Meridian Energy – final terms sheet for Green Bond offer

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Stock Exchange Listings NZX (MEL) ASX (MEZ)
Meridian Energy - final terms sheet for Green Bond offer
9 March 2023
Further to Meridian Energy Limited’s (
Meridian
) announcement earlier today, the final terms sheet
relating to its offer of 5.5 year unsecured, unsubordinated, fixed rate green bonds (
Green Bonds
) has
been provided to the NZX with this announcement and is available at
www.meridianenergy.co.nz/about-us/investors/reports/retail-bond-documents
.

For further details investors can contact one of the Joint Lead Managers (listed below) or their usual
financial adviser.
Joint Lead Managers:
ANZ Bank New Zealand Limited: 0800 269 476
Bank of New Zealand: 0800 284 017
Craigs Investment Partners Limited: 0800 226 263
Forsyth Barr Limited: 0800 367 227
ENDS
Neal Barclay
Chief Executive Officer
Meridian Energy Limited

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

---

Final
Terms Sheet
Fixed Rate
Green Bonds
9 March 2023
Maturing 20 September 2028
Joint Lead Managers

Final Terms Sheet
9 March 2023
This Terms Sheet sets out the key
terms of the offer (“Offer”) by
Meridian Energy Limited (“Meridian”)
of $200,000,000 of fixed rate green
bonds maturing on 20 September
2028 (“Green Bonds”) under its master
trust deed dated 1 December 2008
(as amended from time to time)
(“Trust Deed”) as modified and
supplemented by the supplemental
trust deed dated 6 March 2023
(together, “Trust Documents”) entered
into between Meridian and Trustees
Executors Limited (“Supervisor”).
Unless the context otherwise requires,
capitalised terms used in this Terms
Sheet have the same meaning given to
them in the Trust Documents.
Important notice
The Offer of debt securities by
Meridian is made in reliance upon the
exclusion in clause 19 of schedule 1
of the Financial Markets Conduct Act
2013 (“FMCA”).
The Offer contained in this Terms
Sheet is an offer of bonds that have
identical rights, privileges, limitations
and conditions (except for the interest
rate and maturity date) as:
• Meridian’s green bonds maturing
on 14 March 2023, which have a
fixed interest rate of 4.53% per
annum and are currently quoted
on the NZX Debt Market under the
ticker code MEL030;
• Meridian’s green bonds maturing
on 20 March 2024, which have
a fixed interest rate of 4.88% per
annum and are currently quoted
on the NZX Debt Market under the
ticker code MEL040; and
• Meridian’s green bonds maturing
on 27 June 2025, which have a
fixed interest rate of 4.21% per
annum and are currently quoted
on the NZX Debt Market under the
ticker code MEL050,
(together the “Existing Bonds”).
Accordingly, the Green Bonds are
the same class as the Existing Bonds
for the purposes of the FMCA and
the Financial Markets Conduct
Regulations 2014.
Meridian is subject to a disclosure
obligation that requires it to notify
certain material information to NZX
Limited (“NZX”) for the purpose of that
information being made available to
participants in the market and that
information can be found by visiting
www.nzx.com/companies/MEL.
The Existing Bonds are the only debt
securities of Meridian that are currently
quoted and in the same class as the
Green Bonds.
Investors should look to the market
price of the Existing Bonds referred
to above to find out how the market
assesses the returns and risk premium
for those bonds.
MERIDIAN ENERGY LIMITED. Terms Sheet Fixed Rate Green Bonds.2

