Meridian Energy launches retail Green Bond offer

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287-2 9 3 D u r h a m S t r e e t N o r t h , C h r i s t c h u r c h 8 0 1 3

m e r i d i a n e n e r g y . c o . n z
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Meridian Energy launches retail Green Bond offer
6 March 2023
Meridian Energy Limited (
Meridian
) confirmed today that it is offering up to $150 million (with the
ability to accept oversubscriptions of up to an additional $50 million at Meridian’s discretion) of 5.5
year unsecured, unsubordinated, fixed rate green bonds (
Green Bonds
) to institutional 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 Thursday, 9 March 2023 and the Green Bonds are expected to be quoted on the
NZX Debt Market.
Meridian has an Issuer Credit Rating from S&P Global Ratings of BBB+ (stable outlook). The Green
Bonds are expected to be assigned an Issue Credit Rating of BBB+.
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 5.70% per annum.
The indicative Issue Margin range for the Green Bonds is 1.10% to 1.20% per annum. An
announcement of the actual Issue Margin (which may be within, above or below the indicative Issue
Margin range) and Interest Rate is expected to be made via NZX on Thursday, 9 March 2023
following a bookbuild process.
Meridian’s existing $150 million (MEL030) bonds mature on 14 March 2023. The Issue Date for the
Green Bonds is expected to be Monday, 20 March 2023. Investors in the Green Bonds who own
MEL030 bonds are expected to receive the proceeds from the maturity of those bonds before the
expected Issue Date for the Green Bonds.
There is no public pool for the offer, with all of the Green Bonds to be reserved for clients of the Joint
Lead Managers, other primary market participants and institutional investors.
Details of the offer are contained in the indicative terms sheet. The indicative terms sheet is available
at www.meridianenergy.co.nz/about-us/investors/reports/retail-bond-documents 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.
Joint Lead Managers:
ANZ Bank New Zealand Limited: 0800 269 476
Bank of New Zealand: 0800 284 017
Craigs Investment Partners Limited: 0800 226 263
Forsyth Barr Limited: 0800 367 227

m e r i d i a n e n e r g y . c o . n z
PG 2

ENDS
Neal Barclay
Chief Executive Officer
Meridian Energy Limited

For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Rheilli Uluilelata
External Communications Manager
022 589 1052

---

Indicative
Terms Sheet
Fixed Rate
Green Bonds
6 March 2023
Maturing 20 September 2028
Joint Lead Managers

Indicative Terms Sheet
6 March 2023
This Indicative Terms Sheet sets out
the key terms of the offer (“Offer”) by
Meridian Energy Limited (“Meridian”)
of up to $150,000,000 (with the ability
to accept oversubscriptions of up to an
additional $50,000,000 at Meridian’s
discretion) of fixed rate green bonds
maturing on 20 September 2028
(“Green Bonds”) under its master
trust deed dated 1 December 2008
(as amended from time to time)
(“Trust Deed”) as modified and
supplemented by the supplemental
trust deed dated 6 March 2023
(together, “Trust Documents”) entered
into between Meridian and Trustees
Executors Limited (“Supervisor”).
Unless the context otherwise requires,
capitalised terms used in this Indicative
Terms Sheet have the same meaning
given to them in the Trust Documents.
Important notice
The Offer of debt securities by
Meridian 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 Indicative
Terms Sheet is an offer of bonds
that have identical rights, privileges,
limitations and conditions (except for
the interest rate and maturity date) as:
• Meridian’s green bonds maturing
on 14 March 2023, which have a
fixed interest rate of 4.53% per
annum and are currently quoted
on the NZX Debt Market under the
ticker code MEL030;
• Meridian’s green bonds maturing
on 20 March 2024, which have
a fixed interest rate of 4.88% per
annum and are currently quoted
on the NZX Debt Market under the
ticker code MEL040; and
• Meridian’s green bonds maturing
on 27 June 2025, which have a
fixed interest rate of 4.21% per
annum and are currently quoted
on the NZX Debt Market under the
ticker code MEL050,
(together the “Existing Bonds”).
Accordingly, the Green Bonds are
the same class as the Existing Bonds
for the purposes of the FMCA and
the Financial Markets Conduct
Regulations 2014.
Meridian 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/MEL.
The Existing Bonds are the only debt
securities of Meridian 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.
MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds.2

Key terms of the Green Bonds
Issuer
The Green Bonds are 5.5 year, uns ecured, uns ubor dinated, fixed rate inter est bearing debt
obligations of Mer idian.
Green
Debt
CBI

Use of proceeds
Green Assets
•
•
B BB+





3

Base RateThe mid-market rate for an NZD 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 Meridian, according to market convention, with reference to Bloomberg page “ICNZ4”
(or any successor page) on the Rate Set Date and rounded to 2 decimal places, if necessary,
with 0.005 being rounded up.
Interest PaymentsInterest will be payable semi-annually in arrear in equal amounts on 20 March and
20 September of each year up to and including the Maturity Date. The First Interest
Payment Date will be 20 September 2023.
If an Interest Payment Date is not a Business Day, the due date for the payment to be made
on that date will be the next following Business Day and no adjustment will be made to the
amount payable as a result of the delay in payment.
Record Date5.00pm on the tenth calendar day before the due date for that payment or, if that day is not a
Business Day, the preceding Business Day or such other date as is advised by the Registrar to
Holders from time to time.
Issue Price$1.00 per Green Bond.
Minimum applicationThe minimum application is $5,000, with multiples of $1,000 thereafter.
Early repaymentThe Holders of the Green Bonds have no right to require Meridian 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). If the Green Bonds are repaid early following an Event of Default,
interest will be payable up to (but excluding) the date of repayment.
Meridian does not have the right to redeem the Green Bonds early.
Further indebtednessMeridian may, without the consent of the Holders of the Green Bonds, issue additional securities
or other debt obligations on such other terms and conditions as Meridian may think fit.
Guarantee structureAs detailed below in paragraph (d) under “Financial covenants”, Meridian is required under
the Trust Documents to ensure that at all times the Total Tangible Assets of the Guaranteeing
Group will not be less than 80% of Total Tangible Assets of Meridian and all of its subsidiaries
and associates.
As at the date of this Indicative Terms Sheet, the only Guaranteeing Group Member is
Meridian. This means that Meridian is solely responsible for its obligations in relation to the
Green Bonds unless a subsidiary of Meridian becomes a Guaranteeing Group Member.
Financial covenantsThe Trust Documents contain the following financial covenants:
a. the ratio of EBITDA of Meridian and all of its subsidiaries and associates (the “Group”)
to Interest and Financing Costs of the Group must not be less than 2.5 to 1.0 (tested
semi-annually by reference to any two of the three previous 12 month periods);
b. at all times Debt will not be more than 55% of Debt plus Equity;
c. at all times Equity will not be less than $1,250,000,000; and
d. at all times the Total Tangible Assets of the Guaranteeing Group will not be less than 80%
of Total Tangible Assets of the Group.
Negative pledgeThe Trust Deed contains a negative pledge which provides that no Guaranteeing Group
Member will create or permit to arise or subsist any Security Interest over its assets except
under certain limited exceptions set out in the Trust Deed.
MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds.4

