Chorus announces EMTN debt investor roadshow & tender offer

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand

Email: company.secretary@chorus.co.nz


STOCK EXCHANGE ANNOUNCEMENT

25 August 2022


Chorus announces new EMTN debt investor roadshow and Tender Offer for
existing €500 million 1.125% 2023 Senior Notes


Chorus has prepared the attached presentation for an investor roadshow commencing
Monday 29th August 2022. A Euro denominated 7-year fixed rate benchmark
transaction may follow, subject to market conditions. Any transaction will be issued
under Chorus’ Euro Medium Term Note (EMTN) Programme dated 29th June 2022.

Chorus has also announced an Any & All Tender Offer for its outstanding EUR500m
1.125% Notes due 18 October 2023. Citi, HSBC and MUFG are acting as Joint Lead
and Dealer Managers on these potential transactions.

Authorised by:
Andrew Carroll
Chief Financial Officer (acting)

ENDS

For further information:

Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz

Steve Pettigrew
Head of External Communications
Mobile: +64 (27) 258 6257
Email: steve.pettigrew@chorus.co.nz

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Chorus Limited-Debt Investor Presentation

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DEBT INVESTOR PRESENTATION
Disclaimer
This presentation:
Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known and unknown risks,
uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual results to differ materially from those contained in
this presentation.
Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.
Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX and ASX listing rules, Chorus is not under any
obligation to update this presentation, whether as a result of new information, future events or otherwise.
Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2022 and NZX andASX market releases.
Includes non-GAAP financial measures including "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and therefore may
not be comparable to similar financial information presented by other entities. They should not be used in substitution for, or isolation of, Chorus' audited
consolidated financial statements. Chorus monitors EBITDA as a key performance indicator and believes it assists investors inassessing the performance
of the core operations of Chorus’ business. Refer to Chorus’ FY22 results investor presentation for further detail relating to EBITDA measures.
Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errors or omissions.
Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied)are made as to the
accuracy or completeness of such information.
This presentation does not constitute investment advice or a securities recommendation and has not taken into account any particular investor’s
investment objectives or other circumstances. Investors are encouraged to make an independent assessment of Chorus.
Note that references made to $ within this presentation refer to New Zealand dollars (NZD).
To the extent permitted by law, the Joint Lead Managers and their respective related bodies corporate, officers, employees, agents, advisers, contractors
and members: (a) disclaim any and all liability relating to this information, including, without limitation, any express or implied representation for
statements and conclusions contained in and omissions from this presentation; and (b) accept no liability (whether in negligenceor otherwise) for any
loss, damage, costs or expenses of any nature which may be suffered or incurred by any person relying on any information or statement contained herein
or otherwise arising in connection with any such information or statement. The recipient should not rely upon the contents ofthis presentation but should
make its own assessment and evaluation, undertake an investigation and enquire and seek advice to enable it to make any decisionconcerning its own
risks
2

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Presenters
AndrewjoinedChorusafter17yearswith
TelecomCorporationofNewZealand(TCNZ)
whereheheldanumberofrolesinfinance,
beforebeingappointedTreasurerin2005
Andrewworkedonthedebtmanagement
aspectsoftheTCNZ/Chorusdemerger
PriortojoiningTCNZ,Andrewworkedatthe
ReserveBankofNewZealandinthefinancial
marketsgroup
BretthasrunChorus’investorrelations
programmesincethedemergerfromTelecom
CorporationofNewZealand(TCNZ)inlate
2011
BrettjoinedChoruswhenitwasfirst
establishedasanoperationallyseparate
businessunitwithinTCNZin2008andwas
involvedinmarketingcommunications,
industryconsultationandnetworkbid
projects
Andrew Hopkinson
Treasurer
Brett Jackson
IR Manager
3

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4
Introducing Chorus
New Zealand's largest fixed line
communications infrastructure business
Table of Contents
Business and market overview
Strategy and focus
Regulatory framework and financial
highlights
Transaction details
Appendices
5-9
10-21
22-27
51
287
29-33

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New Zealand’s largest fixed line communications infrastructure business
Regulated utility-like framework applied to Chorus from January 2022
Fibre partnership with NZ Government; pre-committed, low cost, long term funding
Growing demand for fibre broadband, accelerated by COVID-19 and ongoing premises growth
Strong operating cash flows and financial performance
Financial flexibility via $350m bank facility, multi-currency EMTN and NZ dollar retail bond programmes
Proven commitment to maintaining a BBB credit rating (S&P or equivalent)
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Key Credit Highlights
5

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6
>New Zealand’s largest fixed line communications infrastructure
business
Listed on NZX and ASX: CNU, since 2011
~$3.6 billion market capitalisation (as at 22/08/22)
~800 employees, supported by service company contractors and
subcontractors
Earnings expected to be predictable and stable following the
introduction of utility-like "building block" regulatory framework from
1 January 2022
>A nationwide copper and growing fibre (FTTH) network
Wholesale network operator with ~100 retail service providers
~1.3m connections, including ~1.2m broadband
98% of way through fibre to premises rollout with 69% fibre uptake
Working from home, streaming video services and gaming driving
significant data consumption
An Overview Of Chorus
AgencyRatingOutlook
S&PBBBStable
Moody’sBaa2Stable