Key terms of the Green Bonds
IssuerMeridian Energy Limited.
DescriptionThe Green Bonds are 5.5 year, unsecured, unsubordinated, fixed rate interest bearing debt
obligations of Meridian.
The Green Bonds are Green Debt instruments under Meridian’s Green Finance Framework
dated February 2023 (as amended from time to time) (“Green Finance Framework”) (“Green
Debt”) and are certified by the Climate Bonds Initiative (“CBI”) based on the Climate Bonds
Standard. A copy of the Green Finance Framework is available on Meridian’s website:
www.meridianenergy.co.nz/about-us/investors/reports/green-finance.
Use of proceedsIn accordance with the Green Finance Framework, Meridian intends to allocate an amount
equal to the proceeds from the Offer to finance or refinance renewable energy and energy
efficiency projects and assets that meet the eligibility criteria as set out in the Green Finance
Framework (“Green Assets”), including the refinance of the $150,000,000 MEL030 green
bonds which mature on 14 March 2023.
As discussed below under “Alignment with Green Bond Principles and Climate Bonds
Standard”, an amount equal to the proceeds of the Green Bonds will be allocated against
Green Assets from the Wind Pool.
In accordance with the Green Finance Framework, Meridian intends to:
• maintain a balance of Green Assets that have a book value at least equal to the original
principal amount of the respective Green Debt at the time of issuance (including the
Green Bonds issued under the Offer); and
• report details of the ratio of Green Assets to Green Debt annually.
Credit ratingsIssuer Credit RatingIssue Credit Rating
S&P Global Ratings BBB+ (stable) BBB+
Meridian’s current Issuer Credit Rating includes a one-notch uplift from the company’s
stand-alone credit profile of ‘bbb’, reflecting the legislated majority ownership by the
Crown. The Crown does not guarantee the Green Bonds and is under no obligation to
provide financial support to Meridian.
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.
A credit rating is not a recommendation by any rating organisation to buy, sell or hold the
Green Bonds. The above credit ratings are current as at the date of this Terms Sheet and may
be subject to suspension, revision or withdrawal at any time by S&P Global Ratings.
Issue amount$200,000,000
Interest Rate5.91% per annum, being the sum of the Issue Margin and the Base Rate.
Issue Margin1.05% per annum.
MERIDIAN ENERGY LIMITED. Terms Sheet Fixed Rate Green Bonds.3

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

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

How to apply
for Green Bonds
All of the Green Bonds, including oversubscriptions, are reserved for clients of the Joint
Lead Managers, institutional investors and other primary market participants invited to
participate in the bookbuild.
There will be no public pool for the offer. Accordingly, retail investors should contact a
Joint Lead Manager, their financial adviser or any primary market participant for details on
how they may acquire Green Bonds. You can find a primary market participant by visiting
www.nzx.com/services/market-participants/find-a-participant.
In respect of oversubscriptions or generally, any allotment of Green Bonds will be at
Meridian’s discretion, in consultation with the Joint Lead Managers. Meridian reserves the
right to refuse all or any part of an application without giving any reason.
Each investor’s financial adviser will be able to advise them as to what arrangements will
need to be put in place for the investors to trade the Green Bonds including obtaining a
common shareholder number (CSN), an authorisation code (FIN) and opening an account
with a primary market participant as well as the costs and timeframes for putting such
arrangements in place.
ISINNZMELDT096C0
TransfersHolders are entitled to sell or transfer their Green Bonds at any time subject to the terms of
the Trust Documents and applicable securities laws and regulations. Meridian may decline to
register a transfer of Green Bonds for the reasons set out in the Trust Documents.
The minimum amount of Green Bonds a Holder can transfer is $1,000 and in integral multiples
of $1,000 thereafter. No transfer of Green Bonds or any part of a Holder’s interest in a Green
Bond will be registered if the transfer would result in the transferor or the transferee holding or
continuing to hold Green Bonds with an aggregate principal amount of less than the minimum
holding of $5,000 (other than zero).
Repo-eligibility
Meridian intends to apply to the Reserve Bank of New Zealand for the Green Bonds to be
included as eligible securities for domestic market operations.
NZX quotationMeridian will take any necessary steps to ensure that the Green Bonds are, immediately after
issue, quoted on the NZX Debt Market. Application has been made to NZX for permission
to quote the Green Bonds on the NZX Debt Market and all the requirements of NZX relating
thereto that can be complied with on or before the distribution of this Terms Sheet have been
duly complied with. However, NZX accepts no responsibility for any statement in this Terms
Sheet. NZX is a licensed market operator and the NZX Debt Market is a licensed market under
the FMCA.
NZX Debt Market
Ticker Code
MEL060.
BrokerageYou are not required to pay brokerage or any other fees or charges to Meridian to purchase
the Green Bonds. However, you may have to pay brokerage to the firm from whom you
receive an allocation of Green Bonds. Please contact your financial adviser for further
information on any brokerage fees.
Selling restrictionsThe selling restrictions set out in the schedule to this Terms Sheet apply.
Joint Arrangers ANZ Bank New Zealand Limited (“ANZ”) and Craigs Investment Partners Limited (“Craigs”).
Green Bond Co-ordinatorANZ.
Joint Lead ManagersANZ, Bank of New Zealand, Craigs and Forsyth Barr Limited.
SupervisorTrustees Executors Limited.
RegistrarComputershare Investor Services Limited.
Governing LawNew Zealand.
MERIDIAN ENERGY LIMITED. Terms Sheet Fixed Rate Green Bonds.6