Alignment with
Green Bond Principles
and Climate Bonds
Standard
Meridian has developed and adopted the Green Finance Framework to ensure that, as at the
date of this Indicative Terms Sheet, its processes for identifying Green Assets and managing
the use of the proceeds of the Green Bonds are consistent with the Green Bond Principles
2021 (as amended from time to time) (the “Green Bond Principles”) as published by the
International Capital Market Association and the Climate Bonds Standard, currently version
3.0 (as amended from time to time) (the “Climate Bonds Standard”), implemented by the CBI.
Meridian’s Green Finance Framework has been structured to include a dedicated pool of
eligible wind projects and assets which are certified under the Climate Bonds Standard
(“Wind Pool”) and a separate pool of hydropower projects and assets aligned to the Green
Bond Principles and Green Loan Principles (“Hydro Pool”). Proceeds of the Green Bonds
will be allocated against Green Assets from the Wind Pool. The Green Finance Framework
together with the registers of Wind Pool assets, Hydro Pool assets and green instruments
is referred to as Meridian’s Green Finance Programme.
In relation to the Wind Pool, Meridian has received:
a. a certification from CBI confirming that the Green Finance Programme has met the
criteria for certification by the Climate Bonds Standard Board dated 11 August 2020;
b. a limited assurance opinion from DNV Business Assurance Australia Pty. Ltd (“DNV”)
on the compliance of the Green Finance Programme with the Climate Bonds Standard
as at 30 June 2022; and
c. a second party opinion from DNV on the alignment of the current Green Finance
Framework with the Green Bond Principles and Green Loan Principles dated 20 February
2023 (which also relates to the Hydro Pool).
In relation to this Offer of Green Bonds, Meridian has received a pre-issuance certification
from CBI.
Meridian intends to seek further external reviews annually.
Copies of the CBI certifications and the latest DNV Second Party Opinion or Assurance
Opinion (which details the assurance procedures and standards followed) can be found at
www.meridianenergy.co.nz/about-us/investors/reports/green-finance.
No Event of Default in
relation to the Green
Finance Framework or
Green Bond Principles
or Climate Bonds
Standard
If:
1. Meridian fails to allocate the proceeds of the Green Bonds as described in this
Indicative Terms Sheet and the Green Finance Framework;
2. Meridian fails to ensure that the aggregate book value of its Green Assets (as
contemplated in the Green Finance Framework) is at least equal to the original
principal amount of the respective green debt at the time of issuance (including
the Green Bonds issued under the Offer);
3. Meridian fails to comply with the Green Finance Framework in any other way;
4. the Green Bonds cease to satisfy the Green Bond Principles or the Climate Bonds
Standard (including, without limitation, as a result of an amendment to the Green
Bond Principles or Climate Bonds Standard); or
5. Meridian fails to notify the Holders of the Green Bonds that the Green Bonds cease
to comply with the Green Finance Framework, the Green Bond Principles or Climate
Bonds Standard,
then, although it is possible that the Green Bonds may lose their green classification:
• no Event of Default will occur under the Trust Deed in relation to the Green Bonds; and
• neither the Holders of the Green Bonds nor Meridian will have any right for the Green
Bonds to be repaid early as a result of any such event or circumstance.
MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds.5

How to apply
for Green Bonds
All of the Green Bonds, including oversubscriptions, are 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 offer. Accordingly, retail investors should contact a
Joint Lead Manager, their financial adviser 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/services/market-participants/find-a-participant.
In respect of oversubscriptions or generally, any allotment of Green Bonds will be at
Meridian’s discretion, in consultation with the Joint Lead Managers. Meridian reserves the
right to refuse all or any part of an application without giving any reason.
Each investor’s financial adviser 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.
ISINNZMELDT096C0
TransfersHolders are entitled to sell or transfer their Green Bonds at any time subject to the terms of
the Trust Documents and applicable securities laws and regulations. Meridian may decline to
register a transfer of Green Bonds for the reasons set out in the Trust Documents.
The minimum amount of Green Bonds a Holder can transfer is $1,000 and in integral multiples
of $1,000 thereafter. No transfer of Green Bonds or any part of a Holder’s interest in a Green
Bond will be registered if the transfer would result in the transferor or the transferee holding or
continuing to hold Green Bonds with an aggregate principal amount of less than the minimum
holding of $5,000 (other than zero).
Repo-eligibility
Meridian intends to apply to the Reserve Bank of New Zealand for the Green Bonds to be
included as eligible securities for domestic market operations.
NZX quotationMeridian will take any necessary steps to ensure that the Green Bonds are, immediately after
issue, quoted on the NZX Debt Market. 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 Indicative Terms Sheet
have been duly complied with. However, NZX accepts no responsibility for any statement in
this Indicative 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
MEL060.
BrokerageYou are not required to pay brokerage or any other fees or charges to Meridian to purchase
the Green Bonds. However, you may have to pay brokerage to the firm from whom you
receive an allocation of Green Bonds. Please contact your financial adviser for further
information on any brokerage fees.
Selling restrictionsThe selling restrictions set out in the schedule to this Indicative Terms Sheet apply.
Joint Arrangers ANZ Bank New Zealand Limited (“ANZ”) and Craigs Investment Partners Limited (“Craigs”).
Green Bond Co-ordinatorANZ.
Joint Lead ManagersANZ, Bank of New Zealand, Craigs and Forsyth Barr Limited.
SupervisorTrustees Executors Limited.
RegistrarComputershare Investor Services Limited.
Governing LawNew Zealand.
MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds.6

Important dates:
Opening DateMonday, 6 March 2023
Closing Date11.00am, Thursday, 9 March 2023
Rate Set DateThursday, 9 March 2023
Issue Date and
Allotment Date
Monday, 20 March 2023
Expected date of initial
quotation and trading
on NZX Debt Market
Tuesday, 21 March 2023
Term/Maturity Date5.5 years, maturing Wednesday, 20 September 2028
The dates set out in this Indicative Terms Sheet are indicative only and are subject to change. Meridian has the right in its
absolute discretion and without notice to close the Offer early, to accept late applications, to extend the Closing Date or to
choose not to proceed with the Offer. If the Closing Date is extended, subsequent dates may be extended accordingly.
Copies of the Trust Documents are available at Meridian’s website at www.meridianenergy.co.nz/about-us/investors/
reports/master-trust-deed and www.meridianenergy.co.nz/about-us/investors/reports/retail-bond-documents.
Any internet site addresses provided in this Indicative 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
Indicative Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you
should consult your tax adviser in relation to your specific circumstances. Investors will also be personally responsible for
ensuring compliance with relevant laws and regulations applicable to them (including any required registrations).
For further information regarding Meridian, visit www.nzx.com/companies/MEL.
MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds.7

