Mercury launches retail green bond offer

Mercury launches retail Green Bond offer
6 June 2023 - Mercury NZ Limited (Mercury) confirmed today that it is offering up to $100 million (with the ability to
accept up to an additional $50 million in oversubscriptions at Mercury’s discretion) of 5 year unsecured,
unsubordinated fixed rate green bonds (Green Bonds) to institutional investors and New Zealand retail investors.
The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt
securities of the same class as existing quoted debt securities. The offer is expected to close on 9 June 2023, with
the Green Bonds expected to be issued on 19 June 2023.
The interest rate for the Green Bonds will be set on the rate set date as being equal to the underlying swap rate
plus the issue margin, subject to a minimum interest rate of 5.40% per annum.
The indicative issue margin range for the Green Bonds is 1.05% to 1.15% per annum. An announcement of the
actual issue margin (which may be within, above or below the indicative issue margin range) and interest rate is
expected to be made via NZX on 9 June 2023 following a bookbuild process.
The Green Bonds are expected to be rated BBB+ by S&P Global Ratings.
The proceeds of the Green Bonds are intended to be earmarked to finance and refinance Eligible Projects in
accordance with Mercury’s Green Financing Framework dated August 2020.
There is no public pool for the offer, with all of the Green Bonds being reserved for clients of the Joint Lead
Managers, NZX participants and other approved financial intermediaries.
Full details of the offer are contained in the indicative terms sheet. The indicative terms sheet is attached, is
available through www.mercury.co.nz/mcy060 or by contacting a Joint Lead Manager or your usual financial adviser.
A copy of the investor presentation has also been provided to NZX with this announcement.
Arranger, Green Bond Co-ordinator for this offer and Joint Lead Manager

0800 269 476
Joint Lead Managers


0800 226 263 0800 367 227
ENDS
STOCK EXCHANGE LISTINGS: NEW ZEALAND (MCY) / AUSTRALIA (MCY)

NEWS RELEASE

Page 2 of 2

Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited

For investor relations queries, please contact:
Paul Ruediger
Head of Business Performance and Investor Relations
0275 173 470
For media queries, please contact:
Shannon Goldstone
Head of Communications
027 210 5337
investor@mercury.co.nz media@mercury.co.nz

ABOUT MERCURY NZ LIMITED
We generate electricity from 100% renewable sources – hydro, geothermal and wind. We also sell utility services to
our customers through our retail brands – Mercury, Trustpower and GLOBUG.
We’re listed on the New Zealand Stock Exchange and the Australian Stock Exchange with foreign exempt listed
status with the ticker symbol ‘MCY’. The New Zealand Government holds a legislated 51% shareholding in the
Company. Visit us at: www.mercury.co.nz

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RETAIL GREEN BOND 20231
INDICATIVE
TERMS SHEET.
Arranger, Green Bond Co-ordinator
& Joint Lead Manager
Joint Lead
Managers
RETAIL GREEN BOND OFFER 2023.