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

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

Joint Arrangers, Green
Bond Co-ordinator, Joint
Lead Managers and
Supervisor Disclaimer
The Joint Arrangers, Green Bond
Co-ordinator, the Joint Lead
Managers and the Supervisor and
their respective directors, officers,
employees and agents:
a. have not authorised or caused
the issue of, or made any
statement in, any part of this
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 any Joint Arranger, the Green
Bond Co-ordinator, the Supervisor,
or any Joint Lead Manager or any of
their respective directors, officers,
employees, agents or advisers to
purchase any Green Bonds.
You must make your own independent
investigation and assessment of the
financial condition and affairs of
Meridian before deciding whether or
not to invest in the Green Bonds.
CBI Disclaimer
The certification of the Green Bonds
as Climate Bonds by the Climate
Bonds Initiative is based solely on the
Climate Bonds Standard and does
not, and is not intended to, make any
representation, warranty, undertaking,
express or implied, or give any
assurance with respect to any other
matter relating to the Green Bonds,
the Green Finance Framework, any
other Green Debt instrument or Green
Asset, including but not limited to this
Terms Sheet, the Trust Documents, any
transaction documents, Meridian or
the management of Meridian.
The certification of the Green Bonds
as Climate Bonds by the Climate
Bonds Initiative was addressed solely
to the board of directors of Meridian
and is not a recommendation to
any person to purchase, hold or
sell the Green Bonds (or any other
Green Debt instruments in the
Green Finance Framework) and
such certification does not address
the market price or suitability of the
Green Bonds or the Green Finance
Framework for a particular investor.
Each potential purchaser of the Green
Bonds should determine for itself the
relevance of this certification. Any
purchase of Green Bonds should
be based upon such investigation
that each potential purchaser deems
necessary. The certification also does
not address the merits of the decision
by Meridian or any third party to
participate in the Green Bonds,
any other Green Debt instruments
or any Green Asset and does not
express and should not be deemed
to be an expression of an opinion
as to Meridian or any aspect of the
Green Bonds, any other Green Debt
instruments or any Green Asset
(including but not limited to the
financial viability of the Green Bonds,
any other Green Debt instruments
or any Green Asset) other than with
respect to conformance with the
Climate Bonds Standard.
In issuing or monitoring, as applicable,
the certification, the Climate Bonds
Initiative has assumed and relied upon
and will assume and rely upon the
fairness, accuracy, reasonableness
and completeness in all material
respects of the information supplied
or otherwise made available to the
Climate Bonds Initiative. The Climate
Bonds Initiative does not assume or
accept any responsibility or liability
to any person for independently
verifying (and it has not verified)
such information or to undertake
(and it has not undertaken) any
independent evaluation of any Green
Debt instruments, Green Asset or
Meridian. In addition, the Climate
Bonds Initiative does not assume any
obligation to conduct (and it has not
conducted) any physical inspection of
any Green Debt instruments or Green
Asset. The certification may only be
used with the Green Bonds and may
not be used for any other purpose
without the Climate Bonds Initiative’s
prior written consent.
The certification does not, and is
not in any way intended to, address
the likelihood of timely payment of
interest when due on the Green Bonds
(or any other Green Debt instruments
in the Green Finance Framework) and/
or the payment of principal at maturity
or any other date.
The certification may be withdrawn
at any time in the Climate Bonds
Initiative’s sole and absolute discretion
and there can be no assurance that
such certification will not be withdrawn.
MERIDIAN ENERGY LIMITED. Terms Sheet Fixed Rate Green Bonds.9