Contact details
Issuer
Meridian Energy Limited
287-293 Durham Street
Christchurch 8140
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Joint Arranger,
Green Bond Co-ordinator
and Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
Joint Arranger and
Joint Lead Manager
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
Joint Lead Manager
Bank of New Zealand
Level 6, Deloitte Centre
80 Queen Street
Auckland 1010
Joint Lead Manager
Forsyth Barr Limited
Level 22, NTT Tower
157 Lambton Quay
Wellington 6011
Supervisor
Trustees Executors Limited
Level 7, 51 Shortland Street
PO Box 4197
Shortland Street
Auckland 1140
Legal advisers
to Meridian
Russell McVeagh
Level 24, NTT Tower
157 Lambton Quay
Wellington 6011
MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds.8

Joint Arrangers, Green
Bond Co-ordinator, Joint
Lead Managers and
Supervisor Disclaimer
The Joint Arrangers, Green Bond
Co-ordinator, the Joint Lead
Managers and the Supervisor and
their respective directors, officers,
employees and agents:
a. have not authorised or caused
the issue of, or made any
statement in, any part of this
Indicative Terms Sheet;
b. do not 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 Indicative
Terms Sheet; and
c. to the extent permitted by law,
do not accept any responsibility
or liability for this Indicative Terms
Sheet or for any loss arising from
this Indicative Terms Sheet or its
contents or otherwise arising in
connection with the Offer of
Green Bonds.
This Indicative Terms Sheet does
not constitute financial advice or
a recommendation from any
Joint Arranger, the Green Bond
Co-ordinator, the Supervisor, or
any Joint Lead Manager or any of
their respective directors, officers,
employees, agents or advisers to
purchase any Green Bonds.
You must make your own independent
investigation and assessment of the
financial condition and affairs of
Meridian before deciding whether or
not to invest in the Green Bonds.
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 Finance
Framework, any other Green Debt
instrument or Green Asset, including
but not limited to this Indicative Terms
Sheet, the Trust Documents, any
transaction documents, Meridian or
the management of Meridian.
The certification of the Green Bonds
as Climate Bonds by the Climate
Bonds Initiative was addressed solely
to the board of directors of Meridian
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 Finance Framework) and
such certification does not address
the market price or suitability of the
Green Bonds or the Green Finance
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 Meridian 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 Meridian 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
Meridian. 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 Finance 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.
MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds.9

Schedule – selling restrictions
Part A –
initial selling restrictions
The Green Bonds may only be offered
in New Zealand in conformity with
all applicable laws and regulations in
New Zealand. In respect of the initial
offer of Green Bonds by Meridian
under this Indicative Terms Sheet
(“Initial Offer”), no Green Bonds may
be offered in any other country or
jurisdiction except in conformity with
all applicable laws and regulations of
that country or jurisdiction and the
selling restrictions set out below in
this Part A. This Indicative 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 set out below in this Part A.
For the avoidance of doubt, the selling
restrictions set out below in this Part A
apply only in respect of the Initial Offer.
No action has been or will be taken
by Meridian which would permit an
offer of Green Bonds to the public,
or possession or distribution of any
offering material, in any country or
jurisdiction where action for that
purpose is required (other than
New Zealand).
By purchasing the Green Bonds, each
Holder agrees to indemnify Meridian,
the Supervisor, each Joint Arranger, the
Green Bond Co-ordinator and each
Joint Lead Manager (“Indemnified
Person”) in respect of any loss, cost,
liability or expense sustained or
incurred by an Indemnified Person
as a result of the breach by the Holder
of the selling restrictions.
Relevant Member States of
the European Economic Area
This Indicative Terms Sheet is not
a prospectus for the purposes of
the European Union’s Regulation
(EU) 2017/1129 (as amended, the
“EU Prospectus Regulation”). This
Indicative Terms Sheet has been
prepared on the basis that any offer
of Green Bonds in any Member State
of the European Economic Area
(the “EEA”) will only be made to a legal
entity which is a qualified investor
under the EU Prospectus Regulation
(an “EU Qualified Investor”) or
pursuant to such other exemptions
from the Prospectus Regulation as set
forth below. Accordingly, any person
making or intending to make an offer
in that Member State of the EEA of
Green Bonds which are the subject
of an offering contemplated in this
Indicative Terms Sheet may only do so
with respect to EU Qualified Investors
or pursuant to such other exemptions.
Neither Meridian nor any of the
agents have authorized, nor do they
authorize, the making of any offer of
Green Bonds in any Member State
of the EEA other than to EU Qualified
Investors or pursuant to such other
exemptions.
IMPORTANT – EEA RETAIL INVESTORS
The Green Bonds are not intended
to be offered, sold or otherwise
made available to and should not
be offered, sold or otherwise made
available to any EEA Retail Investor in
the EEA. For these purposes, an “EEA
Retail Investor” means a person who
is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended,
“MiFID II”); (ii) a customer within the
meaning of Directive (EU) 2016/97 (as
amended, the “Insurance Distribution
Directive”), where that customer
would not qualify as a professional
client as defined in point (10) of Article
4(1) of MiFID II; or (iii) a legal entity
that is not an EU Qualified Investor.
Consequently, no key information
document required by Regulation
(EU) No 1286/2014 (as amended,
the “EEA PRIIPs Regulation”) for
offering or selling the Green Bonds
or otherwise making them available
to EEA Retail Investors in the EEA
has been prepared and therefore
offering or selling the Green Bonds
or otherwise making them available
to any EEA Retail Investors in the EEA
may be unlawful under the EEA PRIIPs
Regulation.
Each Joint Lead Manager has
represented and agreed that it
has not offered, sold or otherwise
made available and will not offer,
sell or otherwise make available any
Green Bonds which are the subject
of the offering contemplated by this
Indicative Terms Sheet to any retail
investor in the EEA. For the purposes
of this provision:
a. the expression “retail investor”
means a person who is one (or
more) of the following:
i. a retail client as defined in point
(11) of Article 4(1) of MiFID II; or
ii. a customer within the meaning
of the Insurance Distribution
Directive, where that customer
would not qualify as a professional
client as defined in point (10) of
Article 4(1) of MiFID II; or
iii. not a qualified investor as
defined in Regulation (EU)
2017/1129; and
b. the expression an “offer” includes
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.
United Kingdom
This Indicative Terms Sheet is not a
prospectus for the purposes of the
UK Prospectus Regulation (as defined
below). This Indicative Terms Sheet
has been prepared on the basis
that any offer of Green Bonds in the
United Kingdom will only be made
to a legal entity which is a qualified
investor under the UK Prospectus
Regulation (a “UK Qualified Investor”)
or pursuant to such other exemptions
from the UK Prospectus Regulation
as set forth below. Accordingly, any
person making or intending to make
an offer in the United Kingdom of
Green Bonds which are the subject
of an offering contemplated in this
Indicative Terms Sheet may only do so
with respect to UK Qualified Investors
or pursuant to such other exemptions.
Neither Meridian nor any of the
agents have authorized, nor do they
authorize, the making of any offer of
MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds.10

