Kiwi Property/Announcement
Kiwi Property logo

Kiwi Property Lodges PDS for Green Bond Offer

Debt Issuance5 March 2023KPGReal Estate

Kiwi Property
Product Disclosure Statement

1

Product Disclosure

Statement

for an offer of 6.5-year fixed-rate

senior secured green bonds by

Kiwi Property Group Limited

Date: 6 March 2023

This document gives you important information

about this investment to help you decide

whether you want to invest. There is other useful

information about this offer on http://www.

disclose-register.companiesoffice.govt.nz.

Kiwi Property Group Limited has prepared this

document in accordance with the Financial

Markets Conduct Act 2013. You can also seek

advice from a financial advice provider to help

you to make an investment decision.

Arranger, Green Bond

Co-ordinator and

Joint Lead Manager:

Joint Lead

Managers:

Kiwi Property
Product Disclosure Statement

2

1.1 What is this?

This is an offer of fixed-rate senior secured green bonds

(Green Bonds). The Green Bonds are debt securities issued

by Kiwi Property Group Limited (Kiwi Property). You give

Kiwi Property money, and in return Kiwi Property promises

to pay you interest and repay the money at the end of the

term. If Kiwi Property runs into financial trouble, you might

lose some or all of the money you invested.

1.2 About the Group

Kiwi Property is one of New Zealand’s largest listed property

companies. Kiwi Property and its subsidiaries (together, the

Group) own, invest in, develop and manage a diversified

portfolio of mixed-use, large format retail and office assets.

1.3 Purpose of this Offer

In accordance with Kiwi Property’s Sustainable Debt

Framework dated May 2022 (as amended from time to time)

(Sustainable Debt Framework), Kiwi Property intends to

allocate an amount equal to the proceeds of the Offer to

finance or refinance its direct and indirect investments in

low carbon and energy efficient buildings that meet the

eligibility criteria set out in the Sustainable Debt Framework

(being Eligible Projects). Consistent with this, Kiwi Property

will apply the net proceeds of the Offer to repay existing

bank debt of the Group.

1.4 Key terms of the Offer

1. Key Information

Summary

The Sustainable Debt Framework does not form part

of the contractual terms of the Green Bonds.

If Kiwi Property fails to comply with the Sustainable Debt

Framework or the relevant market standards described

in the Sustainable Debt Framework (including the Green

Bond Principles) or if the Green Bonds cease to satisfy

the Green Bond Principles:

• this does not constitute an Event of Default or any

other breach in relation to the Green Bonds;

• there is no requirement on Kiwi Property to repay the

Green Bonds early; and

• the Green Bonds may cease to be labelled as “green”.

This means there is no legal obligation for Kiwi Property

to comply with the Sustainable Debt Framework or the

relevant market standards described in the Sustainable

Debt Framework (including the Green Bond Principles)

on an ongoing basis. See also Section 5 of this PDS

(Key features of the Green Bonds).

See Section 4 of this Product Disclosure Statement (PDS)

(Purpose of the Offer) for more information.

A reference in this PDS to proceeds being “allocated”

by Kiwi Property to finance or refinance its direct and

indirect investments in Eligible Projects means a notional

allocation of an amount equal to those proceeds in

Kiwi Property’s systems.

Description of the debt securities Fixed-rate senior secured green bonds.

Te r m6.5 years, ending on the Maturity Date (27 September 2029).

Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to an additional

NZ$25 million at Kiwi Property’s discretion).

The Offer is not underwritten.

Issue Price and Principal AmountNZ$1.00 per Green Bond.

Minimum application amountNZ$5,000 and in multiples of NZ$1,000 thereafter.

Opening Date 14 March 2023.

Closing Date11am on 17 March 2023.

Issue Date27 March 2023.

Kiwi Property
Product Disclosure Statement

3

1.4 Key terms of the Offer (continued)

Interest Rate The Green Bonds will pay a fixed rate of interest until the Maturity Date.

The Interest Rate will be no lower than the Minimum Interest Rate.

The Interest Rate will be determined by Kiwi Property (in consultation with the

Joint Lead Managers) on the Rate Set Date (17 March 2023) and will be the greater of:

• the Minimum Interest Rate; and

• the sum of the Base Rate (a reference rate for a period equal to the term of the

Green Bonds) plus the Margin.

The Minimum Interest Rate and the indicative Margin range will be announced by

Kiwi Property via NZX on or about the Opening Date.

The Interest Rate will be announced by Kiwi Property via NZX on or about the

Rate Set Date.

See Section 3.1 of this PDS (Description of the Green Bonds).

Interest Payment DatesInterest is scheduled to be paid semi-annually in arrear on each Interest Payment Date,

being 27 March and 27 September in each year until and including the Maturity Date.

The first Interest Payment Date is 27 September 2023.

Further payments, fees and chargesYou are not required to pay brokerage or any other fees or charges to Kiwi Property

to apply or subscribe for Green Bonds. However, you may have to pay brokerage to the

Bookbuild participant from whom you receive any Green Bonds.

Taxes may be deducted from interest payments on the Green Bonds. See Section

7 (Tax) and Section 8 (Tax consequences for overseas Holders) of this PDS for more

information.

1.5 Who is responsible for repaying you?

Kiwi Property is responsible for paying interest on the

Green Bonds and for repaying the Green Bonds on the

Maturity Date.

The obligations of Kiwi Property to pay interest on the

Green Bonds and to repay the Green Bonds on the Maturity

Date are guaranteed by certain of Kiwi Property’s wholly

owned subsidiaries under a global security deed dated

5 November 1998 (as amended from time to time) (GSD).

Kiwi Property and its subsidiaries that are party to the GSD

as guarantors are referred to in this PDS as the Guarantors

and the Guaranteeing Group.

At the date of this PDS, the guaranteeing subsidiaries are

Kiwi Property Holdings Limited, Sylvia Park Business Centre

Limited, Kiwi Property Te Awa Limited, Kiwi Property Centre

Place Limited, Kiwi Property Holdings No. 2 Limited, Kiwi

Property Holdings No. 3 Limited, Kiwi Property Holdings

No. 4 Limited, Kiwi Property Holdings No. 5 Limited and

Kiwi Property Holdings No. 7 Limited. The guaranteeing

subsidiaries may change from time to time.

No other members of the Group are Guarantors of the

Green Bonds.

Under a security trust deed dated 30 June 2014 (as

amended from time to time) (Security Trust Deed), each

Guarantor undertakes that the total assets held by the

Guaranteeing Group must not be less than 90% of the total

assets of the Group.

See Section 5.3 of this PDS (Ranking and security) for more

information.

1.6 How you can get your money out early

Kiwi Property must repay all of the Green Bonds on the

Maturity Date (27 September 2029). Kiwi Property has no

right to repay your Green Bonds before the Maturity Date.

Similarly, you have no right to require that your Green Bonds

be repaid early unless an Event of Default has occurred.

See Section 5.3 of this PDS (Ranking and security) under

“Events of Default” for more information.

Kiwi Property intends to quote these Green Bonds on the

NZX Debt Market. This means you may be able to sell them

on the NZX Debt Market before the end of their term if there

are interested buyers. If you sell your Green Bonds, the price

you get will vary depending on factors such as the financial

condition of the Group and movements in the market

interest rates. You may receive less than the full amount

that you paid for them.

1.7 How Green Bonds rank for repayment

In a liquidation of Kiwi Property, each of your Green Bonds

will give you the right to payment of an amount equal to the

Principal Amount plus all accrued but unpaid interest.

Your right to payment of this amount will rank:

• behind claims of holders of prior-ranking secured claims

on Kiwi Property and holders of claims on Kiwi Property

that are preferred by law;

• equally with claims of other Holders and holders of other

secured claims on Kiwi Property that rank equally with the

Green Bonds; and

• ahead of claims of holders of lower ranking secured claims

on Kiwi Property, holders of unsecured claims on Kiwi

Property and Kiwi Property’s shareholders.

Section 5.3 of this PDS (Ranking and security) explains how

the Green Bonds rank in a liquidation of Kiwi Property and

the Group.

1.8 What assets are these Green Bonds

secured against?

The Green Bonds are secured by security granted by the

Guarantors over all of their assets under the GSD, together

with first ranking registered mortgages over substantially all

of the real property (being land and the buildings and other

fixtures on that land) owned by the Guaranteeing Group

(Mortgages).

See Section 5.3 of this PDS (Ranking and security) for more

information about the security.

Kiwi Property
Product Disclosure Statement

4

1.9 Key risks affecting this investment

Investments in debt securities have risks. A key risk is that

Kiwi Property does not meet its commitments to repay you

or pay you interest (credit risk). Section 6 of the PDS (Risks

of investing) discusses the main factors that give rise to

the risk. You should consider if the credit risk of these debt

securities is suitable for you.

The interest rate for these Green Bonds should also reflect

the degree of credit risk. In general, higher returns are

demanded by investors from businesses with higher risk

of defaulting on their commitments. You need to decide

whether the offer is fair. Kiwi Property considers that the

most significant risk factors are:

• Valuation of the Group’s real properties and the income

derived from those properties: the risk of adverse

changes in New Zealand’s property market, particularly

in Auckland where a significant portion of the Group’s

real properties are located. This includes changes in

economic or credit conditions which affect occupancy

demands, and changes in business conditions leading to

the bankruptcy, liquidation or closure of one or more of

Kiwi Property’s major tenants. This could have a negative

impact on rental returns from, and the market value of,

the Group’s real properties. If significant and/or sustained,

this could have a material negative impact on the Group’s

financial performance and creditworthiness.

• Access to funding: the risk that the Group is unable to

maintain sufficient debt funding or refinance existing debt

as and when required. If this occurred, the Group may

be forced to sell real properties in unfavourable market

conditions to finance its business or repay debt, which

could have a material negative impact on the Group’s

financial performance and creditworthiness.

• Natural disaster: the risk of a natural disaster (for

example, an earthquake or major weather event),

particularly in Auckland, affecting the Group’s real

properties. If a natural disaster occurred, there is a risk

that the Group’s business may be materially interrupted

for a prolonged period and that the Group’s insurance

policies may not cover all of the resulting losses and costs.

Such risks could have a material negative impact on the

Group’s financial performance and creditworthiness.

Kiwi Property has identified its most significant risk factors

as being the significant risk factors for the Group. This is

because Kiwi Property’s ability to pay interest on, and repay,

the Green Bonds is highly dependent on the rental income

received by its subsidiaries, which hold all the real properties

of the Group.

If one or more of these risks eventuate, either individually

or in combination, the detrimental impact on Kiwi Property’s

financial performance may in turn:

• adversely affect the market price and liquidity of the

Green Bonds; and/or

• result in Kiwi Property not making a payment on the

Green Bonds.

This summary does not cover all of the risks of investing

in the Green Bonds. You should also read Section 5 of this

PDS (Key features of the Green Bonds) and Section 6 of

this PDS (Risks of investing).

1.10 What is the Green Bonds’ credit rating?

A credit rating is an independent opinion of the capability

and willingness of an entity to repay its debts (in other

words, its creditworthiness). It is not a guarantee that the

financial product being offered is a safe investment. A credit

rating should be considered alongside all other relevant

information when making an investment decision.

The Green Bonds have been rated by S&P Global

Ratings Australia Pty Limited (S&P). S&P gives ratings

from AAA through to C, excluding ratings attached to

entities in default.

S&P ratings from AA to CCC may be modified by the

addition of a plus (+) or minus (-) sign to show relative

standing within the rating categories.

As at the date of this PDS, the Green Bonds have a credit

rating of BBB+ from S&P.

Credit

ratings

for S&P

AAAAAABBB

Credit rating

for the Green

Bonds BBB+

BBBCCCCCC

Summary

description

of S&P

issue credit

ratings

Capacity of the issuer to meet its financial

commitments on the obligation

Vulnerability of the obligation

to non-payment

Extremely

strong

Very

strong

StrongAdequateLess

vulnerable

More

vulnerable

Currently

vulnerable

Highly

vulnerable

Currently

highly

vulnerable

1.11 Where you can find other market information about Kiwi Property

This is a short-form offer document that Kiwi Property is permitted to use because the Green Bonds rank equally with

Kiwi Property’s existing quoted debt securities. Those existing quoted debt securities are other fixed-rate senior secured

bonds which are quoted on the NZX Debt Market under ticker codes KPG020, KPG030, KPG040 and KPG050 (together the

Existing Bonds). Kiwi Property is subject to a disclosure obligation that requires it to notify certain material information to

the NZX for the purpose of that information being made available to participants in the market.

Investors should look at the market price of the Existing Bonds in order to find out how the market assesses the returns and

risk premium for those debt securities.

Kiwi Property’s page on the NZX website includes information made available under the disclosure obligation, and can be

found at www.nzx.com/companies/KPG.

Table of
contents

1Key Information Summary2

2Key dates and Offer process6

3Terms of the Offer7

4Purpose of the Offer11

5Key features of the Green Bonds12

6Risks of investing18

7Tax21

8Tax consequences for overseas Holders21

9Selling restrictions and indemnity22

10Who is involved?25

11How to complain26

12Where you can find more information26

13How to apply27

14Contact information27

15Glossary28

Kiwi Property

Product Disclosure Statement

5

Kiwi Property
Product Disclosure Statement

6

2. Key dates

and Offer process

The Opening Date and the Closing Date may change.

Kiwi Property has the right, in its absolute discretion, to

open or close the Offer early and to extend the Closing

Date. If Kiwi Property changes the Opening Date and/

or the Closing Date, the changes will be announced by

Kiwi Property via NZX as soon as reasonably practicable.

If the Closing Date is extended, the Rate Set Date, the Issue

Date/allotment date, the expected date of initial quotation

and trading of the Green Bonds on the NZX Debt Market,

the Interest Payment Dates and the Maturity Date may be

extended accordingly. Any such changes will not affect

the validity of any applications received.

If an Interest Payment Date is not a Business Day,

Kiwi Property will make payment on the next Business

Day, but no adjustment will be made to the amount of

the interest payable. Other dates may also be adjusted

if they do not fall on a Business Day.

Kiwi Property reserves the right to cancel the Offer

and the issue of the Green Bonds.

Opening Date14 March 2023

The Minimum Interest Rate and the indicative Margin range

will be determined and announced on this date

Closing Date11am on 17 March 2023

Rate Set Date17 March 2023

Issue Date/allotment date27 March 2023

Expected date of initial quotation and trading

of the Green Bonds on the NZX Debt Market

28 March 2023

Interest Payment Dates27 March and 27 September in each year during the term of

the Green Bonds

First Interest Payment Date27 September 2023

Maturity Date27 September 2029

Kiwi Property
Product Disclosure Statement

7

3.1 Description of the Green Bonds

3. Terms of the Offer

IssuerKiwi Property Group Limited.

Description Fixed-rate senior secured green bonds.

Green Bond PrinciplesKiwi Property has developed and adopted the Sustainable Debt Framework to ensure that,

as at the date of this PDS, the Green Bonds align with the core components of the Green Bond

Principles (June 2021).

The Sustainable Debt Framework does not form part of the contractual terms of the Green

Bonds. This means there is no legal obligation for Kiwi Property to comply with the Sustainable

Debt Framework or the relevant market standards described in the Sustainable Debt Framework

(including the Green Bond Principles) on an ongoing basis.

See Section 5.2 of this PDS (Green Bond Principles and the Sustainable Debt Framework) for

more information.

Use of proceedsIn accordance with the Sustainable Debt Framework, Kiwi Property intends to allocate an amount

equal to the proceeds of the Offer to finance or refinance its direct and indirect investments in

Eligible Projects. Consistent with this, Kiwi Property will apply the net proceeds of the Offer to

repay existing bank debt of the Group.

