Contact Energy Limited logo

Contact launches retail Green Bond offer

Debt Issuance26 September 2022CENUtilities

Contact Energy Limited Level 2 Harbour City Tower, 29 Brandon Street, Wellington 6011 | PO Box 10742, Wellington 6143
P: +64 4 499 4001 | F: +64 4 499 4003 | W: contactenergy.co.nz


Tuesday, 27 September 2022


Contact launches retail Green Bond offer

Contact Energy Limited (Contact) confirmed today that it is offering up to $200 million (with

the ability to accept up to an additional $50 million of oversubscriptions at Contact’s

discretion) of 5.5-year fixed rate, unsecured, unsubordinated green bonds (Green Bonds) to

institutional investors and New Zealand retail investors.

The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013

as an offer of debt securities of the same class as existing quoted debt securities. The offer

is expected to close at 11:00am on Friday, 30 September 2022 and the Green Bonds are

expected to be quoted on the NZX Debt Market.

Contact has an Issuer Credit Rating from S&P Global Ratings of BBB (stable outlook). The

Green Bonds are to be assigned an Issue Credit Rating of BBB.

The proceeds of the offer will be used by Contact for the financing and refinancing of

renewable generation and other eligible green assets in accordance with the terms of

Contact’s Green Borrowing Programme Framework.

The interest rate for the Green Bonds will be set on the rate set date as being equal to the

base rate plus the issue margin, subject to a minimum interest rate of 5.45% per annum.

The indicative issue margin range for the Green Bonds is 1.30% to 1.45% per annum. An

announcement of the actual issue margin (which may be above or below the indicative issue

margin range) and interest rate is expected to be made via NZX on Friday, 30 September

2022 following a bookbuild process.

There is no public pool for the offer, with all of the Green Bonds being reserved for clients of

the Joint Lead Managers, institutional investors and other primary market participants invited

to participate in the bookbuild.

Details of the offer are contained in the indicative terms sheet. The indicative terms sheet is

available at www.contact.co.nz/bondoffer or by contacting one of the Joint Lead Managers

(listed below) or your usual financial adviser.

Copies of the indicative terms sheet and investor presentation have also been provided to

NZX with this announcement.


ANZ Bank New Zealand Bank of New Zealand

0800 269 476 0800 284 017

Craigs Investment Partners Limited

Forsyth Barr Limited

0800 226 263

0800 367 227

-ends-


2


Investor enquiries

Matthew Forbes

Ph +64 21 072 8578


Media enquiries

Leah Chamberlin-Gunn

leah.chamberlin-gunn@contactenergy.co.nz

Ph +64 21 227 7991

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Contact Energy Limited Level 2 Harbour City Tower, 29 Brandon Street, Wellington 6011 | PO Box 10742, Wellington 6143
P: +64 4 499 4001 | F: +64 4 499 4003 | W: contactenergy.co.nz




27 September 2022


CLEANSING NOTICE

Contact Energy Limited (Contact) gives notice under clause 20(1)(a) of schedule 8 of the Financial

Markets Conduct Regulations 2014 (FMC Regulations) that it proposes to make an offer for the issue

of unsecured, unsubordinated, fixed rate, green bonds due 11 April 2028 (Green Bonds) in reliance

upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).

The main terms of the offer and the Green Bonds are set out in the attached Terms Sheet. Except for

the interest rate and maturity date, the Green Bonds will have identical rights, privileges, limitations

and conditions as Contact's:

1. unsecured, unsubordinated, fixed rate, green bonds maturing on 15 November 2022 which are

quoted on the NZX Debt Market under the ticker code CEN040; and

2. unsecured, unsubordinated, fixed rate, green bonds maturing on 15 August 2024 which are

quoted on the NZX Debt Market under ticker code CEN050,

(together, the Quoted Bonds) and therefore are of the same class as the Quoted Bonds for the

purposes of the FMCA and the FMC Regulations. The Quoted Bonds have been continuously quoted

on the NZX Debt Market over the preceding three months and trading in the Quoted Bonds has not

been suspended during that three-month period.

As at the date of this notice, Contact is in compliance with:

1. the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and

2. its financial reporting obligations (as defined in the FMC Regulations).

As at the date of this notice, there is no information that is "excluded information" required to be

disclosed for the purposes of the FMC Regulations.

As at the date of this notice, there is no information that would be required to be disclosed under a

continuous disclosure obligation or which would be excluded information required to be disclosed for

the purposes of the FMC Regulations if the Quoted Bonds had had the same redemption date or

interest rate as the Green Bonds.

---

Indicative Terms Sheet
Fixed Rate Green Bonds






27 September 2022

1




Indicative Terms

Sheet


27 September 2022

This indicative terms sheet (Terms Sheet) sets

out the key terms of the offer by Contact Energy

Limited (Contact or Issuer) of up to

NZ$200,000,000 (with the ability to accept

oversubscriptions of up to an additional

NZ$50,000,000 at Contact’s discretion) of

unsecured, unsubordinated, fixed rate, green bonds

maturing on Tuesday, 11 April 2028 (Green

Bonds) under its Amended and Restated Master

Trust Deed dated 21 August 2015 (as further

amended from time to time) as modified and

supplemented by the Supplemental Trust Deed

dated 23 September 2022 entered into between

Contact and The New Zealand Guardian Trust

Company Limited (Supervisor) (together, Trust

Documents).

Important notice

The offer of debt securities by Contact is made in

reliance upon the exclusion in clause 19 of schedule 1

of the Financial Markets Conduct Act 2013 (FMCA).

The offer contained in this Terms Sheet is an offer of

bonds that have identical rights, privileges, limitations

and conditions (except for the interest rate and

maturity date) as Contact’s:

• NZ$100,000,000 unsecured, unsubordinated,

fixed rate, green bonds (which have a fixed

interest rate of 4.63% per annum) maturing

on 15 November 2022, which are currently

quoted on the NZX Debt Market under the

ticker code CEN040 (CEN040 Bonds); and






• NZ$100,000,000 unsecured, unsubordinated,

fixed rate, green bonds (which have a fixed

interest rate of 3.55% per annum) maturing on

15 August 2024, which are currently quoted on

the NZX Debt Market under the ticker code

CEN050 (CEN050 Bonds),

(the CEN040 Bonds and the CEN050 Bonds, together

the Existing Bonds).

The Green Bonds are of the same class as the Existing

Bonds for the purposes of the FMCA and the Financial

Markets Conduct Regulations 2014 (FMC

Regulations).

Contact is subject to a disclosure obligation that

requires it to notify certain material information to

NZX Limited (NZX) for the purpose of that information

being made available to participants in the market and

that information can be found by visiting

www.nzx.com/companies/CEN.

The Existing Bonds are the only debt securities of

Contact that are currently quoted and in the same

class as the Green Bonds.

