Contact sets interest rate for its Green Bond offer

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

Friday, 30 September 2022
Contact sets interest rate for its Green Bond offer
Contact Energy Limited (Contact) has today announced that it has set the interest rate for
its offer of 5.5-year fixed rate, unsecured, unsubordinated green bonds (Green Bonds).
The interest rate for the Green Bonds has been set at 5.82% per annum. This reflects an
issue margin of 1.30% per annum plus the Base Rate of 4.52% per annum.
The Green Bonds will be issued on Tuesday, 11 October 2022 and will mature on Tuesday,
11 April 2028.
The Green Bonds will be quoted on the NZX Debt Market under the ticker code CEN070 on
Wednesday, 12 October 2022.
A copy of the final terms sheet has been provided to NZX with this announcement.
For further details investors can contact one of the Joint Lead Managers (listed below) or
their usual financial adviser.

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-
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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Final Terms Sheet
Fixed Rate Green Bonds





30 September 2022

1




Final Terms Sheet

30 September 2022
This terms sheet (Terms Sheet) sets out the key
terms of the offer by Contact Energy Limited
(Contact or Issuer) of NZ$250,000,000 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


Level 2, 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 30, PwC
Tower
15 Custom Street
West
Auckland 1010

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Contact Energy 2028 Bonds – Final 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 NZ$250,000,000.
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.
Issue Margin 1.30% per annum.
Interest Rate 5.82% per annum.
The Interest Rate has been set at the higher of:
- the sum of the Base Rate plus the Issue Margin on the Rate Set Date
(following the bookbuild process); and
- the minimum Interest Rate of 5.45% per annum (as announced by Contact
via NZX on 27 September 2022).
The Base Rate on the Rate Set Date was 4.52% per annum and the Issue

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Contact Energy 2028 Bonds – Final Terms Sheet



Margin was determined by Contact in consultation with the Joint Lead
Managers as 1.30% per annum. Accordingly, the sum of the Base Rate and the
Issue Margin on the Rate Set Date (being 5.82% per annum) applies to the
Green Bonds.
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

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Contact Energy 2028 Bonds – Final Terms Sheet



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
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.

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Contact Energy 2028 Bonds – Final Terms Sheet



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

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.

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Contact Energy 2028 Bonds – Final 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

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Contact Energy 2028 Bonds – Final 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:

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Contact Energy 2028 Bonds – Final 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.

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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.