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The Ultra-fast Broadband Initiative
>Ultra-fastbroadband(UFB):aGovernmentobjective
▪Originalobjective(UFB1):fibretopremisescovering
75%ofpopulationby2020
▪Subsequentagreements(UFB2andUFB2+)extended
coveragegoalto87%ofpopulationbytheendof
2022
>Choruswasawarded~75%ofthefibrerollout
▪RequirementthatChorussplitfromTelecomNZto
participate:demergerinDecember2011
▪Governmentpartnershipswithfourfibrecompanies:
Chorus,Enable,Northpower,UltrafastFibre(WEL
Networks)
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Our network infrastructure

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New Zealand fixed line market

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Strategy and focus

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▪Fibre has overtaken cable as the primary fixed broadband technology in the OECD
▪Passive fibre network is most economic and sustainable technology for future needs
▪USA government prefers fibre for subsidised projects because it “...can easily scale speeds over time to...meet
the evolving connectivity needs of households and businesses."(National Telecommunications & Information Administration)
Ookla Speedtest Global Index, Fixed Broadband, July 2022
Global rush to future-proofed fibre

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▪CommerceCommission monitoring highlights
lowlatency benefits of fibre
▪15% of fibre connections already consuming 1,000GB+
a month
▪We forecast monthly average of 1,000GB in 2025 and
4,000GB by 2033
▪Proliferation of in-home devices and higher spec
content (4k, 8k, online gaming) drives need for ‘burst’
capacity (e.g. Hyperfibre for schools)
▪Wi-Fi technology/spectrum advances will help remove
in-home constraints
Consumer data needs don’t stand still

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14
Enhancing our fibre product line-up
-
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Jan-18
Apr-18
Jul-18
Oct-18
Jan-19
Apr-19
Jul-19
Oct-19
Jan-20
Apr-20
Jul-20
Oct-20
Jan-21
Apr-21
Jul-21
Oct-21
Jan-22
Apr-22
Jul-22
Chorus broadband connections –UFB2 areas
ArrowtownBluffWhangamata
UFB
complete
Fibre
Starter
50Mbps
$38
300Mbps
$50.50
100Mbps
$50.50
1Gbps
$58
Hyperfibre
2,4,8Gbps
$70-$110
25Gbps
trial
Wholesale pricing effective 1 October 2022
Consumer fibre plans
No. of connections

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15
0
100,000
200,000
300,000
400,000
500,000
600,000
Sky TVNova EnergyContact
Energy
Mercury
(+Trustpower)
Electricity/TV box connections
Broadband customers (reported)
0
10
20
30
40
50
60
70
80
90
FY20FY21FY22
Chorus fibre: RSP share
All Chorus fibre1 Gbps
Largest 3 RSPs
Other RSPs
%
New entrant...
Retail market: non-telco bundlers growing

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16
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
FY20FY21FY22
New property ordersCompleted
Chorus new property pipeline
Strong pipeline of new property orders

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Fibre underpins new sustainability target
>New commitment to Science Based Target initiative
▪Targeting 62% reduction in Scope 1 and 2 emissions by 2030, from 2020 base year
▪Goal of 25% electricity consumption reduction by 2030 as copper equipment is withdrawn and fibre enables
more efficient data usage
▪New carbon zero certified electricity supplier; exploring renewable energy capability (e.g. solar)

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Identifying opportunities
close to our core
>Hyperfibre: 1,000 connections despite limited retail channels;
revised pricing from 1 October to accelerate growth
>Business fibre: fibre connections grew 12%; ~75% of business
market on fibre (excluding small/home offices)
>EdgeCentre: COVID slowed site expansion; market trends
support continued focus on opportunity
>PowerSense: leveraging fibre capability in a new way

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69% uptake across UFB footprint (+4%)
>On track for 1 million connections by December, despite COVID
challenges
▪959,000total fibre connections (GPON + P2P); 88,000 added in FY22
▪919,000connections (including business premium) in UFB areas out of
1,324,000 customers able to connect (FY21: 837,000/1,282,000)
Rollout 98% complete; ~17,000 premises to pass by end 2022
Auckland nearing 80% uptake; strong growth in Wellington
63
66
69
72
74
37
39
42
46
50
60
63
65
67
69
30
35
40
45
50
55
60
65
70
75
80
FY20HY21FY21HY22FY22
Chorus fibre uptake
(% uptake vs available addresses)
UFB1UFB2Total (average)
50%
55%
60%
65%
70%
75%
80%
AucklandDunedinWellington
UFB uptake by city
Jun-21Sep-21Dec-21Mar-22Jun-22
student
holidays
Auckland, Wellington and Dunedin cover >70% of UFB1 homes and businesses able to connect
Uptake (%)
Operating update