Investors should look to the market price of the

Existing Bonds referred to above to find out how the

market assesses the returns and risk premium for

those bonds. When comparing the yield of two debt

securities, it is important to consider all relevant

factors (including credit rating (if any), maturity and

other terms of the relevant debt securities).


ADDRESS DETAILS:

Issuer:

Contact Energy

Limited



Harbour City Tower

29 Brandon Street

Wellington 6143


Arranger and Joint

Lead Manager:

Bank of New

Zealand


Level 6, Deloitte

Centre

80 Queen Street

Auckland 1010


Joint Lead

Manager:

ANZ Bank New

Zealand Limited


Level 25, ANZ

Centre

23-29 Albert Street

Auckland 1010


Joint Lead

Manager:

Craigs Investment

Partners Limited


Level 36, Vero

Centre

48 Shortland Street

Auckland 1010


Joint Lead

Manager:

Forsyth Barr

Limited


Level 22, NTT

Tower, 157

Lambton Quay

Wellington 6011

Registrar:

Link Market

Services Limited



Level 11, Deloitte

Centre

80 Queen Street

Auckland 1010

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Contact Energy 2028 Bonds – Indicative Terms Sheet




Issuer Contact Energy Limited (Contact).

Description of Bonds

The Green Bonds are unsecured, unsubordinated, fixed rate, debt obligations

of Contact ranking equally and without preference among themselves and

equally with all other outstanding unsecured and unsubordinated

indebtedness of Contact, except indebtedness preferred by law.

The Supervisor, on behalf of the Bondholders, has the benefit of certain

provisions of Contact’s deed of negative pledge and guarantee dated 19 May

2005 (Negative Pledge). Among other things, the Negative Pledge provides

that Contact will not grant any security interest in its assets except under

certain limited exceptions set out in the Negative Pledge. The Green Bonds are

not guaranteed by any person.

The Green Bonds are Green Debt Instruments under Contact’s Green

Borrowing Programme Framework and are certified by the Climate Bonds

Initiative (CBI) based on the Climate Bonds Standard. A copy of the Green

Borrowing Programme Framework is available on Contact’s website:

www.contact.co.nz/aboutus/sustainability/financial-sustainability

Financial Covenant

The ratio of consolidated unsubordinated group debt to consolidated

unsubordinated group debt plus shareholders’ funds (all as described in the

Negative Pledge) must not exceed 60%.

Purpose

The proceeds from the issue of the Green Bonds will be used by Contact for

the financing and refinancing of renewable generation and other eligible green

assets (Green Assets) in accordance with the terms of the Green Borrowing

Programme Framework.

Arranger Bank of New Zealand

Joint Lead Managers ANZ Bank New Zealand Limited, Bank of New Zealand, Craigs Investment

Partners Limited and Forsyth Barr Limited.

Credit Ratings



S&P Global Ratings

Issuer Credit Rating

BBB (stable outlook)

Issue Credit Rating

BBB


A rating is not a recommendation by any rating organisation to buy, sell or hold

Green Bonds. The above credit ratings are current as at the date of this Terms

Sheet and may be subject to suspension, revision or withdrawal at any time by

the assigning rating organisation.

Issue Amount Up to NZ$200,000,000 (with the ability to accept oversubscriptions of up to

an additional NZ$50,000,000 at Contact’s discretion).

Opening Date Tuesday, 27 September 2022.

Closing Date 11:00am, Friday, 30 September 2022.

Rate Set Date Friday, 30 September 2022.

Issue Date Tuesday, 11 October 2022.

Expected date of initial

quotation and trading on NZX

Debt Market

Wednesday, 12 October 2022.

Maturity Date Tuesday, 11 April 2028.

Indicative Issue Margin The Indicative Issue Margin range is 1.30% to 1.45% per annum.

The actual Issue Margin for the Green Bonds (which may be above or below

the Indicative Issue Margin range) is the rate (expressed as a percentage

rate per annum) determined by Contact (in consultation with the Joint Lead

Managers) through the Bookbuild held on the Rate Set Date.

Interest Rate The Interest Rate will be set on the Rate Set Date as being equal to the Base

Rate plus the Issue Margin, subject to a minimum Interest Rate of 5.45% per

annum.

3

Contact Energy 2028 Bonds – Indicative Terms Sheet




Base Rate The mid-market rate for an interest rate swap of a term matching the period

from the Issue Date to the Maturity Date as calculated by the Joint Lead

Managers in consultation with Contact, according to market convention, with

reference to Bloomberg page ‘ICNZ4’ (or its successor page) on the Rate Set

Date and expressed on a quarterly basis (rounded to 2 decimal places, if

necessary, with 0.005 being rounded up).

Issue Price NZ$1.00 per Green Bond.

Interest Payments Quarterly in arrear in equal payments.

Interest Payment Dates 11 January, 11 April, 11 July and 11 October each year up to and including the

Maturity Date.

The first Interest Payment Date is 11 January 2023.

Record Date 10 calendar days before the relevant Interest Payment Date or Maturity Date

or, if not a Business Day, the preceding Business Day.

Business Day A day (other than a Saturday or Sunday) on which registered banks are

generally open for business in Auckland and Wellington.

If an Interest Payment Date falls on a day that is not a Business Day, the due

date for any payment to be made on that date will be the next Business Day,

with no adjustment to be made to the amount payable as a result of the delay

in payment.

Minimum Application Amount NZ$5,000 with multiples of NZ$1,000 thereafter.

ISIN NZCEND0070L8.

NZX Debt Market Quotation Application has been made to NZX for permission to quote the Green Bonds

on the NZX Debt Market and all the requirements of NZX relating thereto that

can be complied with on or before the distribution of this Terms Sheet have

been duly complied with. However, NZX accepts no responsibility for any

statement in this Terms Sheet. NZX is a licensed market operator, and the

NZX Debt Market is a licensed market under the FMCA.

NZX Debt Market Ticker Code CEN070.

Transfers The registered owner of a Green Bond may transfer that Green Bond at any

time, subject to the terms of the Trust Documents and any applicable

securities laws and regulations.

Repo-eligibility Contact intends to apply to the Reserve Bank of New Zealand for the Green

Bonds to be included as eligible securities for domestic market operations.

Brokerage Applicants are not required to pay brokerage or any charges to Contact for an

application under the Offer.

