Indicative Margin & Minimum Interest Rate for Green Bonds

NZX RELEASE
14 March 2023
Indicative Margin & Minimum Interest Rate for Green
Bonds


Kiwi Property Group Limited (KPG) today announced the indicative margin range and
minimum interest rate for its 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).

The interest rate for the Green Bonds will be the greater of:
>
the minimum interest rate of 6.00% per annum; and
> the sum of the base rate plus the margin.

The indicative margin range for the Green Bonds is 1.75% to 1.85% per annum.

The actual margin (which may be within, above or below the indicative margin range) and
interest rate for the Green Bonds will be set following a bookbuild process, which is expected
to be completed on 17 March 2023, and announced via NZX on or about that date.

The Offer opens today and is expected to close on 17 March 2023, with the Green Bonds
expected to be issued on 27 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).

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.

Details of the Offer are contained in the product disclosure statement dated 6 March 2023
(PDS). The PDS is available at kiwiproperty.com/corporate/green-bond
or by contacting a
Joint Lead Manager (details below) or your usual financial advice provider. Investors must
obtain the PDS before they decide to acquire any Green Bonds.

A copy of the indicative terms sheet (updated for the indicative margin range and minimum
interest rate set out above) has been provided to NZX with this announcement and that
indicative terms sheet is also available at kiwiproperty.com/corporate/green-bond.

2
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
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. Kiwi Property is licensed under the
Real Estate Agents Act 2008. To find out more, visit our website kp.co.nz

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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: 14 March 2023
Arranger, Green Bond
Co-ordinator and
Joint Lead Manager:
Joint Lead
Managers:

Kiwi Property
Indicative Terms Sheet
2
Indicative Terms Sheet
dated 14 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 6.00% per annum (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.
MarginThe indicative Margin range is 1.75% to 1.85% per annum.
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.
BrokerageKiwi Property will pay brokerage of 0.50% of the aggregate Principal Amount of Green Bonds
issued plus 0.25% on firm allocations. Such amounts will be paid to the Arranger who will
distribute as appropriate to Primary Market Participants and approved financial intermediaries.
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