Green Bonds in the United Kingdom
other than to UK Qualified Investors
or pursuant to such other exemptions.
For the purposes of this Indicative
Terms Sheet, the “UK Prospectus
Regulation” means the EU Prospectus
Regulation as it forms part of domestic
law of the United Kingdom by virtue of
the European Union (Withdrawal) Act
2018 (as amended, the “EUWA”).
IMPORTANT – UK RETAIL INVESTORS
The Green Bonds are not intended
to be offered, sold or otherwise
made available to and should not
be offered, sold or otherwise made
available to any UK Retail Investor
in the United Kingdom. For these
purposes, a “UK Retail Investor”
means a person who is one (or more)
of: (i) a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic
law in the United Kingdom by virtue
of the EUWA; (ii) a customer within
the meaning of the provisions of the
Financial Services and Markets Act
2000 (the “FSMA”) and any rules or
regulations made under the FSMA to
implement the Insurance Distribution
Directive, where that customer would
not qualify as a professional client,
as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as
it forms part of domestic law in the
United Kingdom by virtue of the
EUWA; or (iii) a legal entity that is not
a UK Qualified Investor. Consequently,
no key information document required
by the EEA PRIIPs Regulation as it forms
part of domestic law in the United
Kingdom by virtue of the EUWA (the
“UK PRIIPs Regulation”) for offering or
selling any Green Bonds or otherwise
making them available to UK Retail
Investors in the United Kingdom
has been prepared and therefore
offering or selling any Green Bonds
or otherwise making them available
to any UK Retail Investor in the United
Kingdom may be unlawful under the
UK PRIIPs Regulation.
Each Joint Lead Manager has
represented and agreed that it
has not offered, sold or otherwise
made available and will not offer,
sell or otherwise make available any
Green Bonds which are the subject
of the offering contemplated by this
Indicative Terms Sheet in relation
thereto to any retail investor in the
United Kingdom. For the purposes of
this provision:
a. the expression “retail investor”
means a person who is one (or
more) of the following:
i. a retail client as defined in point
(8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of
domestic law by virtue of the
EUWA; or
ii. a customer within the meaning
of the provisions of the FSMA
and any rules or regulations
made under the FSMA to
implement the Insurance
Distribution Directive, where
that customer would not qualify
as a professional client as
defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014
as it forms part of domestic law
by virtue of the EUWA; or
iii. not a qualified investor as
defined in Article 2 of the UK
Prospectus Regulation; and
b. the expression an “offer” includes
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.
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 Meridian.
All applicable provisions of the
FSMA with respect to anything done
in relation to the Green Bonds in,
from or otherwise involving the
United Kingdom have been and
will be complied with.
Japan
The Green Bonds have not been,
and will not be registered, under the
Financial Instruments and Exchange
Act of Japan (Act No. 25 of 1948, as
amended) (the “FIEA”). The Green
Bonds have not been offered or
sold and will not be offered or sold,
directly or indirectly, in Japan or to
or for the account or benefit of any
resident of Japan (as defined under
Item 5, Paragraph 1, Article 6 of the
Foreign Exchange and Foreign Trade
Act (Act No. 228 of 1949, as amended),
or to, or for the account or benefit
of, others for reoffering or resale,
directly or indirectly, in Japan or to,
or for the account or benefit of, any
resident of Japan, except (i) pursuant
to an exemption from the registration
requirements of, and otherwise in
compliance with, the FIEA and (ii) in
compliance with any other applicable
requirements of Japanese law,
regulations and ministerial guidelines.
Singapore
Notification under Section 309B(1)(c)
of the Securities and Futures Act 2001
(2020 Revised Edition) of Singapore,
as modified or amended from time
to time (the “SFA”) - In connection
with Section 309B of the SFA and
the Securities and Futures (Capital
Markets Products) Regulations 2018
of Singapore (the “CMP Regulations
2018”), Meridian has determined the
classification of the Green Bonds as
prescribed capital markets products
(as defined in the CMP Regulations
2018) and Excluded Investment
Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice
FAA-N16: Notice on Recommendations
on Investment Products).
This Indicative Terms Sheet has not
been registered as a prospectus with
the Monetary Authority of Singapore.
Accordingly, this Indicative 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 be made the subject of an
invitation for subscription or purchase,
whether directly or indirectly, to any
person in Singapore other than (a) to
an institutional investor (as defined
in Section 4A of the SFA) pursuant to
MERIDIAN ENERGY LIMITEDi Indicative Terms Sheet Fixed Rate Green Bonds.11

Section 274 of the SFA, (b) 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 (c) 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
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 of
Singapore.
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 (“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 (“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.
Australia
No prospectus or other disclosure
document (as defined in the
Corporations Act 2001 of Australia
(“Corporations Act”)) in relation to
the Green Bonds has been, or will be,
lodged with 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 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 ASIC
or any other regulatory authority
in Australia.
Part B –
general 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. No offering
document or other offering material
in respect of the Green Bonds may
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. No action has been or
will be taken by Meridian which would
permit an offer of Green Bonds to the
public, or possession or distribution of
any offering material, in any country
or jurisdiction where action for that
purpose is required (other than
New Zealand).
By purchasing the Green Bonds, each
Holder is deemed to have indemnified
Meridian in respect of any loss, cost,
liability or expense sustained or incurred
by Meridian as a result of the breach
by the Holder of the selling restrictions
contained in the above paragraph.
MERIDIAN ENERGY LIMITEDi Indicative Terms Sheet Fixed Rate Green Bonds.12

---

Release






M e r i d i a n E n e r g y L i m i t e d ( A R B N 1 5 1 8 0 0 3 9 6 ) A c o m p a n y i n c o r p o r a t e d i n N e w Z e a l a n d
287-2 9 3 D u r h a m S t r e e t N o r t h , C h r i s t c h u r c h 8 0 1 3
m e r i d i a n e n e r g y . c o . n z
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Notice pursuant to clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014
6 March 2023
Meridian Energy Limited ("
Meridian
") gives notice under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014 ("
Regulations
") that it proposes to make an offer for the
issue of fixed rate green bonds due 20 September 2028 ("
New 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 New Bonds are set out in the Indicative Terms Sheet released via
the NZX. Except for the interest rate and maturity date, the New Bonds will have identical rights,
privileges, limitations and conditions as:
•
Meridian’s fixed rate green bonds maturing on 14 March 2023 which are quoted on the NZX
Debt Market under the ticker code MEL030;
•
Meridian’s fixed rate bonds maturing on 20 March 2024 which are quoted on the NZX Debt
Market under the ticker code MEL040; and
•
Meridian’s fixed rate bonds maturing on 27 June 2025 which are quoted on the NZX Debt
Market under the ticker code MEL050,
(together the “
Existing Bonds
”), and therefore are of the same class as the Existing Bonds for the
purposes of the FMCA and the Regulations. The Existing Bonds have been continuously quoted on
the NZX Debt Market over the preceding 3 months and trading in the Existing Bonds has not been
suspended during that 3-month period.
As at the date of this notice, Meridian is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to the Existing Bonds; and
(b) its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for the
purposes of the Regulations.
As at the date of this notice, there is no other 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 Regulations if the Existing Bonds had had the same redemption date or
interest rate as the New Bonds being offered.
ENDS