Kiwi Property will service its debt obligations under the Green Bonds out of its general cash flows

and not specifically from revenues generated by Eligible Projects alone.

See Section 4 of this PDS (Purpose of the Offer) and Section 5.2 of this PDS (Green Bond

Principles and the Sustainable Debt Framework) for more information.

Te r m6.5 years, ending on the Maturity Date (27 September 2029).

Principal Amount NZ$1.00 per Green Bond.

Interest RateThe Green Bonds will pay a fixed rate of interest until the Maturity Date.

The Interest Rate will be no lower than the Minimum Interest Rate.

The Interest Rate will be determined by Kiwi Property (in consultation with the Joint Lead

Managers) on the Rate Set Date (17 March 2023) following the Bookbuild and will be the greater of:

• the Minimum Interest Rate; and

• the sum of the Base Rate plus the Margin.

The Interest Rate will be announced by Kiwi Property via NZX on or about the Rate Set Date.

The Interest Rate will not change during the term of the Green Bonds.

Base RateThe semi-annual 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 Arranger in consultation with Kiwi

Property, according to market convention, with reference to Bloomberg page ‘ICNZ4’ (or any

successor page) on the Rate Set Date (rounded to 2 decimal places if necessary, with 0.005

being rounded up).

MarginKiwi Property will announce an indicative Margin range (which may be subject to change) via NZX

on or about the Opening Date.

The Margin (which may be within, above or below the indicative Margin range) is the rate

(expressed as a percentage rate per annum) determined by Kiwi Property (in consultation with

the Joint Lead Managers) following the Bookbuild. The Margin will be announced by Kiwi Property

via NZX on or about the Rate Set Date.

Calculation of interest

payments

Interest will be calculated on an annual basis and will be payable in equal amounts in arrear on

each Interest Payment Date.

Kiwi Property
Product Disclosure Statement

8

Interest Payment DatesInterest is payable on each semi-annual Interest Payment Date, being 27 March and 27

September in each year during the term of the Green Bonds, starting on 27 September 2023

and until and including the Maturity Date.

If an Interest Payment Date is not a Business Day, Kiwi Property will make payment on the next

Business Day, but no adjustment will be made to the amount of the interest payable.

Entitlement to paymentsPayments of interest on the Green Bonds will be made to the persons who are the Holders as at

5pm (New Zealand time) on the 10

th

calendar day before the relevant Interest Payment Date.

Payments of any other amount will be made to the persons who are the Holders as at 5pm

(New Zealand time) on the day determined by Kiwi Property and notified to NZX.

If such a day is not a Business Day, payments will be made to the persons who are the Holders as

at 5pm (New Zealand time) on the immediately preceding Business Day.

No early repaymentKiwi Property must repay all of the Green Bonds on the Maturity Date (27 September 2029).

Kiwi Property has no right to repay your Green Bonds before the Maturity Date. Similarly, you

have no right to require that your Green Bonds be repaid before the Maturity Date unless an

Event of Default has occurred.

Events of DefaultIf an Event of Default occurs and is continuing, the Supervisor:

• may in its discretion;

• must if a Major Event of Default occurs; or

• must if directed to do so by a Special Resolution,

declare the Green Bonds to be immediately due and payable.

See Section 5.3 of this PDS (Ranking and security) under “Events of Default” for more information.

Amount that is payable

to you when your Green

Bonds are repaid

You will receive the Principal Amount plus all accrued but unpaid interest for each Green Bond

when your Green Bonds are repaid.

RankingIn a liquidation of Kiwi Property, each of your Green Bonds will give you the right to payment of an

amount equal to the Principal Amount plus all accrued but unpaid interest.

Your right to payment of this amount will rank:

• behind claims of holders of prior-ranking secured claims on Kiwi Property and holders of

claims on Kiwi Property that are preferred by law;

• equally with claims of other Holders and holders of other secured claims on Kiwi Property that

rank equally with the Green Bonds; and

• ahead of claims of holders of lower ranking secured claims on Kiwi Property, holders of

unsecured claims on Kiwi Property and Kiwi Property’s shareholders.

See Section 5.3 of this PDS (Ranking and security) under “Ranking” for more information about

the ranking of the Green Bonds.

Guaranteeing Group testUnder the Security Trust Deed, each Guarantor undertakes that the total assets held by the

Guaranteeing Group must not be less than 90% of the total assets of the Group.

See Section 5.3 of this PDS (Ranking and security) under “Guarantees” for more information.

Guarantee Each Guarantor guarantees the due and punctual payment of all amounts payable by Kiwi

Property in respect of the Green Bonds on a joint and several basis. There are no limits on the

obligations of the Guarantors in respect of the amounts owing under the guarantee.

See Section 5.3 of this PDS (Ranking and security) for more information about the guarantee.

SecurityThe Green Bonds are secured by security granted by the Guarantors over all of their assets

under the GSD, together with Mortgages over substantially all of the real property (being land

and the buildings and other fixtures on that land) owned by the Guaranteeing Group.

The security is granted in favour of the Security Trustee for the benefit of all of the Beneficiaries

(including Holders) and can only be enforced in accordance with the Security Trust Deed.

See Section 5.3 of this PDS (Ranking and security) for more information about the security.

Gearing ratioUnder the Trust Deed, Kiwi Property undertakes to ensure that, for so long as the Green Bonds

are outstanding, finance debt of the Group does not exceed 50% of the total tangible assets of

the Group.

See Section 5.3 of this PDS (Ranking and security) under “Gearing ratio in the Trust Deed” for

more information about the gearing ratio.

3.1 Description of the Green Bonds (continued)

Kiwi Property
Product Disclosure Statement

9

Further indebtedness and

other covenants

The Group can create further liabilities (including by issuing new secured bonds and by incurring

additional bank debt) without the consent of Holders. However, there are covenants in the Trust

Deed and other documents that have the effect of restricting the Group’s ability to create

further liabilities that rank equally with or in priority to the Green Bonds.

See Section 5.3 of this PDS (Ranking and security) under ”Restrictions on creating further

secured liabilities” for more information.

TransfersYou may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate Principal Amount

and after any transfer you and the transferee must each hold Green Bonds with an aggregate

Principal Amount of at least NZ$5,000 (or no Green Bonds).

Ta xesTaxes may be deducted from interest payments on the Green Bonds. See Section 7 of this PDS

(Tax) and Section 8 of this PDS (Tax consequences for overseas Holders) for more information.

SupervisorAs at the date of this PDS, the Supervisor is Public Trust.

The Supervisor is appointed by Kiwi Property under the Trust Deed to act on behalf of Holders

in relation to matters connected with the Trust Deed and the terms of the Green Bonds.

Security TrusteeAs at the date of this PDS, the Security Trustee is New Zealand Permanent Trustees Limited.

The Security Trustee holds the guarantees and security granted under the GSD and the

Mortgages for the benefit of the Beneficiaries (including the Holders).

3.1 Description of the Green Bonds (continued)

Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to an additional

NZ$25 million at Kiwi Property’s discretion).

Opening Date, Closing Date

and Issue Date

See Section 2 of this PDS (Key dates and Offer process) for more information.

Issue PriceNZ$1.00 per Green Bond.

Minimum subscription

amount

NZ$5,000 and in multiples of NZ$1,000 thereafter.

How to applyThere is no public pool for the Green Bonds. All Green Bonds will be reserved for subscription

by clients of the Joint Lead Managers, other Primary Market Participants and other approved

financial intermediaries invited to participate in the Bookbuild.

Application instructions are set out in Section 13 of this PDS (How to apply).

Further payments, fees

and charges

You are not required to pay brokerage or any other fees or charges to Kiwi Property to apply or

subscribe for Green Bonds. However, you may have to pay brokerage to the Bookbuild participant

from whom you receive any Green Bonds.

Allocation of Green BondsIf a Bookbuild participant receives any Green Bonds in the Bookbuild, the distribution of those

Green Bonds to that participant’s clients is determined by the participant, and not Kiwi Property.

Selling restrictionsThe Offer is subject to the selling restrictions contained in Section 9 of this PDS

(Selling restrictions and indemnity).

By subscribing for Green Bonds, you agree to comply with the selling restrictions and to

indemnify Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-ordinator and the

Joint Lead Managers for any loss suffered as a result of you breaching the selling restrictions.

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 (Singapore), as modified or amended from time to time (SFA),

Kiwi Property 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 (Singapore)).

Governing lawThe Green Bonds, the Trust Deed, the GSD, the Security Trust Deed, the Mortgages and the

Offer are governed by New Zealand law.

3.2 Description of the Offer

Kiwi Property
Product Disclosure Statement

10

3.3 Trading your Green Bonds on the

NZX Debt Market

Kiwi Property intends to quote the Green Bonds on the NZX

Debt Market. NZX ticker code KPG060 has been reserved for

the Green Bonds. NZX takes no responsibility for the content

of this PDS. NZX is a licensed market operator and the NZX

Debt Market is a licensed market under the Financial Markets

Conduct Act 2013.

To be eligible to trade your Green Bonds on the NZX Debt

Market, you must have an account with a Primary Market

Participant, a common shareholder number or CSN and

an authorisation code. If you do not have an account with

a Primary Market Participant, you should be aware that

opening an account can take a number of days depending

on the Primary Market Participant’s new client procedures.

If you do not have a CSN, you will be automatically assigned

one if you invest in Green Bonds. If you do not have an

authorisation code, it is expected that you will be sent

one by the Registrar. If you have an account with a Primary

Market Participant and have not received an authorisation

code by the date you want to trade your Green Bonds,

your Primary Market Participant can arrange to obtain

your authorisation code from the Registrar. Your Primary

Market Participant will be charged a fee for requesting your

authorisation code from the Registrar and may pass this

cost on to you.

You will likely have to pay brokerage on any transfer of

Green Bonds you make through a Primary Market Participant.

3.4 Trust Deed

The terms and conditions of the Green Bonds are set out

in the Master Trust Deed, as amended and supplemented

by the Supplemental Trust Deed (together, the Trust Deed).

Holders are bound by, and are deemed to have notice of,

the Trust Deed.

The terms of the guarantees and the security are set out

in the GSD, the Security Trust Deed and the Mortgages.

You can obtain copies of the Trust Deed, the GSD, the

Security Trust Deed and the terms of the Mortgages

from the Disclose register at www.disclose-register.

companiesoffice.govt.nz (offer number OFR13493).

Kiwi Property
Product Disclosure Statement

11

4. Purpose of the Offer

Kiwi Property has operated a sustainability programme

for more than 20 years. In support of this programme,

Kiwi Property has developed and adopted the Sustainable

Debt Framework to ensure that, as at the date of this PDS, its

processes for evaluating and selecting Eligible Projects and

managing and reporting on the use of the proceeds of the

Green Bonds are consistent with the Green Bond Principles.

Kiwi Property intends to allocate an amount equal to the

proceeds of the Offer to finance or refinance its direct and

indirect investments in Eligible Projects. Consistent with

this, Kiwi Property will apply the net proceeds of the Offer

to repay existing bank debt of the Group.

As at the date of this PDS, Kiwi Property intends to ensure

that the aggregate value of the pool of Eligible Projects is at

least equal to the aggregate amount of all of its outstanding

green bonds (including the Green Bonds) and green loans.

If Kiwi Property fails to comply with the Sustainable Debt

Framework or the relevant market standards described in

the Sustainable Debt Framework (including the Green Bond

Principles) or if the Green Bonds cease to satisfy the Green

Bond Principles:

• this does not constitute an Event of Default or any other

breach in relation to the Green Bonds;

• there is no requirement on Kiwi Property to repay the

Green Bonds early; and

• the Green Bonds may cease to be labelled as “green”.

This means there is no legal obligation on Kiwi Property

to comply with the Sustainable Debt Framework or the

relevant market standards described in the Sustainable

Debt Framework (including the Green Bond Principles) on

an ongoing basis. See Section 5 of this PDS (Key features

of the Green Bonds) for more information.

The use of the money raised under the Offer will not change

depending on the total amount that is raised. The Offer is

not underwritten.

A reference in this PDS to proceeds being ”allocated”

by Kiwi Property to finance or refinance its direct and

indirect investments in Eligible Projects means a notional

allocation of an amount equal to those proceeds in Kiwi

Property’s systems.

Kiwi Property
Product Disclosure Statement

12

5.1 General

A number of the key features of the Green Bonds are

described in Section 3 (Terms of the Offer) of this PDS. Other

key features of the Green Bonds and more information about

some of the key features described in Section 3 of this PDS

(Terms of the Offer) are described below.

Copies of the Trust Deed, the GSD, the Security Trust Deed,

the terms of the Mortgages and the Sustainable Debt

Framework are included on the Disclose register.

5.2 Green Bond Principles and the

Sustainable Debt Framework

To confirm the integrity of the Green Bonds as a “green”

instrument, Kiwi Property has ensured that, as at the date

of this PDS, the Green Bonds align with the core components

of the Green Bond Principles (June 2021).

The Green Bond Principles are voluntary process guidelines

for issuing green bonds published by the International

Capital Markets Association (ICMA). They may be amended

by ICMA from time to time. As at the date of this PDS, the

Green Bond Principles establish four core components for

an instrument to be considered to be a green bond:

• Use of proceeds: The proceeds of the green bond must

be used to finance or refinance assets or other projects

that have clear environmental benefits.

• Process for project evaluation and selection: The issuer

should provide clear information to investors about the

environmental sustainability objectives of the eligible

projects; the processes for evaluating eligible projects

and for identifying and managing associated social and

environmental risks; and the eligibility criteria.

• Management of proceeds: The issuer should have

internal processes to track and attest to the use of the

proceeds of the green bond.

• Reporting: The issuer should make, and keep, readily

available up to date information on the use of the

proceeds of the green bond.

The Green Bond Principles also recommend the use of an

external review provider to assess (through a pre-issuance

external review) the alignment of the green bond and/or

framework with the four core components of the Green

Bond Principles. Post-issuance, the Green Bond Principles

recommend the use of an external auditor or other third

party to verify the internal tracking and allocation of the

proceeds of the green bond to eligible green projects.

Kiwi Property has developed and adopted the Sustainable

Debt Framework in alignment with the Green Bond

Principles.

5. Key features

of the Green Bonds

Set out below is a summary of the way in which the

Sustainable Debt Framework addresses the Green

Bond Principles as at the date of this PDS. Kiwi Property

may amend the Sustainable Debt Framework from

time to time. Any amendments to the Sustainable Debt

Framework would apply to the Green Bonds. There is,

however, no legal obligation on Kiwi Property to comply

with the Sustainable Debt Framework or the relevant

market standards described in the Sustainable Debt

Framework (including the Green Bond Principles) on an

ongoing basis.


Use of proceeds

As described in Section 4 of this PDS (Purpose of the Offer),

Kiwi Property intends to allocate an amount equal to the

proceeds of the Offer to finance or refinance its direct and

indirect investments in Eligible Projects in accordance with

the Sustainable Debt Framework. Consistent with this, Kiwi

Property will apply the net proceeds of the Offer to repay

existing bank debt of the Group.

Kiwi Property may allocate an amount equal to the proceeds

of the Offer to refinance low carbon and energy efficient

buildings without any limitation on the look-back period

provided the buildings constitute Eligible Projects at the

time of refinancing.