No Event of Default Failure by Contact to:

1. allocate the proceeds of the Green Bonds as described in the Green

Borrowing Programme Framework;

2. meet the Climate Bonds Standard, Green Bond Principles or the Green

Borrowing Programme Framework in respect of the Green Bonds;

3. maintain CBI certification of the Green Bonds or other Green Debt

Instruments;

4. comply with any environmental laws and standards in respect of the Green

Assets or otherwise;

5. receive further assurance from CBI;

6. comply with the Green Borrowing Programme Framework (including

updating its website in respect of the Green Bonds);

7. notify Bondholders that the Green Bonds cease to comply with the Green

Borrowing Programme Framework, the Green Bond Principles or Climate

Bonds Standard; or

4

Contact Energy 2028 Bonds – Indicative Terms Sheet




8. in any other way ensure that the Green Bonds retain their green attributes,

is not an Event of Default or other default or breach of any obligation under

the Trust Documents and does not have the result of requiring, or permitting

Bondholders or Contact to require, the Green Bonds to be repaid early. Contact

may, depending on the exact circumstances, provide the market with an

update in relation to the ongoing status of the Green Bonds as green bonds.

Registrar and Paying Agent Link Market Services Limited.

The Green Bonds will be accepted for settlement within the NZClear system.

Early Repayment Bondholders have no rights to require Contact to redeem the Green Bonds

early except through the Supervisor in the case of an Event of Default (as set

out in the Trust Documents). Contact does not have the right to redeem the

Green Bonds early.

In the case of an Event of Default (as set out in the Trust Documents) which is

continuing unremedied, the Supervisor may declare, and may be directed by an

Extraordinary Resolution (as defined in the Trust Documents) of the

Bondholders to declare, the principal amounts of the Green Bonds, together

with any accrued interest, to be immediately due and payable.

Supervisor The New Zealand Guardian Trust Company Limited.

Governing Law New Zealand.

Who May Apply

& How to Apply

All of the Green Bonds including any oversubscriptions will be reserved for

clients of the Joint Lead Managers, institutional investors and other primary

market participants invited to participate in the bookbuild.

There will be no public pool for the Green Bonds.

Retail investors should contact the Joint Lead Managers, their financial advisor

or any Primary Market Participant for details on how they may acquire Green

Bonds. You can find a Primary Market Participant by visiting

www.nzx.com/investing/find-a-participant

Any allotment of Green Bonds will be at Contact’s discretion, in consultation

with the Joint Lead Managers. Contact reserves the right to refuse to make

any allotment (or part thereof) without giving any reason. Contact may deal

with oversubscriptions (if any) in its sole discretion.

Each investor’s financial advisor will be able to advise them as to what

arrangements will need to be put in place for the investors to trade the Green

Bonds including obtaining a common shareholder number (CSN), an

authorisation code (FIN) and opening an account with a Primary Market

Participant as well as the costs and timeframes for putting such arrangements

in place.

Singapore Securities and

Futures Act Product

classification

Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and

309B(1)(c) of the Securities and Futures Act 2001, as modified or amended

from time to time (the SFA), Contact has determined, and hereby notifies all

relevant persons (as defined in Section 309A of the SFA) that the Green Bonds

are “prescribed capital markets products” (as defined in the Securities and

Futures (Capital Markets Products) Regulations 2018).

Selling Restrictions The selling restrictions set out in the schedule to this Terms Sheet apply.


Green Borrowing Programme

Assurance

Contact has received a pre-issuance certification from CBI in respect of the

Green Bonds.

Contact has engaged KPMG to provide independent assurance of the Green

Borrowing Programme to confirm that the Green Borrowing Programme

continues to meet the requirements of the Climate Bonds Standard and the

Green Bond Principles. Contact will seek to obtain further assurance at least

annually.

Copies of the CBI certification and the latest KPMG independent limited

assurance report (which details the assurance procedures and standards

followed) can be found here:

www.contact.co.nz/aboutus/sustainability/financial-sustainability

5

Contact Energy 2028 Bonds – Indicative Terms Sheet




The dates set out in this Terms Sheet are indicative only and Contact, in conjunction

with the Joint Lead Managers, may change the dates set out in this Terms Sheet. Contact has the right in its

absolute discretion and without notice to close the offer early, to extend the Closing Date, or to choose not to

proceed with the offer. If the Closing Date is changed, other dates (such as the Issue Date, Interest Payment

Dates and the Maturity Date) may be changed accordingly.

Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated

otherwise, the content of any such internet site is not incorporated by reference into, and does not form part of,

this Terms Sheet.

Copies of the Trust Documents will be made available by Contact for inspection during usual business hours by

any Bondholder at Contact’s registered office listed above (or such office as Contact may notify the Bondholders

from time to time). Copies of the Trust Documents are also available on Contact’s website:

www.contact.co.nz/aboutus/investor-centre/investor-information#Bond-information

Investors should seek qualified, independent financial and taxation advice before deciding to invest. Investors

will be personally responsible for all tax return filing obligations in respect of their investment in the Green

Bonds, compliance with the financial arrangements rules (if applicable) and payment of provisional or terminal

tax (if required) on interest derived.

The Supervisor accepts no responsibility for the information contained in this Terms Sheet.

For further information regarding Contact, visit www.nzx.com/companies/CEN.

6

Contact Energy 2028 Bonds – Indicative Terms Sheet





SELLING RESTRICTIONS

The Green Bonds may only be offered for sale or sold

in New Zealand in conformity with all applicable laws

and regulations in New Zealand. No Green Bonds

may be offered for sale or sold in any other country or

jurisdiction except in conformity with all applicable

laws and regulations of that country or jurisdiction

and the selling restrictions contained in this Terms

Sheet. This Terms Sheet may not be published,

delivered or distributed in or from any country or

jurisdiction except under circumstances which will

result in compliance with all applicable laws and

regulations in that country or jurisdiction and the

selling restrictions contained in this Terms Sheet.

Without limiting the generality of the above, the

following selling restrictions apply in respect of each

relevant jurisdiction:


Member States of the European Economic

Area

In relation to each Member State of the European

Economic Area, no Green Bonds have been offered

and no Green Bonds will be offered that are the

subject of the offering contemplated by this Terms

Sheet in relation thereto to the public in that Member

State except that an offer of Green Bonds to the

public in the Member State may be made:

a) to any legal entity which is a qualified investor

as defined in the EU Prospectus Regulation;

b) to fewer than 150 natural or legal persons

(other than qualified investors as defined in

the EU Prospectus Regulation) subject to

obtaining the prior consent of the Joint Lead

Managers for any such offer; or

c) in any other circumstances falling within

Article 1(4) of the EU Prospectus Regulation,

provided that no such offer of the Green Bonds shall

require Contact or the Joint Lead Managers to

publish a prospectus pursuant to Article 3 of the EU

Prospectus Regulation or supplement a prospectus

pursuant to Article 23 of the EU Prospectus

Regulation.

For the purposes of this provision, the expression an

offer of the Green Bonds to the public in relation to

any Green Bonds in any Member State means the

communication in any form and by any means of

sufficient information on the terms of the offer and

the Green Bonds to be offered so as to enable an

investor to decide to purchase or subscribe for the

Green Bonds and the expression EU Prospectus

Regulation means Regulation (EU) 2017/1129.