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Fibre boost in December 2021 has seen 68% of residential connections graduate to 300Mbps plans
1Gbps uptake grew from 19% to 23% of residential connections, continues to make up ~30% of new adds
Hyperfibre 2/4/8Gbps connections now ~1k
>90% of mass market connections on 300Mbps+
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
90,000
100,000
June 2021June 2022
Business
1Gbps500Mbps300Mbps200Mbps100Mbps<100MbpsVoice
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
June 2021June 2022
Residential
1Gbps300Mbps200Mbps100Mbps50MbpsVoice
No. of connections
No. of connections

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Total network traffic grew 23% in FY22
▪Peak time average grew to 3.3Tbps; Fortnitedrove record 4.2Tbps in March
▪Total traffic grew 1.3 billion gigabytes to 7,140 petabytes
▪Fibre users averaged 567GB in June, up from 500GB in June 2021

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Regulatory framework and
financial highlights

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New regulatory framework for fibre from January 2022

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Regulatory outlook
WACC parameterRP1
1
WACC
(1 July 2021)
ID
2
WACC
(1 Feb 2022)
Risk-free rate0.51%1.96%
Average debt
premium
1.70%1.62%
Cost of debt2.54%3.91%
Cost of equity5.62%6.66%
Mid-point vanilla
WACC
4.72%5.86%
Mid-point post-tax
WACC
4.52%5.54%
Source: Commerce Commission
1. RP1: Regulatory Period 1 from 2022-2024
2. ID: Information Disclosure. Latest calculated WACC is used for
reporting purposes only.
>Awaiting confirmation of final RAB
▪Chorus calculated starting RAB $5.346 billion vs $5.425
billion draft starting RAB
▪This excludes submission of $67m in shared exchange
space
>Next regulatory period (RP2) settings will be
calculated from mid-2024 and should reflect:
▪Future risk-free rate (e.g. 2.75% used for gas network
regulatory cost of capital, 31 May)
▪Tax building block commences from ~FY27 and grows
to ~$90m
▪~$250m (current value) of existing shared assets that
should be eligible to enter the RAB over time
▪2025 repayment of Crown financing (regulator only
allows ~2% return on funded assets)
▪Cost allocations will need to be addressed in RP2, or
reflected in policy framework for copper
Telecommunications Service Obligations

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Financial snapshot
0
200
400
600
800
1000
FY19FY20FY21FY22
Revenue
0
100
200
300
400
500
600
700
800
FY19FY20FY21FY22FY23
EBITDA
Guidance
$655 -$675m
>FY22 Revenue of $965m (FY21: $955m)
▪Growing consumer fibre uptake and ARPU
▪Strong greenfield demand
>Objective of modest EBITDA growth

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Capex and leverage
0
0.5
1
1.5
2
2.5
3
3.5
4
4.5
0
100
200
300
400
500
600
700
800
900
FY13FY14FY15FY16FY17FY18FY19FY20FY21FY22FY23
CapexNet senior debt/EBITDA*
*based on S&P and bank covenant methodologies
>Chorus’ Board considers that a ‘BBB’ credit rating or
equivalent credit rating is appropriate for a company
such as Chorus.
▪4.08x ND/EBITDA at 30 June
▪total net debt $2,713m at 30 June
>Ratings agencies expected to review current
thresholds to reflect new regulatory regime and
growth in free cashflow
▪S&P:5.00xND/EBITDA on a sustained basis
▪Moody’s: 5.25x ND/EBITDA on a sustained basis
>Is an intention that in normal circumstances the ratio
of net debt to EBITDA will not materially exceed 4.75
times
>Financial covenants require senior debt ratio to be
no greater than 5.50 times
Guidance
$410 -$450m
$m
Net Debt
/EBITDA

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27
>Up to $1.33 billion CIP financing available
by 2023 (57:43 equity/debt)
>$1,254m drawn at 30 June 2022
>At 30 June, debt of $2,389m comprised:
▪Long term bank facilities of $350m ($190m drawn)
▪NZ bonds: $400m and $500m
▪Euro Medium Term Notes $1,299m (NZ$ equivalent at hedged rates)
NZ
$M
200
500
200
785
514
85
90
137
174
16
30
35
0
100
200
300
400
500
600
700
800
CIP debt securities available
Face value of CIP debt securities issued
EUR EMTN
NZ Bond
Crown financing and debt profile
462462
306
24
81
U F B 1
E Q U I T Y
U F B 1 D E B TU F B 2 / 2 +
E Q U I T Y
U F B 2 / 2 +
D E B T
drawnundrawn
NZ
$M