Process for evaluation and selection of

Eligible Projects

The categories for eligible projects under the Green Bond

Principles include “green buildings that meet regional,

national or internationally recognised standards or

certifications for environmental performance.” Under the

Sustainable Debt Framework, when determining if an asset

is an Eligible Project, Kiwi Property will use the following

national standards:

• the New Zealand Green Building Council’s (NZGBC) Green

Star rating system, an internationally recognised rating

system for the sustainable design, construction and

operation of buildings and fit-outs;

• the NABERSNZ rating system, an independent tool for

rating the energy efficiency of office buildings; or

• the Homestar rating system, an independent rating tool

for assessing the health, efficiency and sustainability of

residential properties.

To qualify as an Eligible Project, a building must meet one or

more of the following criteria:

• certified as obtaining, or targeting, a minimum 5-Star

NZGBC Green Star Design (for planned buildings) and/or

Built (for existing buildings) rating;

• certified as obtaining, or targeting, a minimum 4-Star

NABERSNZ Energy Base Building rating or Energy Whole

Building rating; and/or

• certified as obtaining, or targeting, a minimum 7-Star

Homestar rating.

Kiwi Property
Product Disclosure Statement

13

Existing and/or planned buildings that are targeting (but are

yet to receive) one or more of the above ratings criteria may

also qualify as an Eligible Project where Kiwi Property has

evidence indicating that the rating will be achieved.

Management of proceeds

The Sustainable Debt Framework provides that:

• Kiwi Property maintains a register of Eligible Projects

that outlines (among other things) their current value,

the allocation of proceeds, the applicable Green Star,

NABERSNZ and/or Homestar rating(s), and the level of Kiwi

Property’s ownership interest; and

• Kiwi Property monitors the allocation of proceeds and the

current value of Eligible Projects on a yearly basis, aligned

to the end of year annual financial reporting process.

Under the Sustainable Debt Framework, if, at any time, there

are unallocated green debt (including the Green Bonds)

proceeds:

• Kiwi Property will apply an amount equal to those

unallocated proceeds to repay revolving bank debt or

to invest in cash deposits or cash equivalents until Kiwi

Property is able to allocate an amount equal to those

unallocated proceeds in accordance with the Sustainable

Debt Framework;

• no contractual right of review or repayment will arise,

and no loss of green classification will occur;

• Kiwi Property will disclose this information within the

annual use of proceeds reporting; and

• Kiwi Property will endeavour to allocate any unallocated

green debt proceeds in accordance with the Sustainable

Debt Framework as soon as possible.

Reporting

The Sustainable Debt Framework provides for Kiwi Property

to make annual use of proceeds reporting, impact reporting,

and any amendments to the Sustainable Debt Framework

publicly available.

External review

In accordance with the Sustainable Debt Framework,

Kiwi Property intends to seek assurance from a limited

assurance provider on an annual basis in relation to its

green debt (including the Green Bonds) and alignment with

the Green Bond Principles (June 2021) and the Sustainable

Debt Framework. The balance sheet date of the last

assurance statement was 31 March 2022.

As at the date of this PDS, the limited assurance provider

is Ernst & Young Limited (EY). EY has consented to the

statements regarding its role as the limited assurance

provider being included in this PDS.

No Event of Default

If:

• Kiwi Property fails to ensure that the aggregate value

of the pool of Eligible Projects is at least equal to the

aggregate amount of all its outstanding green bonds

(including the Green Bonds issued under the Offer)

and green loans;

• Kiwi Property fails to comply with the Sustainable

Debt Framework in any other way;

• the Green Bonds cease to satisfy the Green Bond

Principles (including, without limitation, as a result

of an amendment to the Green Bond Principles); or

• Kiwi Property fails to notify Holders that the Green

Bonds cease to comply with the Sustainable Debt

Framework or the Green Bond Principles,

then:

• no Event of Default will occur in relation to the Green

Bonds; and

• neither you nor Kiwi Property will have any right for the

Green Bonds to be repaid early.

Kiwi Property’s obligations under the Trust Deed are not

affected by the labelling of the Green Bonds as ”green”,

and any breach of the Trust Deed is to be determined

without regard to any such ”green” label, the Sustainable

Debt Framework or any relevant market standards

described in the Sustainable Debt Framework (including

the Green Bond Principles).

If Kiwi Property fails to comply with the Sustainable

Debt Framework or the relevant market standards

described in the Sustainable Debt Framework (including

the Green Bond Principles) or if the Green Bonds cease

to be labelled as “green”, Kiwi Property will set out this

information in its annual use of proceeds reporting.

This means there is no legal obligation for Kiwi Property

to comply with the Sustainable Debt Framework or the

relevant market standards described in the Sustainable

Debt Framework (including the Green Bond Principles)

on an ongoing basis.

The Supervisor has no obligations in relation to the

application of the proceeds of the Green Bonds or

Kiwi Property’s compliance with the Sustainable Debt

Framework.

5.2 Green Bond Principles and the

Sustainable Debt Framework (continued)

Kiwi Property
Product Disclosure Statement

14

5.3 Ranking and security

Ranking

The Green Bonds are senior secured debt securities

issued by Kiwi Property. In a liquidation of Kiwi Property,

each of your Green Bonds will give you the right to payment

of an amount equal to the Principal Amount plus accrued

but unpaid interest. Your right to payment of this amount

will rank:

• behind claims of holders of prior-ranking secured claims

on Kiwi Property and holders of claims on Kiwi Property

that are preferred by law;

• equally with claims of other Holders and holders of any

other secured claims on Kiwi Property that rank equally

with the Green Bonds; and

• ahead of claims of holders of lower ranking secured

claims on Kiwi Property, holders of unsecured claims on

Kiwi Property and Kiwi Property’s shareholders.

Kiwi Property’s ability to pay interest on, and repay, the

Green Bonds is highly dependent on the rental income

received by its subsidiaries, which hold all the real

properties of the Group. Kiwi Property’s obligations under

the Green Bonds are supported by the guarantees and

security granted by the Guarantors. These factors mean it

is important to understand where the Green Bonds would

rank in a liquidation of the Group as well.

The following diagram shows how the liabilities of the Group,

including the Green Bonds, and equity rank in a liquidation

of the Group. The diagram does not describe every type of

liability or equity that the Group may have over the term of

the Green Bonds.

Ranking on a liquidation

of the Group

Type of obligationLiabilities and equity of the

Group as at 30 September 2022

(NZ$m)

Higher

ranking

Liabilities that rank in

priority to the Green

Bonds

Prior ranking secured obligations and creditors

preferred by law (for example, certain amounts

payable to the Inland Revenue)

4.1

Liabilities that rank equally

with the Green Bonds

(including the Green

Bonds)

Secured obligations

(for example:

The Green Bonds

The Existing Bonds, being fixed-rate senior

secured bonds quoted on the NZX Debt Market

under ticker codes KPG020, KPG030, KPG040

and KPG050

Amounts outstanding under the Group’s bank

facilities

Certain derivative transactions, such as interest

rate hedging)

1,242.7

Liabilities that rank below

the Green Bonds

Unsecured obligations (for example, general

creditors)

182.9

Lower

ranking

EquityOrdinary shares and retained earnings 2,054.3

Basis of preparation of table

Amounts in the table above are indicative amounts (subject to rounding adjustments) based on the Group’s half-year financial

statements prepared as at 30 September 2022. The table assumes NZ$125 million of Green Bonds are issued under the Offer

and that the proceeds of the Green Bonds are used to repay existing bank debt of the Group. The actual amounts of liabilities

and equity of the Group at the point of its liquidation would be different to the indicative amounts set out above.

The final size of the Offer will not materially impact the indicative amounts in the table because the proceeds of the

Green Bonds are intended to be applied to repay existing bank debt of the Group, which ranks equally with the Green Bonds.

As at 30 September 2022, the Group had amounts outstanding under bank facilities of NZ$739 million, which is more than the

assumed issue size of NZ$125 million.

While for simplicity the amounts in the table are presented by reference to the liabilities and equity of the Group as a whole,

Holders and the other Beneficiaries would only have claims against Kiwi Property and the other Guarantors (including their

assets subject to the security described below) on a liquidation.

Liabilities that rank in priority to the Green Bonds on a liquidation include outstanding employee wages and salaries and certain

amounts payable to the Inland Revenue. There are typically other liabilities which arise in a liquidation and which may rank in

priority to the Green Bonds, such as enforcement costs and liquidation costs, which are not possible to foresee and cannot

therefore be quantified.

Kiwi Property
Product Disclosure Statement

15

Overview of the security and guarantees

Kiwi Property’s obligations under the Green Bonds are:

• guaranteed by each Guarantor under the GSD; and

• secured against all of the assets of each Guarantor under

the GSD, together with Mortgages over substantially all of

the real property (being land and the buildings and other

fixtures on that land) owned by the Guaranteeing Group.

This security secures the Green Bonds and certain other

obligations of the Group in favour of the Security Trustee

for the benefit of the Holders and other Beneficiaries

under the Group’s financing arrangements.

These guarantee and security arrangements are described

in more detail below.

Security granted by Guarantors

Each Guarantor (including Kiwi Property) has granted

security over all of its assets under the GSD in favour of

the Security Trustee. The security granted under the GSD

includes a security interest over all personal property and a

charge over all real property, and secures all amounts owing

to the Beneficiaries.

Under the Group’s bank facility documentation, each

Guarantor undertakes in favour of the Group’s bank facility

lenders to grant a Mortgage over any real property it owns

(being land and the buildings and other fixtures on that land)

in favour of the Security Trustee. However, a Guarantor may

elect to exclude a real property from the requirement to be

subject to a registered Mortgage if the aggregate value of all

real properties so excluded by the Guaranteeing Group does

not exceed 10% of the aggregate value of all real properties

owned by the Guaranteeing Group at any time.

As at the date of this PDS, two Guarantors, Kiwi Property

Centre Place Limited and Kiwi Property Te Awa Limited,

are party to 50:50 joint ventures with unrelated JV parties

in relation to Centre Place North and The Base shopping

centres. The joint venture companies that own these

shopping centres do not form part of the Group (and

accordingly are not Guarantors), and the shopping centres

are not subject to registered Mortgages. The respective joint

venture interests of Kiwi Property Centre Place Limited and

Kiwi Property Te Awa Limited are subject to the security

granted under the GSD.

While the Mortgages secure all amounts owing to the

Beneficiaries (including the Holders), the undertaking in the

Group’s bank facility documentation to grant Mortgages is

given for the benefit of the Group’s bank facility lenders only.

This undertaking may be amended or waived by the Group’s

bank facility lenders at any time without the consent of the

Holders, or expire if the Group’s bank facility documentation

terminates before the Maturity Date.

The assets of the Guaranteeing Group that are subject to the

security granted under the GSD and the Mortgages are the

Secured Assets.

The documents that create or govern the security given by

the Guarantors are:

• the GSD;

• the Mortgages; and

• the Security Trust Deed.

The security is held by New Zealand Permanent Trustees

Limited as Security Trustee under the Security Trust Deed.

The Security Trustee holds the security for the benefit of the

Beneficiaries on an equal ranking basis. As at the date of this

PDS, the Beneficiaries are:

• the Holders (in relation to the Green Bonds);

• the holders of the Existing Bonds;

• the Supervisor;

• the Group’s bank facility lenders and hedging providers;

and

• the Security Trustee (on its own account and as security

trustee under the Security Trust Deed).

Other persons may become Beneficiaries in the future.

As described below under “Restrictions on creating further

secured liabilities”, each Guarantor is permitted to grant

security to other creditors in certain circumstances.

The amount of the Group’s liabilities that are secured in

favour of the Security Trustee and the total value of the

Secured Assets (being the assets secured in relation to

those liabilities) are shown in the table below:

30 September

2022

30 September

2022 adjusted

Group’s secured

liabilities

NZ$1,242.7 millionNZ$1,101.0 million

Secured AssetsNZ$3,484.0 millionNZ$3,231.2 million

The figures above under the heading “30 September 2022”

are based on the Group’s half-year financial statements

prepared as at 30 September 2022, which have been the

subject of a review by an independent auditor pursuant to

the External Reporting Board’s New Zealand Standards on

Review Engagement 2410 (Revised).

The figures above under the heading “30 September 2022

adjusted” update the 30 September 2022 figures to take

into account more recent information, namely:

• the Group’s secured liabilities figure is based on the

Group’s unaudited management accounts as at 31

January 2023 (being the most recent management

accounts available as at the date of this PDS); and

• the Secured Assets figure is based on the 30 September

2022 Secured Assets figure, but adjusted to reflect the

March 2023 Draft Valuations (which exclude assets that

have been sold since 30 September 2022).

The figures in the above table have not been adjusted to

reflect any changes resulting from the issue of the Green

Bonds. The issue of the Green Bonds does not impact on

the amount of the Group’s secured liabilities or Secured

Assets as the proceeds of the Green Bonds will be used to

repay existing bank debt of the Group, which ranks equally

with the Green Bonds.

Guarantees

The Guarantors are Kiwi Property and certain of its wholly

owned subsidiaries that are party to the GSD. Each

Guarantor is a member of the Group. As at the date of

this PDS, the guaranteeing subsidiaries are Kiwi Property

Holdings Limited, Sylvia Park Business Centre Limited, Kiwi

Property Te Awa Limited, Kiwi Property Centre Place Limited,

Kiwi Property Holdings No. 2 Limited, Kiwi Property Holdings

No. 3 Limited, Kiwi Property Holdings No. 4 Limited, Kiwi

Property Holdings No. 5 Limited and Kiwi Property Holdings

No. 7 Limited. The guaranteeing subsidiaries may change

from time to time.

5.3 Ranking and security (continued)

Kiwi Property
Product Disclosure Statement

16

No other members of the Group are guarantors of the

Green Bonds.

Under the Security Trust Deed, each Guarantor undertakes

that the total assets held by the Guaranteeing Group must

not be less than 90% of the total assets of the Group.

Under the GSD, each Guarantor:

• guarantees the due and punctual payment of all amounts

payable by Kiwi Property to Holders of the Green Bonds

on a joint and several basis; and

• also guarantees the due and punctual payment of all

amounts payable by the Group to the other Beneficiaries

on a joint and several basis.

There are no limits on the obligations of the Guarantors in

respect of the amounts owing under the guarantee.

The Guarantors’ obligations under the guarantee are

secured by security granted over all of their assets under

the GSD, together with Mortgages over substantially all of

the real property (being land and the buildings and other

fixtures on that land) owned by the Guaranteeing Group.

The Secured Assets of the Guarantors are sufficient and

are reasonably likely to be sufficient to:

• pay all amounts that may become owing under the

guarantee granted by the Guarantors in respect of their

obligations to the Beneficiaries; and

• pay all other secured liabilities that rank equally with or

in priority to each Guarantor’s obligations under that

guarantee.

Under the Security Trust Deed, a Guarantor may be released

from its obligations and liabilities as a Guarantor if, among

other things:

• all secured money owing by that Guarantor to the

Beneficiaries (other than contingently) has been repaid;

and

• it will not cause an Event of Default to occur under the

Green Bonds or an event of default to occur under any

of the Group’s other financing arrangements.

Events of Default

Your Green Bonds will only become repayable before the

Maturity Date if an “Event of Default” occurs.

The Events of Default are set out in the Trust Deed. In

summary, they include:

• Kiwi Property failing to pay any Principal Amount or

interest due on the Green Bonds;

• Kiwi Property failing to comply with any of its other

material obligations under the Trust Deed;

• a Guarantor failing to comply with any of its material

obligations under the guarantee under the GSD;

• Kiwi Property making a material misrepresentation under

the Trust Deed;

• a Guarantor making a material misrepresentation under

the guarantee under the GSD;

• the guarantee under the GSD being terminated or

amended or waived in a manner materially adverse to the

interests of the Holders;

• an insolvency event occurring in relation to Kiwi Property

or a Guarantor;

• Kiwi Property or a Guarantor having to repay more than

NZ$10 million (in total) of other indebtedness before its

due date because of a default; or

• the gearing ratio in the Trust Deed being breached and

not remedied within the grace periods set out in the

Trust Deed. The gearing ratio and grace periods are

described below under “Restrictions on creating further

secured liabilities”.