United Kingdom

No Green Bonds have been offered and no Green

Bonds will be offered that are the subject of the

offering contemplated by this Terms Sheet in relation

thereto to the public in the United Kingdom except

that it may make an offer of such Green Bonds to the

public in the United Kingdom:

a) to any legal entity which is a qualified investor

as defined in Article 2 of the UK Prospectus

Regulation;

b) to fewer than 150 natural or legal persons

(other than qualified investors as defined in

Article 2 of the UK

Prospectus

Regulation) in the United Kingdom subject to

obtaining the prior consent of the Joint Lead

Managers for any such offer; or

c) in any other circumstances falling within

section 86 of the Financial Services and

Markets Act 2000 (FSMA),

provided that no such offer of the Green Bonds shall

require Contact or the Joint Lead Managers to

publish a prospectus pursuant to section 85 of the

FSMA or supplement a prospectus pursuant to

Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an

offer of the Green Bonds to the public in relation to

any Green Bonds means the communication in any

form and by any means of sufficient information on

the terms of the offer and the Green Bonds to be

offered so as to enable an investor to decide to

purchase or subscribe for the Green Bonds and the

expression UK Prospectus Regulation means

Regulation (EU) 2017/1129 as it forms part of

domestic law by virtue of the European Union

(Withdrawal) Act 2018.

Other regulatory restrictions

No communication, invitation or inducement to

engage in investment activity (within the meaning of

section 21 of the FSMA) has been or may be made or

caused to be made or will be made in connection

with the issue or sale of the Green Bonds in

circumstances in which section 21(1) of the FSMA

applies to Contact.

All applicable provisions of the FSMA with respect to

anything done by it in relation to the Green Bonds in,

from or otherwise involving the United Kingdom,

must be complied with.


Singapore

This Terms Sheet has not been registered as a

prospectus with the Monetary Authority of Singapore.

Accordingly, this Terms Sheet and any other

document or material in connection with the offer or

sale, or invitation for subscription or purchase, of the

Green Bonds may not be circulated or distributed,

nor may the Green Bonds be offered or sold, or

caused to be made the subject of an invitation for

subscription or purchase, whether directly or

indirectly, to any person in Singapore other than (i) to

an institutional investor (as defined in Section 4A of

the SFA) pursuant to Section 274 of the SFA, (ii) to a

relevant person (as defined in Section 275(2) of the

SFA) pursuant to Section 275(1) of the SFA, or any

person pursuant to Section 275(1A) of the SFA, and

in accordance with the conditions specified in

Section 275 of the SFA, or (iii) otherwise pursuant to,

and in accordance with the conditions of, any other

applicable provision of the SFA.

Where the Green Bonds are subscribed or purchased

under Section 275 of the SFA by a relevant person

which is:

a) a corporation (which is not an accredited

investor (as defined in Section 4A of the SFA))

the sole business of which is to hold

investments and the entire share capital of

which is owned by one or more individuals,

each of whom is an accredited investor; or

7

Contact Energy 2028 Bonds – Indicative Terms Sheet




b) a trust (where the trustee is not an accredited

investor) whose sole purpose is to hold

investments and each beneficiary of the trust

is an individual who is an accredited investor,

securities or securities-based derivatives contracts

(each term as defined in Section 2(1) of the SFA) of

that corporation or the beneficiaries’ rights and

interest (howsoever described) in that trust shall not

be transferred within six months after that

corporation or that trust has acquired the Green

Bonds pursuant to an offer made under Section 275

of the SFA except:

1) to an institutional investor or to a relevant

person or to any person arising from an offer

referred to in Section 275(1A) or Section

276(4)(c)(ii) of the SFA;

2) where no consideration is or will be given for

the transfer;

3) where the transfer is by operation of law;

4) as specified in Section 276(7) of the SFA; or

5) as specified in Regulation 37A of the Securities

and Futures (Offers of Investments)

(Securities and Securities-based Derivatives

Contracts) Regulations 2018.


Australia

No prospectus or other disclosure document (as

defined in the Corporations Act 2001 of Australia

(Corporations Act)) in relation to the Green Bonds

(including this Terms Sheet) has been, or will be,

lodged with, or registered by, the Australian

Securities and Investments Commission (ASIC) or

any other regulatory authority in Australia. No person

may:

a) make or invite (directly or indirectly) an offer of

the Green Bonds for issue, sale or purchase in,

to or from Australia (including an offer or

invitation which is received by a person in

Australia); and

b) distribute or publish, any Terms Sheet,

information memorandum, prospectus or any

other offering material or advertisement relating

to the Green Bonds in Australia,

unless:

i. the minimum aggregate consideration

payable by each offeree or invitee is at

least A$500,000 (or its equivalent in an

alternative currency and, in either case,

disregarding moneys lent by the offeror or

its associates) or the offer or invitation

otherwise does not require disclosure to

investors in accordance with Part 6D.2 or

Part 7.9 of the Corporations Act;

ii. the offer or invitation is not made to a

person who is a “retail client” within the

meaning of section 761G of the

Corporations Act;

iii. such action complies with all applicable

laws, regulations and directives; and

iv. such action does not require any document

to be lodged with, or registered by, ASIC or

any other regulatory authority in Australia.


By applying for the Green Bonds under this Terms

Sheet, each person to

whom the Green Bonds are

issued (an Investor):

a) will be deemed by Contact and the Joint Lead

Managers to have acknowledged that if any

Investor on-sells the Green Bonds within 12

months from their issue, the Investor will be

required to lodge a prospectus or other

disclosure document (as defined in the

Corporations Act) with ASIC unless either:

i. that sale is to an investor within one of the

categories set out in sections 708(8) or

708(11) of the Corporations Act to whom it

is lawful to offer the Green Bonds in

Australia without a prospectus or other

disclosure document lodged with ASIC; or

ii. the sale offer is received outside Australia;

and

b) will be deemed by Contact and the Joint Lead

Managers to have undertaken not to sell those

Green Bonds in any circumstances other than

those described in paragraphs (a)(i) and (a)(ii)

above for 12 months after the date of issue of

such Green Bonds.

This Terms Sheet is not, and under no circumstances

is to be construed as, an advertisement or public

offering of any Green Bonds in Australia.


United States of America

The Green Bonds have not been and will not be

registered under the Securities Act of 1933, as

amended (Securities Act) and may not be offered or

sold within the United States or to, or for the account

or benefit of, U.S. persons (as defined in Regulation S

under the Securities Act (Regulation S)) except in

accordance with Regulation S or pursuant to an

exemption from, or in a transaction not subject to,

the registration requirements of the Securities Act.

None of Contact, any Joint Lead Manager nor any

person acting on its or their behalf has engaged or

will engage in any directed selling efforts in relation

to the Green Bonds, and each of Contact, any Joint

Lead Manager have complied and will comply with

the offering restrictions requirements of Regulation S

under the Securities Act.