RETAIL GREEN BOND 20232
Dated 6 June 2023
This indicative terms sheet (Terms Sheet) sets out the key terms of
the offer by Mercury NZ Limited (Mercury) of up to $100,000,000
(with the ability to accept oversubscriptions of up to an additional
$50,000,000 at Mercury’s discretion) of 5 year unsecured,
unsubordinated, fixed rate green bonds maturing on 19 June 2028
(Green Bonds) under its master trust deed dated 4 April 2003 (as
amended from time to time) (Master Trust Deed) as modified and
supplemented by the supplemental trust deed dated 6 June 2023
(together, the Trust Deed) entered into between Mercury and The
New Zealand Guardian Trust Company Limited as supervisor (Bond
Supervisor). Unless the context otherwise requires, capitalised terms
used in this Terms Sheet have the same meaning as given to them in
the Trust Deed.
IMPORTANT NOTICE
The offer of Green Bonds by Mercury 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 debt securities
that have identical rights, privileges, limitations and conditions (except
for the interest rate and maturity date) as:
• Mercury’s $200,000,000 unsecured, unsubordinated, fixed
rate green bonds with an interest rate of 1.56% per annum
and a maturity date of 14 September 2027, which are currently
quoted on the NZX Debt Market under the ticker code MCY030
(MCY030 Bonds); and
• Mercury’s $200,000,000 unsecured, unsubordinated, fixed
rate green bonds with an interest rate of 2.16% per annum and
a maturity date of 29 September 2026, which are currently
quoted on the NZX Debt Market under the ticker code MCY040
(MCY040 Bonds).
Accordingly, the Green Bonds are the same class as the MCY030
Bonds and MCY040 Bonds for the purposes of the FMCA and the
Financial Markets Conduct Regulations 2014.
Mercury 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/MCY.
The MCY030 Bonds and MCY040 Bonds are the only debt securities
of Mercury that are in the same class as the Green Bonds and are
currently quoted on the NZX Debt Market.
Investors should look to the market price of the MCY030 Bonds and
MCY040 Bonds referred to above to find out how the market assesses
the returns and risk premium for those bonds. When comparing the
yield of different debt securities, it is important to consider all relevant
factors (including credit rating (if any), maturity and other terms of the
relevant debt securities).
Important information
You should read the ‘Important Information’ in Schedule 3 of this
Terms Sheet.
INDICATIVE TERMS SHEET.

RETAIL GREEN BOND 20233
IssuerMercury NZ Limited (Mercury).
Description of
Green Bonds
Unsecured, unsubordinated, fixed rate green bonds (Green Bonds).
Term5 years, maturing 19 June 2028 (Maturity Date).
Offer Amount
Up to $100,000,000 (with the ability to accept oversubscriptions of up to an
additional $50,000,000 at Mercury’s discretion).
Credit Ratings
Mercury’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 Mercury.
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 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.
PurposeThe proceeds of this offer are intended to be earmarked to finance or refinance new or
existing projects and expenditures relating to renewable energy and other eligible projects
(Eligible Projects), in accordance with Mercury’s Green Financing Framework dated August 2020
(as amended from time to time) (the Green Financing Framework). In particular, as at the date of
this Terms Sheet, Mercury expects to apply the net proceeds of the offer to refinance existing debt,
and to track an amount equal to the net proceeds within its systems, earmarked to Eligible Projects.
The Green Financing Framework provides for net proceeds of green financing (including the
Green Bonds) to be no greater than Mercury’s debt obligation to the pool of Eligible Projects,
and the total value of Eligible Projects to be at least equal to the original principal amount of
total green financing.
A copy of the Green Financing Framework is available on Mercury’s website at
www.mercury.co.nz/green-bonds
The Bond Supervisor has no obligations in relation to the application of the proceeds
of the Green Bonds.
Issuer Credit RatingExpected Issue Credit Rating for Green Bonds
S&P Global RatingsBBB+ (stable)BBB+