This summary does not list all of the Events of Default or

provide full details of the Events of Default. For example, in

some cases, the Events of Default are subject to thresholds

or allow grace periods for the event to be remedied. See

clause 12.1 of the Trust Deed for full details of the Events

of Default.

If an Event of Default occurs, the Supervisor will declare

that the Green Bonds are immediately due and payable if:

• the Supervisor exercises its discretion to do this; or

• a Major Event of Default occurs. A “Major Event of

Default” occurs if, in summary:

–Kiwi Property fails to pay any Principal Amount or

interest due on the Green Bonds (subject to applicable

grace periods); or

–the gearing ratio in the Trust Deed is breached and not

remedied within the grace periods set out in the Trust

Deed; or

• the Supervisor is directed to do this by a Special

Resolution.

If the Supervisor declares that the Green Bonds are

immediately due and payable, Kiwi Property will need

to repay you the Principal Amount of your Green Bonds,

together with accrued but unpaid interest to the date of

repayment.

Security Trust Deed

The Security Trustee holds the guarantee, the security

granted under the GSD and the Mortgages for the benefit

of all of the Beneficiaries and they can only be enforced in

accordance with the Security Trust Deed. The Supervisor

represents the Holders in relation to the Security Trust

Deed (that is, individual Holders do not participate in the

administration of the Security Trust Deed).

In summary:

• If an event of default occurs under any of the secured

liabilities (for example, an Event of Default under the

Trust Deed) and the affected Beneficiary (or their

representative) wishes to enforce the security, the

affected Beneficiary (or their representative) must notify

the Security Trustee and the other Beneficiaries (or their

representatives). To enforce the security, all Beneficiaries

must first be consulted.

• Where Beneficiaries are unable to agree following a

consultation, the “Majority Beneficiaries” (in summary,

Beneficiaries who have secured money owing to them

that in aggregate equal more than 50% of the secured

money owing to all Beneficiaries) have rights to direct the

Security Trustee to enforce the security.

In the absence of direction from all Beneficiaries or the

Majority Beneficiaries, the Security Trustee may act (or

refrain from taking action) as it considers to be in the best

interests of the Beneficiaries.

5.3 Ranking and security (continued)

Kiwi Property
Product Disclosure Statement

17

The Security Trust Deed contains a number of other

important terms. These terms include:

• the rule that Holders may only enforce their rights under

the Security Trust Deed through the Supervisor;

• the rule that the Supervisor may only enforce the

guarantee and security given by each Guarantor through

the Security Trustee;

• rules relating to distributing the proceeds on enforcement

received by the Security Trustee;

• rules relating to how amendments, waivers and consents

can be made or given under the Security Trust Deed, the

GSD and the Mortgages; and

• the powers and duties of the Security Trustee.

Restrictions on creating further secured liabilities

The Group can, at any time after the Issue Date, create

further liabilities that rank equally with or in priority to

the Green Bonds. These liabilities could, for example, be

other secured bonds or additional bank debt. However,

there are covenants in the Trust Deed, the Security Trust

Deed and Kiwi Property’s other financing documents that

have the effect of restricting the Group’s ability to create

further liabilities that rank equally with or in priority to the

Green Bonds.

Where those covenants are set out in Kiwi Property’s other

financing documents, those covenants are not terms of the

Green Bonds so you do not have the benefit of these. They

may also be amended or waived by the relevant financiers

or Security Trustee, or expire if those financing documents

terminate before the Maturity Date.

Gearing ratio in the Trust Deed

The Trust Deed contains a gearing ratio that requires Kiwi

Property to ensure that, for so long as the Green Bonds are

outstanding, finance debt of the Group does not exceed

50% of the total tangible assets of the Group. Finance debt

of the Group includes bonds issued by the Group, bank debt

incurred by the Group and other indebtedness of the Group,

in each case other than subordinated debt. This ratio limits

the ability of the Group to borrow money.

The maximum gearing ratio that applies to the Green Bonds

(being 50%) is higher than the maximum gearing ratio that

applies to Kiwi Property’s Existing Bonds. For the Existing

Bonds, the maximum gearing ratio is 45%. The Supplemental

Trust Deed amends the maximum gearing ratio in the Master

Trust Deed in respect of the Green Bonds to 50%. Kiwi

Property has made this amendment because it considers

that a gearing ratio of 50% is generally consistent with

the approach adopted by a number of other comparable

listed property companies in the New Zealand market.

Kiwi Property intends that a maximum gearing ratio of 50%

will also apply to any future senior secured bonds issued

by the Group.

If the gearing ratio is breached under the Trust Deed, this

must be remedied within six months of the time that the

non-compliance is required to be reported to the Supervisor

based on Kiwi Property’s and the Group’s half-yearly reports.

If the breach is not remedied after that six month period,

Kiwi Property must notify the Supervisor and all Holders of

the breach within 20 Business Days, together with its plan to

remedy the breach. If the breach is not remedied within six

months of the time this notice was required to be delivered,

an Event of Default will occur. A breach of the gearing ratio

in respect of the Existing Bonds will not constitute an Event

of Default under the Green Bonds unless that breach also

exceeds the maximum gearing ratio that applies to the

Green Bonds (being 50%).

As at 30 September 2022, the gearing ratio was 35.7%.

The gearing ratio would be 34.1% based on the Group’s

finance debt as at 31 January 2023 (being the date of the

most recent unaudited management accounts available as

at the date of this PDS) and with the Group’s total tangible

assets as at 30 September 2022 adjusted to reflect the

March 2023 Draft Valuations (which exclude assets that

have been sold since 30 September 2022).

Promise to not grant security under the

Security Trust Deed

The Guarantors have also agreed, under the Security Trust

Deed, not to create or allow to exist any other security over

their assets other than certain permitted security. Permitted

security includes, among others, security securing amounts

that do not exceed 5% of the Group’s total tangible assets.

Other restrictions on the Group

The terms of Kiwi Property’s bank facility documents also

contain covenants that limit the ability of the Group to

create further security or liabilities that rank equally with

or in priority to the Green Bonds.

These covenants include:

• a gearing ratio similar to the gearing ratio in the Master

Trust Deed that applies to the Existing Bonds (described

under “Gearing ratio in the Trust Deed” above) but which

will increase to 50% once Kiwi Property no longer has

any senior secured bonds with a maximum gearing ratio

of 45%;

• a general restriction on creating other security, subject

to certain exceptions similar to those described under

“Promise to not grant security under the Security Trust

Deed” above; and

• a net rental income ratio, which measures the ratio of

the Group’s net rental income to its net interest expense

in any 12-month period.

5.4 Other relevant information about the

Trust Deed

The Trust Deed also contains a number of standard

provisions, including terms relating to:

• the powers and duties of the Supervisor; and

• the process for amending the Trust Deed.

Kiwi Property and the Supervisor are able to amend the

Trust Deed without the approval of Holders if the Supervisor

is satisfied that the amendment does not have a material

adverse effect on the Holders. The Trust Deed may also

be amended if the amendment is approved by a Special

Resolution.

Amendments made in accordance with the terms of the

Trust Deed are binding on you even if you did not agree

to them.

You can find a copy of the Trust Deed on the Disclose

register. You should read the Trust Deed for more

information.


5.3 Ranking and security (continued)

Kiwi Property
Product Disclosure Statement

18

6. Risks of investing

6.1 Introduction

This Section 6 describes the following potential risks

associated with an investment in the Green Bonds:

• general risks of investing in the Green Bonds; and

• significant specific risks relating to Kiwi Property’s

creditworthiness.

Kiwi Property’s ability to pay interest on, and repay, the

Green Bonds is highly dependent on the rental income

received by its subsidiaries, which hold all the real properties

of the Group. Kiwi Property’s obligations under the Green

Bonds are supported by the guarantees and security

granted by the Guarantors.

These factors mean the Group’s creditworthiness is directly

relevant to Kiwi Property’s ability to pay interest on, and

repay, the Green Bonds and this Section 6 therefore also

describes significant specific risks relating to the Group’s

creditworthiness.

The selection of risks relating to Kiwi Property’s and the

Group’s creditworthiness has been based on an assessment

of a combination of the probability of a risk occurring and

the impact of the risk if it did occur. The assessment is

based on Kiwi Property’s business as at the date of this PDS.

You should carefully consider these risk factors (together

with the other information in this PDS) before deciding to

invest in the Green Bonds.

This Section 6 does not cover all of the risks of investing in

the Green Bonds. Additional risks that Kiwi Property is not

aware of, or that it currently considers are not material, may

also become important risk factors over time.

The statement of risks in this Section 6 does not take

account of your personal circumstances, financial position

or investment requirements. Before making any investment

decision, you should consider the suitability of an

investment in the Green Bonds in light of your individual risk

profile for investments, investment objectives and personal

circumstances (including financial and taxation issues) and

consult your financial advice provider.

6.2 General risks

An investment in the Green Bonds is subject to the following

general risks:

The risk that Kiwi Property or the Group

encounters financial difficulty which has an

adverse effect on your investment

If Kiwi Property, one or more Guarantors or the Group

encounters financial difficulty, this may in turn:

• adversely affect the market price and liquidity of your

Green Bonds; and/or

• result in Kiwi Property not paying interest or repaying

your Green Bonds when due.

If Kiwi Property becomes insolvent and the Guarantors are

unable to meet their obligations under the guarantee and

security under the GSD, you may lose all or some of your

investment.

Market risks associated with the Green Bonds

The market price of the Green Bonds may fluctuate

up or down and the Green Bonds may trade below their

Principal Amount

The market price of the Green Bonds on the NZX Debt

Market may fluctuate due to various factors, including

liquidity and changes in interest rates, Kiwi Property’s

financial position, Kiwi Property’s credit rating or the credit

rating of the Green Bonds.

The Interest Rate on the Green Bonds will be fixed for the

term of the Green Bonds, but if, for example, market interest

rates go up, the Interest Rate may become less attractive

compared to returns on other investments during the term

of the Green Bonds.

The Green Bonds may trade at a market price below

their Principal Amount. If you sell your Green Bonds at a

time when the market price of the Green Bonds is lower

than the Principal Amount, you will lose some of the money

you invested.

Kiwi Property
Product Disclosure Statement

19

The liquidity of the Green Bonds may be low

The market for the Green Bonds may not be liquid and may

be less liquid than that of other securities issued by Kiwi

Property or comparable securities issued by other issuers.

If liquidity is low, you may not be able to sell your Green

Bonds at an acceptable price, or at all.

The Green Bonds may cease to be labelled as “green”

If Kiwi Property fails to comply with the Sustainable Debt

Framework or the relevant market standards described in

the Sustainable Debt Framework (including the Green Bond

Principles) or if the Green Bonds cease to satisfy the Green

Bond Principles, the Green Bonds may cease to be labelled

as “green”.

In addition, if market practices, standards, principles,

guidelines or regulations develop in a way that the Green

Bonds are not consistent with, the Green Bonds may cease

to be labelled as “green”.

In these circumstances, Holders that invested in Green

Bonds on the basis of the “green” label or compliance with

the Green Bond Principles may consider that the Green

Bonds no longer align with their intentions or requirements.

If the Green Bonds cease to be labelled as “green”, you may

not be able to sell your Green Bonds at an acceptable price,

or at all.

6.3 Specific risks relating to Kiwi Property’s

creditworthiness

Kiwi Property and the Group are exposed to a number of

risks that may affect their business and therefore their

financial performance and creditworthiness. The most

significant risks relating to Kiwi Property and the Group’s

creditworthiness are set out below.

Changes affecting the valuation of the Group’s

real properties and the income derived from

those properties

Kiwi Property is subject to the prevailing property market

conditions in New Zealand, and in particular Auckland,

where a significant portion of the Group’s real properties are

located. The Group also has concentrated exposure to large

individual real properties or sites, such as Sylvia Park and the

Vero Centre.

The Group’s primary source of revenue is rental income.

Adverse changes in property market conditions could have

a negative impact on market rental returns from, and the

market value of, the Group’s real properties. If significant

and/or sustained, this could have a material negative impact

on the Group’s financial performance and creditworthiness,

and may result in the Group needing to sell real properties in

unfavourable market conditions.

Adverse changes in the property market could arise from a

number of factors, including in relation to Kiwi Property:

• changes in general economic or credit conditions which

affect occupancy demands, particularly in Auckland

where a significant portion of the Group’s real properties

are located;

• changes in specific occupancy demands for one or more

of the Group’s large real properties or sites (such as Sylvia

Park or the Vero Centre);

• changes in business conditions leading to the bankruptcy,

liquidation or closure of one or more of the Group’s major

tenants. As at 30 September 2022, Kiwi Property’s top

10 major tenants made up approximately 30.8% of Kiwi

Property’s gross rental income; and

• the seismic resilience rating of the Group’s real properties,

and tenants’ perceptions of their adequacy (which

could affect the attractiveness and likely rent payable

in connection with those real properties). In particular,

changes in the way compliance with building standards

is assessed may result in material capital expenditure to

strengthen buildings.

An adverse change in the property market is largely out of

Kiwi Property’s control. However, Kiwi Property attempts

to manage this risk by owning and investing in a diversified

property portfolio, maintaining strong relationships with

tenants and actively managing the Group’s real properties

to retain tenants long-term.

Natural disaster and insurance risks

If a natural disaster (for example, an earthquake or

major weather event) occurred, particularly in Auckland,

a significant portion of the Group’s real properties could

be adversely impacted, and the Group’s business may be

materially interrupted for a prolonged period.

While the Group has comprehensive material damage and

business interruption insurance, in the event of a natural

disaster, there is a risk that:

• the insurance proceeds may not cover all of the resulting

losses and costs;

• the insurance claims may be disputed; and/or

• the natural disaster makes subsequent insurance cover

difficult or costly to obtain or unobtainable.

There is also no guarantee that all material damage

and business interruption claims would be recovered

from insurers.

The impact of a natural disaster and the associated risks

could have a material negative impact on the Group’s

financial performance and creditworthiness.

Seismic assessment and seismic

remediation risks

The process undertaken and standards which are applied

in building seismic assessments evolve over time as

the engineering profession’s understanding of seismic

events develops. This means that the outcome of seismic

assessments may be subject to change over time. Changes

to seismic standards (or the interpretation and application

of existing seismic standards) could result in buildings no

longer meeting the minimum seismic standards required

by law, or deemed appropriate by the Group and/or

prospective tenants, which could negatively impact demand

from tenants, reduce the market value of the affected real

properties, decrease revenue and require the Group to

undertake further seismic remediation works. If significant

and/or sustained, this could have a material negative impact

on the Group’s financial performance and creditworthiness.

The Group attempts to manage this risk by maintaining a

seismic assessment and remediation programme which

includes obtaining engineering advice on any changes to

seismic assessment processes and standards.

6.2 General risks (continued)

Kiwi Property
Product Disclosure Statement

20

Funding risks

As a real estate owner, the Group is reliant on external

debt funding to fund its business, including to finance

developments and other capital expenditure. The availability

of external debt funding depends on several factors which

may be out of the Group’s control, such as economic

conditions, regulations that affect the availability and cost

of funding real estate businesses and lenders’ perception

of the Group’s creditworthiness.