The Green Bonds will not be offered or sold within

the United States or to, or for the account or benefit

of, U.S. persons (i) as part of their distribution at any

time, or (ii) otherwise until 40 days after the

completion of the distribution of all Green Bonds of

the Tranche of which such Green Bonds are part, as

determined and certified by any Joint Lead Manager,

except in accordance with Rule 903 of Regulation S

under the Securities Act. Any Green Bonds sold to

any distributor, dealer or person receiving a selling

concession, fee or other remuneration during the

distribution compliance period require a confirmation

or notice to the purchaser at or prior to the

confirmation of the sale to substantially the following

effect:

8

Contact Energy 2028 Bonds – Indicative Terms Sheet




‘The Green Bonds covered hereby have not been

registered under the United States Securities Act of

1933, as amended (the ‘Securities Act’) or with any

securities regulatory authority of any state or other

jurisdiction of the United States and may not be

offered or sold within the United States, or to or for

the account or benefit of, U.S. persons (as defined in

Regulation S under the Securities Act) (i) as part of

their distribution at any time or (ii) otherwise until 40

days after the later of the commencement of the

offering of the Green Bonds and the closing date

except in either case pursuant to a valid exemption

from registration in accordance with Regulation S

under the Securities Act. Terms used above have the

meaning given to them by Regulation S.’


Until 40 days after the completion of the distribution

of all Green Bonds of the Tranche of which those

Green Bonds are a part, an offer or sale of the Green

Bonds within the United States by any Joint Lead

Manager, or any dealer or other distributor (whether

or not participating in the offering) may violate the

registration requirements of the Securities Act if such

offer or sale is made otherwise than in accordance

with Regulation S.


Hong Kong

No Green Bonds have been offered or sold or will be

or may be offered or sold in Hong Kong, by means of

any document, other than (a) to professional

investors as defined in the Securities and Futures

Ordinance (Cap. 571) of Hong Kong (the SFO) and

any rules made under the SFO; or (b) in other

circumstances which do not result in the document

being a prospectus as defined in the Companies

(Winding Up and Miscellaneous Provisions)

Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O)

or which do not constitute an offer to the public

within the meaning of the C(WUMP)O.

No advertisement, invitation or document relating to

the Green Bonds may be issued or in the possession

of any person or will be issued or be in the

possession of any person in each case for the

purpose of issue, whether in Hong Kong or

elsewhere, which is directed at, or the contents of

which are likely to be accessed or read by, the public

of Hong Kong (except if permitted to do so under the

securities laws of Hong Kong) other than with

respect to the Green Bonds which are or are intended

to be disposed of only to persons outside Hong Kong

or only to ‘professional investors’ as defined in the

SFO and any rules made under the SFO.


Japan

The Green Bonds have not been and will not be

registered in Japan pursuant to Article 4, Paragraph 1

of the Financial Instruments and Exchange Act of

Japan (Act No. 25 of 1948, as amended, the FlEA) in

reliance upon the exemption from the registration

requirements since the offering constitutes the small

number private placement as provided for in “

ha” of

Article 2, Paragraph 3, Item 2 of the FlEA. A Japanese

Person who transfers the Green Bonds shall not

transfer or resell the Green Bonds except where the

transferor transfers or resells all the Green Bonds en

bloc to one transferee. For the purposes of this

paragraph, Japanese Person shall mean any person

resident in Japan, including any corporation or other

entity organised under the

laws of Japan.


Indemnity

By its subscription for the Green Bonds, each

Bondholder agrees to indemnify Contact, the Joint

Lead Managers and the Supervisor and each of their

respective directors, officers and employees for any

loss, cost, liability or expense sustained or incurred by

Contact, the Joint Lead Managers or the Supervisor,

as the case may be, as a result of the breach by that

Bondholder of the selling restrictions set out above.

9

Contact Energy 2028 Bonds – Indicative Terms Sheet






CBI disclaimer


The certification of the Green Bonds as Climate Bonds by the Climate Bonds Initiative is based solely on the

Climate Bonds Standard and does not, and is not intended to, make any representation, warranty, undertaking,

express or implied, or give any assurance with respect to any other matter relating to the Green Bonds, the

Green Borrowing Programme Framework, any other Green Debt Instrument or Green Asset, including but not

limited to this Terms Sheet, the Trust Documents, any transaction documents, Contact or the management of

Contact.


The certification of the Green Bonds as Climate Bonds by the Climate Bonds Initiative was addressed solely to

the board of directors of Contact and is not a recommendation to any person to purchase, hold or sell the Green

Bonds (or any other Green Debt Instruments in the Green Borrowing Programme Framework) and such

certification does not address the market price or suitability of the Green Bonds or the Green Borrowing

Programme Framework for a particular investor. Each potential purchaser of the Green Bonds should determine

for itself the relevance of this certification. Any purchase of Green Bonds should be based upon such

investigation that each potential purchaser deems necessary. The certification also does not address the merits

of the decision by Contact or any third party to participate in the Green Bonds, any other Green Debt

Instruments or any Green Asset and does not express and should not be deemed to be an expression of an

opinion as to Contact or any aspect of the Green Bonds, any other Green Debt Instruments or any Green Asset

(including but not limited to the financial viability of the Green Bonds, any other Green Debt Instruments or any

Green Asset) other than with respect to conformance with the Climate Bonds Standard.


In issuing or monitoring, as applicable, the certification, the Climate Bonds Initiative has assumed and relied

upon and will assume and rely upon the fairness, accuracy, reasonableness and completeness in all material

respects of the information supplied or otherwise made available to the Climate Bonds Initiative. The Climate

Bonds Initiative does not assume or accept any responsibility or liability to any person for independently

verifying (and it has not verified) such information or to undertake (and it has not undertaken) any independent

evaluation of any Green Debt Instruments, Green Asset or Contact. In addition, the Climate Bonds Initiative does

not assume any obligation to conduct (and it has not conducted) any physical inspection of any Green Debt

Instruments or Green Asset. The certification may only be used with the Green Bonds and may not be used for

any other purpose without the Climate Bonds Initiative’s prior written consent.


The certification does not, and is not in any way intended to, address the likelihood of timely payment of interest

when due on the Green Bonds (or any other Green Debt Instruments in the Green Borrowing Programme

Framework) and/or the payment of principal at maturity or any other date.


The certification may be withdrawn at any time in the Climate Bonds Initiative’s sole and absolute discretion and

there can be no assurance that such certification will not be withdrawn.


Joint Lead Manager disclaimer


None of the Joint Lead Managers nor any of their respective directors, officers, employees and agents: (a)

accept any responsibility or liability whatsoever for any loss arising from this term sheet or its contents or

otherwise arising in connection with the offer of Green Bonds; (b) authorised or caused the issue of, or made

any statement in, any part of this term sheet; and (c) make any representation, recommendation or warranty,

express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any

errors or omissions in, any information, statement or opinion contained in this term sheet and accept no liability

(except to the extent such liability is found by a court to arise under the Financial Markets Conduct Act 2013 or

cannot be disclaimed as a matter of law).