Neal Barclay
Chief Executive
Meridian Energy Limited

m e r i d i a n e n e r g y . c o . n z
PG 2

For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Rheilli Uluilelata
External Communications Advisor
022 589 1052

---

6 MARCH 2023
Meridian Energy Limited
Green Bond Offer
Joint Arranger, Green Bond Co-
Ordinator, Joint Lead Manager:
Joint Arranger, Joint Lead
Manager:
Joint Lead Managers:

2
Important Notice
This presentation has been prepared by Meridian Energy Limited (Meridian) in relation to its offer of unsecured, unsubordinated fixed rate
green bonds maturing on 20 September 2028 (Green Bonds) (Offer).The Offer of Green Bonds is made in reliance upon the exclusion in
clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA). Details of the Offer are contained in the Indicative Terms Sheet
dated on or about the date of this presentation (Indicative Terms Sheet). Unless the context otherwise requires, capitalised terms in this
presentation have the same meaning as given to them or incorporated in theIndicative Terms Sheet.
The Offer is an offer of bonds that have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date)
as:
•Meridian’s green bonds maturing on 14 March 2023, which have a fixed interest rate of 4.53% per annum and are currently quoted on the
NZX Debt Market under the ticker code MEL030;
•Meridian’s green bonds maturing on 20 March 2024, which have a fixed interest rate of 4.88% per annum and are currently quoted on the
NZX Debt Market under the ticker code MEL040; and
•Meridian’s green bonds maturing on 27 June 2025, which have a fixed interest rate of 4.21% per annum and are currently quotedonthe
NZX Debt Market under the ticker code MEL050,
(together the Existing Bonds).
Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct
Regulations 2014.
Meridian 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/MEL
.
The Existing Bonds are the only debt securities of Meridian 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.
MARCH 2023RETAIL BOND OFFER

Offer Highlights
3
MARCH 2023RETAIL BOND OFFER

4
Offer Highlights
MARCH 2023RETAIL BOND OFFER
IssuerMeridian Energy Limited (Meridian).
Description
5.5 year unsecured, unsubordinated, fixed rate green bonds (Green Bonds).
The Green Bonds are Green Debt instruments under Meridian’s Green Finance Framework dated February 2023 (as amended
from time to time) and are certified by the Climate Bonds Initiative based on the Climate Bond Standard. A copy of the Green
Finance Framework is available on Meridian’s website.
Issue AmountUp to $150,000,000 (with the ability to accept oversubscriptions of up to an additional $50,000,000 at Meridian’s discretion).
Term and Maturity Date5.5 years, maturing Wednesday, 20 September 2028.
Use of Proceeds
Meridian intends to allocate an amount equal to the proceeds from the Offer to finance or refinance renewable energy and
energy efficiency projects and assets that meet the eligibility criteria as set out in the Green Finance Framework (Green
Assets), including the refinance of the $150,000,000 MEL030 green bonds which mature on 14 March 2023.
Credit Rating
Expected Issue Credit Rating for the Green Bonds: BBB+.Meridian has an Issuer Credit Rating of BBB+ (Stable) from S&P
Global Ratings.
Joint Arrangers and Joint
Lead Managers
ANZ Bank New Zealand Limited (ANZ) and Craigs Investment Partners Limited (Craigs) are acting as Joint Arrangers. ANZ,
Bank of New Zealand, Craigs and Forsyth Barr Limited have been appointed Joint Lead Managers.

5
MARCH 2023RETAIL BOND OFFER
About Meridian

6
MARCH 2023RETAIL BOND OFFER
About Meridian
§New Zealand’s largest generator, all production from
renewable sources
§Seven big hydro stations – flexible plant with the
country’s largest storage
§Low operating costs and capital needs
§Five New Zealand wind farms, with the first built in 2004
§Currently constructing a sixth wind farm and New
Zealand’s first grid scale battery storage system
§One of the largest retailers of electricity (by volume) in
New Zealand
§Developing a renewables generation pipeline to support
demand growth (driven by New Zealand’s
decarbonisation goals)
§Strong investment grade credit metrics
§Experienced leadership team and Board
§Majority Government shareholding (51%)

58%
19%
1%
1%
6%
1%
3%
11%
Annual generation
Hyd ro
Geothermal
Biogas
Wood
Wind
Sol ar
Coal
Gas
34%
24%
6%
35%
1%
Annual consumption
Residential
Commercial
Agriculture
Industrial
Other
7
New Zealand Electricity Market
MARCH 2023RETAIL BOND OFFER
5major generators (all listed,
3 majority Govt owned)
1transmission grid
owner (state owned)
1very large industrial user
(Rio Tinto/Sumitomo
smelter), ~13% of national
demand
29electricity
distribution businesses
(various ownership
structures)
44retailers
Over
2million customer
consumers
(41TWhannual demand)
Sources: Electricity Authority and Ministry of Business, Innovation and Employment
(30 September 2022)
(30 September 2022)
85%
renewable
33% share
23% share
13%
NZAS
31 January 2023

8
New Zealand Electricity Market continued
§A reliable, affordable and environmentally
sustainable electricity system
§A well functioning competitive market with
a high level of renewable resources and
rational competition
§Vertical integration is the prevailing market
structure
§Wholesale and retail market regulation
provided by an independent regulator –
The Electricity Authority (EA)
§Demand growth in the last decade has
been modest. However, strong demand
outlook from decarbonisation
§$2.5B of recent or in progress renewable
generation builds
MARCH 2023RETAIL BOND OFFER

9
Policy and Regulation
Emissions Reduction Plan
§Released in May 2022, it sets out how New
Zealand will meet its first emissions budget for
2022-2025
§Requires additional emissions reductions of 4%
§Plan targets transport and energy emissions
§Supported by funding from the Government’s
Climate Emergency Fund
Resource Management Reform
§The New Zealand Government is replacing the
current Resource Management Act with three
new pieces of legislation
§The first two bills were introduced into
Parliament in November 2022 and are expected
to pass into law in 2023
§These three new Acts will set a new regulatory
environment for consenting
MARCH 2023RETAIL BOND OFFER
79.579.5
72.5
61.0
48.0
0
20
40
60
80
100
2014-172018-212022-252026-302031-35
Mt CO2-e
New Zealand Average Annual Emissions
Source: Stats NZ, Aotearoa New Zealand’s First Emissions Reduction Plan
Emissions Reduction Plan
2014-172018-21