The Group attempts to manage this risk by diversifying its

sources of debt funding. However, diversification cannot

eliminate this risk.

If the Group is unable to maintain sufficient debt funding

or refinance existing debt as and when required, it may

be forced to sell real properties in unfavourable market

conditions to finance its business or repay that debt, which

could have a material negative impact on the Group’s

financial performance and creditworthiness.

Development risks

Development of real properties is an important part of

the Group’s business. As at the date of this PDS, the Group

had NZ$147 million of development work in progress.

The Group’s development programme relies on the Group’s

ability to acquire suitable sites for development (where

an existing site is not being developed) and complete

developments on time and within the budgeted cost.

The Group’s acquisition and development pipeline requires

access to sufficient capital, both equity and external debt

funding, to finance the acquisition and development costs.

When undertaking a development, the risks that the

Group may face include industrial disputes, inclement

weather, labour and materials supply shortages, health

and safety issues, escalating construction costs, design and

construction difficulties, delays or default by a construction

contractor, the inability to contract with construction

contractors on the terms anticipated, including as to cost

and timeframe and the existence of latent liabilities, such

as asbestos or other hazardous materials. If the Group is

unable to complete a development on time, the Group

may incur additional costs, be exposed to counterparty

claims and suffer a loss of rental income. If significant, these

circumstances could have a material negative impact on

the Group’s financial performance and creditworthiness.

Kiwi Property attempts to mitigate these risks by

designing and adopting robust development planning

and implementation measures.

6.3 Specific risks relating to Kiwi Property’s

creditworthiness (continued)

Kiwi Property
Product Disclosure Statement

21

7. Ta x

The returns on the Green Bonds will be affected by taxes.

The information in this Section 7 and in Section 8 of this PDS

(Tax consequences for overseas Holders) is based on the

law in force at the date of this PDS and does not constitute

tax advice to any Holder, is general in nature and is limited

to New Zealand taxation only. Future changes to tax laws

or other laws may affect the tax consequences of an

investment in Green Bonds.

If you are a New Zealand tax resident or otherwise receive

payments of interest on the Green Bonds that are subject

to the New Zealand resident withholding tax (RWT) rules,

RWT will be deducted from payments of interest to you

at the relevant rate unless evidence of your RWT-exempt

status (as defined in the Income Tax Act 2007) has been

provided to the Registrar on or before the record date for

the relevant payment date.

There may be other tax consequences for Holders from

acquiring or disposing of the Green Bonds, including under

the financial arrangements rules in the Income Tax Act 2007.

If you have any questions regarding the tax consequences

of investing in the Green Bonds you should seek advice from

a tax adviser.

8. Ta x

consequences

for overseas

Holders

If you receive payments of interest on the Green Bonds that

are subject to the New Zealand non-resident withholding

tax (NRWT) rules, an amount equal to any NRWT or approved

issuer levy (AIL) payable (as applicable) will be deducted

from payments of interest to you. Future changes to tax

laws or other laws may affect the tax consequences of an

investment in Green Bonds.

Except where you elect otherwise and Kiwi Property agrees,

or it is not possible under any law, Kiwi Property intends to

apply the AIL regime in order to reduce the rate of NRWT to

zero percent. In certain cases, AIL cannot be paid to reduce

the rate of NRWT to zero percent, for example, where a

Holder holds the Green Bonds jointly with a New Zealand tax

resident. If the AIL regime changes, Kiwi Property reserves

the right not to pay AIL.

Overseas Holders may be subject to tax in their own

jurisdiction.

If you have any questions regarding the tax consequences

of investing in the Green Bonds you should seek advice from

a tax adviser.

Kiwi Property
Product Disclosure Statement

22

9. Selling restrictions

and indemnity

Kiwi Property has not taken and will not take any action

which would permit a public offering of Green Bonds, or

possession or distribution of any offering material in respect

of the Green Bonds, in any country or jurisdiction where

action for that purpose is required (other than New Zealand).

9.1 Initial selling restrictions

If sold in New Zealand, 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 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 applicable

selling restrictions set out in this Section 9.1. This PDS and

any offering material or any documents in connection

with the Green Bonds 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 applicable selling restrictions set out in this Section

9.1. For the avoidance of doubt, the selling restrictions set

out in this Section 9.1 apply only in respect of the Offer.

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)). No person may engage in any directed selling efforts

(as defined in Regulation S) in relation to the Green Bonds,

and persons must comply with the offering restrictions in

Regulation S.

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, as determined and certified

by the Joint Lead Managers. 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:

“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 (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. Terms used above

have the meaning given to them by Regulation S.”

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 PDS 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

relevant Joint Lead Manager and/or Joint Lead Managers

nominated by Kiwi Property 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 Kiwi Property or any 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 PDS in relation thereto to the public in the United

Kingdom except that an offer of Green Bonds to the public

in the United Kingdom may be made:

(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 relevant Joint Lead

Manager and/or Joint Lead Managers nominated by Kiwi

Property 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 Kiwi Property or any Joint Lead Manager to publish

a prospectus pursuant to section 85 of the FSMA or

supplement a prospectus pursuant to Article 23 of the UK

Prospectus Regulation.

Kiwi Property
Product Disclosure Statement

23

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 Kiwi Property.

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 must be

complied with.

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 FIEA) 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 FIEA. A Japanese

Person who transfers the Green Bonds shall not transfer or

resell the Green Bonds in Japan or to a Japanese person

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.

Singapore

Each Joint Lead Manager has acknowledged that this

PDS has not been registered as a prospectus with the

Monetary Authority of Singapore. Accordingly, each Joint

Lead Manager has represented, warranted and agreed that

it has not offered or sold any Green Bonds or caused the

Green Bonds to be made the subject of an invitation for

subscription or purchase and will not offer or sell any Green

Bonds or cause the Green Bonds to be made the subject

of an invitation for subscription or purchase, and has not

circulated or distributed, nor will it circulate or distribute,

this PDS or any other document or material in connection

with the offer or sale, or invitation for subscription or

purchase, of the Green Bonds, whether directly or indirectly,

to any person in Singapore other than:

(a) to an institutional investor (as defined in Section 4A

of the Securities and Futures Act 2001 (Singapore), as

modified or amended from time to time (SFA) pursuant

to 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.

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.

9.1 Initial selling restrictions (continued)

Kiwi Property
Product Disclosure Statement

24

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, 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, this PDS, any 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 Chapter 7 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 (including, without limitation, the licensing

requirements set out in Chapter 7 of the Corporations

Act); and

(iv) such action does not require any document to be lodged

with ASIC or any other regulatory authority in Australia.

By applying for the Green Bonds under the Offer, each

person to whom the Green Bonds are issued (an Investor):

(a) will be deemed by Kiwi Property and each Joint Lead

Manager to have acknowledged that if the 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 Kiwi Property and each Joint Lead

Manager 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 the Green Bonds.

This PDS is not, and under no circumstances is to be

construed as, an advertisement or public offering of any

Green Bonds in Australia.

9.1 Initial selling restrictions (continued)9.2 General selling restrictions

The Green Bonds may only be offered for sale or sold in

compliance with all applicable laws and regulations in

any country or jurisdiction in which they are offered, sold

or delivered. This PDS and any offering material or any

documents in connection with the Green Bonds may only

be published, delivered or distributed in or from any country

or jurisdiction under circumstances which will result in

compliance with all applicable laws and regulations in that

country or jurisdiction.

9.3 Indemnity

By subscribing for Green Bonds, you agree to comply with

the selling restrictions set out in this Section 9 and to

indemnify Kiwi Property, the Supervisor, the Arranger, the

Green Bond Co-ordinator and the Joint Lead Managers for

any loss suffered as a result of you breaching the selling

restrictions set out in this Section 9.

Kiwi Property
Product Disclosure Statement

25

10. Who is involved?

NameRole

IssuerKiwi Property Group LimitedIssuer of the Green Bonds

SupervisorPublic TrustHolds certain covenants on trust for the benefit

of the Holders, including the right to enforce

Kiwi Property’s obligations under the Green Bonds

Security TrusteeNew Zealand Permanent Trustees

Limited

Holds the guarantees and security under the

GSD and the Mortgages for the benefit of the

Beneficiaries (including the Holders)

Arranger ANZ Bank New Zealand LimitedProvides assistance to Kiwi Property with arranging

the Offer and organising the Bookbuild

Joint Lead ManagersANZ Bank New Zealand Limited,

Commonwealth Bank of Australia,

Craigs Investment Partners Limited,

and Forsyth Barr Limited

Assist with the Bookbuild and the marketing and

distribution of the Green Bonds

RegistrarLink Market Services Limited Maintains the Register

Solicitors to Kiwi Property Russell McVeaghProvide legal advice to Kiwi Property in respect

of the Offer

Solicitors to the SupervisorDentons Kensington SwanProvide legal advice to the Supervisor in respect

of the Offer

Green Bond limited

assurance provider

Ernst & Young LimitedUndertakes an annual independent review of the

use of proceeds report against the Green Bond

Principles and provides a limited assurance report

Green Bond Co-ordinatorANZ Bank New Zealand LimitedProvides assistance to Kiwi Property with

structuring the “green” aspects of the Green Bonds

Except as described above, the Arranger, the Green Bond Co-ordinator and the Joint Lead Managers are not otherwise involved in

the Offer. None of the Arranger, the Green Bond Co-ordinator, the Joint Lead Managers and their respective directors, employees,

agents and advisers have independently verified the content of this PDS. This PDS does not constitute financial advice or a

recommendation from the Arranger, the Green Bond Co-ordinator, 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 Kiwi Property before deciding whether to invest in the Green Bonds.

Kiwi Property
Product Disclosure Statement

26

11. How to

complain

Complaints about the Green Bonds

If you have any problems or concerns about the

Green Bonds, contact Kiwi Property’s Investor Relations

via the contact details set out in Section 14 of this PDS

(Contact information), outlining your problems or concerns,

and Kiwi Property will endeavour to resolve the issues.

You may also direct any complaints about the Green Bonds

to the Supervisor at the contact details below:

Public Trust

SAP Tower

Level 16

151 Queen Street

Auckland 1010

Phone: 0800 371 471

Attention: Manager Client Services,

Corporate Trustee Services

The Supervisor is a member of an external, independent

dispute resolution scheme operated by Financial

Services Complaints Limited (FSCL), which is an approved

dispute resolution scheme. If the Supervisor has not been

able to resolve your issue, you can refer the matter to

FSCL by emailing complaints@fscl.org.nz, calling FSCL on

0800 347 257, or contacting the Complaint Investigation

Officer, Financial Services Complaints Limited, Level 4,

Legal House, 101 Lambton Quay, Wellington 6011. The scheme

will not charge a fee to any complainant to investigate or

resolve a complaint.

12. Where you

can find more

information

Disclose register

Further information relating to Kiwi Property, the Group and

the Green Bonds is available free of charge on the online

Disclose register maintained by the Companies Office. The

Disclose register can be accessed at www.disclose-register.

companiesoffice.govt.nz (search offer number OFR13493).

A copy of the information on the Disclose register is also

available on request to the Registrar of Financial Service

Providers at registrar@fspr.govt.nz.

The information contained on the Disclose register includes

copies of the Trust Deed, the GSD, the Security Trust Deed,

the terms of the Mortgages and the Sustainable Debt

Framework.

Information about Kiwi Property and the Group

Kiwi Property has existing debt and equity securities

quoted on the NZX and, accordingly, is subject to

continuous disclosure obligations under the NZX Listing

Rules. Copies of announcements and other documents

disclosed via NZX can be obtained free of charge from

www.nzx.com/companies/KPG.

The Sustainable Debt Framework and any updated

Sustainable Debt Framework will be available free of charge

on Kiwi Property’s website, kiwiproperty.com/corporate/

investor-centre/sustainable-debt-framework/.

Kiwi Property
Product Disclosure Statement

27

13. How

to apply

There is no public pool for the Green Bonds. All of the

Green Bonds (including any oversubscriptions) will be

reserved for subscription by clients of the Joint Lead

Managers, Primary Market Participants and other approved

financial intermediaries invited to participate in the

Bookbuild. This means that you can only apply for Green

Bonds through a Joint Lead Manager, Primary Market

Participant or approved financial intermediary who has

obtained Green Bonds in the Bookbuild.

You can find a Primary Market Participant by

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

The Joint Lead Manager, Primary Market Participant or

approved financial intermediary will:

• provide you with a copy of this PDS (if you have not

already received a copy);

• explain what you need to do to apply for the Green Bonds;

and

• explain what payments need to be made by you

(and by when).

The Joint Lead Manager, Primary Market Participant or

approved financial intermediary can also explain what

arrangements will need to be put in place for you to trade

the Green Bonds (including obtaining a CSN, an authorisation

code and opening an account with a Primary Market

Participant) as well as the costs and timeframes for putting

such arrangements in place.

14. Contact

information

Issuer

Kiwi Property Group Limited

Level 7, Vero Centre

48 Shortland Street

Auckland 1010

Telephone: +64 9 359 4000

Email: info@kp.co.nz

Registrar

Link Market Services Limited

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

Toll Free: 0800 377 388

Telephone: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Arranger, Green Bond Co-ordinator

and Joint Lead Manager

ANZ Bank New Zealand Limited

ANZ Centre

Ground Floor

23-29 Albert Street

Auckland 1010

Telephone: 0800 269 476

Other Joint Lead Managers

Commonwealth Bank of Australia

(ABN 48 123 123 124)

(acting through its New Zealand branch)

ASB North Wharf

12 Jellicoe Street

Auckland 1010

Telephone: 0800 272 266

Craigs Investment Partners Limited

Level 36, Vero Centre

48 Shortland Street

Auckland 1010

Telephone: 0800 226 263

Forsyth Barr Limited

Level 23, Shortland & Fort

88 Shortland Street

Auckland 1010

Telephone: 0800 367 227

Kiwi Property
Product Disclosure Statement

28

15. Glossary

ArrangerANZ Bank New Zealand Limited

Base Ratethe semi-annual 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 Arranger in

consultation with Kiwi Property, according to market convention, with reference to

Bloomberg page ‘ICNZ4’ (or any successor page) on the Rate Set Date (rounded to

2 decimal places, if necessary, with 0.005 being rounded up)

Beneficiariesat any time, the persons who are “Beneficiaries” under the Security Trust Deed. As at

the date of this PDS, the Beneficiaries are the Holders (in relation to the Green Bonds),

the holders of the Existing Bonds, the Supervisor, the Group’s bank facility lenders and

hedging providers and the Security Trustee (on its own account and as security trustee

under the Security Trust Deed)

Bookbuildthe process conducted after the closing of the Offer whereby certain approved

financial intermediaries lodge bids for Green Bonds and, on the basis of those bids,

Kiwi Property (in consultation with the Joint Lead Managers) determines the Margin and

allocations of the Green Bonds

Business Daya day (other than a Saturday or Sunday) on which registered banks are generally open

for business in Wellington and Auckland

Closing Datethe “Closing Date” specified in Section 2 of this PDS (Key dates and Offer process)

Disclose register

the online offer register maintained by the Companies Office and the Registrar

of Financial Service Providers known as “Disclose”, which can be accessed at

www.disclose-register.companiesoffice.govt.nz

Eligible Projectsbuildings that meet the eligibility criteria outlined in the Sustainable Debt Framework,

as described in Section 5.2 of this PDS (Green Bond Principles and the Sustainable Debt

Framework)

Event of Defaulteach event set out in clause 12.1 of the Trust Deed, some of which are summarised under