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DEBT INVESTOR PRESENTATION
28
Summary Terms -New Issue and Tender Offer
Issuer:Chorus Limited
Guarantor:Chorus New Zealand Limited
Programme:The Information Memorandum of the Issuer’s Euro Medium Term
Note Programme dated 29 June 2022
Issuer Ratings:Moody’s: Baa2 (Stable) / S&P: BBB (Stable)
Expected Issue Ratings:Moody’s: Baa2 / Standard & Poor’s: BBB
Tenor:[7] year
Size:EUR Benchmark
Coupon:Fixed, Annual, Actual/Actual
Format:Senior unsecured, Reg S, Category 2, Bearer (TEFRA D)
CouponStep on Ratings
Change:
Applicable, subject to Step-up Rating Change (below BBB-/Baa3,
either agency) of 1.25per cent. per annum, or Step Down Rating
Change (up to BBB-/Baa3, both Rating Agencies) back to the Initial
Rate of Interest as described in the Pricing Supplement
Make-Whole Call:[DBR 0.00% Aug 2029] + [] bps as outlined in the Pricing
Supplement
Early Redemption for Tax:Applicable. See Condition 11(b) in the Information Memorandum
Cross Default:Applicable. See Condition 14 in the Information Memorandum
Negative Pledge:Applicable. See Condition 6 in the Information Memorandum
Denominations:EUR100,000 x EUR1,000
Redemption Amount:100%
Listing/ Governing Law:EMTN / Australian Securities Exchange (ASX) / English Law
Settlement:Euroclear, Clearstream
Selling Restrictions:As directed in the Information Memorandum and applicable Pricing
Supplement
Target Market:EU MiFID II and UK MiFIR product governance / Professional investors
and ECPs only target market. Manufacturer target market (EU MiFID
II and UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No EU PRIIPs or
UK PRIIPs key information document ("KID") has been prepared as
not available to retail in the European Economic Area ("EEA") or the
United Kingdom ("UK").
New Issue
Tender Offer -Description
Offeror:Chorus Limited
Description of the Notes€500,000,000 1.125 per cent. guaranteed notes due
2023
ISIN/Common CodeXS1505890530 / 150589053
Outstanding Principal Amount€500,000,000
(1)
Maturity Date18 October 2023
Reference BenchmarkInterpolated Mid-Swap Rate
Fixed Purchase Spread-5 basis points
Hypothetical Purchase Price99.671 per cent.
(2)
Amount Subject to the Tender OfferAny and all
EventAlldates/ times are London (BST)
Mandate Announcement &Launch of the
Tender Offer
25August 2022
Expiration Deadline4pmon 5 September 2022
Pricing Date & Pricing TimeAt or around 10am on 6 September 2022
Announcement of the conditional results
of the Tender Offer
As soon as reasonably practicable after the Pricing
Time
Settlement DateOnor around 8 September 2022
Financing ConditionYes, whether the Offeror will accept for purchase
Notes validly tendered in the Tender Offer is subject
to the settlement and issuance of the New Notes by
the Offeror
Priority Allocation in the New NotesQualifying Holders may, at the sole discretion of the
Offeror, receive priority in the allocation of the New
Notesup to the aggregate principal amount of the
Notes validly tendered or firmly indicated to be
tendered by that Qualifying Holder.
Tender Offer –Indicative Timetable
(1)AsatthedateoftheTenderOfferMemorandum.
(2)Forillustrativepurposesonly,ahypotheticalPurchasePricefortheNotesissetoutinthetableabove,baseduponahypotheticalPricingTimeat
oraround10.00a.m.(Londontime)on24August2022,wherethehypotheticalInterpolatedMid-SwapRatewas1.475percent.,andassuming
aSettlementDateof8September2022.HoldersoftheNotesshouldnotethattheactualPurchasePricefortheNotesdeterminedinthemanner
describedintheTenderOfferMemorandumcoulddiffersignificantlyfromthehypotheticalPurchasePricesetoutinthetableabove.

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TermDescription
ADSLAsymmetric digital subscriber line –a communication technology allowing high-speed data transfer over copper-based access networks in the local loop
ARPUAverage revenue per user
CIPCrown Infrastructure Partners
FTTHFibre to the home
GBsGigabits per second. A measure of data consumption
HFCHybrid fibre copper
GPONGigabit Passive Optical Network
IoTInternet of things –network of physical devices, vehicles, home appliances and other items embedded with electronics, software,sensors, actuators, and network
connectivity which enables these objects to be connected and exchange data.
LFCLocal fibre company –the companies responsible for the roll out, provisioning and maintenance of the UFB network
MbpsMegabits per second. A measure of network speed
ONTOptical network terminal. General term for a specialised piece of network equipment that terminates a single dark fibre and is located at the End User premises
PONPassive optical network. A line consisting of optical fibres spliced end-to-end possibly via a splitter
RABRegulated asset base
VDSLVery high bit rate digital subscriber line -the highest speed variant of ADSL technology
WACCWeighted average cost of capital
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Appendix 1: Key Terms
29

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30
Appendix 2: Sustainability
See also https://company.chorus.co.nz/sustainability
Employee engagement

