulars included

against his name in the Company’s Interest Register during

the period.

Keith Smith

Enterprise Motor Group Limited

and subsidiaries

Chair

H J Asmuss & Co LimitedChair

Mobile Surgical Services Limited

and subsidiaries

Chair

Goodman (NZ) Limited and subsidiaries Chair

Cornwall Park Trust Board Trus tee

Sir John Logan Campbell Residuary Estate Trus tee

Healthcare Holdings Limited & subsidiaries

and associates

Chair

Advisory board of Tax Traders Limited Member

Anderson & O’Leary Limited Chair

Treescape Limited Director

TILT Renewables Limited Shareholder

Sky Network Television Limited Director

DIRECTORS’ DISCLOSURES.

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Directors’ & Officers’ Indemnities

Indemnities have been given to and insurance has been effected for, directors and senior managers of the Group to cover acts or

omissions of those persons in carrying out their duties and responsibilities as directors and senior managers.

Disclosure of Directors’ Interests in Share & Bond Transactions

Directors disclosed, pursuant to section 148 of the New Zealand Companies Act 1993, the following acquisitions and disposals of

relevant interests in shares and bonds during the period to 30 June 2022:

Name of director

Date of acquisition/

disposal of relevant

interest

Nature of relevant

interest

Consideration

(NZD)

Securities in which a

relevant interest was

acquired/(disposed)

Prue Flacks1 April 2022 Transfer of ordinary

shares as a result of

participation in Mercury's

Dividend Reinvestment

Plan

3, 349.37


601

Scott St John 1 April 2022 Transfer of ordinary

shares as a result of

participation in Mercury's

Dividend Reinvestment

Plan

3,600.16 646

Hannah Hamling4 April 2022 On market acquisition

of ordinary shares

7 7,4 8013,000

Prue Flacks16 May 2022 Acquisition of 120,000

MCY050 capital bonds

upon allotment by

Mercury NZ Limited

pursuant to the offer of

MCY050 capital bonds

under the Term Sheet

dated 5 May 2022

120,000 120,000

Prue Flacks18 May 2022On market acquisition of

80,000 MCY050 capital

bonds

81,760.14 80,000

Disclosure of Subsidiary Directors’ Interests

The following are particulars included in the Interests Register for Mercury’s subsidiary companies as at 30 June 2022:

DirectorInterest Entity

Prue Flacks

1

Phil Gibson

2

Nil

Stewart HamiltonNil

Vincent Hawksworth

2

Chief Executive

Director

Mercury NZ Limited

NOW New Zealand Limited

Julia JackShareholderPower to the Pedal Limited

James Miller

1

William Meek

2

Chief Financial OfficerMercury NZ Limited

Mike Taitoko

1

Marlene StrawsonNil.

Howard Thomas

2

Nil.

1. Refer to Disclosure of Directors’ Interests.

2. This person is a Director of more than one subsidiary of Mercury NZ Limited, please refer to Company Disclosures.

DIRECTORS’ DISCLOSURES.

Disclosure of Directors’ Interests in Shares & Bonds

Directors disclosed the following relevant interests in shares and bonds as at 30 June 2022:

Director

Number of Shares in which

a relevant interest is heldNumber of bondsChange since 30 June 2021

Prue Flacks45,575 38,000 MCY020 capital bonds

69,000 MCY030 green bonds

200,000 MCY050 capital bonds

601 shares

200,000 MCY050

capital bonds

Hannah Hamling16,300–13,000 shares

Andy Lark3,300––

James Miller40,320––

Scott St John 45,646–646 shares

Patrick Strange39,160––

Mike Taitoko2,200––

Dennis Barnes50,000–50,000 shares

1

1. Disclosed as part of Initial Disclosure when Dennis Barnes joined Mercury as a Director on 1 September 2021.

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Twenty largest registered shareholders as at 30 June 2022

1

Name

Number

of shares

% of shares

2

Her Majesty the Queen in Right of New Zealand716,140,52851.15

HSBC nominees (New Zealand) Limited55,578,5483.97

HSBC nominees (New Zealand) Limited A/C State Street51,534,5723.68

Citibank Nominees (New Zealand) Limited46,005,94 43.29

JP Morgan Chase Bank N.A. NZ Branch-Segregated Clients ACCT43,5 47,8863.11

Custodial Services Limited37,534,4892.68

Accident Compensation Corporation28,874,8882.06

National Nominees Limited24,221,37 11.73

BNP Paribas Nominees (NZ) Limited20,140,6711.44

Mercury NZ Limited

3

18,168,2031.30

FNZ Custodians Limited12,641,9410.90

JBWere (NZ) Nominees Limited12,415,8800.89

New Zealand Depository Nominee Limited12,327,9350.88

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited10,495,5670.75

BNP Paribas Nominees (NZ) Limited10,368,8790.74

Generate KiwiSaver Public Trust Nominees Limited8,626,8330.62

Forsyth Barr Custodians Limited7,958,1720.57

Tea Custodians Limited Client Property Trust Account6,809,1310.49

ANZ Wholesale Australasian Share Fund6,025,5550.43

Simplicity Nominees Limited4,825,1750.34

Total1,134,242,16881.02

1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above and not

detailed separately.

2. Percentage calculated on the basis of Mercury having 1,400,012,517 ordinary shares on issue as at 30 June 2022, which included

18,168,203 ordinary shares held as treasury shares.

3. Held as treasury shares.

Distribution of shareholders & holdings as at 30 June 2022

Size of holding

Number of

shareholders

% of

shareholders

1

Number of

shares

Holding

quantity %

1

1 to 1,00028,55038.5519,191,6251.37

1,001 to 5,00036,11348.7683,165,0045.94

5,001 to 10,0005,9808.0743,657,1393.12

10,001 to 100,0003,3164.4868,454,6884.89

100,001 and above 1070.141,185,544,06184.68

Total74,0661,400,012,517100.00

1. Rounding applied.

Substantial product holders as at 30 June 2022

Class of Securities

Number of

Securities

in Substantial

Holding

Total Number of

Securities in Class

Her Majesty The Queen in Right of New ZealandOrdinary shares727,066, 203

1

1,400,012,517

2

1. This comprises (a) 716,140,528 shares held by the Crown on its own account; (b) 10,857,675 shares forming part of the New Zealand

Superannuation Fund which are the property of the Crown; and (c) 68,000 shares held by Public Trust on trust for the Crown and certain iwi.