RETAIL GREEN BOND 20234
The Green Bond
Principles and Climate
Bonds Standard
Mercury has developed and adopted the Green Financing Framework to ensure that, as at the date
of this Terms Sheet, its processes for identifying Eligible Projects and managing the use of the
proceeds of the Green Bonds are consistent with the Green Bond Principles (as amended from time
to time, the Green Bond Principles) as published by the International Capital Market Association
and the Climate Bonds Standard (as amended from time to time, the Climate Bonds Standard),
implemented by the Climate Bonds Initiative (CBI).
Mercury has obtained programmatic certification of its green bonds from CBI. Programmatic
certification requires Mercury to obtain independent annual verification of all issuances under
Mercury’s green bond programme for the duration of the programme. Mercury has also obtained
specific CBI pre-issuance certification of the Green Bonds to be issued.
Copies of the CBI certifications and limited assurance conclusions from an independent verifier,
DNV GL Business Assurance Australia Pty Ltd are available on Mercury’s website at
www.mercury.co.nz/green-bonds
No Event of Default
in relation to Green
Financing Framework,
Green Bond Principles
or Climate Bonds
Standard
If:
• Mercury fails to earmark the proceeds of the Green Bonds as described in this Terms Sheet
or the Green Financing Framework;
• Mercury fails to comply with the Green Financing Framework;
• Mercury undertakes non-Eligible Projects outside of the Green Financing Framework;
• Mercury fails to comply with any environmental laws and standards in respect of the Eligible
Projects or otherwise;
• the Green Bonds cease to satisfy the Green Bond Principles or the Climate Bonds Standard;
• Mercury fails to maintain CBI certification of the Green Bonds; or
• Mercury fails to notify holders of Green Bonds (Bondholders) that the Green Bonds cease
to comply with the Green Financing Framework, the Green Bond Principles or the
Climate Bonds Standard,
then:
• no Event of Default will occur in relation to the Green Bonds; and
• neither you nor Mercury have any right for the Green Bonds to be repaid early.
Mercury’s obligations under the Trust Deed are not affected by the labelling of the Green Bonds as
green bonds, and any breach of the Trust Deed (including in relation to non-compliance with any
laws, directives and consents, whether environmental or otherwise) is to be determined without
regard to any such green bond label, the Green Financing Framework, the Green Bond Principles
or the Climate Bonds Standard. Should any of the above scenarios occur (or market practices,
standards, principles or regulations further develop in a way that the Green Bonds are not consistent
with):
• the Green Bonds may cease to be labelled as green bonds but will remain unsecured,
unsubordinated fixed rate bonds. If the Green Bonds cease to be labelled as green bonds,
then Mercury will make a public statement as such, and from that point in time, the Green
Financing Framework will no longer govern the management of the bonds. This means there is
no legal obligation on Mercury to comply with the Green Financing Framework, the Green Bond
Principles or the Climate Bonds Standard on an ongoing basis; and
• Bondholders that invested in Green Bonds on the basis of the green label or compliance with
green principles or standards may consider that the bonds no longer align with their intentions
or requirements. Bondholders looking to sell their bonds at that time may have increased
difficulty finding interested buyers or obtaining an acceptable price.

RETAIL GREEN BOND 20235
Issue Price$1.00 per Green Bond, being the Principal Amount of each Green Bond.
Interest RateThe Green Bonds will pay a fixed rate of interest from the Issue Date until the Maturity Date.
The Interest Rate will be determined by Mercury in conjunction with the Joint Lead Managers on the
Rate Set Date (9 June 2023) and will be the sum of the Swap Rate on the Rate Set Date and the
Issue Margin, but in any case will be no less than the minimum Interest Rate of 5.40% per annum.
The Interest Rate will be announced via NZX on the Rate Set Date.
Issue MarginThe Issue Margin (which may be above or below the indicative Issue Margin range) will be
determined by Mercury in conjunction with the Joint Lead Managers following a bookbuild
on the Rate Set Date.
Indicative Issue
Margin Range
1.05% to 1.15% per annum.
Swap Rate
The mid-market rate for an interest rate swap of a term matching the period from the Issue Date to
the Maturity Date as calculated by the Arranger in conjunction with Mercury, 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 rounded up).
Interest PaymentsSemi-annual in arrear in equal amounts on 19 June and 19 December in each year (or if that day is
not a Business Day, the next Business Day and no adjustment will be made to the amount payable
as a result in the delay of payment) until and including the Maturity Date, with the First Interest
Payment Date being 19 December 2023.
Record Date5.00pm on the date that is 10 calendar days before the relevant scheduled Interest Payment
Date (prior to any adjustment to the Interest Payment Date to fall on a Business Day). If the record
date falls on a day which is not a Business Day, the record date will be the immediately preceding
Business Day.
Financial CovenantMercury agrees to ensure that Net Worth (being total assets less total liabilities of Mercury and its
subsidiaries, on a consolidated basis, calculated in accordance with the Master Trust Deed) at any
time will not be less than $500 million.
No GuaranteeMercury is the issuer and the sole obligor in respect of the Green Bonds. None of the Crown,
any subsidiary of Mercury or any other person guarantees the Green Bonds.
Mercury has some guaranteed liabilities to USPP noteholders and banks (Guaranteed Liabilities).
The Guaranteed Liabilities are unsecured but (unlike Bondholders) those creditors have the
benefit of guarantees from certain subsidiaries of Mercury so may also claim directly against
those subsidiaries.
RankingOn a liquidation of Mercury, the Green Bonds will rank as unsecured and unsubordinated
obligations of Mercury and will rank:
• below any secured liabilities and liabilities which are preferred by law;
• equally with Guaranteed Liabilities, however (unlike Bondholders, as described above) the
creditors of Guaranteed Liabilities have the benefit of guarantees from certain subsidiaries of
Mercury so may also claim directly against those subsidiaries;
• equally with (and will be repaid at the same time and pro rata with) all other unsecured and
unsubordinated liabilities of Mercury, such as those owing to other Bondholders; and
• ahead of Mercury’s subordinated liabilities (including capital bonds) and shareholders.