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31
Appendix 3: Regulatory building block model for fibre
Source: Commerce Commission: Chorus’ price-quality path from 1 January 2022 –Final decision, Reasons paper, 16
December 2021

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DEBT INVESTOR PRESENTATION
32
Appendix 4: Regulatory revenue: FY22 FFLAS (indicative)
Non-
regulated
$m
Regulated
FFLAS
$m
TOTAL
FY22
$m
Fibre broadband
(GPON)
2546548
Fibre premium (P2P)125466
Copper based
broadband
153-153
Copper based voice52-52
Data services copper6-6
Field services541771
Value added network
services
161127
Infrastructure201030
Other12-12
Total327638965
>Indicative* FFLAS revenue of $638m or 66%
of FY22 revenue
▪FFLAS total excludes estimated $44m allocation
of fibre-related capital contributions to be
netted off fibre RAB assets
>MAR for 2022 (calendar) is $692 million
▪Includes pass through costs of about $16m
▪Chorus forecasts regulated fibre revenue of
approximately $657 million
*Amounts are subject to change once transitional RAB
values and cost allocations are finalised
FFLAS = Fibre Fixed Line Access Services
MAR = maximum allowable revenue

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Appendix 5: Crown financing summary
DEBT INVESTOR PRESENTATION
33
▪CIP equity securities
•Unique class of security with no right to vote at
shareholder meetings, but entitle the holder to a
right to repayment preference on liquidation
•An increasing portion of the securities will attract
dividend payments from 30 June 2025 onwards
•The dividend rate is based on 180 day NZ bank bill
rate, plus 6% p.a. margin
•May be redeemed at any time by cash payment of
total issue price or the issue of Chorus shares (at a
5% discount to the 20-day VWAP for Chorus
shares)
▪CIP debt securities
•Unsecured, non-interest bearing and carry no
voting rights at shareholder meetings
•Chorus is required to redeem the securities in
tranches from 30 June 2025 to 2036 by repaying
the issue price to the holder
Debt
securities
maturity
profile
30 June
2025
30 June
2030
30 June
2033
30 June
2036TOTAL
UFB1 & 2$85.3m$104.7m$166.7m$210.2m$566.9m
Equity
securities
subject to
paying
dividends
(cumulative)
30 June
2025
30 June
2030
30 June
2033
30 June
2036TOTAL
UFB1 & 2$85.3m$197.1m$377.7m$766.4m$766.4m

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Thank you
August 202234
DEBT INVESTOR PRESENTATION

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES
(EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT")) OR IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is not, does not form part of and should not be construed as an offer of
securities for sale in the United States. Neither this announcement nor any copy hereof may be
taken into or distributed, directly or indirectly, in or into the United States. The securities and
guarantee thereof referred to herein have not been and will not be registered under the
Securities Act or laws of any state of the United States or other jurisdiction, and may not be
offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act. No public offering of securities will be made in
the United States.
This announcement is for information purposes only and is not an offer to purchase and does
not constitute an invitation or solicitation to sell any securities. This announcement and the
Tender Offer Memorandum referred to herein distributed do not constitute an offer to
participate in the Tender Offer (as defined herein) in any jurisdiction in which, or to any person
to or from whom, it is unlawful to make such offer or Tender Offer or for there to be such
participation under applicable laws. The distribution of this announcement and the distribution
of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons
into whose possession this announcement or the Tender Offer Memorandum comes are
required to inform themselves about and to observe any such restrictions. Please refer to
“Offer and Distribution Restrictions” in the Tender Offer Memorandum for further details.
25 August 2022
Chorus Limited
(incorporated with limited liability in New Zealand)

(the "Offeror")
Invitation by the Offeror to the Qualifying Holders of the outstanding EUR 500,000,000
1.125 per cent. notes due 2023 (ISIN: XS1505890530) (the "Notes") issued by the
Offeror and guaranteed by Chorus New Zealand Limited to tender any and all of their
Notes for purchase by the Offeror for cash
The Company announces that it is inviting Qualifying Holders of the Notes to tender any and
all Notes held by such Qualifying Holders for purchase by the Company for cash (the "Tender
Offer").
The Tender Offer is made on the terms and subject to the conditions contained in the Tender
Offer Memorandum dated 25 August 2022 (the "Tender Offer Memorandum") and should
be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not
otherwise defined in this announcement shall have the meaning given to them in the Tender
Offer Memorandum.