30
35
40
45
50
55
60
65
70
199720002003200620092012201520182021202420272030203320362039204220452048
TWh
Financial Year ended 30 June
Annual Market Demand for Generation
10
Renewable Growth
MARCH 2023RETAIL BOND OFFER
Source: Meridian
history
range of future growth outcomes
NZ top 25% st!ff eng!gement,
improving injury r!te
2.5% incre!se in EBITDAF**
3% incre!se in ordin!ry dividend
C!rbon neutr!l, st!ble
oper!tion!l emissions
1.1 GW of secured
development options
$214 million g!in on s!le of Austr!li!
H!r!p!ki wind f!rm
on schedule
300 GWh* in MoU’s or contr!cted
for South Isl!nd process he!t
6% customer s!les volume growth
* 1250 GWh in Memor!ndums of Underst!nding, 50 GWh contr!cted (!nnu!l volumes)
** E!rnings before interest, t!x, depreci!tion, !mortis!tion, ch!nges in f!ir v!lue of hedges, imp!irments !nd g!ins or losses on s!le of !ssets
$30+
billion
of new
generation
investment by
2050
7 in 7
1
20 in 28
2
1
7 consented projects in 7 years
2
20 consented projects in 28 years
Source: Meridian

11
MARCH 2023RETAIL BOND OFFER
Meridian’s Strategy

12
Meridian’s Renewable Development Pipeline
MARCH 2023RETAIL BOND OFFER
§Deep pipeline of 4.7 GW (11.1 TWh) of development options
§Pipeline has doubled in size in the last six months
§1.5 GW secured, 3.2 GW in advanced prospects

Harapaki Wind Farm – Hawke’s Bay
§$448M capital costs
§176MW capacity / 542GWh generation
§To power the equivalent of 70,000 homes
§Local iwi are an integral part of our team
§Sustainability focus to design out emissions
§Cyclone Gabrielle impacts still being assessed
13
MARCH 2023RETAIL BOND OFFER

14
Portfolio Response to NZAS Contract Termination
MARCH 2023RETAIL BOND OFFER

15
MARCH 2023RETAIL BOND OFFER
Our Purpose
Sustainability at Meridian

16
Our Climate Action Plan
MARCH 2023RETAIL BOND OFFER

17
Our Leading Sustainability Performance
MARCH 2023RETAIL BOND OFFER
Green
Finance
Framework
Clim!"e Ac"ion Pl!n
Meridi!n’s purpose of Cle!n energy for ! f!irer !nd he!lthier world
is !t the centre of everything we do on our journey to net zero.
Our
purpose
Our
business
Our energy
gener!tion is from
100% renew!ble
sources through:
We !re continuing development of
• !ddition!l renew!ble energy gener!tion
• electrifying process he!t
• vehicle ch!rging infr!structure
• green hydrogen production
W!ter.Wind.Sun.
Our
priorities
* Meridi!n’s oper!tion!l emission bound!ry includes !ll scope 1, 2 !nd 3 c!tegories, excluding !ll one-time construction emissions from m!jor projects !nd !ll !ctivities th!t !re c!pit!lised !s p!rt of renew!ble energy projects. From our FY21 b!seline (excluding Meridi!n Austr!li!).
Where we c!n’t reduce our oper!tion!l emissions right now, we offset using Gold St!nd!rd Verified Emission Reductions !nd h!ve done since FY19.
Our
H!lf by 30
focus !re!s
L!nd Tr!nsportF!rmsFugitive emissions Air tr!velFerry !nd b!rgeW!ste
These priorities !lign with our commitment to contribute me!ningfully to the United N!tions (UN) Sust!in!ble Development Go!ls (SDGs)
where we c!n h!ve most imp!ct – such !s SDG13 Clim!te Action. See our Sust!in!bility Policy for further det!il.
This pl!n p!ves our w!y for future !ction !nd will be upd!ted !nnu!lly. Progress on initi!tives !nd t!rgets will be reviewed by the Meridi!n S!fety !nd Sust!in!bility Committee !nd !re !lso included in our Clim!te-rel!ted disclosures.
AUGUST 2022
Forever Forests
Our n!ture-b!sed
commitment to
emission remov!ls.
H!lf by 30
We !re focused on reducing
our gross oper!tion!l
emissions by h!lf by FY30
*
.
Helping customers !nd
Aote!ro! to dec!rbonise
Incre!sing consumption
of renew!ble electricity
through electrific!tion.
2030
Greenhouse
Gas Emissions
Inventory
Report

Financial Information and Capital Structure
18
MARCH 2023RETAIL BOND OFFER

348
426
395394
425
426
361
297
315
774
787
692
709
0
20 0
400
600
800
1, 0 00
20 1 920 2 020 2 120 2 220 2 3
$M
Financial Year ended 30 June
EBITDAF
1
(continuing operations)
InterimFinal half-yearTot al
152
191
227
145
201
187
188
306
339
175
415
451
0
10 0
20 0
300
400
500
20 1 920 2 020 2 120 2 220 2 3
$M
Financial Year ended 30 June
Net Profit after Tax (continuing operations)
InterimFinal half-yearTot al
28
30
40
92
171
31
28
61
83
59
58
101
175
0
10 0
20 0
300
20 1 920 2 020 2 120 2 220 2 3
$M
Financial Year ended 30 June
Capital Expenditure
InterimFinal half-yearTot al
262
266
187
225
265
373
338
244
236
635
604
431
461
0
10 0
20 0
300
400
500
600
700
20 1 920 2 020 2 120 2 220 2 3
$M
Financial Year ended 30 June
Operating Cash Flows
InterimFinal half-yearTot al
144
184
149
145
181
189
132
82
88
333
316
231
233
0
10 0
20 0
300
400
20 1 920 2 020 2 120 2 220 2 3
$M
Financial Year ended 30 June
Underlying NPAT
2
InterimFinal half-yearTot al
1,448
1,486
1,635
847
972
0
300
600
900
1, 20 0
1, 5 00
1, 80 0
Jun-19Jun-20Jun-21Jun-22Dec-22
$M
As at
Net Debt
3
19
Financial Performance
MARCH 2023RETAIL BOND OFFER
1
Earnings before interest, tax, depreciation, amortisation, changes in fair value
of hedges, impairments and gains or losses on sale of assets
2
Net profit after tax adjusted for the effects of changes in fair value of hedges
and other non-cash items
3
Drawn borrowings and lease liabilities payable less cash and cash equivalents
Meridian's interim reporting date is 31 December and final half year date and financial year end date is 30 June