This term sheet does not constitute financial advice or a

recommendation from any Joint Lead Manager or any of their respective directors, officers, employees, agents or

advisers to purchase, any Green Bonds. Each Bondholder must make its own independent investigation and

assessment of the financial condition and affairs of the issuer before deciding whether or not to invest in the

Green Bonds.

---

11
Investor presentation

27 September 2022

Contact Energy Limited

Retail Green Bond Offer

Joint Lead Managers:

2
Important Notice

This presentation has been prepared by Contact Energy Limited (Issuer) in relation to the offer of

unsecured, unsubordinated, fixed rate, green bonds (Green Bonds) (Offer) made in reliance upon

the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).

The Offer is an offer of debt securities that have identical rights, privileges, limitations and

conditions (except for the interest rate and maturity date) as the Issuer’s:

•NZ$100,000,000 unsecured, unsubordinated, fixed rate, green bonds (which have a fixed

interest rate of 4.63% per annum) maturing on 15 November 2022, which are currently quoted

on the NZX Debt Market under the ticker code CEN040 (CEN040 Bonds); and

•NZ$100,000,000 unsecured, unsubordinated, fixed rate, green bonds (which have a fixed

interest rate of 3.55% per annum) maturing on 15 August 2024, which are currently quoted on

the NZX Debt Market under ticker code CEN050 (CEN050 Bonds).

The Green Bonds are of the same class as the CEN040 Bonds and CEN050 Bonds (together, the

Existing Bonds) for the purposes of the FMCA and the Financial Markets Conduct Regulations

2014.

The Issuer is also subject to a disclosure obligation that requires it to notify certain material

information to NZX Limited (NZX) for the purposes of that information being made available to

participants in the market and that information can be found at www.nzx.com/companies/CEN

The Existing Bonds are the only debt securities of the Issuer that are currently quoted and in the

same class as the Green Bonds.

Investors should look to the market price of the Existing Bonds to find out how the market

assesses the returns and risk premium for those bonds. When comparing the yield of two debt

securities, it is important to consider all relevant factors (including credit rating, maturity and other

terms of the relevant debt securities.

Disclaimer

To the extent permitted by law, none of the Issuer, Bank of New Zealand (the Arranger), ANZ

Bank New Zealand Limited, Bank of New Zealand, Craigs Investment Partners Limited and

Forsyth Barr Limited (together, the Joint Lead Managers), The New Zealand Guardian Trust

Company Limited (the Supervisor), nor any of their respective directors, officers, employees,

affiliates or agents (a) accept any responsibility or liability whatsoever for any loss arising from this

presentation or its contents, or otherwise arising in connection with the Offer or any person’s

investment in these Green Bonds, and other than the Issuer, (b) authorised or caused the issue

of, or made any statement in, any part of this presentation, (c) make any representation,

recommendation or warranty, express or implied, regarding the origin, validity, accuracy,

reasonableness or completeness of, or any errors or omissions in, any information, statement or

opinion contained in this presentation, or (d) accept any responsibility or obligation in relation to

any matter arising or coming to their attention after the date of this presentation which may affect

any matter referred to in this presentation.

This presentation contains certain 'forward-looking statements' such as indication of, and

guidance on, future earnings and financial position and performance. Such projections and

forward-looking statements are not guarantees or predictions of future performance and involve

known and unknown risks and uncertainties and other factors, many of which are beyond the

control of the Issuer and may involve significant elements of subjective judgement and

assumptions as to future events which may or may not be correct.

Past performance information provided in this presentation is not indicative of future performance

and no guarantee of future returns is implied or given.

Investments in the Green Bonds are an investment in the Issuer and may be affected by the on-

going performance, financial position and solvency of the Issuer.

This presentation is for preliminary information purposes only and is not an offer to sell or the

solicitation of an offer to purchase or subscribe for the Green Bonds and no part of it shall form

the basis of or be relied upon in connection with any contract or commitment whatsoever.

The information in this presentation is given in good faith and has been obtained from sources

believed to be reliable and accurate at the date of preparation, but its accuracy, correctness and

completeness cannot be guaranteed.

Application has been made to NZX for permission to quote the Green Bonds on the NZX Debt

Market and all the requirements of NZX relating thereto that can be complied with on or before the

date of distribution of the Terms Sheet have been duly complied with. However, NZX accepts no

responsibility for any statement in this presentation. NZX is a licensed market operator, and the

NZX Debt Market is a licensed market under the FMCA.

Disclaimer and important information

33
Matthew Forbes

Acting Chief Financial Officer

Contact

Presenters

Will Thomson

Corporate Treasurer

44
Agenda

Electricity Market Overview

Contact Energy Strategy

Financial Performance Update

Capital Structure & Funding

Key Terms and Dates

6-9

10-14

15

16-19

20-23

Offer Highlights

5

55
Offer Highlights

5.5 year

Tenor maturing

11 April 2028

Senior Debt

Sits above capital bonds and equity

BBB

Issue Credit Rating with

S&P

Fixed

Interest rate for duration

of bond for bond holders

Green

Certified with the CBI under Contact’s

Green Borrowing Programmeto

finance renewable generation

$200m

Issuance with up to $50m

oversubscriptions

66
Presented by

Matthew Forbes

Acting Chief Financial Officer

Electricity Market Overview

Contact Energy Strategy

Financial Performance Update

Introduction to Contact

7
New Zealand enjoys a reliable, affordable and

environmentally sustainable electricity system¹

Spot

electricity

pool

Million consumers

2.2

4

Major generators

Competitive

29

Distribution

businesses

National

transmission

grid operator

1

Regulated monopolies

7

Retailers

over 50k connections

(parent company)

15%

13%

33%

19%

Other

13%

Channel

by volume

C&I**

57%

NZAS*

30%

Retail

20%

16%

22%

% by ICP

(parent company)

27%

15%

20%

Source: Forsyth Barr Power Points, Aug2021 -July 2022

Source: EMI, Jun 2021-May 2022

*New Zealand Aluminium Smelter

**Commercial & Industrial

Other

Competitive

Generation

market share

¹According totheInternational Energy Agency (IEA) 2017assessment

88
Contact has played a leading role by developing geothermal resources and reducing thermal generation

New Zealand’s electricity supply is highly renewable

Electricity generation carbon emissions (units of CO2e)

Source: MBIE

Coal

201520052010

Gas

2020

-49%

56

Geothermal

Hydro

Wind

7

21

13

1

Coal

Gas

2

Other

2005

2021

Electricity generation mix comparison 2005 and 2021 (%)