“Events of Default” in Section 5.3 of this PDS (Ranking and security)

EYErnst & Young Limited

Green Bond Principlesthe Green Bond Principles dated June 2021 as published by the International Capital

Markets Association (as amended from time to time)

Green Bondsthe Green Bonds constituted and issued under the Trust Deed and offered under this

PDS

GroupKiwi Property and its subsidiaries

GSDthe global security deed dated 5 November 1998 between the Guarantors and the

Security Trustee (as amended from time to time)

Guarantors and

Guaranteeing Group

Guaranteeing Group means Kiwi Property and any wholly owned subsidiary of Kiwi

Property that is, or becomes, party to the GSD as a guarantor (unless it has been

released) and Guarantor means any one of them

As at the date of this PDS, Kiwi Property, Kiwi Property Holdings Limited, Sylvia Park

Business Centre Limited, Kiwi Property Te Awa Limited, Kiwi Property Centre Place

Limited, Kiwi Property Holdings No. 2 Limited, Kiwi Property Holdings No. 3 Limited, Kiwi

Property Holdings No. 4 Limited, Kiwi Property Holdings No. 5 Limited and Kiwi Property

Holdings No. 7 Limited are Guarantors

Holdera person whose name is entered in the Register as a holder of a Green Bond

Kiwi Property
Product Disclosure Statement

29

Interest Payment Datesthe “Interest Payment Dates” specified in Section 2 of this PDS (Key dates and Offer

process). If an Interest Payment Date is not a Business Day, Kiwi Property will make

payment on the next Business Day, but no adjustment will be made to the amount of

the interest payable

Interest Rateis described in Section 3.1 of this PDS (Description of the Green Bonds)

Issue Datethe “Issue Date” specified in Section 2 of this PDS (Key dates and Offer process)

Issue PriceNZ$1.00 per Green Bond

Joint Lead ManagersANZ Bank New Zealand Limited, Commonwealth Bank of Australia, Craigs Investment

Partners Limited and Forsyth Barr Limited

Kiwi PropertyKiwi Property Group Limited

Major Event of Defaultan Event of Default under clause 12.1(a)(i) or (ii) or clause 12.1(k) of the Trust Deed, as

summarised under “Events of Default” in Section 5.3 of this PDS (Ranking and security)

March 2023 Draft Valuations

the Group’s draft real property valuations for the financial year ending 31 March

2023 as disclosed by Kiwi Property via NZX on or about the date of this PDS, which can

be found at www.nzx.com/companies/KPG/announcements

The draft real property valuations have been determined by independent valuers

and are subject to finalisation and external review by Kiwi Property’s auditor. The final

valuations will be confirmed in Kiwi Property’s financial statements for the financial year

ending 31 March 2023, scheduled for release in May 2023

Marginthe rate (expressed as a percentage per annum) determined by Kiwi Property

(in consultation with the Joint Lead Managers) through the Bookbuild and announced

by Kiwi Property via NZX on or about the Rate Set Date

Master Trust Deedthe trust deed dated 30 June 2014 between Kiwi Property and the Supervisor

(as amended from time to time)

Maturity Datethe “Maturity Date” specified in Section 2 of this PDS (Key dates and Offer process)

Minimum Interest Ratethe minimum Interest Rate that may apply, as announced by Kiwi Property on or about

the Opening Date

Mortgagea first ranking registered mortgage granted by a Guarantor over real property

NZ$ New Zealand dollars

NZXNZX Limited

NZX Debt Marketthe debt market operated by NZX

NZX Listing Rulesthe listing rules of NZX (as amended, varied or waived from time to time)

Offerthe offer of Green Bonds made in this PDS

Opening Datethe “Opening Date” specified in Section 2 of this PDS (Key dates and Offer process)

PDSthis product disclosure statement

Primary Market Participanthas the meaning given in the NZX Participant Rules (as amended, varied or waived from

time to time)

Principal AmountNZ$1.00 per Green Bond

Rate Set Datethe “Rate Set Date” specified in Section 2 of this PDS (Key dates and Offer process)

Registerthe register in respect of the Green Bonds maintained by the Registrar

RegistrarLink Market Services Limited

S&PS&P Global Ratings Australia Pty Limited

Secured Assetsthe assets of the Guarantors that are subject to:

• the security granted under the GSD; and/or

• the Mortgages

Security Trust Deedthe security trust deed dated 30 June 2014 between, among others, Kiwi Property,

the Security Trustee and the Supervisor (as amended from time to time)

Security TrusteeNew Zealand Permanent Trustees Limited or such other security trustee as may be

appointed in accordance with the Security Trust Deed from time to time

Kiwi Property
Product Disclosure Statement

30

Selling Restrictions specific restrictions that apply to the Offer, as set out in Section 9 of this PDS (Selling

restrictions and indemnity)

Special Resolutiona resolution approved by holders holding bonds issued by Kiwi Property under the

Master Trust Deed with a principal amount of no less than 75% of the total principal

amount of the bonds held by those persons who are entitled to vote and who vote on

the question

Supervisor Public Trust or such other supervisor as may be appointed in accordance with the Trust

Deed from time to time

Supplemental Trust Deedthe deed dated on or about 6 March 2023 between Kiwi Property and the Supervisor

relating to the Green Bonds

Sustainable Debt Frameworkthe document entitled “Kiwi Property Sustainable Debt Framework” dated May 2022

(as amended from time to time)

Trust Deedthe Master Trust Deed as modified and supplemented by the Supplemental Trust Deed

---

Kiwi Property
Indicative Terms Sheet

1

Indicative

Terms Sheet

Indicative Terms Sheet for an

offer of 6.5-year fixed-rate

senior secured green bonds by

Kiwi Property Group Limited

Date: 6 March 2023

Arranger, Green Bond

Co-ordinator and

Joint Lead Manager:

Joint Lead

Managers:

Kiwi Property
Indicative Terms Sheet

2

Indicative Terms Sheet

dated 6 March 2023

This indicative terms sheet (Terms Sheet) sets out the key terms of the offer (Offer) by Kiwi Property Group Limited

(Kiwi Property) of up to NZ$100 million (with the ability to accept oversubscriptions of up to an additional NZ$25 million at

Kiwi Property’s discretion) of 6.5-year (maturing on 27 September 2029) fixed-rate senior secured green bonds (Green Bonds).

The product disclosure statement dated 6 March 2023 (PDS), which contains details of the Offer, is available at

www.kiwiproperty.com/corporate/green-bond or by contacting a Joint Lead Manager or your usual financial advice provider.

Investors must obtain the PDS before they decide to acquire any Green Bonds.

Capitalised terms used but not defined in this Terms Sheet have the meanings given to them in the PDS.

IssuerKiwi Property Group Limited.

GroupKiwi Property and each of its subsidiaries.

DescriptionFixed-rate senior secured green bonds of Kiwi Property.

Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to an additional

NZ$25 million at Kiwi Property’s discretion).

The Offer is not underwritten.

Issue Price and

Principal Amount

NZ$1.00 per Green Bond.

Term and Maturity Date6.5 years, maturing on 27 September 2029.

Opening Date Tuesday, 14 March 2023.

Closing Date11am on Friday, 17 March 2023.

Rate Set DateFriday, 17 March 2023.

Issue DateMonday, 27 March 2023.

Credit ratingsIssue Credit RatingKiwi Property

Credit Rating

S&P Global Ratings

Australia Pty Limited (S&P)

BBB+BBB (stable outlook)

The Green Bonds have a credit rating of BBB+ from S&P. S&P has also issued a BBB

(stable outlook) long-term credit rating for Kiwi Property.

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

The above ratings are current as at the date of this Terms Sheet and may be subject to

suspension, revision or withdrawal at any time by S&P.

Sustainable Debt Framework,

use of proceeds and Green

Bond Principles

Kiwi Property has developed and adopted its Sustainable Debt Framework to ensure that, as

at the date of the PDS, its processes for evaluating and selecting Eligible Projects and managing

and reporting on the use of the proceeds of the Green Bonds are consistent with the core

components of Green Bond Principles (June 2021).

In accordance with the Sustainable Debt Framework, Kiwi Property intends to notionally

allocate an amount equal to the proceeds of the Offer to finance or refinance its direct and

indirect investments in low carbon and energy efficient buildings that meet the eligibility

criteria set out in the Sustainable Debt Framework (being Eligible Projects). Consistent with this,

Kiwi Property will apply the net proceeds of the Offer to repay existing bank debt of the Group.

As at the date of the PDS, Kiwi Property intends to ensure that the aggregate value of the pool

of Eligible Projects is at least equal to the aggregate amount of all of its outstanding green

bonds (including the Green Bonds) and green loans.

The Sustainable Debt Framework provides for Kiwi Property to make annual use of proceeds

reporting, impact reporting, and any amendments to the Sustainable Debt Framework publicly

available. Kiwi Property intends to seek assurance from a limited assurance provider on an

annual basis in relation to its green debt (including the Green Bonds).

Kiwi Property
Indicative Terms Sheet

3

The Sustainable Debt Framework does not form part of the contractual terms of the Green

Bonds. If Kiwi Property fails to comply with the Sustainable Debt Framework or the relevant

market standards described in the Sustainable Debt Framework (including the Green Bond

Principles) or if the Green Bonds cease to satisfy the Green Bond Principles:

• this does not constitute an Event of Default or any other breach in relation to the

Green Bonds;

• there is no requirement on Kiwi Property to repay the Green Bonds early; and

• the Green Bonds may cease to be labelled as “green”.

This means there is no legal obligation for Kiwi Property to comply with the Sustainable Debt

Framework or the relevant market standards described in the Sustainable Debt Framework

(including the Green Bond Principles) on an ongoing basis.

Refer to the PDS for more information on Eligible Projects, the Sustainable Debt Framework

and the Green Bond Principles.

Interest RateThe Green Bonds will pay a fixed rate of interest until the Maturity Date.

The Interest Rate will be no lower than the Minimum Interest Rate. Kiwi Property will announce

the Minimum Interest Rate through NZX on or about the Opening Date.

The Interest Rate will be determined by Kiwi Property (in consultation with the Joint Lead

Managers) on the Rate Set Date (17 March 2023) following the Bookbuild and will be the

greater of:

• the Minimum Interest Rate; and

• the sum of the Base Rate plus the Margin.

The Interest Rate will be announced by Kiwi Property via NZX on or about the Rate Set Date.

The Interest Rate will not change during the term of the Green Bonds.

MarginKiwi Property will announce an indicative Margin range (which may be subject to change)

through NZX on or about the Opening Date.

The Margin (which may be within, above or below the indicative Margin range) is the rate

(expressed as a percentage rate per annum) determined by Kiwi Property (in consultation

with the Joint Lead Managers) following the Bookbuild. The Margin will be announced by Kiwi

Property via NZX on or about the Rate Set Date.

Base RateThe semi-annual 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 Arranger in consultation with

Kiwi Property, according to market convention, with reference to Bloomberg page ‘ICNZ4’

(or any successor page) on the Rate Set Date (rounded to 2 decimal places if necessary,

with 0.005 being rounded up).

Interest paymentsSemi-annually in arrear in equal payments.

Interest Payment DatesInterest is payable on each semi-annual Interest Payment Date, being 27 March and

27 September in each year during the Green Bonds, starting on 27 September 2023 and until

and including the Maturity Date.

If an Interest Payment Date is not a Business Day, Kiwi Property will make payment on the

next Business Day, but no adjustment will be made to the amount of the interest payable.

Entitlement to paymentsPayments of interest on the Green Bonds will be made to the persons who are the Holders as

at 5pm (New Zealand time) on the 10

th

calendar day before the relevant Interest Payment Date.

Payments of any other amount will be made to the persons who are the Holders as at 5pm

(New Zealand time) on the day determined by Kiwi Property and notified to NZX.

If such a day is not a Business Day, payments will be made to the persons who are the Holders

as at 5pm (New Zealand time) on the immediately preceding Business Day.

GuaranteeEach Guarantor guarantees the due and punctual payment of all amounts payable by

Kiwi Property in respect of the Green Bonds on a joint and several basis. There are no limits

on the obligations of the Guarantors in respect of the amounts owing under the guarantee.

Refer to the PDS for more information on these guarantees.

SecurityThe Green Bonds are secured by security granted by the Guarantors over all of their assets

under the GSD, together with registered Mortgages over substantially all of the real property

(being land and the buildings and other fixtures on that land) owned by the Guaranteeing

Group.

The security is granted in favour of the Security Trustee for the benefit of all of the Group’s

senior secured creditors (including Holders of the Green Bonds, holders of Kiwi Property’s

other senior secured bonds and the Group’s bank facility lenders and hedging providers) and

can only be enforced in accordance with the Security Trust Deed.

Refer to the PDS for more information about the security and the ranking of the Green Bonds

in a liquidation of Kiwi Property.

Kiwi Property
Indicative Terms Sheet

4

RankingIn an insolvency of Kiwi Property or a Guarantor, the claims of the senior secured creditors

(including Holders of the Green Bonds) will, by virtue of the security granted in favour of

the Security Trustee, rank ahead of all unsecured creditors of Kiwi Property or the relevant

Guarantor other than certain creditors preferred by law (for example, certain amounts payable

to the Inland Revenue).

Gearing ratioUnder the Trust Deed, Kiwi Property undertakes to ensure that, for so long as the Green Bonds

are outstanding, finance debt of the Group does not exceed 50% of the total tangible assets

of the Group.

Refer to the PDS for more information.

Further indebtedness and

other covenants

The Group can create further liabilities (including by issuing new secured bonds and by

incurring additional bank debt) without the consent of Holders. However, there are covenants

in the Trust Deed and other documents that have the effect of restricting the Group’s ability

to create further liabilities that rank equally with or in priority to the Green Bonds.

Refer to the PDS for more information.

No early repaymentKiwi Property must repay all of the Green Bonds on the Maturity Date (27 September 2029).

Kiwi Property has no right to repay your Green Bonds before the Maturity Date. Similarly, you

have no right to require that your Green Bonds be repaid before the Maturity Date unless an

Event of Default has occurred.

Business DaysA day (other than a Saturday or Sunday) on which registered banks are generally open for

business in Wellington and Auckland.

Minimum application amountNZ$5,000 with multiples of NZ$1,000 thereafter.

TransfersYou may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate Principal

Amount and after any transfer you and the transferee must each hold Green Bonds with

an aggregate Principal Amount of at least NZ$5,000 (or no Green Bonds).

ISINNZKPGD0060L2.

NZX Debt Market QuotationKiwi Property intends to quote the Green Bonds on the NZX Debt Market. NZX ticker code

KPG060 has been reserved for the Green Bonds.

NZX takes no responsibility for the content of this Terms Sheet. NZX is a licensed market

operator and the NZX Debt Market is a licensed market under the Financial Markets Conduct

Act 2013.

Expected Date of Initial

Quotation and Trading on

NZX Debt Market

28 March 2023.

Who may apply for Green

Bonds

There is no public pool for the Green Bonds. All of the Green Bonds (including any

oversubscriptions) will be reserved for subscription by clients of the Joint Lead Managers,

Primary Market Participants and other approved financial intermediaries invited to participate

in the Bookbuild. This means that you can only apply for Green Bonds through a Joint Lead

Manager, Primary Market Participant or approved financial intermediary who has obtained an

allocation of Green Bonds in the Bookbuild.

You can find a Primary Market Participant by visiting www.nzx.com/investing/find-a-participant.

SupervisorPublic Trust.

Security TrusteeNew Zealand Permanent Trustees Limited.

RegistrarLink Market Services Limited.