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

Regulation” means the EU Prospectus
Regulation as it forms part of domestic
law of the United Kingdom by virtue of
the European Union (Withdrawal) Act
2018 (as amended, the “EUWA”).
IMPORTANT – UK RETAIL INVESTORS
The Green Bonds are not intended
to be offered, sold or otherwise
made available to and should not
be offered, sold or otherwise made
available to any UK Retail Investor
in the United Kingdom. For these
purposes, a “UK Retail Investor”
means a person who is one (or more)
of: (i) a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic
law in the United Kingdom by virtue
of the EUWA; (ii) a customer within
the meaning of the provisions of the
Financial Services and Markets Act
2000 (the “FSMA”) and any rules or
regulations made under the FSMA to
implement the Insurance Distribution
Directive, where that customer would
not qualify as a professional client,
as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as
it forms part of domestic law in the
United Kingdom by virtue of the
EUWA; or (iii) a legal entity that is not
a UK Qualified Investor. Consequently,
no key information document required
by the EEA PRIIPs Regulation as it forms
part of domestic law in the United
Kingdom by virtue of the EUWA (the
“UK PRIIPs Regulation”) for offering or
selling any Green Bonds or otherwise
making them available to UK Retail
Investors in the United Kingdom
has been prepared and therefore
offering or selling any Green Bonds
or otherwise making them available
to any UK Retail Investor in the United
Kingdom may be unlawful under the
UK PRIIPs Regulation.
Each Joint Lead Manager has
represented and agreed that it has
not offered, sold or otherwise made
available and will not offer, sell or
otherwise make available any Green
Bonds which are the subject of the
offering contemplated by this Terms
Sheet in relation thereto to any retail
investor in the United Kingdom. For
the purposes of this provision:
a. the expression “retail investor”
means a person who is one (or
more) of the following:
i. a retail client as defined in point
(8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of
domestic law by virtue of the
EUWA; or
ii. a customer within the meaning
of the provisions of the FSMA
and any rules or regulations
made under the FSMA to
implement the Insurance
Distribution Directive, where
that customer would not qualify
as a professional client as
defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014
as it forms part of domestic law
by virtue of the EUWA; or
iii. not a qualified investor as
defined in Article 2 of the UK
Prospectus Regulation; and
b. the expression an “offer” includes
the communication in any form
and by any means of sufficient
information on the terms of the
offer and the Green Bonds to be
offered so as to enable an investor
to decide to purchase or subscribe
for the Green Bonds.
No communication, invitation or
inducement to engage in investment
activity (within the meaning of section
21 of the FSMA) has been or may
be made or caused to be made or
will be made in connection with the
issue or sale of the Green Bonds in
circumstances in which section 21(1)
of the FSMA applies to Meridian.
All applicable provisions of the
FSMA with respect to anything done
in relation to the Green Bonds in,
from or otherwise involving the
United Kingdom have been and
will be complied with.
Japan
The Green Bonds have not been,
and will not be registered, under the
Financial Instruments and Exchange
Act of Japan (Act No. 25 of 1948, as
amended) (the “FIEA”). The Green
Bonds have not been offered or
sold and will not be offered or sold,
directly or indirectly, in Japan or to
or for the account or benefit of any
resident of Japan (as defined under
Item 5, Paragraph 1, Article 6 of the
Foreign Exchange and Foreign Trade
Act (Act No. 228 of 1949, as amended),
or to, or for the account or benefit
of, others for reoffering or resale,
directly or indirectly, in Japan or to,
or for the account or benefit of, any
resident of Japan, except (i) pursuant
to an exemption from the registration
requirements of, and otherwise in
compliance with, the FIEA and (ii) in
compliance with any other applicable
requirements of Japanese law,
regulations and ministerial guidelines.
Singapore
Notification under Section 309B(1)(c)
of the Securities and Futures Act 2001
(2020 Revised Edition) of Singapore,
as modified or amended from time
to time (the “SFA”) - In connection
with Section 309B of the SFA and
the Securities and Futures (Capital
Markets Products) Regulations 2018
of Singapore (the “CMP Regulations
2018”), Meridian has determined the
classification of the Green Bonds as
prescribed capital markets products
(as defined in the CMP Regulations
2018) and Excluded Investment
Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice
FAA-N16: Notice on Recommendations
on Investment Products).
This Terms Sheet has not been
registered as a prospectus with the
Monetary Authority of Singapore.
Accordingly, this Terms Sheet and
any other document or material in
connection with the offer or sale,
or invitation for subscription or
purchase, of the Green Bonds may
not be circulated or distributed, nor
may the Green Bonds be offered or
sold, or be made the subject of an
invitation for subscription or purchase,
whether directly or indirectly, to any
person in Singapore other than (a) to
an institutional investor (as defined
in Section 4A of the SFA) pursuant to
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
MERIDIAN ENERGY LIMITED. Terms Sheet Fixed Rate Green Bonds.11