0.60.6

0.5

0.7

1.9

1.8

2.0

1.9

5.6

7.6

6.8

5.8

3.5

0.5

0.9

2.5

Sep

Wind**

DecMarJun

Geothermal**

Mean hydro inflows*

11.6

10.5

10.2

10.9

Flexible thermal

production is required

to complement

5TWh

of seasonal

renewables

firming

per annum

Current national quarterly supply and demand (TWh)

Thermal and

hydro storage

Must-run

renewable

generation

Quarter ending

Geothermal

Other

55

11

Hydro

18

Coal

6

Wind

7

Gas

2

Geothermal

and wind have

displaced

fossil fuels

*Source: NZX hydro, mean inflows1926 to 2021

** Source: MBIE quarterly electricity generation and consumption 2015 to 2021

Source: MBIE

Measured at the station grid entry point

3TWh

per annum

9
Sources: New Zealand's Greenhouse Gas Inventory 1990 2020 snapshot, 2022 Inventory, TeRārangi

HaurehuKati Mahanaa Aotearoa 1990-2020 -He WhakarāpopotoNew Zealand and WhakamanaiTe

Mauri Hiko-Empowering our Energy Future, March 2020, Climate change commission 2021 final

advice

Meaningful reductions in carbon emissions are possible with renewable

electricity displacing carbon intensive fuels

With high renewable penetration, electricity is the solution to reducing carbon emissions, not the problem

Paris agreement target, Mt CO2e

52

16

17

21

Net zero

2050

Gross

emissions

ex. agri

2017

Net

growth

2

Forestry

carbon

capture

Electri-

fication

Other

abatement

required

0

Carbon Reduction Opportunity

Our future energy profile

29

35**

Renewable

electricity as % of

total energy use*

* Based on Consumer Energy use rather than Primary Energy use

** Government emissions reductions plan, released subsequently

targets 50% renewable electricity of total usage

Greenhouse gas emissions by sector

2022

2035

Total

electricity

(TWh)

41

51

To meet this annual emissions reduction,

Transpowerestimates 70% more renewable

generation is required to electrify heat and

decarbonisetransportation. This amounts to

~23TWh p.a

This is the equivalent investment

of around $690m every year for

27.5 years*

>50

2050

58-75

* Based on the cost of the Meridian Harapakiwind farm as per August

2022 NZX announcement ($448m, 542GWh p.a.)

10
Our strategy to lead New Zealand’s

decarbonisation

Enablers

Transformative ways of working:

create a flexible and high-performing

environment for New Zealand’s top talent

Outcomes

Growth

Pivot our business to a new growth era that

captures the value unlocked by decarbonisation

Resilience

Deliver sustainable shareholder returns,

aligned with our ESG commitment

Performance

Realise a step-change in performance, materially

growing EBITDAF through strategic investments

Strategic

theme

Objective

Grow

demand

Attract new industrial demand with

globally competitive renewables

Grow renewable

development

Build renewable generation and

flexibility on the back of new demand

Decarbonise

our portfolio

Lead an orderly transition

to renewables

Create outstanding

customer experiences

Create NZ's leading energy and services brand to

meet more of our customers’ needs

Operational excellence:

continuously improving our operations

through innovation and digitisation

ESG: create long-term value through our strong

performance across a broad set of environmental,

social and governance factors

11
Contact believes it is well positioned to

enableNew Zealand’s decarbonisation

1/ Distinctive capabilities

Deep understanding of energy applications

Unique in-house geothermal capability

Wind capability

Solar jointventure

3/ Leading New Zealand's thermal

generation transition

We have led the economic substitution of almost

3 TWhof thermal generation over the last 15 years

(twice as much as all of our peers combined), while

developing advanced trading capabilities and systems

to manage changes to our commodity risk position

2/ New Zealand’s best renewable development pipeline

Geothermal +2.9TWh

p.a

Under development

+1.8TWh p.a

Medium-term target–

+1.1TWh p.a(net)

Wind

Land access

agreements

signed

Solar target

200MW

Initial target

Low-cost, innovative operations

We have a track record of sustainably reducing

costs across the business, with low cost

geothermal and retail cost-to-serve when

benchmarked

Largest New Zealand electricity brand

Contact is New Zealand’s largest electricity brand,

catering to changing customer needs with a great

customer experience

Future-focused capabilities

Our capabilities will support our growth with

major projects, business development and digital

and analytics skills recently added

100% Subsidiaries

16.5% investment

Partnership

Joint Venture

14.0% investment

12
2017 -2021generationbystationandtype(five-year average)

3,774GWh

1,585GWh

Whereweare

Roxburgh(320MW)

Clyde(432MW)

2,075

1,669

Hydro

TeRapaand

Whirinaki(199MW)

Stratford–Peakers

(210MW)

Stratford–CCGT

(377MW)

TeHuka(28MW)185

Ohaaki(44MW)313

Poihipi(55MW)375

Wairākei(132MW)

1,060

TeMihi(166MW)1,318

~430

Our Assets

GeothermalThermal

TeHuka 3(51MW)

Under construction. Target

online final quarter 2024

8.6TWh

Average

generatedFY17

to FY21

214

351

1,020

3,251GWh

~1,400

Tauhara(168MW)

Under construction Target

online second half 2023

13
Market Leading GoethermalDevelopment

Pipeline

2.8

0.2

0.4

0.3

Te Huka 3

(under construction)

Tauhara

(under construction)

Current Generation

1.4

1.41.1

GeoFutures

(net of Wairakei retirement*)

0.4

0.7

0.3

Tauhara (remaining)

Potential generation

2.83.1

3.3

6.2

+2.9

Geothermal generation potential (TWhp.a)

Geothermal field responses to extraction and

injection will determine the ultimate geothermal

generation potential beyond current consents

Wairakei field

Tauhara field

Ohaakifield

*Expected enthalpy decline at Wairakei is expected to be offset through continuous improvement projects. Generation from the Wairakei

field is dependant on the extension of the consents to continue to operate on the Wairakei geothermal field beyond 2026 from therelevant

consenting authorities. This consenting process is underway.

2021

Potential geothermal development projects

2025

Tauhara

(168MW)

Investment

approved

Under

construction

TeHuka

(51.4MW)

Investment

approved

Under

construction

GeoFutures

(Target 168MW)

Development

option currently

being assessed

Target generation

impact

2022202320242026

>2027

Tauhara

Tauhara

stage 2

(Target

90MW)

Remaining

capacity

TeHuka

GeoFutures

All development options remain subjectto Board investment decisions

and are subject to market conditions

Wairakei

closure

(115MW)

Net addition

In line with core markets and capability

14
Expected low carbon

resource*

Estimated MW (net export to grid)

Estimated plant capacity

factor/ annual generation

Estimated cash costs of generation

2

% of production/injection capacity secured

Total estimated construction

costs

3

Estimated forward capital

expenditure (cash)¹

¹ Excluding capitalised interest as at30 June 2022.