Arranger and Green Bond

Co-ordinator

ANZ Bank New Zealand Limited.

Joint Lead ManagersANZ Bank New Zealand Limited, Commonwealth Bank of Australia (ABN 48 123 123 124) (acting

through its New Zealand branch), Craigs Investment Partners Limited and Forsyth Barr Limited.

Governing lawNew Zealand.

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 (Singapore), as modified or amended from time to time (SFA),

Kiwi Property 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 (Singapore)).

Kiwi Property
Indicative Terms Sheet

5

Selling restrictionsKiwi Property has not taken and will not take any action which would permit a public

offering of Green Bonds, or possession or distribution of any offering material in respect of the

Green Bonds, in any country or jurisdiction where action for that purpose is required (other

than New Zealand).

Part A - Initial selling restrictions

If sold in New Zealand, 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 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 applicable selling restrictions set out

in this section headed “Part A - Initial selling restrictions”. The PDS, this Terms Sheet and any

offering material or any documents in connection with the Green Bonds 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 applicable selling restrictions set out in this section headed “Part A - Initial

selling restrictions”. For the avoidance of doubt, the selling restrictions set out in this section

headed “Part A - Initial selling restrictions” apply only in respect of the Offer.

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)). No person may engage in any directed selling efforts (as defined in Regulation

S) in relation to the Green Bonds, and persons must comply with the offering restrictions in

Regulation S.

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, as determined and certified by

the Joint Lead Managers. 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:

“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 (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. Terms used above have the meaning given to them by

Regulation S.”

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 relevant Joint Lead

Manager and/or Joint Lead Managers nominated by Kiwi Property 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 Kiwi Property or any 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 an offer of Green Bonds to the public in the United Kingdom may be made:

(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 relevant Joint Lead Manager and/or Joint Lead Managers nominated by

Kiwi Property for any such offer; or

(c) in any other circumstances falling within section 86 of the Financial Services and Markets

Act 2000 (FSMA),

Kiwi Property
Indicative Terms Sheet

6

provided that no such offer of the Green Bonds shall require Kiwi Property or any Joint

Lead Manager 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 Kiwi Property.

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 must be complied with.

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 FIEA) 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 FIEA. A Japanese Person who transfers the Green Bonds shall

not transfer or resell the Green Bonds in Japan or to a Japanese person 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.

Singapore

Each Joint Lead Manager has acknowledged that the PDS and this Terms Sheet have not been

registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint

Lead Manager has represented, warranted and agreed that it has not offered or sold any Green

Bonds or caused the Green Bonds to be made the subject of an invitation for subscription or

purchase and will not offer or sell any Green Bonds or cause the Green Bonds to be made the

subject of an invitation for subscription or purchase, and has not circulated or distributed, nor

will it circulate or distribute, the PDS, this Terms Sheet or any other document or material in

connection with the offer or sale, or invitation for subscription or purchase, of the Green Bonds,

whether directly or indirectly, to any person in Singapore other than:

(a) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001

(Singapore), as modified or amended from time to time (SFA) pursuant to 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.

Kiwi Property
Indicative Terms Sheet

7

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.

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,

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, the PDS, this Terms Sheet, any 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 Chapter 7 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 (including, without

limitation, the licensing requirements set out in Chapter 7 of the Corporations Act); and

(iv) such action does not require any document to be lodged with ASIC or any other regulatory

authority in Australia.

By applying for the Green Bonds under the Offer, each person to whom the Green Bonds are

issued (an Investor):

(a) will be deemed by Kiwi Property and each Joint Lead Manager to have acknowledged that

if the 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 Kiwi Property and each Joint Lead Manager 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 the Green Bonds.

Each of the PDS and 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.

Part B - General selling restrictions

The Green Bonds may only be offered for sale or sold in compliance with all applicable laws

and regulations in any country or jurisdiction in which they are offered, sold or delivered.

The PDS, this Terms Sheet and any offering material or any documents in connection with

the Green Bonds may only be published, delivered or distributed in or from any country or

jurisdiction under circumstances which will result in compliance with all applicable laws and

regulations in that country or jurisdiction.

By subscribing for Green Bonds, you agree to comply with the above selling restrictions and

to indemnify Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-ordinator and

the Joint Lead Managers for any loss suffered as a result of you breaching the above selling

restrictions.

Kiwi Property
Indicative Terms Sheet

8

The timetable is indicative only and subject to change. Kiwi Property has the right, in its absolute discretion, to open or close the

Offer early and to extend the Closing Date. If Kiwi Property changes the Opening Date and/or the Closing Date, the changes will

be announced by Kiwi Property via NZX as soon as reasonably practicable. If the Closing Date is extended, the Rate Set Date, the

Issue Date/allotment date, the expected date of initial quotation and trading of the Green Bonds on the NZX Debt Market, the

Interest Payment Dates and the Maturity Date may be extended accordingly. Any such changes will not affect the validity of any

applications received.

Kiwi Property reserves the right to cancel the Offer and the issue of the Green Bonds.

Important Information

The Arranger, the Green Bond Co-ordinator, the Joint Lead Managers 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 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 Terms Sheet; and

(c) to the extent permitted by law, do not accept any responsibility or liability for this Terms Sheet or for any loss arising from

this Terms Sheet or its contents or otherwise arising in connection with the offer of Green Bonds.

This Terms Sheet does not constitute financial advice or a recommendation from the Arranger, Green Bond Co-ordinator, 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 Kiwi Property before

deciding whether or not to invest in the Green Bonds.

Kiwi Property
Indicative Terms Sheet

9

Directory

Issuer

Kiwi Property Group Limited

Level 7, Vero Centre

48 Shortland Street

AUCKLAND 1010

Telephone: +64 9 359 4000

Email: info@kp.co.nz

Supervisor

Public Trust

SAP Tower

Level 16

151 Queen Street

AUCKLAND 1010

Telephone: 0800 371 471

Arranger and Green Bond Co-ordinator

ANZ Bank New Zealand Limited

ANZ Centre

23-29 Albert Street

AUCKLAND 1010

Toll Free: 0800 269 476

Joint Lead Managers

ANZ Bank New Zealand Limited

ANZ Centre

23 – 29 Albert Street

AUCKLAND 1010

Toll Free: 0800 269 476

Commonwealth Bank of Australia

(ABN 48 123 123 124)

(acting through its New Zealand branch)

ASB North Wharf

12 Jellicoe Street

AUCKLAND 1010

Toll Free: 0800 272 266

Registrar

Link Market Services Limited

Level 30, PwC Tower

15 Customs Street West

AUCKLAND 1010

Toll Free: 0800 377 388

Telephone: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Security Trustee

New Zealand Permanent Trustees Limited

SAP Tower

Level 16

151 Queen Street

AUCKLAND 1010

Telephone: 0800 371 471

Craigs Investment Partners Limited

Level 36, Vero Centre

48 Shortland Street

AUCKLAND 1010

Toll Free: 0800 226 263

Forsyth Barr Limited

Level 23, Shortland & Fort

88 Shortland Street

AUCKLAND 1010

Toll Free: 0800 367 227

---

InterimResults
Presentation

For the six months ended

30 September 2022

Retail adviser

and Green Bond

roadshow

6 March 2023

Important information
Overview

This Presentation is dated 6 March 2023 and has been prepared by Kiwi Property Group Limited (Kiwi Property) for two purposes:

1.An update on Kiwi Property for retail share investors; and

2.The offer of fixed-rate senior secured green bonds (Green Bonds) by Kiwi Property (Offer).

The Offer

A product disclosure statement dated 6 March 2023 (PDS) has been prepared in respect of the Offer. The PDS is available at kiwiproperty.com/corporate/green-bond or by

contacting a Joint Lead Manager or your usual financial advice provider. Investors must obtain the PDS before they decide to acquire any Green Bonds.

The Offer is made in reliance on the simplified disclosure offer provisions of the Financial Markets Conduct Act 2013 (FMCA) andthe Financial Markets Conduct Regulations 2014

(FMC Regulations). The Green Bonds which are the subject of the Offer rank equally with Kiwi Property’s existing quoted debt securities:

>$125 million fixed-rate senior secured green bonds maturing on 7 September 2023 (with a fixed interest rate of 4.00% per annum),which are quoted on the NZX Debt Market

under the ticker code KPG020 (KPG020 Bonds),

>$125 million fixed-rate senior secured green bonds maturing on 19 December 2024 (with a fixed interest rate of 4.33% per annum),which are quoted on the NZX Debt Market

under the ticker code KPG030,

>$100 million fixed-rate senior secured green bonds maturing on 12 November 2025 (with a fixed interest rate of 4.06% per annum),which are quoted on the NZX Debt Market

under the ticker code KPG040, and

>$150 million fixed-rate senior secured green bonds maturing on 19 July 2028 (with a fixed interest rate of 2.85% per annum), which are quoted on the NZX Debt Market

under the ticker code KPG050,

(together the Existing Bonds).

Kiwi Property 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. Investors should look at the market price of the Existing Bonds in order to find out how the market assesses the returns and risk premiums for those debt

securities.

Investors should consider the risks that are associated with an investment in the Green Bonds, having regard to their personal circumstances and investment objectives (including their

financial and tax positions).

Capitalised terms in this Presentation have the meaning given to them in the PDS (including by incorporation).

The selling restrictions set out in the PDS apply to the Offer.

2

Disclaimer
General

The information in this Presentation is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of preparation, but its accuracy,

correctness and completeness cannot be guaranteed. The information in this Presentation is of a general nature and does not constitute financial product advice, investment advice or

any recommendation by Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-Ordinator, the Joint Lead Managers, or any of their respective directors, officers, employees,

affiliates, agents or advisers to subscribe for or purchase the Green Bonds.

None of the Supervisor, the Arranger, the Green Bond Co-ordinator, the Joint Lead Managers, or any of their respective directors, officers, employees, affiliates, agents or advisers: (a)

accept any responsibility or liability whatsoever for any loss arising from this Presentation or its contents or otherwise arising in connection with the Offer, (b) authorised or caused the issue

of, or made any statement in, any part of this Presentation, or (c) make any representation, recommendation or warranty, expressor 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 Presentation and accept no liability (except to the

extent such liability is found by a court to arise under the FMCA or cannot be disclaimed as a matter of law).

To the extent that certain statements contained in this Presentation may constitute “forward-looking statements” or statements about “future matters”, the information reflects Kiwi

Property's intent, belief or expectations at the date of this Presentation. Kiwi Property gives no undertaking to update thisinformation over time (subject to legal or regulatory

requirements). Any forward-looking statements, including projections and estimates, are provided as a general guide only and should not be relied upon as an indication or guarantee

of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Kiwi Property's actual results, performance or

achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Any forward-looking statements,

opinions and estimates in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry

trends, which are based on interpretations of current market conditions. Neither Kiwi Property nor any other person gives anyrepresentation, assurance or guarantee that the

occurrence of the events expressed or implied in any forward-looking statements in this Presentation will actually occur.

Data

All ofthe data provided in this Presentation is derived from publicly available information in relation to Kiwi Property (includingthe interim report of Kiwi Property for the six months ended

30 September 2022), unless otherwise indicated. The real property valuations reflect the March 2023 Draft Valuations as defined in the PDS (which exclude assets that have been sold

since 30 September 2022). Kiwi Property's portfolio metrics (for example, square metres net lettable area, current tenants, portfolio occupancy, and weighted average lease expiry) are

stated as at30 September 2022 for the core investment portfolio but adjusted to exclude 44 The Terrace (which has been sold since 30 September 2022).All other numerical data is

stated as at30 September 2022, except wherestated to the contrary. Property statistics represent owned assets only; property interests managed on behalf of third parties are excluded.

Owned assets include assets any member of the Group owns outright or in part (for example, through an unincorporated joint venture).All amounts are in New Zealand dollars. Due to

rounding, numbers within this Presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

3

Disclaimer (continued)
Non-GAAP measures used in this Presentation

Operating profit before income tax is an alternative non-GAAP (New Zealand Generally Accepted Accounting Practice) performance measure used by Kiwi Property to assist investors

in assessing performance for the relevant period by adjusting for a number of non-operating items.

Funds from operations (FFO) and adjusted funds from operations (AFFO) are alternative non-GAAP performance measures used by KiwiProperty to assist investors in assessing Kiwi

Property's underlying operating performance.FFO and AFFO are measures commonly used by real estate entities to describe their underlying and recurring earnings from

operations.Broadly, AFFO adjusts FFO by deducting the cost of lease incentives, leasing fees, rental abatements, annual maintenance capital expenditure for sustaining and

maintaining existing space and other one-off costs.

Operating profit before income tax, AFFO and FFO do not have standardised meanings prescribed by GAAP and therefore may not be comparable to information presented by other

entities. FFO and AFFO are calculated by Kiwi Property in accordance with the Voluntary Best Practice Guidelines issued by the Property Council of Australia. The operating profit before

income tax, FFO and AFFO information used in this Presentation have been extracted from Kiwi Property's interim consolidated financial statements, which have been the subject of a

review of an independent auditor pursuant to the External Reporting Board’s New Zealand Standard on Review Engagements 2410 (Revised).

4

1.Kiwi Property overview
2.The case for investing in Kiwi Property

3.Financial overview

4.Fixed-rate Green Bond offer

5.Q&A

Agenda

5

Kiwi Property overview
6

Introduction to Kiwi Property
7

Mixed-use portfolioOffice portfolio

Vero Centre

The Aurora Centre

ASB North Wharf

Sylvia Park Lifestyle

LynnMall

The Base (50%)Sylvia Park Shopping CentreANZ Raranga(Sylvia Park)

$

976m

Green

assets

1

629

Current

tenants

99.7

%

Portfolio

occupancy

390,050

Square metres

net lettable area

4.6 years

Weighted average

lease expiry

Vero Centre (lobby)

$

3.2b

Property portfolio

1: Excludes the value of green assets under development listed on slide 10.

The benefits of mixed-use:
>Helps diversifyrevenue streams and

promotes through-cycle returns.

>Encourages visitation anda critical

mass of customers, workers and residents.

>Promotes increased sales andhigher rents.

Creating long-term value and financial stability

8

We’ve been committed to sustainability for 20 years
Places

>Create places that

promote wellbeing.

>Reduce our

environmental footprint.

>Develop sustainable

buildings.

People

>Foster wellbeing in our

communities.

>Embrace diversity.

>Enable our team to

succeed.

Partnership

>Partner with others to

enhance the wellbeing

of our communities.

>Create shared value

with our tenants.

>Support sustainable

procurement.

81

Global Real Estate

Benchmark

Score

2022 ESG highlights

>60% CO

2

reduction

compared to 2012.

>4 star minimum NABERSNZ

rating across core office

portfolio.

>Kiwi Property becomes

Mental Health Foundation

official supporter.