2. As at 30 June 2022, Mercury had 1,400,012,517 ordinary shares on issue, which included 18,168,203 ordinary shares held as treasury shares.

SHAREHOLDER INFORMATION

SECURITY HOLDER INFORMATION.

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Twenty largest registered holders of MCY020 capital bonds (3.60%) as at 30 June 2022

1

Name

Number of

MCY020

capital bonds

% of MCY020

capital bonds

2

Forsyth Barr Custodians Limited 98,342,00032.78

Custodial Services Limited57,775,00019.26

JBWere (NZ) Nominees Limited34,204,00011.40

Hobson Wealth Custodian Limited 20,206,0006.74

FNZ Custodians Limited14,643,0004.88

Forsyth Barr Custodians Limited7,153,0002.38

Generate Kiwisaver Public Trust Nominees Limited4,057,0001.35

Forsyth Barr Custodians Limited3,060,0001.02

Best Farm Limited2,900,0000.97

Citibank Nominees (New Zealand) Limited2,815,0000.94

The Tindall Foundation Inc1,800,0000.60

Bank of New Zealand – Treasury Support 1,544,0000.51

Hobson Wealth Custodian Limited1,248,0000.42

Hobson Wealth Custodian Limited1,215,0000.41

Masfen Securities Limited1,200,0000.40

Custodial Services Limited762,0000.25

JBWere (NZ) Nominees Limited750,0000.25

Tea Custodians Limited Client Property Trust Account600,0000.20

Forsyth Barr Custodians Limited559,0000.19

Dunedin Diocesan Trust Board

3

500,0000.17

Estate Patricia Thelma Sutton Deceased

3

500,0000.17

JBWere (NZ) Nominees Limited

3

500,0000.17

Richard Barton Adams & Allison Ruth Adams

3

500,0000.17

Total256,833,00085.61

1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above and

not detailed separately.

2. Percentage calculated on the basis of Mercury having 300,000,000 MCY020 capital bonds on issue as at 30 June 2022.

3. The report above reports the Top 23 Bond Holders as there are four holders sharing the 20th position.

Distribution of MCY020 (3.60%) capital bondholders and holdings as at 30 June 2022

Size of holding

Number of MCY020

capital bondholders

% of MCY020 capital

bondholders

1

Number of MCY020

capital bonds

Holding

quantity %

1

1,001 to 5,000745.62370,0000.12

5,001 to 10,00025119.062,446,0000.82

10,001 to 100,00092069.8630,889,00010.30

100,001 and above725.47266,295,00088.77

Total1,317100300,000,000100

1. Rounding applied.

BONDHOLDER INFORMATION

SECURITY HOLDER INFORMATION.

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Twenty largest registered holders of MCY030 green bonds (1.56%) as at 30 June 2022

1

Name

Number of

MCY030

green bonds

% of MCY030

green bonds

2

Custodial Services Limited33,540,00016.77

Forsyth Barr Custodians Limited13,916,0006.96

BNP Paribas Nominees (NZ) Limited 12,890,0006.45

ANZ Wholesale NZ Fixed Interest Fund 12,250,0006.13

ANZ Bank of New Zealand Limited11,859,0005.93

Mint Nominees Limited10,827,0005.41

HSBC Nominees (New Zealand) Limited8,500,0004.25

National Nominees Limited7,967,0003.98

FNZ Custodians Limited7,659,0003.83

Tea Custodians Limited Client Property Trust Account 7,090,0003.55

JBWere (NZ) Nominees Limited 6,574,0003.29

NZPT Custodians (Grosvenor) Limited6,300,0003.15

Adminis Custodial Nominees Limited 6,000,0003.00

BNP Paribas Nominees (NZ) Limited5,700,0002.85

Generate Kiwisaver Public Trust Nominees Limited 5,410,0002.7 1

ANZ Fixed Interest Fund 4,500,0002.25

MT Nominees Limited 4,448,0002.22

HSBC Nominees (New Zealand) Limited A/C State Street 3,715,0001.86

Citibank Nominees (New Zealand) Limited3,500,0001.75

Queen Street Nominees ACF Pie Funds 3,000,0001.50

Total175,645,00087.82

1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above

and not detailed separately.

2. Percentage calculated on the basis of Mercury having 200,000,000 MCY030 green bonds on issue as at 30 June 2021.

Distribution of MCY030 (1.56%) green bondholders and holdings as at 30 June 2022

Size of holding

Number of MCY030

green bondholders

% of MCY030 green

bondholders

1

Number of MCY030

green bonds

Holding

quantity %

1

1,001 to 5,000185.5990,0000.05

5,001 to 10,0006219.25569,0000.28

10,001 to 100,00019159.327,238,0003.62

100,001 and above5115.84192,103,00096.05

Total322100200,000,000100

1. Rounding applied.

SECURITY HOLDER INFORMATION.

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Twenty largest registered holders of MCY040 green bonds (2.16%) as at 30 June 2022

1

Name

Number of

MCY040

green bonds

% of MCY040

green bonds

2

Custodial Services Limited42,217,00021.11

FNZ Custodians Limited30,253,00015.13

Forsyth Barr Custodians Limited16,459,0008.23

BNP Paribas Nominees (NZ) Limited13,209,0006.60

Citibank Nominees (New Zealand) Limited12,500,0006.25

HSBC Nominees (New Zealand) Limited11,875,0005.94

Southland Building Society9,250,0004.63

PIN Twenty Limited4,980,0002.49

Tea Custodians Limited Client Property Trust Account4,110,0002.06

Westpac Banking Corporate NZ Financial Markets Group3,930,0001.97

Mint Nominees Limited3,800,0001.90

Risk Reinsurance Limited3,800,0001.90

NZX WT Nominees Limited3,502,0001.75

Dunedin City Council3,000,0001.50

MT Nominees Limited3,000,0001.50

Hobson Wealth Custodian Limited2,580,0001.29

BNP Paribas Nominees (NZ) Limited2,500,0001.25

FNZ Custodians Limited2,234,0001.12

Bank Of New Zealand - Treasury Support2,225,0001.11

Forsyth Barr Custodians Limited1,821,0000.91

Total177,245,00088.62

1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above and not

detailed separately.