RETAIL GREEN BOND 20236
SecurityThe Green Bonds are not secured.
How to ApplyThere is no public pool for the Green Bonds. All Green Bonds (including any oversubscriptions) will be
reserved for subscription by clients of the Joint Lead Managers, NZX participants and other approved
financial intermediaries invited to participate in the bookbuild.
Accordingly, retail investors should contact a Joint Lead Manager, financial adviser or any primary market
participant for details on how to acquire Green Bonds. You can find a primary market participant by
visiting www.nzx.com/services/market-participants/find-a-participant.
Each investor’s financial adviser will be able to advise the requirements for 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.
ISINNZMCYDG006C1.
QuotationApplication has been made to NZX for permission to quote the Green Bonds on the NZX Debt
Market and all the requirements of NZX relating to that quotation that can be complied with on
or before the date of distribution of the Terms Sheet have been duly complied with. However, the
Green Bonds have not yet been approved for trading and NZX accepts no responsibility for any
statement in the Terms Sheet. NZX is a licensed market operator, and the NZX Debt Market is a
licensed market under the FMCA.
NZX ticker code MCY060 has been reserved for the Green Bonds.
Minimum Application
Amount
$5,000 and multiples of $1,000 thereafter.
Arranger & Green
Bond Co-ordinator
ANZ Bank New Zealand Limited (ANZ).
Joint Lead ManagersANZ, Craigs Investment Partners Limited and Forsyth Barr Limited.
Bond SupervisorThe New Zealand Guardian Trust Company Limited.
Securities RegistrarComputershare Investor Services Limited.
Governing LawNew Zealand.
Further Payments,
Fees or Charges
Taxes may be deducted from interest payments on the Green Bonds.
You are not required to pay brokerage or any other fees or charges to Mercury 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.

RETAIL GREEN BOND 20237
Selling RestrictionsThe Green Bonds may only be offered or sold in conformity with all applicable laws and regulations
in New Zealand and in any other jurisdiction in which the Green Bonds are offered, sold or delivered.
Specific selling restrictions as of the date of the Terms Sheet are set out in Schedule 2 to this
Terms Sheet for the United States, Australia, Hong Kong, Japan, Singapore, Switzerland and the
United Kingdom.
No action has been or will be taken by Mercury which would permit a public offer of Green Bonds,
or possession or distribution of any offering material, in any country or jurisdiction where action for
that purpose is required (other than New Zealand).
No person may purchase, offer, sell, distribute or deliver Green Bonds, or have in their possession,
publish, deliver or distribute to any person, any offering material or any documents in connection
with the Green Bonds, in any jurisdiction other than in compliance with all applicable laws and
regulations and the specific selling restrictions set out in Schedule 2 to this Terms Sheet.
By subscribing for Green Bonds, you indemnify Mercury, the Arranger, the Joint Lead Managers, the
Green Bond Co-ordinator, the Securities Registrar and the Bond Supervisor in respect of any loss
incurred as a result of you breaching these selling restrictions.

RETAIL GREEN BOND 20238
Opening Date6 June 2023
Closing Date9 June 2023 at 11am
Rate Set Date9 June 2023
Issue Date and Allotment Date19 June 2023
Expected Date of Initial
Quotation on NZX Debt Market
20 June 2023
The timetable is indicative only and subject to change. Mercury may, in its absolute discretion and without notice, vary the timetable
(including by opening or closing the offer early, accepting late applications and extending the Closing Date). If the Closing Date is
extended, the Rate Set Date, the Issue 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 also be extended. Any such changes will not affect the validity of any
applications received.
Mercury reserves the right to cancel the offer and the issue of the Green Bonds, in which case any application monies received will be
refunded (without interest) as soon as practicable and in any event within 5 Business Days of the cancellation.
IMPORTANT DATES.

RETAIL GREEN BOND 20239
CONTAC T DE TAIL S
Issuer
Mercury NZ Limited
33 Broadway
Newmarket
Auckland 1023
Arranger, Green Bond Co-ordinator
& Joint Lead Manager
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland Central
Auckland 1010
Joint Lead Managers
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Forsyth Barr Limited
Level 23 Shortland & Fort
88 Shortland Street
Auckland 1010
Bond Supervisor
The New Zealand Guardian Trust Company Limited
Level 14, 191 Queen Street
Auckland 1010
Securities Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Legal advisers to Mercury
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
PO Box 2206
Auckland 1140
A copy of the Trust Deed is available at Mercury’s website at
www.mercury.co.nz/mcy060
Any internet site addresses provided in the 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 Mercury, visit
www.nzx.com/companies/MCY.
OTHER INFORMATION.

RETAIL GREEN BOND 202310
The certification of the Green Bonds as Climate Bonds by the
Climate Bonds Initiative is based solely on the Climate Bond
Standard and does not, and is not intended to, make any
representation or give any assurance with respect to any other
matter relating to the Green Bonds or any Eligible Project, including
but not limited to the Terms Sheet, the transaction documents,
Mercury or the management of Mercury.
The certification of the Green Bonds as Climate Bonds by the
Climate Bonds Initiative was addressed solely to the board of
directors of Mercury and is not a recommendation to any person
to purchase, hold or sell the Green Bonds and such certification
does not address the market price or suitability of the Green Bonds
for a particular investor. The certification also does not address the
merits of the decision by Mercury or any third party to participate
in any Eligible Project and does not express and should not be
deemed to be an expression of an opinion as to Mercury or any
aspect of any Eligible Project (including but not limited to the
financial viability of any Eligible Project) 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
SCHEDULE 1 – CBI DISCLAIMER.
and rely upon the accuracy 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 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 Eligible Project or Mercury. In addition, the
Climate Bonds Initiative does not assume any obligation to conduct
(and it has not conducted) any physical inspection of any Eligible
Project. 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 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.

RETAIL GREEN BOND 202311
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 except in either case pursuant
to a valid exemption from registration in accordance with
Regulation S under the Securities Act. Terms used above
have the meaning given to them by Regulation S.”
Until 40 days after the completion of the distribution of all Green
Bonds, an offer or sale of the Green Bonds within the United
States by any Joint Lead Manager or any dealer or other distributor
(whether or not participating in the offering) may violate the
registration requirements of the Securities Act if such offer or sale
is made otherwise than in accordance with Regulation S.
AUSTRALIA
This Terms Sheet and the offer of Green Bonds are only made
available in Australia to persons to whom an offer of securities
can be made without disclosure in accordance with applicable
exemptions in sections 708(8) (sophisticated investors) or 708(11)
(professional investors) of the Australian Corporations Act 2001 (the
Corporations Act). This Terms Sheet is not a prospectus, product
disclosure statement or any other formal “disclosure document”
for the purposes of Australian law and is not required to, and
does not, contain all the information which would be required in a
“disclosure document” under Australian law. This Terms Sheet has
not been and will not be lodged or registered with the Australian
Securities & Investments Commission or the Australian Securities
Exchange and the issuer is not subject to the continuous disclosure
requirements that apply in Australia.
Prospective investors should not construe anything in this Terms
Sheet as legal, business or tax advice nor as financial product
advice for the purposes of Chapter 7 of the Corporations Act.
Investors in Australia should be aware that the offer of Green
Bonds for resale in Australia within 12 months of their issue may,
under section 707(3) of the Corporations Act, require disclosure to
investors under Part 6D.2 if none of the exemptions in section 708
of the Corporations Act apply to the re-sale.
GENERAL
The Green Bonds may only be offered or sold in conformity with all
applicable laws and regulations in New Zealand and in any other
jurisdiction in which the Green Bonds are offered, sold or delivered.
Specific selling restrictions as of the date of this Terms Sheet are
set out below for the United States, Australia, Hong Kong, Japan,
Singapore, the United Kingdom and Switzerland.
No action has been or will be taken by Mercury which would permit
an offer of Green Bonds, or possession or distribution of any
offering material, in any country or jurisdiction where action for that
purpose is required (other than New Zealand).
No person may purchase, offer, sell, distribute or deliver Green
Bonds, or have in their possession, publish, deliver or distribute to
any person, any offering material or any documents in connection
with the Green Bonds, in any jurisdiction other than in compliance
with all applicable laws and regulations and the specific selling
restrictions set out below. Only the Joint Lead Managers may
distribute this Terms Sheet outside New Zealand and only in
compliance with the specific selling restrictions set out below. In
particular, this Terms Sheet may not be distributed to any person in
the United States and the Green Bonds may not be offered or sold,
directly or indirectly, to any person in the United States.
By subscribing for Green Bonds, you indemnify Mercury, the
Arranger, the Joint Lead Managers, the Green Bond Co-ordinator,
the Securities Registrar and the Bond Supervisor in respect of any
loss incurred as a result of you breaching these selling restrictions.
U N IT ED S TAT ES
The Green Bonds have not been, and will not be, registered under
the Securities Act of 1933, as amended (the Securities Act) and
may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act (Regulation S)) except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.
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 except in accordance
with Rule 903 of Regulation S. Any Green Bonds sold to any
distributor, dealer or person receiving a selling concession, fee or
other remuneration during the distribution compliance period
SCHEDULE 2 – SELLING RESTRICTIONS.

RETAIL GREEN BOND 202312
HONG KONG
WARNING: This Terms Sheet has not been, and will not be,
registered as a prospectus under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor
has it been authorised by the Securities and Futures Commission in
Hong Kong pursuant to the Securities and Futures Ordinance
(Cap. 571) of the Laws of Hong Kong (the SFO). No action has been
taken in Hong Kong to authorise or register this Terms Sheet or
to permit the distribution of this Terms Sheet or any documents
issued in connection with it. Accordingly, the Green Bonds have not
been and will not be offered or sold in Hong Kong other than to
“professional investors” (as defined in the SFO and any rules
made under that ordinance).
No advertisement, invitation or document relating to the Green
Bonds has been or will be issued, or has been or will be in the
possession of any person for the purpose of issue, in Hong Kong
or elsewhere that 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 Green Bonds that are or are intended
to be disposed of only to persons outside Hong Kong or only to
professional investors. No person allotted Green Bonds may sell,
or offer to sell, such securities in circumstances that amount to an
offer to the public in Hong Kong within six months following the
date of issue of such securities.
The contents of this Terms Sheet has not been reviewed by any
Hong Kong regulatory authority. You are advised to exercise caution
in relation to the offer. If you are in doubt about any contents of this
Terms Sheet, you should obtain independent professional advice.
JAPAN
The Green Bonds have not been and will not be registered under
Article 4, paragraph 1 of the Financial Instruments and Exchange
Law of Japan (Law No. 25 of 1948), as amended (the FIEL)
pursuant to an exemption from the registration requirements
applicable to a private placement of securities to Qualified
Institutional Investors (as defined in and in accordance with Article
2, paragraph 3 of the FIEL and the regulations promulgated
thereunder). Accordingly, the Green Bonds may not be offered
or sold, directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan other than Qualified Institutional Investors.
Any Qualified Institutional Investor who acquires Green Bonds
may not resell them to any person in Japan that is not a Qualified
Institutional Investor, and acquisition by any such person of
Green Bonds is conditional upon the execution of an agreement
to that effect.
SINGAPORE
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT
CLASSIFICATION: Solely for the purposes of sections 309B(1)(a)
and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of
Singapore) (the SFA), Mercury 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).
This Terms Sheet and any other materials relating to the Green
Bonds have not been, and will not be, lodged or registered as a
prospectus in Singapore with the Monetary Authority of Singapore.
Accordingly, this Terms Sheet and any other document or materials
in connection with the offer or sale, or invitation for subscription
or purchase, of Green Bonds, may not be issued, 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 persons in Singapore except
pursuant to and in accordance with exemptions in Subdivision (4)
Division 1, Part XIII of the SFA, or as otherwise pursuant to, and in
accordance with the conditions of any other applicable provisions
of the SFA.
This Terms Sheet has been given to you on the basis that you
are (i) an “institutional investor” (as defined in the SFA) or (ii) an
“accredited investor” (as defined in the SFA). In the event that you
are not an investor falling within any of the categories set out above,
please return this Terms Sheet immediately. You may not forward
or circulate this Terms Sheet to any other person in Singapore.
Any offer is not made to you with a view to the Green Bonds being
subsequently offered for sale to any other party. There are on-sale
restrictions in Singapore that may be applicable to investors who
acquire Green Bonds. As such, investors are advised to acquaint
themselves with the SFA provisions relating to resale restrictions in
Singapore and comply accordingly.

RETAIL GREEN BOND 202313
SWITZERLAND
The Green Bonds may not be publicly offered in Switzerland and
will not be listed on the SIX Swiss Exchange or on any other stock
exchange or regulated trading facility in Switzerland. Neither this
Terms Sheet nor any other offering or marketing material relating
to the Green Bonds constitutes a prospectus or a similar notice,
as such terms are understood under art. 35 of the Swiss Financial
Services Act (FinSA) or the listing rules of any stock exchange or
regulated trading facility in Switzerland.
No offering or marketing material relating to the Green Bonds has
been, nor will be, filed with or approved by any Swiss regulatory
authority or authorised review body. In particular, this Terms Sheet
will not be filed with, and the offer of Green Bonds will not be
supervised by, the Swiss Financial Market Supervisory Authority.
Neither this Terms Sheet nor any other offering or marketing
material relating to the Green Bonds may be publicly distributed or
otherwise made publicly available in Switzerland. The Green Bonds
will only be offered to investors who qualify as “professional clients”
(as defined in the FinSA). This Terms Sheet is personal to the
recipient and not for general circulation in Switzerland.
UNITED KINGDOM
Neither this Terms Sheet nor any other document relating to the
offer has been delivered for approval to the Financial Conduct
Authority in the United Kingdom and no prospectus (within the
meaning of section 85 of the Financial Services and Markets Act
2000, as amended (FSMA)) has been published or is intended to
be published in respect of the Green Bonds.

The Green Bonds may not be offered or sold in the United
Kingdom by means of this Terms Sheet or any other document,
except in circumstances that do not require the publication
of a prospectus under section 86(1) of the FSMA. This Terms
Sheet is issued on a confidential basis in the United Kingdom to
“qualified investors” (within the meaning of Article 2(e) of the UK
Prospectus Regulation). This Terms Sheet may not be distributed
or reproduced, in whole or in part, nor may its contents be disclosed
by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) received in
connection with the issue or sale of the Green Bonds has only
been communicated or caused to be communicated and will only
be communicated or caused to be communicated in the United
Kingdom in circumstances in which section 21(1) of the FSMA does
not apply to Mercury.
In the United Kingdom, this Terms Sheet is being distributed only
to, and is directed at, persons (i) who have professional experience
in matters relating to investments falling within Article 19(5)
(investment professionals) of the Financial Services and Markets
Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall
within the categories of persons referred to in Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc.) of
the FPO or (iii) to whom it may otherwise be lawfully communicated
(together, relevant persons). The investment to which this Terms
Sheet relates is available only to relevant persons. Any person who
is not a relevant person should not act or rely on this Terms Sheet.

RETAIL GREEN BOND 202314
The Arranger, the Green Bond Co-ordinator, the Joint Lead
Managers, the Securities Registrar and the Bond 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 the Arranger, the Green Bond Co-ordinator,
the Joint Lead Managers, the Securities Registrar and the Bond
Supervisor or any of their respective directors, officers, employees,
agents or advisers to purchase, any Green Bonds.
You must make your own independent investigation and
assessment of the financial condition and affairs of Mercury
before deciding whether or not to invest in the Green Bonds.
SCHEDULE 3 – IMPORTANT INFORMATION.

RETAIL GREEN BOND 202315

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