9

Kiwi Property’s key green assets
ASB North WharfANZ RarangaAurora CentreVero Centre

3 Te Kehu WaySylvia Park BTR

Asset class:OfficeOfficeOfficeOfficeOffice

(in development)

Residential

(in development)

Location:AucklandAucklandWellingtonAucklandAucklandAuckland

Grade:A-grade campusN/AA-gradePremiumN/A N/A

Owned since:May 2013December 2018April 2004April2001N/AN/A

Draft value (31 Mar 23):$230.0m$96.5m$165.0m$484.0m$56.5mN/A

Capitalisationrate:5.63%5.50%5.75%5.13%N/AN/A

Net lettable area:21,621 sqm11,620 sqm24,504 sqm39,597 sqm7,281 sqm295 apartments

Occupancy:99.8%100.0%100.0%98.2%N/AN/A

WALE:8.4 years6.2 years11.7 years4.2 yearsN/AN/A

Rating:4.5 starNABERSNZ

5 starGreenStar

4.5 starNABERSNZ

5 starGreenStar

5.5 starNABERSNZ4 starNABERSNZ

1

6 Green Star

targeted

8 Homestar Design

rating

Key tenants:ASBANZ, IAGMinistry of Social

Development

Craigs, Suncorp,

Russell McVeagh

Geneva Finance,

IWG

N/A

10

Current green asset poolGreen assets under development

1: Current as at6 March 2023

The case for investing
in Kiwi Property

11

Flagship mixed-use assets delivered strong sales in 2022
25m

Customer visits

2022

+26

%

Sales growth

vs. 2019

$

1.7b

Total sales

2022

4.9

%

1H23 rental

growth

12

39%
15%

46%

Our blue-chip tenant portfolio helps diversify risk

13

5%

5%

9%

14%

9%

11%

47%

0%

10%

20%

30%

40%

50%

Vacant/

holdover

FY23FY24FY25FY26FY27FY28+

Lease expiry profile

% of investment portfolio gross income

1.

ASB Bank8.4

2.

Ministry of Social Development5.7

3.

Farmers3.5

4.

ANZ Bank2.5

5.

Bell Gully2.4

6.

Suncorp2.3

7.

Russell McVeagh1.8

8.

The Warehouse1.4

9.

Woolworths NZ1.4

10.

Cotton On Group1.3

Top 10 tenants

% of investment portfolio gross income

Income breakdown

% of investment portfolio gross income

Essential services

Everyday essentials

Discretionary

Key:

Mixed-useOffice

Key:

1

Kiwi Property’s tenant portfolio is weighted to essential services, everyday essentials, government

departments and financial services, and has a weighted average lease expiry of 4.6 years,

promoting income resilience

1. Essential services include supermarkets, pharmacies, medical services, banks, insurance, legal, government, telco and financial services. Everyday essentials include

electronics, hardware, consultancy, department stores and discount department stores, hairdressers and opticians. All other categories are considered discretionary.

13

Sylvia Park,Auckland
35hectares

The Base,Hamilton(JV with Tainui Group Holdings)

7hectares

LynnMall,Auckland

Drury,Auckland

53hectares

30hectares

125ha landholding provides flexibility and unlocks opportunity

1.Enables phasing of

development

according to

demand and cost of

capital.

2.‘Adjoining properties’

deliver income until

intensification occurs.

3.No need to compete

for expensive

on-market

opportunities.

14

Pragmatic property development
Laying the foundation for another New Zealand first

>3.2ha of land conditionally sold to IKEA.

>The deal brings IKEA a step closer to opening its first

New Zealand store –at Sylvia Park.

Creating a medical precinct at Sylvia Park

>3 Te Kehu Way medical and office building due for

completion in Q1 2023.

>Tenants include Horizon Radiology, Tamaki Health

and Regus co-working.

15

Building a city within a city: Sylvia Park long-term vision
Retail/lifestyle

Residential

Office

Hospitality

Open areas

Existing retail centre

Land conditionally

Legend:

Trainline

sold to IKEA

16

0
200,000

400,000

600,000

800,000

1,000,000

1,200,000

2013201820232028203320382043

15-34 Years35-49 Years50-69 Years70+ Years

Build-to-rent (BTR): poised for growth in New Zealand

0

1

2

3

4

5

IndustrialOfficeResidential

Average per annum rental growth by

asset class (June 2010-June 2022)

2

Auckland renting demographics

1

The number of Auckland renters is expected to

grow steadily over the next 20 years.

For more than a decade, residential rents have grown at a

faster rate than other commercial property asset classes.

Number of renters

%

%

%

%

%

%

1: Source: Statistics NZ and JLL Research and Consultancy. 2: Source: JLL Research, MBIE, Statistics New Zealand.

17

Age:

We’re well placed to capitalise on the rise of BTR
>Kiwi Property has begun construction of New

Zealand’s first major BTR development, featuring

295 apartments due for completion in the first half

of 2024.

>Expected internal rate of return (IRR), including

halo benefit, of over 8%.

>BTR will help Kiwi Property to:

1.Diversify revenue and drive rental income

with relatively low volatility.

2.Attract additional customers to mixed-use

centres.

3.Leverage existing asset management, security

and maintenance platforms to create

operational synergies.

18

Putting Kiwi Property at the heart of the new Drury town centre
>Drury predicted to be home to around 60,000

people within 30 years

1

.

>Kiwi Property’s site will be the location of the future town

centre, featuring:

>Residential: ~3,000 houses

>Large format retail (LFR)/retail: ~117,000 sqm

>Office: ~58,000 sqm

>Community and civic spaces

>Stage one earth and civil works expected to deliver

cumulative valuation growth of over 40% and create 13

residential super-lots.

>Proceeds from the potential sale of these super-lots, joint

ventures or external capital partnerships could help

fund LFR and/orfurther development.

1: Source: Drury-OpāhekeStructure Plan August 2019

19

Financial overview
20

FY23 first-half financial performance
$

100.0m

Net rental

income

+

$

6.0m(+6.3

%

)

$

151.1m

Net loss

after tax

-

$

294.3m(-205.5

%

)

4.15cps

Adjusted funds from

operations per share

+1.09 cps (+35.7

%

)

General note: Headline figures above are for the six months ended 30 September 2022. Other figures represent the change in performance from the six months ended 30 September 2021.

$

65.1m

Operating profit

before tax

+

$

2.6m(+4.2

%

)

21

A disciplined and proactive approach to capital management
22

Debtsources (excl.

KPG020, incl.

KPG060)

Pro-forma debt maturity profile

2

Incl. KPG020 &

KPG060

Excl. KPG020,

Incl. KPG060

$m%$m%

FY24125.07.70.00.0

FY25125.07.7125.08.3

FY26208.012.8208.013.9

FY27383.023.6383.025.6

FY28509.031.3509.033.9

FY29150.09.2150.010.0

FY30125.07.7125.08.3

Total facilities 1,625.0100.01,500.0100.0

Facilities drawn1,223.01,098.0

Undrawn facilities 402.0402.0

>Kiwi Property is committed to maintaining a strong financial position and has had an average gearing ratio

over the past 10 years of 32.1%. The gearing ratio as at30 September 2022 was 35.7%. Adjusted for key

changes since 30 September 2022, the gearing ratio would be 34.1%

1

.

>Kiwi Property’s Green Bonds will help maintain the diversity of our funding sources, extend the weighted

average term to maturity of finance debt and fund the maturity of KPG020 in September 2023.

>Weighted average term to maturity

2

iscurrently 3.7 years and will increase to 4.2 years following the issue of

KPG060 and repayment of KPG020.

1. Basedon the Group's finance debt as at31 January 2023 (being the date of the most recent unaudited management accounts available as at the date of this presentation) and with the Group's total

tangible assets as at30 September 2022 adjusted to reflect the March 2023 Draft Valuations (which exclude assets that have been sold since 30 September 2022). 2. As at31 January 2023, adjusted for an

assumed bond issue of $125m. This maturity profile is not intended to represent Kiwi Property’s target debt levels or gearingratio.

25%

8%

67%

$509

$383

$108

KPG050 -$150

KPG040 -$100

KPG030 -$125

KPG020 -$125

KPG060 -$125

ANZ, BNZ, CBA, CCB, HSBC, MUFG, Westpac bank facilities Existing Green Bonds New Green Bonds

Fixed-rate debt profile
23

Fixed-rate debt maturity profile –

pro-forma including KPG060 and excluding KPG020

75% of Kiwi Property’s

debt is hedged (on a pro-

forma basis

1

)helping to

safeguard against rising

interest rates.

Fixed-rate profile

30 September

2022

31 January

2023

1

Percentage of drawn finance debt at fixed rates

59%

75%

Weighted average term to maturity of active fixed-rate debt

2.6 years

3.5 years

1. Based on the 31 January 2023 unaudited management accounts (being the most recent management accounts available as at the date of this presentation), adjusted for an assumed bond

issue of $125m and excluding KPG020.

0

100

200

300

400

500

600

700

800

900

FY23FY24FY25FY26FY27FY28FY29

$ million

Face value of fixed-rate debt (including bonds and swaps) ($m)

Fixed-rate Green Bond offer
Arranger, Green Bond Co-ordinator

and Joint Lead Manager:

Joint Lead Managers:

24

Green Bond offer details
Up to $100m fixed-rate senior secured

Green Bonds (with ability to accept

oversubscriptions of up to an additional $25m)

6.5 yearterm, maturing on 27 September 2029

Secured against $3.2b of property assets

including $976m of green assets

1

25

1: Excludes the value of green assets under development on slide 10.

Key terms of the Green Bond offer
26

Issuer:

Kiwi Property Group Limited.

Instrument:

Fixed-rate senior secured green bonds (Green Bonds).

Issue amount:

Up to $100m (with the ability to accept oversubscriptions of up to an additional $25m at Kiwi Property’s

discretion).

Tenor and maturity:

6.5 years maturing on 27 September 2029.

Interest Rate:

To be determined on the Rate Set Date following a bookbuild process. The Interest Rate will be the

greater of the Minimum Interest Rate and the sum of the Base Rate plus the Margin.

Indicative margin range:

To be announced on or about the opening date of the offer, along with the Minimum Interest Rate.

Interest payments:

Semi-annual in arrear on 27 March and 27 September.

Credit rating:

The Green Bonds have a credit rating of BBB+ from S&P Global Ratings Australia Pty Limited, consistent

with the ratings of the Existing Bonds.

Application amount:

Minimum of $5,000 and in multiples of $1,000 thereafter.

Quotation:

It is expected that the Green Bonds will be quoted under the code KPG060 on the NZX Debt Market.

Key terms of the Green Bond offer (continued)
27

Events of default:

Events of default include (among others):

>Non-payment of interest or principal

>An un-remedied gearing ratio breach

>Insolvency

Sustainable Debt

Framework

Allocation:

Kiwi Property intends to allocate an amount equal to the proceeds of the offer to finance or refinance its direct

and indirect investments in low carbon and energy efficient buildings that meet the eligibility criteria set out in

the Sustainable Debt Framework (being Eligible Projects). Consistent with this, Kiwi Property will apply the net

proceeds of the offer to repay existing bank debt of the Group. Kiwi Property intends to ensure that the

aggregate value of the pool of Eligible Projects is at least equal to the aggregate amount of all its outstanding

green bonds and green loans.

Guarantors:

Kiwi Property and its wholly-owned subsidiaries, Kiwi Property Holdings Limited, Kiwi Property Holdings No. 2

Limited, Kiwi Property Holdings No. 3 Limited, Kiwi Property Holdings No. 4 Limited, Kiwi Property Holdings No. 5

Limited, Kiwi Property Holdings No. 7 Limited, Sylvia Park Business Centre Limited, Kiwi Property Te Awa Limited

and Kiwi Property Centre Place Limited on a joint and several basis.

Ranking:

In an insolvency of a Guarantor, the claims of the senior secured creditors (including the holders of

Green Bonds) will, by virtue of the security granted in favour of the Security Trustee, rank ahead of all unsecured

creditors of the relevant Guarantor other than certain statutorily preferred creditors.

No green

event of default:

No event of default will occur if Kiwi Property fails to comply with the Sustainable Debt Framework or the

Green Bonds cease to satisfy the Green Bond Principles.

Green Bond security and covenants
Security:

The Green Bonds are issued by Kiwi Property Group Limited (Kiwi Property) and guaranteed by the Guarantors

set out on slide 27 on a joint and several basis. The Guarantors have granted security over all of their assets in

favour of the Security Trustee:

>Security interest over all personal property

>Charge over all real property

>Registered mortgages over substantially all real property owned by the Guarantors

The Security Trustee holds this security for the benefit of the holders of the Green Bonds and certain other

secured creditors of the Group (including the holders of the Existing Bonds, the Group's bank facility lenders and

hedging providers, the Supervisor, the Security Trustee and any new future secured creditors) on an equal

ranking basis. The security secures all amounts owing to the secured creditors.

Gearing ratio:

The Group’s finance debt must not exceed 50% of the Group’s total tangible assets. The maximum gearing ratio

that applies to the Green Bonds (50%) is higher than the maximum gearing ratio that applies to the Existing

Bonds (45%).

Kiwi Property considers that 50% is generally consistent with the approach adopted by a number of other

comparable listed property companies in the New Zealand market.

>Gearing ratio as at 30 September 2022 was 35.7%.

>Breach of gearing ratio requires remediation within a 13-month remedy period (once that breach is

disclosed to the Bond Supervisor in a directors’ report)

28

Key dates
29

PDS lodgement:

6 March 2023.

Offer opens:

14 March 2023.

Offer closes:

11am on 17 March 2023.

Rate set date:

17 March 2023.

Issue date:

27 March 2023.

Expected date of initial quotation on NZX Debt Market:

28 March 2023.

Maturity date:

27 September 2029.

InterimResults
Presentation

For the six months ended

30 September 2022

Thank you

---

NZX RELEASE
6 March 2023

Kiwi Property Lodges PDS for Green Bond Offer



Kiwi Property Group Limited (KPG) today announced an offer (Offer) of up to NZ$100 million

(with the ability to accept oversubscriptions of up to NZ$25 million at its discretion) of 6.5-year

fixed-rate senior secured green bonds (Green Bonds) to institutional and New Zealand retail

investors.


The Offer is expected to open on 14 March 2023 and close on 17 March 2023.


The Green Bonds have a credit rating of BBB+ from S&P Global Ratings Australia Pty Limited

(S&P). KPG has a long-term credit rating from S&P of BBB (stable outlook).


Details of the Offer are contained in the product disclosure statement dated 6 March 2023

(PDS) which was lodged today and has been provided to NZX with this announcement.

Investors must obtain the PDS before they decide to acquire any Green Bonds.


The PDS is also available at kiwiproperty.com/corporate/green-bond or by contacting a Joint

Lead Manager or your usual financial advice provider.


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

Joint Lead Managers, Primary Market Participants and other approved financial

intermediaries.


Investors can register their interest by contacting a Joint Lead Manager or their usual financial

advice provider.


The Offer is being made in accordance with the Financial Markets Conduct Act 2013 and the

Green Bonds are expected to be quoted on the NZX Debt Market.


In addition to the PDS, copies of the indicative terms sheet and the investor presentation for

the Green Bonds have been provided to NZX with this announcement.


Arranger, Green Bond Co-ordinator and Joint Lead Manager:

ANZ Bank New Zealand Limited

0800 269 476


Joint Lead Managers:

Commonwealth Bank of Australia

0800 272 266


Craigs Investment Partners Limited

0800 226 263


Forsyth Barr Limited

0800 367 227


ENDS


2

Contact us for further information:

Campbell Hodgetts

Head of Communications and Investor Relations

campbell.hodgetts@kp.co.nz

+64 275 634 985

About us:


Kiwi Property (NZX: KPG) is one of the largest listed property companies on the New Zealand

Stock Exchange and is a member of the S&P/NZX 20 Index. We’ve been around for over 25

years and proudly own and manage a significant real estate portfolio, comprising some of

New Zealand’s best mixed-use, retail and office buildings. Our objective is to provide

investors with a reliable investment in New Zealand property through the ownership and

active management of a diversified, high-quality portfolio. S&P Global Ratings has assigned

Kiwi Property a corporate credit rating of BBB (stable) and an issue credit rating of BBB+ for

each of its fixed rate senior secured bonds. Kiwi Property is licensed under the Real Estate

Agents Act 2008. To find out more, visit our website kp.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.