in accordance with the conditions
specified in Section 275 of the SFA
or (c) otherwise pursuant to, and in
accordance with the conditions of, any
other applicable provision of the SFA.
Where the Green Bonds are
subscribed or purchased under
Section 275 of the SFA by a relevant
person which is:
a. a corporation (which is not an
accredited investor (as defined
in Section 4A of the SFA)) the
sole business of which is to hold
investments and the entire share
capital of which is owned by one or
more individuals, each of whom is
an accredited investor; or
b. a trust (where the trustee is not an
accredited investor) whose sole
purpose is to hold investments and
each beneficiary of the trust is an
individual who is an accredited
investor,
securities or securities-based
derivatives contracts (each term as
defined in Section 2(1) of the SFA) of
that corporation or the beneficiaries’
rights and interest (howsoever
described) in that trust shall not be
transferred within six months after
that corporation or that trust has
acquired the Green Bonds pursuant
to an offer made under Section 275
of the SFA except:
1. to an institutional investor or to a
relevant person, or to any person
arising from an offer referred to in
Section 275(1A) or Section 276(4)(c)
(ii) of the SFA;
2. where no consideration is or will
be given for the transfer;
3. where the transfer is by operation
of law;
4. as specified in Section 276(7) of
the SFA; or
5. as specified in Regulation 37A of
the Securities and Futures (Offers
of Investments) (Securities and
Securities-based Derivatives
Contracts) Regulations 2018 of
Singapore.




Hong Kong
No Green Bonds have been offered
or sold or will be or may be offered
or sold in Hong Kong, by means
of any document other than (a) to
“professional investors” as defined in
the Securities and Futures Ordinance
(Cap. 571) of Hong Kong (“SFO”)
and any rules made under the SFO;
or (b) in other circumstances which
do not result in the document
being a prospectus as defined in
the Companies (Winding Up and
Miscellaneous Provisions) Ordinance
(Cap. 32) of Hong Kong (“C(WUMP)O”)
or which do not constitute an offer to
the public within the meaning of the
C(WUMP)O.
No advertisement, invitation or
document relating to the Green Bonds
may be issued or in the possession of
any person or will be issued or be in
the possession of any person in each
case for the purpose of issue, whether
in Hong Kong or elsewhere, which is
directed at, or the contents of which
are likely to be accessed or read by,
the public of Hong Kong (except if
permitted to do so under the securities
laws of Hong Kong) other than with
respect to the Green Bonds which are or
are intended to be disposed of only to
persons outside Hong Kong or only to
“professional investors” as defined in the
SFO and any rules made under the SFO.
Australia
No prospectus or other disclosure
document (as defined in the
Corporations Act 2001 of Australia
(“Corporations Act”)) in relation to
the Green Bonds has been, or will be,
lodged with the Australian Securities
and Investments Commission (“ASIC”)
or any other regulatory authority in
Australia. No person may:
a. make or invite (directly or
indirectly) an offer of the Green
Bonds for issue, sale or purchase in,
to or from Australia (including an
offer or invitation which is received
by a person in Australia); and
b. distribute or publish, any terms
sheet, information memorandum,
prospectus or any other offering
material or advertisement relating
to the Green Bonds in Australia,
unless:
i. the aggregate consideration
payable by each offeree or
invitee is at least A$500,000 (or
its equivalent in an alternative
currency and, in either case,
disregarding moneys lent by the
offeror or its associates) or the offer
or invitation otherwise does not
require disclosure to investors in
accordance with Part 6D.2 or Part
7.9 of the Corporations Act;
ii. the offer or invitation is not made
to a person who is a “retail client”
within the meaning of section 761G
of the Corporations Act;
iii. such action complies with all
applicable laws, regulations and
directives; and
iv. such action does not require any
document to be lodged with ASIC
or any other regulatory authority
in Australia.
Part B –
general selling restrictions
The Green Bonds may only be offered
for sale or sold in New Zealand in
conformity with all applicable laws and
regulations in New Zealand. No Green
Bonds may be offered for sale or sold
in any other country or jurisdiction
except in conformity with all
applicable laws and regulations of that
country or jurisdiction. No offering
document or other offering material
in respect of the Green Bonds may
be published, delivered or distributed
in or from any country or jurisdiction
except under circumstances which will
result in compliance with all applicable
laws and regulations in that country
or jurisdiction. No action has been or
will be taken by Meridian which would
permit an offer of Green Bonds to the
public, or possession or distribution of
any offering material, in any country
or jurisdiction where action for that
purpose is required (other than
New Zealand).
By purchasing the Green Bonds, each
Holder is deemed to have indemnified
Meridian in respect of any loss, cost,
liability or expense sustained or incurred
by Meridian as a result of the breach
by the Holder of the selling restrictions
contained in the above paragraph.
MERIDIAN ENERGY LIMITEDi Terms Sheet Fixed Rate Green Bonds.12