2. Percentage calculated on the basis of Mercury having 200,000,000 MCY040 green bonds on issue as at 30 June 2022.

Distribution of MCY040 (2.16%) green bondholders and holdings as at 30 June 2022

Size of holding

Number of MCY040

green bondholders

% of MCY040 green

bondholders

1

Number of MCY040

green bonds

Holding

quantity %

1

1,001 to 5,000206.92100,0000.05

5,001 to 10,0006221.45592,0000.30

10,001 to 100,00015955.026,164,0003.08

100,001 and above4816.61193,144,00096.57

Total289100200,000,000100

1. Rounding applied.

SECURITY HOLDER INFORMATION.

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Twenty largest registered holders of MCY050 green bonds (5.73%) as at 30 June 2022

1

Name

Number of

MCY040

green bonds

% of MCY040

green bonds

2

Forsyth Barr Custodians Limited66,122,00026.45

JBWere (NZ) Nominees Limited41,159,00016.46

National Nominees Limited24,400,0009.76

Custodial Services Limited19,687,0007.87

Hobson Wealth Custodian Limited16,417,0006.57

Citibank Nominees (New Zealand) Limited11,550,0004.62

Generate Kiwisaver Public Trust Nominees Limited8,522,0003.41

FNZ Custodians Limited5,523,0002.21

Adminis Custodial Nominees Limited3,800,0001.52

Forsyth Barr Custodians Limited3,579,0001.43

CML Shares Limited2,600,0001.04

Investment Custodial Services Limited2,266,0000.91

Masfen Securities Limited2,000,0000.80

Tea Custodians Limited Client Property Trust Account1,470,0000.59

Fletcher Building Educational Fund Limited1,000,0000.40

Robert William Bentley Morrison & Andrew James Stewart & Anthony James

William Howard

1,000,0000.40

RGTKMT Investments Limited800,0000.32

Sterling Holdings Limited800,0000.32

JML Capital Limited750,0000.30

Barry Raymond Hall600,0000.24

Total214,045,00085.62

1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above and not

detailed separately.

2. Percentage calculated on the basis of Mercury having 250,000,000 MCY050 capital bonds on issue as at 30 June 2022.

Distribution of MCY050 (5.73%) capital bondholders and holdings as at 30 June 2022

Size of holding

Number of MCY050

green bondholders

% of MCY050 green

bondholders

1

Number of MCY040

green bonds

Holding

quantity %

1

1,001 to 5,00012111.27605,0000.24

5,001 to 10,00024122.442,287,0000.91

10,001 to 100,00063559.1220,330,0008.13

100,001 and above777.17226,778,00090.7 1

Total1074100250,000,000100

1. Rounding applied.

SECURITY HOLDER INFORMATION.

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STOCK EXCHANGE LISTINGS

Mercury NZ Limited (referred to in this section as “Mercury” or

“the Company”) is listed on the New Zealand stock exchange

and as an ASX Foreign Exempt Listing on the Australian stock

exchange.

In New Zealand, Mercury is listed with a “non-standard”

(NS) designation. This is due to particular provisions of the

Constitution, including the requirements regulating ownership

and transfer of Ordinary Shares.

ASX approved a change in Mercury NZ Limited’s ASX

admission category from an ASX Listing to an ASX Foreign

Exempt Listing, effective from the commencement of trading

on 19 February 2016.

The Company continues to have a full listing on the NZX Main

Board, and the Company’s shares are still listed on the ASX.

The Company is primarily regulated by the NZX, complies

with the NZX Listing Rules, and is exempt from complying

with most of the ASX Listing Rules (based on the principle of

substituted compliance).

MERCURY NZ LIMITED

The following persons held office as Directors of Mercury NZ

Limited during the 2022 financial year and as at the end of

the 2022 financial year, being 30 June 2022: Prue Flacks

(Chair), Hannah Hamling, Andy Lark, James Miller, Keith

Smith

1

, Scott St John, Patrick Strange, Mike Taitoko, and

Dennis Barnes

2

.

SUBSIDIARY COMPANIES

The following persons held office as directors of subsidiaries of

Mercury NZ Limited during FY2022:

Company nameDirectors

Mercury SPV Limited Vincent Hawksworth

William Meek

Howard Thomas

Mercury Wind Limited Vincent Hawksworth

2


William Meek

Howard Thomas

Mighty Geothermal Power

International Limited

Vincent Hawksworth

William Meek

Howard Thomas

Mighty Geothermal Power Limited Vincent Hawksworth

William Meek

Howard Thomas

Mighty River Power Limited Vincent Hawksworth

William Meek

Howard Thomas

Ngātamariki Geothermal Limited Vincent Hawksworth

William Meek

Howard Thomas

Rotokawa Generation LimitedWilliam Meek

Phil Gibson

Stewart Hamilton

2

Michael Stevens

1


Rotokawa Geothermal Limited Vincent Hawksworth

William Meek

Howard Thomas

Michael Stevens

1

Special General Partner Limited Vincent Hawksworth

William Meek

Howard Thomas

Tararua Wind Power Limited Vincent Hawksworth

2


William Meek

2


Howard Thomas

2


Company nameDirectors

Blockchain Energy Limited Vincent Hawksworth

William Meek

Howard Thomas

Bosco Connect LimitedVincent Hawksworth

William Meek

Howard Thomas

Glo-Bug LimitedVincent Hawksworth

William Meek

Howard Thomas

Kawerau Geothermal LimitedVincent Hawksworth

William Meek

Howard Thomas

Mercury Drive LimitedJulia Jack

Mercury Energy LimitedVincent Hawksworth

William Meek

Howard Thomas

Mercury ESPP LimitedWilliam Meek

Marlene Strawson

Howard Thomas

Mercury Geothermal LimitedVincent Hawksworth

William Meek

Howard Thomas

Mercury Insurance Captive Limited James Miller

Vincent Hawksworth

William Meek

Howard Thomas

Mercury LTI Limited Prue Flacks

Mike Taitoko

Howard Thomas

Mercury Solar LimitedVincent Hawksworth

William Meek

Howard Thomas

Company nameDirectors

Waverley Wind Farm (NZ) Holding

Limited

Vincent Hawksworth

2


William Meek

2


Howard Thomas

2


Waverley Wind Farm Limited Vincent Hawksworth

2


William Meek

2

Howard Thomas

2

What Power Crisis (2016) Limited Vincent Hawksworth

William Meek

Howard Thomas

1. Directors who have resigned during FY2022.

2 Directors appointed during FY2022.

COMPANY DISCLOSURES.