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Description
of the Notes
ISIN/Common
Code
Outstanding
Principal Amount


Maturity
Date
Reference
Benchmark
Fixed
Purchase
Spread

Hypothetical
Purchase
Price
Amount
Subject to
the Tender
Offer
€500,000,000
1.125 per cent.
notes due
2023
XS1505890530
/ 150589053
€500,000,000
(1)


18
October
2023
Interpolated
Mid-Swap
Rate
-5 basis
points


99.671 per
cent.
(2)


Any and all

Notes:
(1) As at the date of the Tender Offer Memorandum.
(2) For illustrative purposes only, a hypothetical Purchase Price for the Notes is set out in the table above, based upon a hypothetical Pricing Time at or around
10.00 a.m. (London time) on 24 August 2022, where the hypothetical Interpolated Mid-Swap Rate was 1.475 per cent., and assuming a Settlement Date of 8
September 2022. Holders of the Notes should note that the actual Purchase Price for the Notes determined in the manner described in the Tender Offer
Memorandum could differ significantly from the hypothetical Purchase Price set out in the table above.
Tender Offer
The Tender Offer will commence on 25 August 2022 and will expire at 4:00 p.m. (London
time), on 5 September 2022 (the "Expiration Deadline"), unless extended, earlier terminated
or withdrawn at the sole and absolute discretion of the Offeror as described herein.
The Offeror invites (subject to offer and distribution restrictions) Qualifying Holders of the
Notes who wish to tender such notes for purchase by the Offeror for a cash amount equal to
the Tender Consideration, subject to and in accordance with the terms and conditions of the
Tender Offer as described in the Tender Offer Memorandum.
The Offeror proposes to accept for purchase for cash any and all of the Notes validly tendered
on the terms and subject to the conditions contained in the Tender Offer Memorandum. The
Offeror will determine, in its sole and absolute discretion, the aggregate principal amount of
Notes (if any) that it will accept for purchase pursuant to the Tender Offer, which amount will
be announced following the Expiration Deadline. There is no maximum purchase amount and
accepted Tender Instructions will not be subject to proration.
The price payable per principal amount of the Notes in respect of invitations to tender accepted
by the Offeror is the Purchase Price determined as described in "Terms of the Tender Offer —
Purchase Price" of the Tender Offer Memorandum by reference to the sum of the fixed
purchase spread of -5 basis points over the Interpolated Mid-Swap Rate plus the Accrued
Interest Payment.
Notes purchased by the Offeror pursuant to the Tender Offer will be immediately cancelled by
the Offeror. Notes which have not been validly tendered and accepted for purchase pursuant to
the Tender Offer will remain outstanding after the Settlement Date.
Custodians, Direct Participants and Clearing Systems will have deadlines for receiving
instructions prior to the Expiration Deadline and Qualifying Holders should contact the
intermediary through which they hold their Notes as soon as possible to ensure proper and
timely delivery of instructions.
Rationale for the Tender Offer
The Offeror is looking to refinance the outstanding Notes and extend the debt maturity profile
of its liabilities.

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New Notes and Financing Condition
The Offeror has also announced investor marketing for an offering of Euro denominated fixed
rate guaranteed notes (the "New Notes"), subject to market conditions. The Tender Offer is
conditional upon the settlement and issuance of the New Notes (the "Financing Condition").
In addition, validly submitted Tender Instructions will be irrevocable except in the limited
circumstances described in the section titled "Amendment, Termination, Withdrawal or
Extension" of the Tender Offer Memorandum.
Priority Allocation in the New Notes
A Qualifying Holder who wishes to subscribe for New Notes in addition to tendering or
indicating its firm intention to tender Notes for purchase pursuant to the Tender Offer may, at
the sole and absolute discretion of the Offeror, receive priority (the "New Notes Priority") in
the allocation of the New Notes, subject to such Qualifying Holder making a separate
application for the subscription of such New Notes to one of the Dealer Managers in its capacity
as Joint Lead Manager of the issue of the New Notes and in accordance with the standard new
issue procedures of such Joint Lead Manager.
Such priority will be given for an aggregate principal amount of New Notes up to the aggregate
principal amount of the Notes validly tendered or firmly indicated to be tendered by that
Qualifying Holder and accepted for purchase by the Offeror pursuant to the Tender Offer and
may be given over any investor who is applying for purchase of such New Notes without having
Notes accepted in the Tender Offer.
The denomination of the New Notes will be €100,000.
A key factor in the allocation of the New Notes will be whether Qualifying Holders have validly
tendered or indicated their firm intention to the Offeror or the Dealer Managers to tender their
Notes. When considering allocation of the New Notes, the Offeror may intend to give
preference to those Qualifying Holders who, prior to such allocation, have validly tendered or
indicated their firm intention to the Offeror or any of the Dealer Managers to tender the Notes
and subscribe for New Notes. However, the Offeror is not obliged to allocate the New Notes
to any Qualifying Holder who has validly tendered or indicated a firm intention to tender the
Notes pursuant to the Tender Offer. Any allocation of the New Notes, while being considered
by the Offeror as set out above, will be made in accordance with customary new issue allocation
processes and procedures.
To request New Notes Priority, a Qualifying Holder should contact a Dealer Manager (in its
capacity as a Joint Lead Manager of the issue of the New Notes) using the contact details set
out below and on the back cover page of the Tender Offer Memorandum.
The application to receive priority in the allocation of New Notes does not constitute an offer
or acceptance by any Qualifying Holder to purchase New Notes, and any investment decision
to purchase any New Notes should be made solely on the basis of the information contained in
the New Notes Information Memorandum, which will be available from the relevant Joint Lead
Managers, and no reliance is to be placed on any representations other than those contained in
such New Notes Information Memorandum.
The pricing of the New Notes is expected to take place prior to the Expiration Deadline and,
as such, Qualifying Holders are advised to contact a Dealer Manager (in its capacity as a Joint