² Includes operating costs, carbon costs and stay-in-business capex (excluding make-up drilling and major mid-life capex replacement).

3

Excludes finance leases and capitalizedinterest (estimated ~$13m). $28m of project costs spent by 30 June 2022.

TeHukaInvestment

TeHuka development key metrics

~$20/MWh

~$272m

0.03T of C02e/MWh

*(Gas CCGT ~15x more, Gas Peaker ~18x more)

51.4MW

95% / ~430GWh p.a.

~100% / ~100%

$300m

($5.8m/MW)

Contact is investing to deliver renewable energy

1515
Operating earnings (EBITDAF)

Financial Performance

Operating free cash flow ($m)

Average operating cash flow for the preceding four financial years

Dividend policy range: 80-100% of average operating free cash flow

for the preceding four years

325

FY18FY19

247

324

322

258

259

260

FY20

309

88%

FY21

326

261

266

84%

FY22

332

83%

FY23

301341290

371

➢Annual operating

free cash flow

100%

Dividend level

as a % of preceeding

4yr operating fcf

80%

325

481

518

446

553

537

550

FY18

480

FY19FY23FY20FY22FY21

480480480

520

High quality, long-life generation assets support strong operating cash flow

EBITDAFActuals

Normalised and expected

mean year EBITDAF at the start of the FY

1616
Capital Structure & Funding

Presented by

Will Thomson

Corporate Treasurer

Funding

1717
Funding Portfolio

Balanced debt portfolio with diverse

sources of funding; comprising bank

debt, domestic bonds and USPP

All bank facilities have been

converted to sustainability linked

loans, and all debt is certified green

The average debt maturity profile

(inclusive of the new issuance) is

6.7 years as at31 August 2022

Offer proceeds will be used to

effectively fund the repayment of the

maturing $100m domestic green

retail bonds and fund ongoing

geothermal development

0

50

100

150

200

250

300

350

400

FY27

$m

FY24FY23FY26FY25FY28FY29FY52

Capital BondBank FacilitiesDomestic BondsUSPPNexi*

Funding maturity profile

(at 31 August 2022, including new retail Green Bonds)

15%

28%

37%

17%

3%

Domestic Bonds

Capital Bonds

USPP

Nexi*

Bank Facilities

Sources of funding

(at 31 August 2022)

*Nexi–Export Credit Agency

Maturity profile shows all committed debt as opposed to all drawn debt

and assumesa new retail green bond issue of $200m

1818
•Provides benefits in terms of access to multiple funding markets & delivers

attractive pricing and terms for debt issuances

•S&P’s key financial metrics for BBB is a Net Debt/EBITDAF ratio targeting

2.8x over the medium-term

•Most recently reaffirmed by S&P in April 2022

Capital Structure

Capital Employed ($m) & Gearing* (%)

2,727

2,782

2,621

2,927

2,840

1,482

1,049

1,154

706

931

35

28

31

2323

FY18

4,209

FY19FY21FY20

3,775

FY22

3,831

3,633

3,771

EquityGearingNet Debt

3.1

2.3

2.4

1.2

1.5

FY18FY19FY21FY20FY22

Spot year end Net debt to EBITDAF (x)

*Gearing ratio is calculated as: Senior debt + Finance lease liabilities/(Senior debt + Finance lease liabilities + Equity) at

30 June of the year

Contact continues to target a BBB credit rating

1919
Green Borrowing Programme

2020
Key Terms and Dates

2121
Key Terms

IssuerContact Energy Limited.

DescriptionUnsecured, unsubordinated, fixed rate, interest bearing debt obligations of Contact.

Issue Amount Up to NZ$200,000,000 (with the ability to accept oversubscriptions of up to NZ$50,000,000 at Contact’s discretion.

Tenor5.5 years maturing Tuesday, 11 April 2028.

Interest Rate

The Interest Rate will be set on the Rate Set Date as being equal to the Base Rate plus the Issue Margin, subject to a

minimum Interest Rate of 5.45% per annum.

Indicative Margin1.30 to 1.45 % per annum.

Interest PaymentsQuarterly in arrear in equal payments.

Credit Ratings

Issuer Credit Rating: BBB (stable outlook) (S&P Global Ratings).

Issue Credit Rating: BBB (S&P Global Ratings).

Minimum Application

Amount

NZ$5,000 with multiples of NZ$1,000 thereafter.

Quotation

Application has been made to NZX for permission to quote the Green Bonds on the NZX Debt Market and all the requirements

of NZX relating thereto that can be complied with on or before the distribution of this Terms Sheet have been duly complied

with. However, NZX accepts no responsibility for any statement in this Terms Sheet. NZX is a licensed market operator, and

the NZX Debt Market is a licensed market under the FMCA.

NZX Debt Market

Ticker Code

CEN070.

2222
Key Terms

Purpose

The proceeds from the issue of the Green Bonds will be used by Contact for the financing and refinancing of renewable

generation and other eligible green assets in accordance with the terms of the Green Borrowing Programme Framework.

GuarantorsNone.

Ranking

The Green Bonds rank equally and without preference among themselves and equally with all other outstanding unsecured

and unsubordinated indebtedness of Contact, except indebtedness preferred by law.

Financial Covenant

The ratio of consolidated unsubordinated group debt to consolidated unsubordinated group debt plus shareholders’ funds (all

as described in the Negative Pledge) must not exceed 60%.

No Event of Default

Failure by Contact to:

1.allocate the proceeds of the Green Bonds as described in the Green Borrowing ProgrammeFramework;

2.meet the Climate Bonds Standard, Green Bond Principles or the Green Borrowing ProgrammeFramework in respect of

the Green Bonds;

3.maintain CBI certification of the Green Bonds or other Green Debt Instruments;

4.comply with any environmental laws and standards in respect of the Green Assets or otherwise;

5.receive further assurance from CBI;

6.comply with the Green Borrowing ProgrammeFramework (including updating its website in respect of the Green Bonds);

7.notify Bondholders that the Green Bonds cease to comply with the Green Borrowing ProgrammeFramework, the Green

Bond Principles or Climate Bonds Standard; or

8.in any other way ensure that the Green Bonds retain their green attributes,

is not an Event of Default or other default or breach of any obligation under the Trust Documents and does not have the result of

requiring, or permitting Bondholders or Contact to require, the Green Bonds to be repaid early. Contact may, depending on the

exact circumstances, provide the market with an update in relation to the ongoing status of the Green Bonds as green bonds.

2323
Key Dates

2022

Tuesday, 27 September

Offer opens

Indicative pricing and terms sheet released

Friday, 30 September

Closing Date (11am)

Rate Set Date

Tuesday, 11 OctoberIssue Date

Wednesday, 12 OctoberExpected Quotation Date

2023Wednesday, 11 JanuaryFirst Interest Payment Date

2028Tuesday, 11 AprilMaturity Date

Thank you

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.

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