160 160
210
153
439
475
75
0
100
200
300
400
50 0
60 0
700
202320242025202620272028+
$M
Calendar year
Debt Maturity Profile as at 31 December 2022
Dr a wn d eb t m at ur in g (f ace va lue)Available facilities maturing
20
Funding
MARCH 2023RETAIL BOND OFFER
§Total borrowings as at 31 December 2022
of $1,118M
§Committed bank facilities of $550M which
were undrawn
§Minimum headroom required in addition
to forecast requirements is $200M
§All borrowings classified as Green Debt
under Meridian’s Green Finance
Framework
§A portion of the 2023 retail bond offer
issue proceeds used to refinance the $150M
MEL030 green bonds, which mature on 14
March 2023
§Next capital market maturity is March
2024 ($150M green bond)
§Diverse sources of funding
Source: Meridian
33%
2%
30%
35%
Sources of Funding as at 31 December 2022
NZ$ bank facilities*
EKF - Danish export credit
Re tail Bo nds
US private placement
Source: Meridian
*drawn and undrawn

Key Metrics
Financial Year ended 30 June20182019202020212022
$M
Share capital 1,5981,5991,5981,5951,671
Retained earnings -1,010-1,171-1,542-1,548-1,242
Other reserves 4,2355,0295,0265,1775,094
Eq uity4,8235,4575,0825,2245,523
Drawn borrowings1,4281,3761,4911,5891,126
Lease liability payable1241231049741
Less: cash and cash equivalents-60-78-176-148-363
Add back: restricted cash2927679743
Net debt1,5211,4481,4861,635847
EBITD AF666838853692709
Net Debt to EBITDAF (times)2.31.71.72.41.2
Interest8082838078
EBITDA F int erest c over (t imes)8.310.210.38.79.1
Debt (drawn borrowings + lease liability payable)1,5521,4991,5951,6861,167
Deb t (Deb t +Eq uit y)24%22%24%24%17%
21
Credit Rating and Covenants
MARCH 2023RETAIL BOND OFFER
§Meridian targets a long-term credit rating of
BBB+
§Issuer Credit Rating: BBB+/Stable (S&P
Global)
§
Solid rating headroom in near term
financial metrics following divestment of
Australian business
§Rating reaffirmed in July 2022
§Net debt to EBITDAF is a key rating metric
§Board gives consideration to the long-term
credit rating target in Meridian’s Dividend
Policy
§Historical performance well within bond
covenant requirements

22
MARCH 2023RETAIL BOND OFFER
Green Finance Programme

Key Terms and Dates
23
MARCH 2023RETAIL BOND OFFER

24
Key Terms
MARCH 2023RETAIL BOND OFFER
IssuerMeridian Energy Limited (Meridian).
Description
5.5 year, unsecured, unsubordinated, fixed rate green bonds (Green Bonds).
The Green Bonds are Green Debt instruments under Meridian’s Green Finance Framework dated February 2023 (as amended
from time to time) and are certified by the Climate Bonds Initiative based on the Climate Bond Standard. A copy of the Green
Finance Framework is available on Meridian’s website.
Issue AmountUp to $150,000,000 (with the ability to accept oversubscriptions of up to an additional $50,000,000 at Meridian’s discretion).
Term and Maturity Date5.5 years, maturing Wednesday, 20 September 2028.
Interest Rate
The Interest Rate will beequal to the sum of the Issue Margin and the Base Rate, subject to a minimum Interest Rate of 5.70% per
annum.
The Interest Rate will be announced by Meridian via NZX on or shortly after the Rate Set Date.
Indicative Issue Margin1.10% - 1.20% per annum, actual Issue Margin may be within, above or below this range.
Interest PaymentsSemi-annually in arrear in equal amounts.
Credit Rating
Expected Issue Credit Rating for the Green Bonds: BBB+. Meridian has an Issuer Credit Rating of BBB+ (Stable) from S&P Global
Ratings.
Minimum Application AmountMinimum application of $5,000 with multiples of $1,000 thereafter.
Quotation
Meridian will take all necessary steps to ensure that the Green Bonds are, immediately after issue, quoted on the NZX Debt
Market. 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 Investor Presentation have
been duly complied with.However, NZX accepts no responsibility for any statement in this Investor Presentation.NZX is a lice
nsed
market operator and the NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market Ticker CodeMEL060.

25
Key Terms continued
MARCH 2023RETAIL BOND OFFER
Financial Covenants
The Trust Documents contain the following financial covenants:
a)the ratio of EBITDA to Interest and Financing Costs must not be less than 2.5 times;
b)at all times Debt will not be more than 55% of Debt plus Equity;
c)at all times Equity will not be less than $1,250,000,000; and
d)at all times the Total Tangible Assets of the Guaranteeing Group will not be less than 80% of Total Tangible Assets of the Group.
Refer to the Trust Deed for further detail including calculations and relevant testing periods.
Guarantee Structure
As at the date of this Investor Presentation, the only Guaranteeing Group Member is Meridian. This means that Meridian is solely
responsible for its obligations in relation to the Green Bonds unless a subsidiary of Meridian becomes a Guaranteeing Group Member.
Negative Pledge
The Trust Deed contains a negative pledge. No Guaranteeing Group Member will create or permit to arise or subsist any Security
Interest over its assets except under certain limited exceptions set out in the Trust Deed.
No Event of Default in
relation to the Green
Finance Framework or
Green Bond Principles or
Climate Bonds
Standards
If:
1.Meridian fails to allocate the proceeds of the Green Bonds as described in the Indicative Terms Sheet and the Green Finance
Framework;
2.Meridian fails to ensure that the aggregate book value of its Green Assets (as contemplated in the Green Finance Framework) is at
least equal to the original principal amount of the respective green debt at the time of issuance (including the Green Bonds issued
under the Offer);
3.Meridian fails to comply with the Green Finance Framework in any other way;
4.the Green Bonds cease to satisfy the Green Bond Principles or the Climate Bonds Standards (including, without limitation, as a
result of an amendment to the Green Bond Principles or Climate Bonds Standards); or
5.Meridian fails to notify the Holders of the Green Bonds that the Green Bonds cease to comply with the Green Finance Framework,
the Green Bond Principles or Climate Bonds Standards,
then, although it is possible that the Green Bonds may lose their green classification:
•no Event of Default will occur under the Trust Deed in relation to the Green Bonds; and
•neither the Holders of the Green Bonds nor Meridian will have any right for the Green Bonds to be repaid early as a result ofany
such event or circumstance.

26
Key Dates
MARCH 2023RETAIL BOND OFFER
Opening DateMonday, 6 March 2023
Closing Date11.00am, Thursday, 9 March 2023
Rate Set DateThursday, 9 March 2023
Issue Date and Allotment DateMonday, 20 March 2023
Expected Date of initial
quotation on NZX Debt Market
Tuesday, 21 March 2023
Interest Payment Dates
20 March and 20 September of each year up to and including the Maturity Date
The first Interest Payment Date will be 20 September 2023
Maturity DateWednesday, 20 September 2028
The dates set out above are indicative only and are subject to change. Meridian has the right in its absolute discretion and without notice to close
the Offer early, to accept late applications, to extend the Closing Date or to choose not to proceed with the Offer. If the Closing Date is extended,
subsequent dates may be extended accordingly.