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Lead Manager of the issue of the New Notes) as soon as possible prior to the Expiration
Deadline and prior to the pricing of the New Notes in order to request New Notes Priority.
Neither the New Notes nor the guarantee thereof is being, or will be, offered or sold in the
United States. Nothing in the Tender Offer Memorandum constitutes an offer to sell or the
solicitation of an offer to buy the New Notes or the guarantee thereof in the United States or
any other jurisdiction. Neither the New Notes nor the guarantee thereof may be offered, sold
or delivered in the United States absent registration under, or an exemption from the
registration requirements of the Securities Act. Neither the New Notes nor the guarantee
thereof has been, or will be, registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States and may not be offered, sold or delivered, directly
or indirectly, within the United States.
The ability to purchase New Notes is subject to all applicable securities laws and regulations
in force in any relevant jurisdiction (including the jurisdiction of the relevant Qualifying Holder
and the selling restrictions set out in the New Notes Information Memorandum). It is the sole
responsibility of each Qualifying Holder to satisfy itself that it is eligible to purchase New
Notes before requesting New Notes Priority.
No action has been or will be taken in any jurisdiction in relation to the New Notes or the
guarantee thereof to permit a public offering of securities.
Procedure for Participating in the Tender Offer
A Qualifying Holder wishing to participate in the Tender Offer must deliver, or arrange to have
delivered on its behalf, via the relevant Clearing System and in accordance with the
requirements of such Clearing System, a valid Tender Instruction that is received by the Tender
and Information Agent by the Expiration Deadline. Qualifying Holders are advised to check
with any bank, securities broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a Qualifying Holder in order for that
Qualifying Holder to be able to participate in the Tender Offer by the deadline specified in the
Tender Offer Memorandum.
Only Direct Participants may submit Tender Instructions. Each Qualifying Holder who is not
a Direct Participant must arrange for the Direct Participant through which such Qualifying
Holder holds its Notes to submit a Tender Instruction on its behalf to the relevant Clearing
System before the deadlines specified by the relevant Clearing System.
The offer by a Qualifying Holder, or the relevant Direct Participant on its behalf, to participate
in the Tender Offer may be revoked by such Qualifying Holder, or the relevant Direct
Participant on its behalf, only in the limited circumstances described in "Amendment,
Termination, Withdrawal or Extension" of the Tender Offer Memorandum.

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Expected Timetable
This is an indicative timetable and is subject to the right of the Offeror to extend, re-open, amend
and/or terminate the Tender Offer (subject to applicable law and as provided in the Tender Offer
Memorandum).

Events Dates and Times
(All times are London time)
Launch of the Tender Offer and announcement of investor
marketing in relation to the proposed issue of the New Notes .
25 August 2022

The Offeror will announce the Tender Offer via publication on
the ASX website and as set out below.
Tender Offer Memorandum delivered to Euroclear and
Clearstream for communication to Direct Participants (as
defined herein). Tender Offer Memorandum (subject to the offer
and distribution restrictions set out in "Offer and Distribution
Restrictions" of the Tender Offer Memorandum) made available
on the Offer Website by the Tender and Information Agent.

Announcement of investor marketing in relation to the proposed
issue of the New Notes.


Expiration Deadline ...................................................................

4.00 p.m.
on 5 September 2022

Deadline for receipt by the Tender and Information Agent of
valid Tender Instructions in order for Qualifying Holders to be
able to participate in the Tender Offer.


Pricing Date and Pricing Time ..................................................

At or around 10:00 a.m.
on 6 September 2022


Provided the Offeror has not elected to amend, extend, withdraw
or terminate the Tender Offer in accordance with "Terms of the
Tender Offer — Amendment, Termination, Withdrawal or
Extension" of the Tender Offer Memorandum, determination of
the Interpolated Mid-Swap Rate and the Purchase Price.

,

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Announcement of the conditional results of the Tender Offer As soon as reasonably
practicable after the
Pricing Time

Announcement of whether the Offeror will accept, subject to the
Financing Condition being waived by the Offeror (in its sole and
absolute discretion) or satisfied, any Notes pursuant to the
Tender Offer, and, if so accepted,
(i) the Purchase Price (including the Interpolated Mid-Swap
Rate) and the Accrued Interest Payment;
(ii) the aggregate principal amount of Notes validly tendered
and accepted for purchase;
(iii) the aggregate principal amount of Notes that will remain
outstanding after the Settlement Date; and
(iv) the Settlement Date.