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WAIVERS FROM THE NEW

ZEALAND AND AUSTRALIAN

STOCK EXCHANGES

NZX

Mercury NZ Limited (referred to in this section as “Mercury” or

“the Company”) has waivers in respect of NZX Listing Rules

8.1.5 and 8.1.6(b). These waivers permit Mercury’s Constitution

(“Constitution”) to contain provisions allowing:

• the Crown and Mercury to enforce the 10% limit; and

• Mercury to suspend dividend and voting rights attached to

Mercury ordinary shares where the 10% limit is breached.

ASX

ASX has granted the Company waivers in respect of the ASX

Listing Rules to allow the Constitution to contain provisions

reflecting the ownership restrictions imposed by the New

Zealand Public Finance Act 1989 (“Public Finance Act”) and

to allow the Crown to cancel the sale of shares to applicants

who acquire shares under the General Offer and are not New

Zealand applicants.

The majority of the waivers that ASX previously granted to

Mercury are no longer relevant following the change of the

Company’s admission category to an ASX Foreign Exempt

Listing in February 2016. The waivers from ASX Listing Rules

8.10 and 8.11 continue to apply. These waivers permit the

Constitution to contain provisions:

• allowing the Crown and Mercury to enforce the 10% limit;

and

• enabling Mercury to prevent shareholders who acquired

shares under the General Offer and are not New Zealand

applicants from transferring those shares and to enable

Mercury to sell those shares.

A summary of the restrictions on the ownership of shares

under the Public Finance Act and the Constitution is set

out below. If Mercury issues any other class of shares, or

other securities which confer voting rights, in the future, the

restrictions summarised below would also apply to those other

classes of shares or voting securities.

51% Holding

The Crown must hold at least 51% of the shares on issue.

The Company must not issue, acquire or redeem any shares

if such issue, acquisition or redemption would result in the

Crown falling below this 51% holding.

On 10 December 2018, Mercury entered into an agreement

with the Crown, under which the Crown agrees to participate in

any future dividend reinvestment plan or share buyback of the

Company, in each case only to the extent required to maintain

the Crown’s proportionate shareholding following the dividend

reinvestment plan or share buyback. A copy of the Crown

Participation Agreement is available on the Treasury’s website.

10% Limit

No person (other than the Crown) may have a ‘relevant

interest’ in more than 10% of the shares on issue (“10%

Limit”).

The Company must not issue, acquire or redeem any shares

if it has actual knowledge that such issue, acquisition or

redemption will result in any person other than the Crown

exceeding the 10% Limit.

Ascertaining whether a breach has occurred

If a holder of shares breaches the 10% Limit or knows or

believes that a person who has a relevant interest in shares

held by that holder may have a relevant interest in shares in

breach of the 10% Limit, the holder must notify Mercury of the

breach or potential breach.

Mercury may require a holder of shares to provide it with a

statutory declaration if the Board knows or believes that a

INFORMATION ABOUT MERCURY

NZ LIMITED ORDINARY SHARES

This statement sets out information about the rights,

privileges, conditions, and limitations, including restrictions on

transfer, that attach to shares in Mercury.

Rights and privileges

Under the Constitution and the New Zealand Companies Act

1993 (“Companies Act”), each share gives the holder a right to:

• attend and vote at a meeting of shareholders, including the

right to cast one vote per share on a poll on any resolution,

such as a resolution to:

–appoint or remove a director;

–adopt, revoke or alter the Constitution;

–approve a major transaction (as that term is defined in

the Companies Act);

–approve the amalgamation of the Company under

section 221 of the Companies Act; or

–place the Company in liquidation;

• receive an equal share in any distribution, including

dividends, if any, authorised by the Board and declared and

paid by the Company in respect of that share;

• receive an equal share with other shareholders in the

distribution of surplus assets in any liquidation of the

Company;

• be sent certain information, including notices of meeting

and the Company reports sent to shareholders generally;

and

• exercise the other rights conferred upon a shareholder by

the Companies Act and the Constitution.

Restrictions on ownership and transfer

The Public Finance Act includes restrictions on the

ownership of certain types of securities issued by Mercury

and consequences for breaching those restrictions. The

Constitution incorporates these restrictions and mechanisms

for monitoring and enforcing them.

person is, or is likely to be, in breach of the 10% Limit. That

statutory declaration is required to include, where applicable,

details of all persons who have a relevant interest in any shares

held by that holder.

Determining whether a breach has occurred

Mercury has the power to determine whether a breach of the

10% Limit has occurred and, if so, to enforce the 10% Limit.

In broad terms, if:

• Mercury considers that a person may be in breach of the

10% Limit; or

• a holder of shares fails to lodge a statutory declaration when

required to do so or lodges a declaration that has not been

completed to the reasonable satisfaction of the Company,

then Mercury is required to determine whether or not the 10%

Limit has been breached and, if so, whether or not that breach

was inadvertent. Mercury must give the affected shareholder

the opportunity to make representations to the Company

before it makes a determination on these matters.

Effect of exceeding the 10% Limit

A person who is in breach of the 10% Limit must:

• comply with any notice received from Mercury requiring

them to dispose of shares or their relevant interest in shares,

or take any other steps that are specified in the notice, for

the purpose of remedying the breach; and

• ensure that they are no longer in breach within 60 days

after the date on which they became aware, or ought

to have been aware, of the breach. If the breach is not

remedied within that timeframe, Mercury may arrange for

the sale of the relevant number of shares on behalf of the

relevant holder. In those circumstances, the Company will

pay the net proceeds of sale, after the deduction of any

other costs incurred by the Company in connection with the

sale (including brokerage and the costs of investigating the

breach of the 10% Limit), to the relevant holder as soon as

practicable after the sale has been completed.

OTHER DISCLOSURES.

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If a relevant interest is held in any shares in breach of the 10%

Limit then, for so long as that breach continues:

• no votes may be cast in respect of any of the shares in

which a relevant interest is held in excess of the 10% Limit;

and

• the registered holder(s) of shares in which a relevant interest

is held in breach of the 10% Limit will not be entitled to

receive, in respect of the shares in which a relevant interest

is held in excess of the 10% Limit, any dividend or other

distribution authorised by the Board in respect of the shares.

However, if the Board determines that a breach of the 10%

Limit was not inadvertent, or that it does not have sufficient

information to determine that the breach was not inadvertent,

the registered holder may not exercise the votes attached

to, and will not be entitled to receive any dividends or other

distributions in respect of, any of its shares.

An exercise of a voting right attached to a share held in breach

of the 10% Limit must be disregarded in counting the votes

concerned. However, a resolution passed at a meeting is not

invalid where votes exercised in breach of the voting restriction

were counted by the Company in good faith and without

knowledge of the breach.

The Board may refuse to register a transfer of shares if it

knows or believes that the transfer will result in a breach of

the 10% Limit or where the transferee has failed to lodge a

statutory declaration requested from it by the Board within the

prescribed timeframe.

Crown directions

The Crown has the power to direct the Board to exercise

certain of the powers conferred on it under the Constitution

(for example, where the Crown suspects that the 10% Limit

has been breached but the Board has not taken steps to

investigate the suspected breach).

Cancellation of sale of shares

The Crown may cancel the sale of shares to an applicant

under the offer of shares by the Crown (“the Offer”) in the

Mighty River Power Share Offer Investment Statement and

Prospectus if the applicant misrepresented its entitlement

to be allocated shares under the Offer as a ‘New Zealand

Applicant’ (as that term is defined in the Share Offer

Investment Statement and Prospectus). If the Crown cancels a

sale of shares on those grounds:

• Mercury must sell shares held by that applicant, up to the

number of shares sold to it under the Offer, irrespective of

whether or not those shares were acquired by the applicant

under the Offer (unless the applicant had previously sold,

transferred or disposed of all of its shares to a person who

was not an associated person of the applicant); and

• the applicant will receive from the sale the lesser of:

–the sale price for the shares less the costs incurred by

the Crown and the Company; and

–the aggregate price paid for the shares less those costs,

with any excess amount being payable to the Crown.

If an applicant who misrepresented their entitlement to shares

has sold, transferred or otherwise disposed of shares to an

associated person, then the power of sale will extend to shares

held by that associated person, up to the number of shares

transferred, sold or otherwise disposed of to the associated

person by the relevant applicant.

PUBLIC ENTITY

Mercury is a public entity under the Public Audit Act 2001, and

the Group's independent auditor is the Auditor-General.

DONATIONS

Donations of $79,199 were made by the Group during the year

ended 30 June 2022 ($92,333 during the year ended 30

June 2021). Under Mercury’s Delegations Policy, donations to

political parties are prohibited.

Trustee corporations and nominee companies

Trustee corporations and nominee companies (that hold

securities on behalf of a large number of separate underlying

beneficial holders) are exempt from the 10% Limit provided

that certain conditions are satisfied.

Share cancellation

In certain circumstances, shares could be cancelled by the

Company through a reduction of capital, share buy-back or

other form of capital reconstruction approved by the Board

and, where applicable, the shareholders.

Sale of less than a Minimum Holding

Mercury may, at any time, give notice to a shareholder

holding less than a Minimum Holding of shares (as that

term is defined in the NZX Listing Rules) that if, at the end of

three months after the date the notice is given, shares then

registered in the name of the holder are less than a Minimum

Holding, Mercury may sell those shares on market (including

through a broker acting on Mercury’s behalf), and the holder

is deemed to have authorised Mercury to act on behalf of the

holder and to sign all necessary documents relating to the

sale.

For the purposes of the sale and of Rule 5.12 of the ASX

Settlement Operating Rules, where the Company has given a

notice that complies with Rule 5.12.2 of the ASX Settlement

Operating Rules, the Company may, after the end of the time

specified in the notice, initiate a Holding Adjustment to move

the relevant shares from that CHESS Holding to an Issuer

Sponsored Holding (as those terms are defined in the ASX

Settlement Operating Rules) or to take any other action the

Company considers necessary or desirable to effect the sale.

The proceeds of the sale of any shares sold for being less than

a Minimum Holding will be applied as follows:

• First, in payment of any reasonable sale expenses.

• Second, in satisfaction of any unpaid calls or any other

amounts owing to the Company in respect of the shares.

• The residue, if any, must be paid to the person who was the

holder immediately before the sale or his or her executors,

administrators or assigns.

OTHER DISCLOSURES

Mercury NZ Limited is incorporated in New Zealand and is not

subject to Chapters 6, 6A, 6B and 6C of the Corporations Act

2001 (Australia). Mercury will not acquire any classified assets

in circumstances in which the ASX Listing Rules would require

the issue of restricted securities, without the written consent

of ASX.

On 16 August 2022 the Board declared a fully imputed final

dividend of 12 cents per share to all shareholders who are

on the Company’s share register at 5pm on the record date

of 15 September 2022. The dividends will be imputed at a

corporate tax rate of 28%, which amounts to an imputation

credit of 4.67 cents per share for the final dividend. Mercury

will also pay a supplementary dividend of 2.12 cents per share

relating to the final dividend to non-resident shareholders.

The Company will receive from the New Zealand Inland

Revenue Department a tax credit equivalent to supplementary

dividends.

These dividends, together with the interim dividend of $108.9

million (8.0 cents per share) paid to shareholders on 1 April

2022, brings the total declared dividends to $275 million (or

20 cents per share).

As at the date of this annual report, the Company has a S&P

Global BBB+ rating with a stable outlook. The Company

benefits from a one-notch uplift due to the Crown’s majority

ownership.

Mercury’s Net Tangible Assets per Share (excluding treasury

stock) as at 30 June 2022 was $3.35, compared with $3.00

at 30 June 2021.

OTHER DISCLOSURES.

MERCURY ANNUAL REPORT 2022
THE TEAM BEHIND ENERGY FREEDOM

116

MENU

STANDARD CORE REPORTING

GRI standardDisclosure title LocationComments

GENERAL DISCLOSURES

ORGANISATIONAL PROFILE

GRI 102 General disclosures 2022

102-1Name of the organisationFront Cover

102-2Activities, brands, products

and services

Who We Are & Our Business Model pp4-7

102-3Location of headquartersDirectory pp120

102-4Location of operationsWho We Are & Our Business Model pp4-7

102-5Ownership and legal formCompany Disclosures pp113

102-6Markets servedWho We Are & Our Business Model pp4-7

102-7Scale of the organisationWho We Are & Our Business Model pp4-7

102-8Information on employees

and other workers

Who We Are & Our Business Model pp4-7

102-9Supply chainGovernance at Mercury: Acting Ethically &

Responsibly pp96-97

102-10Significant changes to the

organisation and its supply chain

Governance at Mercury: Acting Ethically &

Responsibly pp96-97

102-11Precautionary principle or

approach

Governance at Mercury pp95

102-12External initiatives

Engaging With Our Stakeholders p13,

Enhancing Value For Customers pp19-21,

Collective Commitment, Shared Action pp22-24,

Commitment To Caring pp25-27

102-13Membership of associationsCompany website – Engaging with our

stakeholders

102-14Statement from senior

decision-maker

Chair & Chief Executive Update pp8-11

102-16Values, principles, standards,

and norms of behavior

Company website – The Mercury Code

102-18 - 102-39Governance Governance at Mercury pp83-99

102-40List of stakeholder groups

Company website –

Engaging with our stakeholders

102-42Identifying and selecting

stakeholders

Company website –

Engaging with our stakeholders

GRI standardDisclosure title LocationComments

102-43Approach to stakeholder

engagement

Engaging With Our Stakeholders p13,

Company website –

Engaging with our stakeholders

102-44Key topics and concerns raised

Company website –

Engaging with our stakeholders

102-45Entities included in the

Consolidated Financial

statements

Notes to the Consolidated Financial

Statements p44

102-46Defining report content and

topic Boundaries

About This Report p2,

Pulling It All Together p15

102-47List of material topicsPulling It All Together p15

102-48Restatements of informationFinancial Statements pp44-65 There are no

restatements of 2021

financial statements

in the 2022 reporting

period.

102-49Changes in reportingMercury continues to

use both GRI and

<IR> reporting

frameworks.

102-50Reporting period Front Cover

102-51Date of most recent report Front Cover

102-52Reporting cycleFront Cover

102-53Contact point for questions

regarding the report

About This Report p2,

Directory p120

102-54Claims of reporting in

accordance with the GRI

Standards

About This Report p2

102-55GRI content indexGRI Content Index pp116-118

102-56External assurance Our 2022 report has

not been externally

assured.

MANAGEMENT APPROACH

GRI 103 General disclosures 2022

103-1Explanation of the material

topic and its Boundary

Pulling It All Together p15

GRI 103Management approachOur Business Model pp5-7Within the

organisation

GLOBAL REPORTING INITIATIVE (GRI) INDEX.

MERCURY ANNUAL REPORT 2022
THE TEAM BEHIND ENERGY FREEDOM

117

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SPECIFIC STANDARD DISCLOSURES

Material topicsDescriptionLocation / CommentsBoundaries

GRI 200 Economic standard

series

GRI 201 Economic performance

GRI 201Management approachOur Business Model pp5-7Within the

organisation

201-1Direct economic value

generated and distributed

Our Business Model pp5-7Within and outside

the organisation

201-2Consolidated Financial

implications and other risks

due to climate change

TCFD Report pp66-80Within and outside

the organisation

GRI 204 Procurement PracticeSupplier Code of ConductActing Ethically & Responsibly p96

GRI 207 TaxTax managementFinancial Statements Note 5 p49

GRI 300 Environmental

standards series

GRI 303 Water

303-1Water withdrawal by sourceMercury does not withdraw water for

generation. 6,465 Mm

3

were used for hydro

generation in FY22.

Within and outside

the organisation

GRI 305 Emissions

305-1Direct (Scope 1) GHG emissionsMetrics & Targets p80Within and outside

the organisation

305-2Energy indirect (Scope 2)

GHG emissions

Metrics & Targets p80Within and outside

the organisation

305-3Other indirect (Scope 3)

GHG emissions

Metrics & Targets p80Within and outside

the organisation

305-4Emissions intensityMetrics & Targets p80Within and outside

the organisation

GRI 307 Environmental compliance

3 07-1Non-compliance with

environmental laws

and regulations

Mercury received one infringement notice for

breaches of consent conditions during FY22

Within and outside

the organisation

Material topicsDescriptionLocation / CommentsBoundaries

GRI 400 Social standards series

GRI 401 Employment

401-1New employee hires and

employee turnover

Mercury hired 207 new employees and the

voluntary turnover rate was 21%

Within the

organisation

401-2Benefits provided to full-time

employees that are not provided

to temporary or part-time

employees

Company website – Life at MercuryWithin the

organisation

401-3Parental LeaveCompany website – Life at MercuryWithin the

organisation

GRI 403 Occupational health

and safety

403-1Workers representation in formal

joint management-worker health

and safety committees

Workers' representatives hold a range of

positions on health and safety committees,

including joint chair of the generation

committee.

Within the

organisation

403-2Types of injury or rate of injury,

occupational diseases, lost days,

and absenteeism, and number of

work related fatalities

Our Business Model pp5-7,

Evolving Our Culture pp28-30

Financial Track Record p37

Within the

organisation

GRI 404 Training and education

404-2Programmes for upgrading

employee skills and transition

assistance programmes

Our Skills Pledge p30Within the

organisation

GRI 405 Diversity and equal

opportunities

405-1Diversity of governance bodies

and employees

Diversity & Inclusion pp98-99Within the

organisation

GRI 413 Local communities

413-1Operations with local community

engagement, impact

assessments and development

programs

Enhancing Value For Customers pp19-21

Collective Commitment, Shared Action pp22-24

Commitment To Caring pp25-27

Within and outside

the organisation

413-2Operations with significant actual

and potential negative impacts on

local communities

Enhancing Value For Customers pp19-21

Collective Commitment, Shared Action pp22-24

Commitment To Caring pp25-27

Within and outside

the organisation

GLOBAL REPORTING INITIATIVE (GRI) INDEX.

MERCURY ANNUAL REPORT 2022
THE TEAM BEHIND ENERGY FREEDOM

118

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SECTOR SPECIFIC: UTILITIES

Material TopicsDescriptionLocationComments

Sector Specific Generation

Standard Disclosures

EU1Installed capacityOur Business Model pp5-7Mercury owns or has

interests in power stations

with installed capacity of:

Hydro 1,115MW, Geothermal

470MW, Wind 449MW

EU2Net energy outputOur Business Model pp5-7

EU3Number of customer connectionsOur Business Model pp5-7

EU5Allocation of CO

2

e allowancesMetrics & Targets p80

EU10Planned capacity against

projected electricity demand

over the long-term

Delivering More For Customers and Country pp31-33

Employment

EU18Percentage of contractor and

subcontractor employees that

have undergone relevant health

and safety training

Our Skills Pledge p30

Access

EU27Number of disconnections

for non-payment

Enhancing Value For Customers pp19-21

There were a total of 466

residential disconnections

in FY22 due to non-

payment.

EU30Average plant availability by

energy source and by regulation

regime

Hydro 87%, Geothermal 94%, Wind 95%

GLOBAL REPORTING INITIATIVE (GRI) INDEX.

MERCURY ANNUAL REPORT 2022
THE TEAM BEHIND ENERGY FREEDOM

119

MENU

Shareholder enquiries

You can view your investment portfolio, change your address,

supply your email, update your details or payment instructions

online: www.investorcentre.com/nz.

You will need your CSN and FIN numbers to access

this service.

Enquiries may be addressed to the Share Registrar

(see Directory for contact details).

Investor information

Our website at mercury.co.nz is an excellent source of

information about what’s happening within the company.

Our Investor Centre allows you to view all regular investor

communications, information on our latest operating and

financial results, dividend payments, news and share price

history.

Electronic shareholder communication

It is quick and easy to make the change to receiving your

reports electronically. This can be done either:

• Online at www.investorcentre.com/nz by using your CSN

and FIN numbers (when you log in for the first time).

Select ‘My Profile’ and ‘Communication Preferences’ to

update your details; or

• By contacting Computershare Investor Services Limited

(see Directory for contact details).

INFORMATION FOR

SHAREHOLDERS.

Paper & ink information

Our Annual Report is printed on Eco-100 Natural paper.

This environmentally-responsible, carbon-neutral paper is

produced using FSC® (Forest Stewardship Council) certified

100% Post Consumer Recycled, Process Chlorine Free (PCF)

pulp from Responsible Sources - and manufactured under

the strict ISO14001 Environmental Management System.

It carries the internationally-recognised Blue Angel, Nordic

Swan, Austrian Environmental Label and the NAPM (National

Association of Paper Merchants) Recycled Mark.

The inks used are mineral-oil-free and are manufactured from

vegetable oils and fatty acid alkyl-esters (modified vegetable

oils) which are all derived from renewable resources. They all

conform to the EuPIA (European Printing Ink Association)

exclusion list, so do not contain any carcinogenic, mutagenic,

or toxic substances according to the Dangerous substances

directive 67/548/EEC. They therefore are biodegradable and

will break down when disposed of in suitable waste streams

with extremely minimal effect on the environment.

As you’re reading, you may notice some specks and

imperfections - these are natural attributes of non-chlorine-

bleached, recycled paper. When you’re finished with this

report, please recycle it responsibly.

MERCURY ANNUAL REPORT 2022
THE TEAM BEHIND ENERGY FREEDOM

120

MENU

Board of Directors

Prue Flacks, Chair

Dennis Barnes

Hannah Hamling

Andy Lark

James Miller

Scott St John

Patrick Strange

Mike Taitoko

Lorraine Witten

1


Kim Gordon (Future Director)

Executive Management Team

Vince Hawksworth,

Chief Executive

Lucie Drummond,

General Manager Sustainability

Phil Gibson,

General Manager Portfolio

Stewart Hamilton,

General Manager Generation

Julia Jack,

Chief Marketing Officer

William Meek,

Chief Financial Officer

Craig Neustroski,

General Manager Commercial

Operations

2

Fiona Smith,

General Manager Customer

Operations

2

Marlene Strawson,

General Manager People &

Performance

1. Appointment is effective 1 September 2022

2. Titles effective from 1 July 2022

Company Secretary

Howard Thomas,

General Counsel and Company Secretary

Investor Relations & Sustainability Enquiries

William Meek,

Chief Financial Officer

Phone: +64 27 517 3470

Email: investor@mercury.co.nz

Registered Office in New Zealand

Mercury NZ Limited

33 Broadway, Newmarket, Auckland 1023

P O Box 90399

Auckland 1142

New Zealand

Registered Office in Australia

c/– TMF Corporate Services (Australia) Pty Limited

Suite 1, Level 11, 66 Goulburn Street,

Sydney, NSW 2000

Phone: +61 2 8988 5800

Legal Advisors

Chapman Tripp

Level 34

PwC Tower at Commercial Bay

15 Customs Street West

Auckland 1010

PO Box 2206

Auckland 1140

Phone: +64 9 357 9000

Bankers

ANZ Bank

ASB Bank

Bank of China

Bank of New Zealand

China Construction Bank

Commonwealth Bank of Australia

Industrial and Commercial Bank of China

MUFG Bank

Mizuho Bank

Westpac

Credit Rating (re-affirmed November 2021)

Long-term: BBB+

Outlook: Stable

Share Registrar – New Zealand

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

Web: www.investorcentre.com/nz

Share Registrar – Australia

Computershare Investor Services Pty Limited

Yarra Falls, 452 Johnston Street, Abbotsford,

VIC 3067

GPO Box 3329, Melbourne, VIC 3001, Australia

Phone: 1 800 501 366 (within Australia)

Phone: +61 3 9415 4083 (outside Australia)

Email: enquiry@computershare.co.nz

DIRECTORY.

MERCURY ANNUAL REPORT 2022
THE TEAM BEHIND ENERGY FREEDOM

121

MENU

CO

2

E

Carbon dioxide equivalents (a measure of total greenhouse gases).

CPS

Cents per share.

EBITDAF (or Operating Earnings)

Earnings before net interest expense, tax expense, depreciation, amortisation,

change in the fair value of financial instruments, gain/(loss) on disposal and

impairments.

Energy Margin

Sales from electricity generation and sales to customers and derivatives, less

energy costs, line charges, other direct costs of sales, and third-party metering.

Free Cash Flow

Net cash flow from operating activities less stay-in business capital

expenditure.

Growth Capital Expenditure (CAPEX)

Capital expenditure incurred by the company to create new assets and

revenue.

GWh

Gigawatt hour. One gigawatt hour is equal to one million kilowatt hours.

MWh

Megawatt hour. One megawatt hour is equal to one thousand kilowatt hours.

Net Debt

Total borrowings (both current and non-current) less cash and cash

equivalents.

Operating Costs

Represents employee compensation and benefits, maintenance expenses and

other expenses.

Other Income

Earnings of associates and other revenue, less direct costs of other revenue.

Stay-in-Business (SIB) Capital Expenditure (CAPEX)

Capital expenditure incurred by the company to maintain its assets in good

working order.

Total Recordable Injury Frequency Rate (TRIFR)

A record of the number of reported medical treatment, restricted work, lost

time and serious harm injuries per 200,000 hours, including employees and

on-site contractors.

Total Shareholder Return (TSR)

The financial gain or loss resulting from the change in share price plus any

dividends paid expressed as a percentage of the initial share price.

Underlying Earnings After Tax

Profit for the year after removing one-off and/or infrequently occurring events

(exceeding $10 million of profit before tax, which represents material items),

impairments, any change in the fair value of derivative financial instruments

and gain on sale, all net of tax expense.

Mercury presents certain non-GAAP (Generally Accepted Accounting Practice) financial information throughout the annual

report. This is provided where we believe it will provide greater clarity to users of the information. It also provides consistency

across reporting periods and comparability amongst industry peers.

GLOSSARY.

MERCURY ANNUAL REPORT 2022
THE TEAM BEHIND ENERGY FREEDOM

122

MENU

Arapuni

“Ara” means path and “puni” means either blocked up or campsite. The

meaning may be either “pathway to campsite” or “blocked path”.

Aratiatia

Aratiatia means a series of pegs stuck into a steep ascent in a zig-zag pattern

to make climbing easier. It may also refer to the travels of the ancestral

explorer Tia of the Arawa canoe who made his way to these rapids while

exploring the Waikato River.

Ātiamuri

A-Tia-Muri literally means turned back and refers to Tia of the Arawa canoe.

This intrepid traveller had to turn back at the Atiamuri Rapids in his early

explorations of the Waikato River. Legend also says that Tia was petrified into a

large stone in the river rapids.

Karāpiro

The name Karāpiro is ‘karā’ meaning rock, and ‘piro’ meaning putrid smell. In

the 1820s the Ngāti Maru tribe from the Hauraki Gulf were driven south by

Northland’s Ngāpuhi tribe. Ngāti Maru were given refuge in the Waikato by the

Ngāti Haua tribe, but tensions mounted between them. This culminated in the

battle of Taumatawīwī in 1830. The cremation of dead warriors took place on

rocks beside the Waikato River.

Kawerau

The name Kawerau means "carrier of leaves" (and was the name of an ancient

Māori chief).

Mahinerangi

Named after Lake Mahinerangi, the adjacent Manawa hydro asset lake.

Maraetai

The name means meeting place by the sea, from "Marae” (meeting place) and

“Tai” (tide or shore). This name was possibly transplanted from somewhere on

the coast.

Mokai

Meaning slave or captive (i.e. captured in battle).

Nga Awa Pūrua

The station was named after the rapids, located nearby on the Waikato River.

Nga Awa Purua means "where the waters meet".

Ngā Tamariki

“The children”.

Ōhakuri

“Oha” means keepsake or relic and “kuri” means dog. This name may refer to

a prized dogskin cloak.

Rotokawa

From “kawa” meaning bitter and “roto” meaning lake or wetlands/swamp.

Tararua

The name is taken from the range where the wind farm is located.

The metaphorical union between people and the land, Papatūānuku, is seen in

places named after parts of the human body. The Tararua Range was declared

to be Te Tuarātapu-o-Te Rangihaeata (the sacred back of Te Rangihaeata)

to commemorate a peace arrangement between Ngāti Toa and Ngāti

Kahungunu. The range became a dividing line between Ngāti Toa on the west

side and Ngāti Kahungunu on the east.

Turitea

“Bright clear water."

Waipāpa

“Wai” means water, “papa” means flat or flat rock. The name possibly means

the “stream across the plain” or “stream of the flat rock”.

Waipipi

Waipipi Stream runs through the site and the Iwi land is known as Waipipi.

Whakamaru

Whakamaru means to give shelter to, or safeguard.

The power stations and wind farms generating renewable energy for New Zealand

homes and businesses have names reflecting past stories and histories.

RĀRANGI INGOA LIST OF NAMES.

OUR POWER STATIONS AND WIND FARMS

To learn about how we provide
the energy behind the things

that make your life easier, visit

www.mercury.co.nz/why-mercury

Say kia ora to the Wonders,

our yellow-clad team who

provide the power to


everything you need at home,

connect you to the world,


and keep you moving.

---

Distribution Notice







Section 1: Issuer information

Name of issuer Mercury NZ Limited

Financial product name/description Mercury NZ Limited ordinary shares

NZX ticker code MCY

ISIN (If unknown, check on NZX

website)

NZMRPE0001S2

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies X

Record date 15/09/2022

Ex-Date (one business day before the

Record Date)

14/09/2022

Payment date (and allotment date for

DRP)

30/09/2022

Total monies associated with the

distribution

$ 165,718,101

Source of distribution (for example,

retained earnings)

Income available for distribution

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $ 0.16666667

Gross taxable amount $ 0.16666667

Total cash distribution $ 0.12000000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $ 0.02117647

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

If fully or partially imputed, please

state imputation rate as % applied

28%

Imputation tax credits per financial

product

$ 0.04666667

Resident Withholding Tax per

financial product

$ 0.00833333



Section 4: Distribution re-investment plan

DRP % discount (if any)

2.0%

Start date and end date for

determining market price for DRP

19/09/2022 23/09/2022

Date strike price to be announced (if

not available at this time)

26/09/2022

Specify source of financial products

to be issued under DRP programme

(new issue or to be bought on

market)

Treasury Stock

DRP strike price per financial product

TBC

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

16/09/2022

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Howard Thomas, Company Secretary

Contact person for this

announcement

Howard Thomas, Company Secretary

Contact phone number +64 9 308 8200

Contact email address Howard.Thomas@Mercury.co.nz

Date of release through MAP


16/08/2022

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

Other issuers discussed similar conditions around this time

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