27
Why Meridian?
MARCH 2023RETAIL BOND OFFER
Our priorities
A big priority for Meridi!n is to m!ke
! m!teri!l !nd positive imp!ct to ! net
zero future !nd in the shorter term,
t!ke Aote!ro! closer to !chieving !
n!tion!l t!rget of 50% renew!ble energy
consumption by 2035. To deliver imp!ct
on this we !re focused on new renew!ble
energy gener!tion, offering t!ngible
solutions to our customers to dec!rbonise
tr!nsport !nd process he!t, !nd we !re
!dv!ncing new m!rket opportunities
through green hydrogen. Some of our
t!rgets !nd current results !re sh!red here
!nd we !re excited to further incre!se our
imp!ct !nd contribution to clim!te !ction
through these !re!s beyond here.
Dec!rbonise
Renew!ble energy gener!tionCustomer dec!rbonis!tionNew m!rkets
Building on our existing 100% renew!ble
energy gener!tion b!se, our development !nd
construction te!ms !re !dv!ncing the delivery
!nd !dv!ncement of build!ble options
We !re committed to providing t!ngible dec!rbonis!tion
options for our customers in ! r!nge of sectors.
Adv!ncing the green hydrogen opportunity
!s !n electricity dem!nd response option,
!nd support industry dec!rbonis!tion.
Tr!nspor t elec trif ic!tion
Meridi!n h!s ! r!nge of offers in pl!ce to support the
electrific!tion of tr!nsport, such !s though our commitment
to bring to m!rket: 250 AC EV ch!rgers – of which we h!ve
currently inst!lled 61 with further committed ch!rgers on
tr!ck to complete in FY23, !ddressing Energy Efficiency !nd
Conserv!tion Authority (EECA) shortlisted ch!rging bl!ckspots
!cross the South Isl!nd with government funding support,
!nd inst!lling our first business ch!rging inst!ll!tions to
support business fleet tr!nsition.
Green hydrogen
The Southern Green Hydrogen project
!dv!nces with ! request for propos!l process
ne!r complete with two preferred developers
!nnounced !nd selection of ! le!d developer
is pl!nned for FY23.
Delivering H!r!p!ki wind f!rm
Our commitment to bring to m!rket 176MW of
c!p!city !nd 540GWh/!nnum of gener!tion from
end FY24. Works on site commenced in August
2021 !nd the construction !ctivity is on tr!ck.
Further build!ble options
Our renewable development team are
advancing 2.3GW/5,400GWh of options –
of which 1.1GW are secured with a further
1.2GW under advanced prospecting. The
commitment includes investments in a
100MW/200MWh battery and a 75MW+
solar farm. Contributing to our target to
secure three buildable options by 2024.
Process he!t electrific!tion
Our process he!t electrific!tion offer helps our customers
get off co!l. Progress tow!rds our FY23 t!rget of 600GWh of
delivered process he!t electrific!tion !dv!nced, with 300GWh
of dem!nd committed (representing 110kt CO2eq !b!tement).
Commerci!l sc!le sol!r
We pro!ctively support our customers with commerci!l-
sc!le sol!r solutions where it m!kes sense for them, !nd h!ve
! kilow!tts pe!k (kWp) t!rget in pl!ce to underpin inst!ll!tion
delivery. In !ddition to solutions !lre!dy delivered, we h!ve
commenced further build pl!nning for other customer
commitments m!de.
Certified Renew!ble Energy
Meridi!n’s CRE 2.0 w!s l!unched in FY23. CRE en!bles
customers to m!tch their electricity consumption with
renew!ble energy gener!tion !ttributes, through the use of
Renew!ble Energy Certific!tes, !nd report their m!rket-b!sed
scope 2 emissions !s zero. CRE 2.0 included the introduction of
! dec!rbonis!tion fund where !ll net proceeds from customer
use of RECs will be reinvested b!ck into either community or
business dec!rbonis!tion projects. We h!ve confirmed FY23
CRE t!rgets rel!ting to GWh !nd ! commitment to reinvest
!pproxim!tely $750,000 into products reducing emissions.
For more det!il on ! r!nge of clim!te !ction initi!tives Meridi!n h!s in pl!ce, !nd !ssoci!ted metrics !nd t!rgets, ple!se refer to our FY22 Clim!te-rel!ted disclosure.
H
2
quality,
scale assets
high free
cash flow
strong credit
rating
balance
sheet
headroom
strong
growth
outlook
deep
renewable
development
pipeline

28
Disclaimer
MARCH 2023RETAIL BOND OFFER
The information in this presentation was prepared by Meridian with due care and attention. However, the information is supplied in summary form and is
therefore not necessarily complete, and no representation is made as to the accuracy, completeness or reliability of the information. To the extent permitted by
law, none of Meridian, ANZ Bank New Zealand Limited and Craigs Investment Partners Limited (Joint Arrangers), Bank of New Zealand and Forsyth Barr Limited
(together with the Joint Arrangers, Joint Lead Managers), Trustees Executors Limited (Supervisor) nor any of their respective directors, officers, employees,
advisers, nor any other person, accept any responsibility or liability for this presentation or for any loss arising from this presentation or its contents or otherwise
arising in connection with the Offer.
This presentation may contain forward-looking statements and projections. These reflect Meridian’s current expectations, based on what it thinks are
reasonable assumptions. Meridian gives no warranty or representation as to its future financial performance or any future matter. Except as required by law or
NZX or ASX listing rules, Meridian is not obliged to update this presentation after its release, even if things change materially.
This presentation does not constitute financial advice or a recommendation from Meridian or any Joint Arranger, Joint Lead Manager, the Supervisor or any of
their respective directors, officers, employees, agents or advisers to purchase any Green Bonds.
You must make your own independent investigation and assessment of the financial condition and affairs of Meridian before deciding whether or not to invest in
the Green Bonds.
This presentation contains a number of non-GAAP financial measures, including EBITDAF and Underlying NPAT. Because they are not defined by GAAP or IFRS,
Meridian's calculation of these measures may differ from similarly titled measures presented by other companies and they should not be considered in isolation
from, or construed as an alternative to, other financial measures determined in accordance with GAAP. Although Meridian believesthey provide useful
information in measuring the financial performance and condition of Meridian's business, readers are cautioned not to place undue reliance on these non-GAAP
financial measures.
The Green Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws and regulations inNew 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. No
offering document or other offering material (including this presentation) in respect of the Green Bonds may 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. No
action has been or will be taken by Meridian which would permit an offer of Green Bonds to the public, or possession or distribution of any offering material
(including this presentation), in any country or jurisdiction where action for that purpose is required (other than New Zealand).