Settlement Date ........................................................................

Settlement of the Tender Offer; the Offeror to pay the Tender
Consideration.
The Offeror will announce the settlement of the Tender Offer.
On or around
8 September 2022


The Company reserves the right to extend, withdraw, terminate or amend the terms and
conditions of the Tender Offer at any time following the announcement of the Tender Offer
and prior to the announcement of the result of the Tender Offer, as described in the Tender
Offer Memorandum. The Company will ensure an announcement is made of any such
extension, amendment, termination or re-opening as soon as is reasonably practicable after the
relevant decision is made. In addition, the Company may terminate the Tender Offer even after
such announcement if the Financing Condition is not satisfied or waived by the Company (in
its sole and absolute discretion).
Significant delays may be experienced where notices are delivered through the Clearing
Systems and Qualifying Holders are urged to contact the Dealer Managers or the Tender and
Information Agent at the telephone numbers specified below and on the back cover of the
Tender Offer Memorandum for the relevant announcements during the Tender Offer Period.
All announcements will be made available upon release at the offices of the Tender and
Information Agent.
Qualifying Holders are advised to check with any bank, securities broker or other intermediary
through which they hold Notes when such intermediary would require to receive instructions
to participate in, or (in the limited circumstances in which revocation is permitted) revoke their
instruction to participate in, the Tender Offer in order to meet the deadlines set out above. The
deadlines set by any such intermediary and each of Euroclear and Clearstream for the
submission of Tender Instructions may be earlier than the relevant deadlines above. See "Terms
of the Tender Offer - Procedures for Participating in the Tender Offer" of the Tender Offer
Memorandum.

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Qualifying Holders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Tender Offer.
Unless stated otherwise, announcements will be made by (i) the delivery of notices to each of
Euroclear and Clearstream for communication to Direct Participants, (ii) by publication on the
ASX website, (iii) by publication on the Offer Website (as defined below), or (iv) as required
by relevant laws or regulations. Copies of all such announcements, press releases and notices
can also be obtained from the Tender and Information Agent, the contact details for which are
specified below and on the back cover of the Tender Offer Memorandum. In addition,
Qualifying Holders may contact the Dealer Managers for information using the contact details
specified below and on the back cover of the Tender Offer Memorandum.
The Tender Offer Memorandum and any other relevant notice and documents with respect to
the Tender Offer will be available at https://deals.is.kroll.com/chorus (the "Offer Website",
operated by the Tender and Information Agent for the purpose of the Tender Offer.)
Citigroup Global Markets Limited, HSBC Bank plc and MUFG Securities Asia Limited are
acting as Dealer Managers for the Tender Offer and Kroll Issuer Services Limited is acting as
Tender and Information Agent. For detailed terms of the Tender Offer please refer to the Tender
Offer Memorandum which (subject to distribution restrictions) can be obtained from the
Tender and Information Agent using the details below.

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CONTACT INFORMATION
Qualifying Holders who have questions regarding the Tender Offer, may contact the Tender
and Information Agent or the Dealer Managers.
DEALER MANAGERS
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom

Attn: Liability Management Group
Tel: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com

HSBC Bank plc
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom

Attn: Liability Management Group
Tel: +44 20 7992 6237 (London) /
+852 3941 0223 (Hong Kong)
Email: liability.management@hsbcib.com

MUFG Securities Asia Limited
11/F, AIA Central
1 Connaught Road Central
Hong Kong

Attn: Liability Management Group
Tel: +33 1709 14279 / +61 28598 1801
Email: liability.management@mufgsecurities.com


Requests for information in relation to the procedures for tendering Notes in the Tender
Offer, for obtaining documents and the submission of Tender Instruction should be directed
to:
THE TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited

In London
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom

In Hong Kong
3
rd
Floor, Three Pacific Place
1 Queen’s Road East
Admiralty
Hong Kong
Attn: Mu-yen Lo / Harry Ringrose
Tel: +44 20 7704 0880 / +852 2281 0114
Offer Website: https://deals.is.kroll.com/chorus
Email: chorus@is.kroll.com

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DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important information which
should be read carefully before any decision is made with respect to the Tender Offer. If any
Qualifying Holder is in any doubt as to the action it should take, it is recommended to seek its
own financial advice, including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent financial adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company
or other nominee must contact such entity if it wishes to offer Notes in the Tender Offer. None
of the Offeror, the Dealer Managers or the Tender and Information Agent or any of their
respective directors, employees or affiliates makes any recommendation whether Qualifying
Holders should offer Notes in the Tender Offer.
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to
participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any
person to or from whom, it is unlawful to make such invitation under applicable securities laws.
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this announcement or the
Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers
and the Tender and Information Agent to inform themselves about and to observe, any such
restrictions. Nothing in this announcement or in the Tender Offer Memorandum constitutes an
offer to sell or the solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction.