Channel Infrastructure NZ Limited/Announcement

Channel launches retail bond offer

Debt Issuance29 October 2023CHIEnergy

channelnz.com

NZX RELEASE
30 October 2023

Channel Infrastructure launches unsecured, unsubordinated, fixed rate bond offer

Channel Infrastructure NZ Limited (Channel Infrastructure) confirmed today that it is offering up to
$75,000,000 (with the ability to accept oversubscriptions of up to an additional $25,000,000 at Channel
Infrastructure’s discretion) of 6 year, unsecured, unsubordinated, fixed rate bonds (Bonds) maturing
on 14 November 2029 to investors resident in New Zealand and institutional investors.

The offer opens today, 30 October 2023, and is expected to close on 3 November 2023 at 11am (New
Zealand time).

The interest rate will be set as the sum of the underlying swap rate plus the issue margin, subject to a
minimum interest rate of 6.75% per annum. The indicative issue margin range for the Bonds is 1.70%
to 1.85% per annum. The actual issue margin will be set following a bookbuild process and may be
above, below or within that indicative range.

An announcement of the interest rate is expected to be made via NZX on 3 November 2023. The terms
sheet will be updated to include the interest rate, the issue margin and the issue amount and will be
released on the same day. The Bonds are expected to be issued on 14 November 2023 (Issue Date).

Channel Infrastructure has the right to redeem its subordinated notes which are quoted on the NZX
Debt Market under the ticker code CHI010 (Subordinated Notes) on 1 March 2024 (being the first
scheduled election date) and intends to do so if the offer is successful.

Subordinated noteholders that hold Subordinated Notes through a custodial account (and who wish to
apply for the Bonds) (Custodial Subordinated Noteholders) may be able to exchange all or some of
their Subordinated Notes for an equal number of Bonds on the Issue Date of the Bonds (on a one-for-
one basis at a face value of $1.00).

Holders of Subordinated Notes who do not hold those Subordinated Notes through a custodial account,
and who are interested in potentially participating in the exchange mechanism, should contact their
usual financial advice provider as soon as possible to discuss whether their holding can be moved to a
custodial account.

This exchange mechanism will only be available to a Custodial Subordinated Noteholder if:

(a) the Custodial Subordinated Noteholder receives an allocation of Bonds from a participant in the
bookbuild for the offer; and

(b) Channel Infrastructure and the relevant participant (acting on the authorisation of the Custodial
Subordinated Noteholder) have agreed to the exchange in respect of an agreed number of
Subordinated Notes (Exchanged Subordinated Notes).

For the avoidance of doubt, the exchange mechanism does not restrict:

(a) a Custodial Subordinated Noteholder from seeking to invest in more or less Bonds under the
offer than the number of Subordinated Notes beneficially held by the Custodial Subordinated
Noteholder; or

channelnz.com
(b) any other holder of Subordinated Notes (that is not a Custodial Subordinated Noteholder) from
seeking to invest in the Bonds under the offer.

Any Exchanged Subordinated Notes purchased by Channel Infrastructure under the exchange
mechanism will be cancelled. This will reduce the total amount of Subordinated Notes outstanding which
may impact trading of the Subordinated Notes on the secondary NZX Debt Market.

To allow for an orderly settlement, a trading halt in respect of the Subordinated Notes will occur from
pre-market trading on Monday, 6 November 2023 (being the first trading day following the rate set date)
to pre-market trading on Wednesday, 15 November 2023 (being the expected date of initial quotation
of the Bonds).

There is no public pool for the offer, with all of the Bonds being reserved for clients of the Joint Lead
Managers, Primary Market Participants and other approved financial intermediaries.

The offer is being made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt
securities of the same class as Channel Infrastructure’s existing quoted debt securities which are
quoted on the NZX Debt Market under the ticker code CHI020. The notice required by the Financial
Markets Conduct Regulations 2014 has been provided to NZX with this announcement. The Bonds are
expected to be quoted on the NZX Debt Market on 15 November 2023 under ticker code CHI030.

Full details of the offer are contained in the indicative terms sheet. A copy of the indicative terms sheet,
along with an investor presentation, are attached and also available through
www.channelnz.com/investor-centre/bond-offer.

Interested investors should contact a Joint Lead Manager (details below) or their usual financial advice
provider.

Joint Lead Managers

0800 269 476 0800 226 263 0800 367 227 0800 005 678

-ENDS-

Authorised by:

Chris Bougen
General Counsel and Company Secretary

Contact details:

Investor Relations contact:
Anna Bonney
investorrelations@channelnz.com

Media contact:
Laura Malcolm
communications@channelnz.com

channelnz.com
About Channel Infrastructure

Channel Infrastructure’s vision is to be a world-class infrastructure company, delivering resilient
infrastructure solutions to help meet changing fuel and energy needs.
Channel Infrastructure’s assets are a critical part of the Northland and Auckland fuel supply chain,
supplying around 40% of New Zealand’s transport fuel demand and all of the jet fuel to the Auckland
International Airport. Utilising the deep-water harbour and jetty infrastructure at Marsden Point, as well
as 280 million litres of storage tanks, and the 170-kilometre pipeline from Marsden Point to Auckland
we receive, store, test and distribute fuel owned by our customers. Channel Infrastructure’s wholly-
owned subsidiary, Independent Petroleum Laboratory Limited, provides fuel quality testing services at
Marsden Point and around New Zealand.
Channel Infrastructure will seek to support New Zealand’s decarbonisation ambitions, by utilising our
strategically-located assets and our expertise in supply chain infrastructure. The Company remains
focused on its future growth opportunities at the Marsden Point site and beyond, including additional
fuel storage to support fuel security and studies underway with partners on hydrogen and sustainable
aviation fuel opportunities.
For more information on Channel Infrastructure, please visit: www.channelnz.com

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Unsecured,
Unsubordinated,
6 year fi xed
rate bonds
30 October 2023
Joint Lead Managers:
Indicative
Terms Sheet

Indicative terms sheet dated
30 October 2023
Unsecured, unsubordinated, fixed rate bonds due 14 November 2029
This indicative terms sheet (Terms Sheet) is prepared in respect of an offer (Offer) by Channel Infrastructure NZ Limited
(Channel Infrastructure) of up to $75,000,000 of unsecured, unsubordinated, fixed rate bonds (Bonds) (with the ability
to accept oversubscriptions of up to an additional $25,000,000 at Channel Infrastructure’s discretion) under its Master
Trust Deed dated 20 November 2018 (as amended on 27 June 2019 and from time to time) (Trust Deed), as modified
and supplemented by the supplemental deed dated 29 October 2023 (Supplemental Deed and, together with the
Trust Deed,
Trust Documents). Capitalised terms used but not defined in this Terms Sheet have the meaning given to
them in the Trust Documents.
Important Notice
The Offer of debt securities by Channel Infrastructure is being made in reliance upon the exclusion in clause 19 of
schedule 1 of the Financial Markets Conduct Act 2013 (FMCA). Except for the interest rate and maturity date, the
Bonds will have identical rights, privileges, limitations and conditions as Channel Infrastructure’s $100,000,000 5.80%
unsecured, unsubordinated, fixed rate bonds maturing on 20 May 2027 which are quoted on the NZX Debt Market
under the ticker code CHI020 (Existing Bonds).
Accordingly, the Bonds are of the same class as the Existing Bonds for the purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Channel Infrastructure 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/CHI/announcements.
The Existing Bonds are the only debt securities of Channel Infrastructure that are currently quoted and in the same
class as the Bonds. Investors should look to the market price of the Existing Bonds to find out how the market assesses
the returns and risk premium for those bonds.
You must read this Terms Sheet (including the section "Independent assessment and advice and further information"
on page 9 and all of the further materials and information referred to in that section) carefully and in full when
considering the Offer.
2
Channel Infrastructure NZ Limited | Indicative terms sheet

Issuer
Channel Infrastructure NZ Limited (Channel Infrastructure).
Description
Unsecured, unsubordinated, fixed rate bonds.
Offer amount
Up to $75 million (with the ability to accept oversubscriptions of up to an additional
$25 million at Channel Infrastructure’s discretion).
The Offer is not underwritten.
Term
6 years maturing on Wednesday, 14 November 2029.
Opening Date
Monday, 30 October 2023.
Closing Date
11.00am on Friday, 3 November 2023.
Rate Set Date
Friday, 3 November 2023.
Issue Date
Tuesday, 14 November 2023.
Maturity Date
14 November 2029.
Issue price
$1.00 per Bond, being the Principal Amount of each Bond.
No credit rating
The Bonds will not be rated.
Channel Infrastructure is not rated.
Purpose of the Offer
The net cash proceeds raised under the Offer (excluding the value of any
Subordinated Notes purchased under the Exchange Mechanism) are intended to be
applied towards:
1.repaying a portion of Channel Infrastructure’s existing bank debt;
2.redeeming on 1 March 2024 any Subordinated Notes that are not otherwise
purchased on the Issue Date under the Exchange Mechanism; and
3.general corporate purposes.
The Bonds will also provide diversification of funding that aligns with an
infrastructure business.
Subordinated Notes
The existing subordinated notes issued by Channel Infrastructure on 14 December
2018, which are quoted on the NZX Debt Market under the ticker CHI010.
A trading halt in respect of the Subordinated Notes will occur from pre-market trading
on Monday, 6 November 2023 (being the first trading day following the Rate Set Date)
to pre-market trading on Wednesday, 15 November 2023 (being the expected date of
initial quotation of the Bonds).
Subordinated Noteholder
A holder of Subordinated Notes.
Redemption of Subordinated Notes on the
first election date (1 March 2024) if the Offer
is successful
If the bookbuild for the Offer is successful, Channel Infrastructure intends to issue
a redemption notice in respect of the Subordinated Notes on or before 16 January
2024 in order to redeem any Subordinated Notes on 1 March 2024 (being the first
scheduled election date) that are not otherwise purchased on the Issue Date under
the Exchange Mechanism. For each Subordinated Note redeemed on 1 March 2024,
Channel Infrastructure will pay to the relevant Subordinated Noteholder an amount
equal to the principal amount of the Subordinated Note ($1.00) plus the final semi-
annual interest payment.
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Channel Infrastructure NZ Limited | Indicative terms sheet

Exchange Mechanism
If the bookbuild for the Offer is successful, Subordinated Noteholders that hold
Subordinated Notes through a custodial account and who wish to apply for the
Bonds (Custodial Subordinated Noteholders) may be able to exchange all or some
of their Subordinated Notes for an equal number of Bonds on the Issue Date (on a
one-for-one basis at a face value of $1.00).
This Exchange Mechanism will only be available to a Custodial Subordinated
Noteholder if:
a) the Custodial Subordinated Noteholder receives an allocation of Bonds from a
participant in the bookbuild for the Offer; and
b) Channel Infrastructure and the relevant participant (acting on the authorisation of
the Custodial Subordinated Noteholder) have agreed to the exchange in respect of
an agreed number of Subordinated Notes (Exchanged Subordinated Notes).
Channel Infrastructure will purchase the Exchanged Subordinated Notes on the
Issue Date (14 November 2023) (rather than redeem them on 1 March 2024 as
described above under the heading “Redemption of Subordinated Notes if the Offer
is successful”).
Channel Infrastructure will satisfy its obligation to purchase the Exchanged
Subordinated Notes on the Issue Date by:
a) issuing Bonds to the relevant custodian (that maintains the custodial account on
behalf of its Custodial Subordinated Noteholder participating in the Exchange
Mechanism) equal in number to the Exchanged Subordinated Notes purchased
from the relevant custodian (on a one-for-one basis); and
b) paying a final interest payment on the Exchanged Subordinated Notes for the
period from (and including) the previous interest payment date for the Exchanged
Subordinated Notes (1 September 2023) to (but excluding) the Issue Date.
No additional amounts are payable by a Custodial Subordinated Noteholder for any
Bonds that are issued under the Exchange Mechanism.
Channel Infrastructure’s obligation to purchase the Exchanged Subordinated Notes
will be satisfied once it has issued the relevant number of Bonds and paid the final
interest payment referred to in paragraph (b) above.
Any Exchanged Subordinated Notes purchased by Channel Infrastructure under the
Exchange Mechanism will be cancelled in accordance with the Trust Documents. This
will reduce the total amount of Subordinated Notes outstanding which may impact
trading of the Subordinated Notes on the secondary NZX Debt Market.
For the avoidance of doubt, the Exchange Mechanism does not restrict:
a) a Custodial Subordinated Noteholder from seeking to invest in more or less Bonds
under the Offer than the number of Subordinated Notes beneficially held by the
Custodial Subordinated Noteholder; or
b) any other Subordinated Noteholder (that is not a Custodial Subordinated
Noteholder) from seeking to invest in the Bonds under the Offer.
The Issue Price for each Bond that is not otherwise settled under the Exchange
Mechanism must be cash settled on the Issue Date.
Retail investors (including Subordinated Noteholders) who wish to participate in the
Offer and invest in the Bonds (including under the Exchange Mechanism, to the extent
available to that investor) should contact their financial adviser, one of the Joint Lead
Managers or another Primary Market Participant – see the sections below titled “Who
may apply for Bonds” and “How to apply” for further information.
Channel Infrastructure Group
Channel Infrastructure and all of its subsidiaries, at that date.
Security
The Bonds are not secured against any assets of Channel Infrastructure or any other
member of the Channel Infrastructure Group.
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Channel Infrastructure NZ Limited | Indicative terms sheet

Guarantee
The Bonds will be guaranteed by the Guarantors under the negative pledge deed
dated 28 April 2022 granted by Channel Infrastructure and Channel Terminal Services
Limited in favour of, among others, the Supervisor (the Negative Pledge Deed).
As at the date of this Terms Sheet, Channel Terminal Services Limited (a wholly-
owned subsidiary of Channel Infrastructure) and Channel Infrastructure are the
only Guarantors.
Under the Negative Pledge Deed, the Guarantors have agreed that:
a) at all times the Total Tangible Assets of the Guaranteeing Group will not be less
than 85% of the Total Tangible Assets of the consolidated Channel Infrastructure
Group; and
b) on each test date, EBITDA of the Guaranteeing Group will not be less than 85% of
EBITDA of the consolidated Channel Infrastructure Group.
Ranking of the Bonds
On a liquidation of Channel Infrastructure, each Bond will rank as unsecured and
unsubordinated debt obligations of Channel Infrastructure, ranking:
•behind any secured liabilities and liabilities which are preferred by law;
•equally with other Bonds and equally among the rights and claims of equal ranking
obligations including the lenders of Channel Infrastructure’s bank debt and all other
unsecured, unsubordinated obligations, including trade creditors and the Existing
Bonds; and
•ahead of holders of subordinated debt (including the Subordinated Notes) and
ahead of shareholders of Channel Infrastructure.
Amounts owing under the Guarantee constitute unsecured, unsubordinated debt
obligations of each Guarantor and on a liquidation of a Guarantor, amounts owing
to holders of Bonds under the Guarantee rank equally with all other unsecured
unsubordinated obligations of that Guarantor.
Interest Rate
The Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be determined by Channel Infrastructure in conjunction with the
Joint Lead Managers following the bookbuild process and will be set as the sum of
the Swap Rate and the Issue Margin, subject to the minimum Interest Rate of 6.75%
per annum.
The Interest Rate will be announced by Channel Infrastructure via NZX on or about the
Rate Set Date.
Indicative Issue Margin range
The indicative Issue Margin range is 1.70% to 1.85% per annum.
Issue Margin
The Issue Margin (which may be above, within or below the indicative Issue Margin
range mentioned above) will be determined by Channel Infrastructure (in consultation
with the Joint Lead Managers) following the bookbuild process and announced via
NZX on or shortly after the Rate Set Date.
Swap Rate
The mid-market swap rate of a term matching the period from the Issue Date to the
Maturity Date, as calculated by Channel Infrastructure in conjunction with the Joint
Lead Managers, according to market convention, with reference to Bloomberg page
‘ICNZ4’ (or any successor page) on the Rate Set Date and expressed on a quarterly
basis (rounded to 2 decimal places, if necessary, with 0.005 rounded up).
Interest Payments
Interest shall accrue on each Bond from (and including) the Issue Date to (and
excluding) the Maturity Date and shall be paid quarterly in arrear in equal amounts
on each Interest Payment Date, being 14 February, 14 May, 14 August and 14 November
in each year (or if that day is not a Business Day, the next Business Day) until and
including the Maturity Date.
The First Interest Payment Date is 14 February 2024.
If any interest accrual period is shorter or longer than the other interest accrual periods
because it starts on the Issue Date or ends the day prior to the Maturity Date, interest
will be calculated on the basis of the number of days in the relevant period and a year
of 365 days.
5
Channel Infrastructure NZ Limited | Indicative terms sheet

Record Date
The record date for each payment date under the Bonds (including in respect of any
Principal Amount and each Interest Payment Date) is 5.00pm on the date that is 10
Business Days before the due date for such payment.
Payment shall be made to the person whose name appears in the register as the
Holder of the Bond on the relevant Record Date.
Business Day
A day (other than Saturday or Sunday) on which registered banks are generally open
for business in Auckland and Wellington, except that in the context of the Listing Rules
it means a day on which the NZX Debt Market is open for trading.
Financial covenants
The Supplemental Deed contains the following financial covenants:
a) the ratio of EBITDA of the consolidated Channel Infrastructure Group to Net Interest
Expense of the consolidated Channel Infrastructure Group (calculated for the 12-
month period ending on each relevant test date) will not be less than 2.50:1 on two
successive semi-annual test dates (the Interest Cover Ratio); and
b) the ratio of Net Debt of the consolidated Channel Infrastructure Group to Net Debt
plus Equity does not at any time exceed 60% (Gearing Ratio).
Negative pledge
The Negative Pledge Deed contains a negative pledge which provides that Channel
Infrastructure and each other Guarantor will not create or permit to subsist any
security over their assets other than certain permitted security interests which are
described in the Negative Pledge Deed which include, for example, security interests
arising by operation of law or securing certain taxes or other governmental or
regulatory levies, duties or imposts, rights of set off and netting and deferred purchase
or title retention in the ordinary course of business where the amount secured is not
outstanding for more than 120 days. Channel Infrastructure and each other Guarantor
may, in addition, from time to time create or permit to subsist other security interests
over their assets provided that the aggregate principal amount secured by all such
other security interests does not exceed 7.5% of the Total Tangible Assets of the
consolidated Channel Infrastructure Group.
This is not a complete list of the circumstances in which Channel Infrastructure or a
Guarantor may grant security. Full details can be found in the Negative Pledge Deed.
Early redemption
Holders of Bonds have no right to require Channel Infrastructure to redeem the Bonds
prior to the Maturity Date. However, Channel Infrastructure may be required to repay
the Bonds early if there is an Event of Default (as described in the Supplemental
Deed). The Events of Default are:
•failure by Channel Infrastructure or a Guarantor to make a payment under a
Transaction Document (which includes failure to make payment under the Bonds),
subject to certain grace periods;
•failure to comply with the Interest Cover Ratio or failure to comply with the
Gearing Ratio;
•any material misrepresentation by Channel Infrastructure or a Guarantor under a
Transaction Document, subject to certain grace periods;
•a breach by Channel Infrastructure or a Guarantor of a provision of a Transaction
Document in a material respect, subject to certain grace periods;
•indebtedness of Channel Infrastructure or any other Guarantor for borrowed money
in an amount equivalent to $10 million or more in aggregate is not paid when due
(subject to any applicable grace periods) or is accelerated by being declared due
and payable before it would otherwise have been due by reason of any event of
default, termination event or equivalent or analogous event; and
•an Insolvency Event occurs in respect of Channel Infrastructure or a Guarantor.
Further Indebtedness
Channel Infrastructure may, without the consent of the Holders of the Bonds,
issue additional securities or incur other debt obligations on such other terms and
conditions as Channel Infrastructure may think fit subject to compliance with the
Gearing Ratio and any other applicable restrictions in its other funding documents
from time to time.
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Channel Infrastructure NZ Limited | Indicative terms sheet

Minimum application amount
Minimum application of $5,000 with multiples of $1,000 thereafter.
Transfer restrictions
Holders of Bonds are entitled to sell or transfer their Bonds at any time subject to the
terms of the Trust Documents and applicable securities laws and regulations. Channel
Infrastructure or the Securities Registrar may decline to accept or register a transfer of
the Bonds for the reasons set out in the Trust Documents.
Channel Infrastructure may decline to accept or register a transfer of the Bonds if the
transfer would result in the transferor or the transferee holding or continuing to hold
Bonds with a Principal Amount of less than $5,000 (if not zero) or if the transfer is not in
multiples of $1,000.
Brokerage
Channel Infrastructure will pay 0.50% brokerage plus a firm allocation fee of 0.25% on
the aggregate principal amount of Bonds issued under the Offer. Such amounts will be
paid to the Arranger, who will distribute the funds to Primary Market Participants and
other approved financial intermediaries as appropriate.
You are not required to pay any additional brokerage or any other fee or charges
to Channel Infrastructure to purchase the Bonds. However, you may have to pay
brokerage to the firm from whom you receive an allocation of Bonds, or for the transfer
of Bonds.
ISIN
NZCHIDT003C0.
Quotation
Channel Infrastructure will take any necessary steps to ensure the Bonds are,
immediately after issue, quoted on the NZX Debt Market. Application has been
made to NZX for permission to quote the 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 this Terms Sheet have been duly complied with. However,
the Bonds have not yet been approved for trading and 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
NZX ticker code CHI030 has been reserved for the Bonds.
Expected date of initial quotation on NZX
Debt Market
Wednesday, 15 November 2023.
Who may apply for Bonds
The Offer is open to investors resident in New Zealand and institutional investors.
There is no public pool for the Bonds.
All Bonds (including any oversubscriptions) have been reserved for subscription by
clients of the Joint Lead Managers, Primary Market Participants and other approved
financial intermediaries invited to participate in the bookbuild process conducted by
the Joint Lead Managers.
How to apply
Investors (including Subordinated Noteholders who wish to participate in the Offer)
should contact a Joint Lead Manager, their financial adviser or any Primary Market
Participant for details on how they may acquire Bonds. You can find a Primary Market
Participant by visiting www.nzx.com/services/market-participants.
Whether in respect of oversubscriptions or generally, any allotment of Bonds will be
at Channel Infrastructure's discretion, in consultation with the Joint Lead Managers.
Channel Infrastructure reserves the right to refuse all or any part of an application
without giving any reason.
Each investor’s broker or financial adviser will be able to advise them as to what
arrangements will need to be put in place for the investor to trade the 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.
Governing law
New Zealand.
Arranger
Forsyth Barr Limited.
Joint Lead Managers
ANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Forsyth Barr
Limited and Jarden Securities Limited.
Supervisor
The New Zealand Guardian Trust Company Limited.
Securities Registrar
Computershare Investor Services Limited.
7
Channel Infrastructure NZ Limited | Indicative terms sheet

Important information and disclaimer
The Arranger, Joint Lead Managers and 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 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 Bonds.
This Terms Sheet does not constitute financial advice or a recommendation from
Channel Infrastructure, the Arranger or the Joint Lead Managers or any of their
respective directors, officers, employees and agents to purchase any Bonds.
You must make your own independent investigation and assessment of the financial
conditions and affairs of Channel Infrastructure before deciding whether or not to
invest in the Bonds.
The dates and times set out in this Terms Sheet are indicative only and are subject
to change. Channel Infrastructure has the right in its absolute discretion and without
notice to amend the indicative Issue Margin range and Offer amount, close the Offer
early, 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. Channel
Infrastructure reserves the right to cancel the Offer and the issue of the Bonds, in
which case all application monies received will be refunded (without interest) as soon
as practicable.
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 are personally responsible for ensuring compliance with all relevant laws and
regulations applicable to them (including any required registrations).
Selling restrictions and indemnity
You may only offer for sale or sell any Bonds in conformity with all applicable laws and
regulations in any jurisdiction in which it is offered, sold or delivered.
Channel Infrastructure does not intend that the Bonds be offered for sale, and has
not taken and will not take any action which would permit a public offering of
Bonds, or possession or distribution of any offering material in respect of the Bonds,
in any country or jurisdiction where action for that purpose is required (other than
New Zealand).
Any information memorandum, disclosure statement, circular, advertisement or other
offering material in respect of the Bonds may only be published, delivered or
distributed in compliance with all applicable laws and regulations (including those of
the country or jurisdiction in which the material is published, delivered or distributed).
By subscribing for Bonds, each investor agrees to indemnify, Channel Infrastructure
and the other members of the Channel Infrastructure Group, the Supervisor, the
Arranger and the Joint Lead Managers and their respective directors, officers,
employees and agents (each an "Indemnified Person") in respect of any loss, cost,
liability or damages suffered or incurred by that Indemnified Person as a result of an
investor breaching the selling restrictions referred to in this section.
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Channel Infrastructure NZ Limited | Indicative terms sheet

Independent assessment and advice and
further information
Investors must, before deciding whether or not to invest in the Bonds:
a) make their own independent investigation and assessment of the financial
condition and affairs of Channel Infrastructure and the risks associated with an
investment in the Bonds; and
b) seek qualified, independent legal, financial and taxation advice; and
c) carefully read and consider Channel Infrastructure's NZX announcements
(together with the materials attached to those announcements), financial
results, presentations and reports, available at www.channelnz.com/investor-
centre/, including:
–the investor presentation released on 30 October 2023 which provides further
important information in relation to Channel Infrastructure and the Offer;
–the analyst day presentation released on 19 October 2023;
–Channel Infrastructure's half year report and results presentation for the six
months ended 30 June 2023 released on 23 August 2023;
–Channel Infrastructure's most recent annual report and annual results
presentation for the year ended 31 December 2022 released on 24 February
2023; and
–the product disclosure statement published on 28 April 2022 in respect of
the
offer of Existing Bonds (including, without limitation, Section 6 (Risks
of investing)).
The full terms and conditions of the Bonds are set out in the
Trust Documents, which are available at Channel Infrastructure’s website
at www.channelnz.com/investor-centre/bond-offer
For further information regarding Channel Infrastructure,
visit www.nzx.com/companies/CHI
9
Channel Infrastructure NZ Limited | Indicative terms sheet

Contact Information
Issuer
Channel Infrastructure NZ Limited
Marsden Point
Whangarei
Phone: +64 9 432 5100
Email: corporate@channelnz.com
Arranger and Joint Lead Manager
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Phone: 0800 367 227
Supervisor
The New Zealand Guardian Trust Company Limited
Manager, Corporate Trusts
Level 6, 191 Queen Street
Auckland
Phone: +64 9 909 5100
Email: ct-auckland@nzgt.co.nz
Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
Phone: 0800 269 476
Securities Registrar
Computershare Investors Service Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 9 488 8777
Email: corporateactions@computershare.co.nz
Joint Lead Manager
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Phone: 0800 226 263
Legal advisers to Issuer
Bell Gully
Vero Centre
48 Shortland Street
Auckland 1140
Joint Lead Manager
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Commercial Bay
Auckland 1010
Phone: 0800 005 678
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Channel Infrastructure NZ Limited | Indicative terms sheet

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channelnz.com

NZX RELEASE
30 October 2023

CLEANSING NOTICE
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014
1. Channel Infrastructure NZ Limited (Channel Infrastructure) announced on 30 October 2023 that
it intends to undertake an offer (the Offer) for the issue of unsecured, unsubordinated, fixed rate
bonds due 14 November 2029 (the New Bonds).
2. The Offer is being made to investors in reliance upon the exclusion in clause 19 of Schedule 1 to
the Financial Markets Conduct Act 2013 (the FMC Act).
3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (the FMC Regulations).
4. The New Bonds will have identical rights, privileges, limitations and conditions (except for the
interest rate and redemption date) as Channel Infrastructure's existing bonds maturing on 20 May
2027 which are currently quoted on the NZX Debt Market under the ticker code "CHI020" (the
Existing Bonds), and therefore are of the same class as the Existing Bonds for the purposes of
the FMC Act and the FMC Regulations.
5. The Existing Bonds have been continuously quoted on the NZX Debt Market over the preceding
three months and trading in the Existing Bonds has not been suspended for a total of more than
five trading days during that three-month period.
6. As at the date of this notice:
(a) Channel Infrastructure is in compliance with the continuous disclosure obligations that
apply to it in relation to the Existing Bonds;
(b) Channel Infrastructure is in compliance with its financial reporting obligations (as defined
in subclause 20(5) of Schedule 8 to the FMC Regulations);
(c) there is no information that is "excluded information" (as defined in subclause 20(5) of
Schedule 8 to the FMC Regulations) required to be disclosed for the purposes of the FMC
Regulations; and
(d) there is no information that would be required to be disclosed under a continuous
disclosure obligation or which would be "excluded information" (and required to be
disclosed for the purposes of clause 20(2)(g) of Schedule 8 to the FMC Regulations) if
the Existing Bonds had had the same interest rate or redemption date as the New Bonds
being offered.
On behalf of Channel Infrastructure NZ Limited

James Miller
Director

---

Offer of Unsecured,
Unsubordinated, 6 year fixed
rate bonds
30 October 2023
Investor Presentation

This presentation has been prepared by Channel Infrastructure NZ Limited (Channel Infrastructure or
Channel)in relation to the offer (Offer) of unsecured, unsubordinated, fixed rate bonds (Bonds).
Alongside this presentation, Channel Infrastructure has lodged with NZX a terms sheet (Terms Sheet)
and various other materials in respect of the Offer (together, the Offer Materials). The Offer Materials
should be read in their entirety before any investment decision is made.
The Offer of Bonds by Channel Infrastructure is being made in reliance upon the exclusion in clause
19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA). Except for the interest rate and
maturity date, the Bonds will have identical rights, privileges, limitations and conditions as Channel
Infrastructure's $100,000,000 5.80% unsecured, unsubordinated, fixed rate bonds maturing on 20 May
2027 which are quoted on the NZX Debt Market under the ticker code CHI020 (Existing Bonds).
Accordingly, the Bonds are of the same class as the Existing Bonds for the purposes of the FMCA and
the Financial Markets Conduct Regulations 2014. Channel Infrastructure 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/CHI/announcements. The Existing Bonds are the only
debt securities of Channel Infrastructure that are currently quoted and in the same class as the
Bonds. Investors should look to the market price of the Existing Bonds to find out how the market
assesses the returns and risk premium for those bonds. The Bonds are expected to be quoted on the
NZX Debt Market on 15 November 2023 under ticker code CHI030.
The Offer Materials contain details of the Offer and other material information in relation to the Offer.
Channel Infrastructure is subject to disclosure obligations that require it to notify certain material
information to NZX. This presentation should be read in conjunction with the other Offer Materials and
Channel Infrastructure's other periodic and continuous disclosure announcements released to NZX
(which are available at www.nzx.com under the ticker code "CHI").
There is no public pool for the Bonds. All Bonds under the Offer will be reserved for subscription by
clients of the Joint Lead Managers, Primary Market Participants and other approved financial
intermediaries.
Capitalised terms used in this presentation and not otherwise defined have the meaning given to
them in the Terms Sheet. The information and opinions contained in this presentation are provided as
at the date of this presentation and are subject to change without notice. Channel Infrastructure
reserves the right to withdraw, or vary the timetable for, the Offer without notice.
Information
The information in this presentation is provided for general information purposes only and does not
purport to be complete or comprehensive and does not constitute financial product, investment, tax
or other advice, nor does it constitute a recommendation from Channel Infrastructure, the
Supervisor, Forsyth Barr Limited (the Arranger), ANZ Bank New Zealand Limited, Craigs Investment
Partners Limited, Jarden Securities Limited (together with the Arranger, the Joint Lead Managers) or
any of their respective shareholders, directors, officers, employees, affiliates, agents or advisors to
subscribe for or purchase the Bonds. The information in this presentation is summary in nature and is
necessarily brief.
No representation or warranty, express or implied, is made as to the accuracy, reliability,
completeness, correctness or currency of the information, statements, estimates, projections, targets,
opinions or forecasts, or as to the reasonableness of any assumptions, any of which may change
without notice to you, contained in this presentation. This presentation does not take into account
your investment objectives, financial situation or particular needs and you should consult with your
financial and other advisors before any investment decision is made.
Forward-looking statements
This presentation may contain certain 'forward-looking statements' such as indications of, and
guidance on, future earnings and financial position and performance. Such forward-looking
statements are not guarantees or predictions of future performance and involve known and
unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of
which are beyond the control of Channel Infrastructure and may involve significant elements of
subjective judgement and assumptions as to future events which may or may not be correct. Such
forward-looking statements speak only as of the date of this presentation. Channel Infrastructure
undertakes no obligation to update these forward-looking statements for events or circumstances
that occur subsequent to such dates or to update or keep current any of the information contained
in this presentation. Any estimates, projections or opinions as to events that may occur in the future
(including projections of revenue, expense, net income and performance) are based upon the best
judgement of Channel Infrastructure from the information available as of the date of this
presentation. Actual results may vary from the projections and such variations may be material. You
are cautioned not to place undue reliance on forward-looking statements.
Forward-looking figures in this presentation are unaudited and may include non-GAAP (generally
accepted accounting practice) financial measures and information. Not all of the financial
information (including any non-GAAP information) will have been prepared in accordance with, nor
is it intended to comply with: (i) the financial or other reporting requirements of any regulatory body;
or (ii) the accounting principles generally accepted in New Zealand or any other jurisdiction with
International Financial Reporting Standards. Some figures may be rounded and so actual calculation
of the figures may differ from the figures in this presentation. Non-GAAP financial information does
not have a standardised meaning prescribed by GAAP and therefore may not be comparable to
similar financial information presented by other entities. Non-GAAP financial information in this
presentation is not audited or reviewed.
Investment risk
Investments in the Bonds are an investment in Channel Infrastructure and may be affected by its
ongoing performance, financial position and solvency, together with the risks identified in its Product
Disclosure Statement dated 28 April 2022 (available on NZX's website:
https://www.nzx.com/companies/CHI/announcements).
Past performance
Past performance information provided in this presentation is given for illustrative purposes only and
should not be relied on as (and is not) a promise, representation, warranty or guarantee as to the
past, present or future performance of Channel Infrastructure. No guarantee of future returns is
implied or given.
2
Important Notice and Disclaimer

Not an offer
This presentation is not, and should not be construed as, an offer to sell or, a solicitation of an offer
to buy, the Bonds and may not be relied on in connection with any purchase of Channel
Infrastructure's securities. It shall not form the basis of or be relied on by you to make an
investment decision, nor shall this presentation or any information communicated in it form the
basis of any contract or commitment to purchase or transfer any securities. The distribution of this
presentation, and the offer or sale of Bonds, may be restricted by law in certain jurisdictions.
Persons who receive this presentation outside New Zealand must inform themselves about and
observe all such restrictions. Nothing in this presentation is to be construed as authorising its
distribution, or the offer or sale of Bonds, in any jurisdiction other than New Zealand or in
accordance with applicable laws.
Bonds may not be offered or sold, directly or indirectly, and neither this presentation nor any other
offering material may be distributed, delivered or published, in any jurisdiction except under
circumstances that will result in compliance with any applicable laws or regulations.
Not financial product advice
This presentation is not, and does not constitute, legal financial, tax, accounting, financial product
or investment advice or a recommendation to acquire Channel Infrastructure's securities
(including the Bonds) and has been prepared without taking into account the objectives,
financial situation or needs of individuals.
Disclaimer
To the maximum extent permitted by law each of Channel Infrastructure, the Supervisor, the
Arranger, the Joint Lead Managers and their related companies and affiliates including, in each
case, their respective shareholders, directors, officers, employees, affiliates, agents and advisers,
as the case may be (Specified Persons) disclaims and excludes all liabilities for any direct or
indirect loss, damage or other consequence (whether foreseeable or not) suffered by any person
from the use of or reliance on the content of this presentation, from refraining from acting
because of anything contained in or omitted from this presentation or otherwise arising in
connection with it (including for negligence, default, misrepresentation or by omission and
whether arising under statute, in contract or equity or from any other cause). To the maximum
extent permitted by law, no Specified Person makes any representation, recommendation or
warranty, either express or implied, regarding the accuracy, fairness, reliability, adequacy,
reasonableness, currency or completeness of, the information contained in this presentation or in
any further information, notice or other document which may at any time be supplied in
connection with the Bonds. You agree that you will not bring any proceedings against or hold or
purport to hold any Specified Person liable in any respect for this presentation or the information in
this presentation and waive any rights you may otherwise have in this respect.
The Joint Lead Managers and their respective directors, officers, employees and agents have not
authorised or caused the issue of, or made any statement in, any part of this presentation. This
presentation does not constitute financial advice or a recommendation from any Joint Lead
Manager or any of their respective directors, officers, employees, agents or advisers to purchase,
any Bonds.
You must make your own independent investigation and assessment of the financial condition and
affairs of Channel Infrastructure before deciding whether or not to invest in the Bonds.
Subject to any obligations that may arise under the Financial Markets Conduct Act 2013, none of
Channel Infrastructure, the Arranger nor the Joint Lead Managers accept any responsibility or
obligation to inform you of any matter arising or coming to their notice, after the date of this
presentation, which may affect any matter referred to in this presentation.
NZX
Channel Infrastructure will take any necessary steps to ensure the Bonds are, immediately after
issue, quoted on the NZX Debt Market. Application has been made to NZX for permission to quote
the Bonds on the NZX Debt Market and all the requirements of NZX relating to this that can be
complied with on or before the date of this presentation have been complied with. However, the
Bonds have not yet been approved for trading and NZX accepts no responsibility for any
statement in this presentation. NZX is a licensed market operator and the NZX Debt Market is a
licensed market, each regulated under the Financial Markets Conduct Act 2013.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and
restrictions and, in particular, will be deemed to have represented, warranted, undertaken and
agreed that: (i) you have read and agree to comply with the contents of this Important Notice and
Disclaimer; (ii) you are permitted under applicable laws and regulations to receive the information
contained in this presentation; (iii) you will base any investment decision solely on information
released by Channel Infrastructure via NZX; and (iv) you agree that this presentation may not be
reproduced in any form or further distributed to any other person, passed on, directly or indirectly,
to any other person or published, in whole or in part, for any purpose.
3
Important Notice and Disclaimer (cont.)

IssuerChannel InfrastructureNZ Limited (Channel Infrastructure).
DescriptionUnsecured,unsubordinated, fixed rate bonds (Bonds).
Offer amount
Up to $75m (with the ability to accept oversubscriptions of up to an additional $25m at Channel Infrastructure’s
discretion).
Purpose of the Offer
The net cash proceeds raised under the Offer (excluding the value of any Subordinated Notes purchased under the
Exchange Mechanism) are intended to be applied towards:
a)repaying a portion of Channel Infrastructure's existing bank debt;
b)redeeming on 1 March 2024 any Subordinated Notes
[1]
that are not otherwise purchased on the Issue Date under
the Exchange Mechanism
[2]
; and
c)general corporate purposes.
The Bonds will also provide diversification of funding that aligns with an infrastructure business.
Term6 years maturing on 14 November 2029.
Interest RateThe Bonds will pay a fixed rate of interest until the maturity date (14 November 2029).
QuotationNZX ticker code CHI030 has been reserved for the Bonds.
No credit ratingThe Bonds will not be rated. Channel Infrastructure is not rated.
Joint Lead ManagersANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Forsyth Barr Limited and Jarden Securities Limited.
4
Overview of the Offer
[1] Existing subordinated notes issued by Channel Infrastructure on 14 December 2018, which are quoted on the NZX Debt Market under the ticker CHI010
[2] Refer to slide 30

Business
Summary
5

Own critical
infrastructure on a
180ha site including
jetties on the
deep-water
harbour,storage tanks,
andthe 170-kilometre
pipeline from Marsden
Point-to-Auckland
Receive, store, test
and distribute
transport fuels owned
byour customers to
the Northland and
Auckland
markets(~40% of
NZliquidfuel demand)
Asset renewal and
investments in key
capabilities to support
word-class delivery
and infrastructure
resilience for a longer-
term future
Key supply route for jet
fuel to Auckland
International Airport
(80% of NZ jet fuel
demand)
c.3 billion litres of fuel
throughput annually,
more than the 10
terminals in the next
three largest ports
in NZ, combined
Long-term revenue
contracts with NZ’s
largest fuel companies
(bp, Mobil and Z
Energy (Ampol))
On target to have
largely eliminated
Scope 1 & 2
emissions from 2024
[2]
Transformed from
Refining NZ to Channel
Infrastructure on 1 April
2022. Fundamental
reset in what we do,
financial profile and
risk profile
Listed on the NZX
under ticker code
‘CHI’ with market
capitalisation of
c.$549m
[1]
About Channel Infrastructure
[2] Assuming all electricity supplied from 2024 under the new long-term electricity supply
agreement is sourced from renewable generation
[1] As at close of trading on NZX on 26 October 2023
Wiri Oil Terminal*
*Operated by Wiri Oil
Services (a bp, Mobil and
Z joint venture)
6

0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
2017201820192020202120222023202420252026202720282029203020312032203320342035203620372038203920402041204220432044204520462047204820492050
HistoricalOutlook
Marsden Point Throughput* (Million Litres)
JetDiesel, incl. biofuelsPetrolIndicative renewables portion
•New Zealand’s largest transport fuels storage terminal
•c.180 ML of shared capacity under the Terminal Services
Agreements
•c.100 ML of contracted, dedicated private storage
•Potential of further storage as Strategic Diesel Reserves
[1]
and to
meet Minimum Stockholding Obligations
[2]
•Supplies the Auckland and Northland markets, which make up
c.40% of New Zealand’s liquid fuel demand
•Supply of petrol and diesel to Auckland via the Marsden Point-to-
Auckland Pipeline has around one tenth of the emissions of the
equivalent delivery of fuel via road
•Supplies all the jet fuel distributed to Auckland International Airport
•Jet fuel volumes continue to increase, due to post COVID
recovery and continued demand for international travel
•Tourism expected to underpin long-term asset utilisation with
medium-term resilience in diesel demand in ‘hard to shift’
sectors of agriculture and heavy transport
* All details and assumptions of this outlook supplied by Envisory (formerly Hale and Twomey) and
can be found in Channel’s Sustainability Report 2022, pages 34-36. The outlook data represents
Envisory’s base case forecast.
Highly efficient infrastructure supplying the Auckland and Northland markets
[1] Energy (Fuels, Levies, and References) Amendment Bill to support this passed in May 2023, with the Government looking to procureat least 70 million litres of diesel for storage inNew Zealand
[2] Fuel Industry (Improving Fuel Resilience) Amendment Bill passed in August 2023 obliging fuel importers to hold minimum stock levels. Channel well-placed to support customers with MSO requirements
through additionalstorage as required
7
Ownership of critical infrastructure

[1] Assuming all electricity supplied from 2024 under the new long-term electricity supply agreement is sourced from renewable generation, as validated by Energy Attribute Certificates
[2] Quoted on the NZX Debt Market under the ticker code CHI020 on 20 May 2022
Safely shutdown the refinery and commenced import terminal operations to plan
Transitionedbusiness model to stable and predictable earnings through long-term customer
agreements, with a Take-or-pay underwrite and PPI escalation, and strong free cash flow conversion
Permanently decommissioned the refinery process plant safely to plan and to budget
Signed a long-term renewable electricity supply agreement with Energy Attribute Certificates
attached -Scope 1 & 2 emissions are on track to be largely eliminated from 2024
[1]
–six years ahead
of target
Contracted and commissioned an additional c.100 ML of private storage, doubling jet fuel storage at
Marsden Point, and delivering $90 million of incremental revenue (prior to PPI escalation, over ten
years)
Reset cost of funding with inaugural senior retail bond issue
[2]
and bank refinancing
World-class delivery and execution through conversion
8

•Conversion costs remain within budget:
•c.$189 million spent to 30 September 2023, including c.$36
million of private storage costs
•c.82% of the budget
[1]
is spent or contracted/committed
•The projects are now significantly de-risked:
•Permanent decommissioning of the refinery plant
complete
•Workforce transition substantially complete
•Terminal upgrade and private storage tank conversion
mostly complete with onlyfirefighting systems and bund
upgrades left
•Jet fuelstorage has more than doubled:
•c.45 million litres of jet private storage successfully
commissioned in Q3 2023, (part of the 100 million litres of
private storage currently contracted)
Terminal and private storage conversion cost phasing
Terminal conversion: $200-220m
Demolition (expected 10 years+): c.$50m
Private storage: $45m-50m
Additional terminal capacity: c.$7m
Allocation of Conversion Budget ($200-220m)
[1] Budget includes:Conversion project budget (opex and capex) of $200-220 million, private storage $45-50 million and additional terminal capacity of c.$7 million
Conversion projects substantially complete and significantly de-risked
9
Spent and committed
Remaining to be spent

[1]Tier 1 Process Safety Event (API 754) –A tier 1 Process Safety Event (PSE) is an unplanned or uncontrolled release of any material, including non-toxic and non-flammable, from a process
whichresults in one or more of the following: A lost time injury (LTI) and/or fatality; A fire or explosion resulting in greater than or equal to $100,000 of direct cost to the company; A release of material
greater than thethreshold quantities given in Table 1 of API 754 in any one-hour period; An officially declared community evacuation or community shelter-in-place
[2] Tier 2 Process Safety Event (API 754) –A tier 2 PSE is an unplanned or uncontrolled release of any material, including non-toxic and non-flammable, from a process whichresults in one or more of
the following: a recordable injury; a fire or explosion resulting in greater than or equal to $2,500 of direct cost to the company; a release of material greater than thethreshold quantities given in Table
2 of API 754 in any one-hour period
[3] TRIF –Total Recordable Injury Frequency per 200,000 hours (rolling 12-monthly average)
[4]NZ Business Leaders Health & Safety Forum Benchmark (injuries per 200,000hours)
•Maintained safe operations and reduced TRIF
[3]
through complex conversion
construction program. Focus remains on getting everyone safely home every
day
•Substantial investment in import terminal safety systems including fire-fighting
and bunding upgrades to tank facilities
•Environmental risk reduced as a result of conversion.Continued focus on
siteremediation
•Work hard to manageworkforce and industrial relations risks to thedelivery of
business operations and pursuit of growth opportunitiesthrough building
strong and collaborative relationships with all our staff and union
representatives
Strong focus on safety systems, culture, environment and workforce, born from operating one of NZ’s most complex and
hazardous industrial facilities, providesa strong foundation forestablishing a world-class energy infrastructurecompany
0.0
1.0
2.0
3.0
4.0
5.0
6.0
201820192020202120222023CONCAWE
Benchmark
2022
Process Safety Incidents
Tier 1 [1]Tier 2 [2]
0
1
2
3
4
5
6
201820192020202120222023
Total Recordable Incidents
TRIF [3]Benchmark [4]
Focus on Health, Safety, Environment and Workforce
10

Strong safety
systems and culture
Resilient
infrastructure
Long-term asset
management
Customer focused
People and
capability
development
Future focused
Continuous
Improvement
Adaptive
Repurposing
Marsden Point
Support transitionof
aviationto lower
carbon fuels
Marsden Point
Energy Hub
Brownfield
opportunities at
Marsden Point
Consolidator of
fuels infrastructure
Supply chain
optimisation for our
customers
Reducing
environmental
impacts
Community
engagement and
iwi relations
Just transition
Transparency and
disclosure
Target credit
metrics consistent
with a BBB+ shadow
credit rating
[1]
Deliver above
WACC returns
Cost management
Stable dividends
OUR VISION
OUR STRATEGIC PRIORITIES
NZ’s Infrastructure
Partner of Choice
Grow Through Supporting
the Energy Transition
MoreSustainable Future
World-class energy infrastructure company
OUR PURPOSE
Delivering resilient infrastructure solutions to meet changingfuel and energy needs
World-Class
Operator
High Performance
Culture
Grow from
the Core
Support Energy
Transition
Good Neighbour,
Good Citizen
Disciplined Capital
Management
Our refreshed strategy: helping fuel NZ's future to 2050 and beyond
11
[1] Neither Channel Infrastructure nor the Bonds have a credit rating (either public or private)

•Strong and stable
cash flows
•Strong
capabilities
•Uniquely
strategic
assets
•Key supply route for
jet to Auckland
International Airport
•Meet expected
growing jet
demand
•Infrastructure to
support a lower
carbon liquid fuel
solution for aviation
•Support New Zealand’s
reliance onlong-haul air
travel to reach our offshore
export markets
•Support a
stablemedium-term
diesel outlook and
resilient transition of
petrol
The enablers for Channel's strategyWhat Channel will be called on to deliver
12
Our infrastructure will help fuel NZ's future to2050 and beyond

Long-term customer contracts
•Initial term of 10-years, with two 5-year rights of renewal
•Fixed and minimum fee components
•Third-party access to unutilised Marsden Point-to-Auckland Pipeline
capacity after 1 April 2025
•Key customers are strong counterparties
[3]
Revenue outlook
•All import terminal fees subject to indexation which provides protection
through inflationary cycles
•Take-or-pay underwrites minimum revenue –but future revenue will be
based on throughput
•Take-or-pay was set at a higher level for first three years, to enable the
conversion to be debt-funded and allowing a recovery in demand post
COVID
•In 1H23, revenue was marginally higher than the pro-rata Take-or-pay
•Volumes expected to continue to increase over the next few years, in
line with Envisory’s fuel outlook –this would mean total revenue would
exceed the Take-or-pay underwrite
[1] All revenue is stated in 2021 real-terms
[2] The change of shading represents periods after the first Terminal Services Agreement (TSA)renewal date
[3] Customer credit ratings: Exxon Mobil AA-(S&P Global Ratings); BP plc A-(S&P Global Ratings); Ampol Baa1(Moody’s)
1. Strong and stable cash flows
13

2. Strong capabilities
14

35-year
resource consent
renewed
in 2021
170km pipeline
-the key supply route
for jet fuel to Auckland
International Airport
c.3 billion litres of fuel
throughput annually, more
than our customers’
10 terminals in the next
3 largest ports
in NZ, combined
Industrial natural gas,
water, and electricity
grid connections
Only pipeline capable of
transporting liquid fuels to
Auckland (at around
one-tenth of emissions
compared
to road transport)
Close proximity
to Northport
Capacity to
expand
Deep water harbour and
jetties capable of
receiving refined product
ships amongst the largest
in the world
180ha of land
of which only 1/3 is
currently in use. Book
value of unutilised land
c.$15million
15
3. Uniquely strategic assets

[1] Assuming 40,000 litres/truck
[2] Assuming all electricity supplied from 2024 under the new
long-term electricity supply agreement is sourced from
renewable generation
[3] Based on Envisory mid case projection to 2050
4. Key supply route for jet fuel to Auckland International Airport
16

What Channel will be called on to deliver for New Zealand:
5.Support a stablemedium term diesel demand
outlook and a resilient transition of petrol
Stablediesel demand expected in the medium term with
longer-term “harder to shift” agricultural and heavy transport
sectors.Both petrol and diesel reliant on low-cost
infrastructure that may need toaccommodate renewables /
biofuels
6.Meet expected growing jet demand
Increasingmiddle-class inAsia/India that can afford to travel
7.Resilient infrastructure to support New Zealand’s
reliance on long-haul air travel to reach our offshore
export markets
NZ is geographically isolated and is reliant on air travel to
connect people and markets
8.Infrastructure to support a lower carbon liquidfuel
solution formedium-to long-haul flights
Our existing infrastructure can accommodate these solutions,
which willreduce transition costs
The future for New Zealand fuels in a decarbonising world
17

StrategicDiesel Reserves
•NZ Government tendering up to 70 million litres of diesel storage capacity
•Energy (Fuels, Levies, and References) Amendment Billpassed May 2023
•Tender documents released September 2023
•Product quality requirements necessitate regular stock turn-over
•Channel is preparing tender response
Minimum Stockholding Obligations (MSO)
•Fuel Industry (Improving Fuel Resilience) Amendment Bill passed in August
2023, obliges fuel importers to hold minimum stock levels
•Channel is well placed to support customers with additional storage
Further Customer Opportunities
•Incremental import terminal upgrade opportunities, investing to lower
customers’ supply chain costs or improve their supply chain
•Additional liquid storageopportunities onsite (c.400 million litres of unutilised
capacityavailable
[2]
)
•New storage contract signed for c.$9 million
[1]
of additional revenue
across 10-years from 2024, with minimal incremental growth capex
•Currently in discussions with customers on a potential (as yet
uncontracted)import terminal upgrade project with c.$10million of
capex and appropriate commercial returns
•Marsden Point-to-Auckland Pipeline open-access from April2025
18
[1] 2023 real terms
[2] Capex investment would be required to commission this capacity
Marsden Point has several brownfield fuels opportunities

Financial
Update
19

Disciplined capital
management
30-40%
Normalised
FCF available for
deleveraging or
growth
Strong cashflow and balance sheet
Targeting credit
metrics consistent
with a
shadow credit rating
[5]
BBB+
Leverage
[3]
3.6x
EBITDA
83%
Debt fixed
or hedged
Stable and predictable earnings
Revenue
[1]
95%
Underpinned by
fixed or
‘Take-or-pay’ fees
90%
Subject to
indexation
[1]
EBITDA Margin
[1]
68%
All metrics are as at 30 September 2023, unless otherwise stated
[1] For the six-months ended and as at 30 June 2023
[2] Based on a share price of $1.45 per share (as at 26 October 2023) and the mid-point of the latest FY23 guidance of 9.5-11.5 cents per share
[3] Leverage calculated as Net Debt / annualised rolling EBITDA from continuing operations as at 30 June 2023
[4] Based on mid-point of FY23 Guidance as set out on slide 26 of this pack
[5] Neither Channel Infrastructure nor the Bonds have a credit rating (either public or private)
Stable Ordinary
Dividend Yield
c.7%
[2]
Debt expected
to peak in next
6-12 months
Reducing post
conversion
Investment criteria
Above WACC
returns
Contracted
Revenue
Import terminal delivers stable financial profile
EBITDA to FCF
Conversion
[4]
70%
20

[1] Comparison for six months –1H23 compared to 2H22
•Terminal operations commenced on 1 April 2022
•For comparative purposes, we report the results for the last 6 months of
2022, as well as the 3-month pcp
•Increased revenue
[1]
primarily driven by PPI escalation (c.$3 million),
and additional private and other terminal storage (c.$3 million)
•Fixed and variable terminal fees marginally exceed the pro rata Take-
or-pay, reflecting strong volumes and higher ancillary charges
•A 3% increase on 2H22 EBITDA margin to 68%, due to the increased
revenue and effective cost management
•Continuing operations delivered an NPAT of $14.5 million in 1H23, up
32% from the last full 6 months of terminal operations (2H22)
Profit & Loss from continuing operations
$’m (six months ended)
30 Jun 202331 Dec 202230 Jun 2022
Revenue64.458.429.8
Operating costs(20.9)(20.7)(10.1)
EBITDA43.537.719.7
Non-operating costs
Depreciation(16.2)(16.3)(8.3)
Financing costs(7.2)(6.1)(3.6)
Non-operating costs(23.4)(22.4)(11.9)
Net profit before tax 20.115.37.8
Income tax(5.6)(4.4)(2.1)
Net profit after tax 14.510.95.6
EBITDA margin68%65%66%
21
Strong 1H23 financial result, with EBITDA margin of 68% (up 3% on 2H22)

Strong balance sheet supports future growth opportunities
($m)HY23FY22
Cash22
Receivables and inventory2829
Current assets3031
Property, plant and equipment890876
Intangibles & other non-currents3740
Total assets957947
Trade and other payables1920
Employee benefits21
Provisions1435
Borrowings75-
Current liabilities11056
Borrowings222260
Employee benefits & other56
Provisions7670
Deferred tax liabilities4036
Total liabilities453428
Net assets504518
Assets
•Import terminal assets at fair value based on independent
valuation in Dec 2021
•Further asset optimisation opportunities –surplus land and
potential sale of refining units
•Benefit of available tax losses of $521 million as at 30 June
2023
Liabilities
•Provisions recognised for the cost of decommissioning, and
future demolition
•Bank debt fully refinanced to align with infrastructure profile
Net assets
•Net assets equal to $1.33 per share as at 30 June 2023
22
Strong balance sheet

257
295
(46)
29
6
15
7
27
-
50
100
150
200
250
300
$'M
Leverage remains within the targeted range
•Strong cash flows from operations, funded 93% of the conversion spend and capex in 1H23
•Net debt increased to $295 million as at 1H23 ($315 million as at 30 September 2023) as expected with the conversion spend and FY22 dividend
•Leverage at 3.6x
[1]
within the targeted range of 3-4x
•Gearing at 37%
[2]
(vs covenants of 55% (bank debt) and 60% (bonds))
•Interest cover at 5.1x (vs covenant of 2.5x)
[3]
Net debt movement
[1] Leverage calculated as Net Debt / annualised rolling EBITDA from continuing operations as at 30 June 2023
[2] Gearing calculated as Net Debt to Net Debt plus Equity as at 30 June 2023
[3] Interest cover calculated as 12 month rolling EBITDA to net interest expense as at 30 June 2023
[4] Includes operating and capital conversion costs (but excludes private storage capex which is included in growth capex)
Net Debt
FY22
Stay-in-
business
capex
Dividends
Growth
capex
Conversion
costs
[4]
Operating
cash flow
Net Debt
HY23
Net
financing
23

Debt profile
Interest rate profile as at 30 September 2023
[1] Indicative debt profile assuming completion of the new retail senior bond issuance at $100m issue size
[2] Shown at $100m issue size
[3] The existing subordinated notes issued by Channel Infrastructure on 14 December 2018, which are quoted on the NZX Debt Marketunder the ticker code CHI010 (Subordinated Notes)
[4]Nominal interest rate, excluding the amortisation of up-front bank fees and bond issuance costs. Bank nominal interest rate represents a combination of bank margin, line fees, and swap rates
(note: drawn facilities in excess of the hedged amount are subject to floating interest rates, i.e. Bank Bill Rate plus the applicable line fee and margin)
[5]The first election date to redeem the Subordinated Notes is 1 March 2024
•Debt facilities of $380 million with significant liquidity headroom
available (c.$62 million as at 30 September 2023)
•Expected debt will peak at around $15 to $35 million above the
30 September 2023 level in the next 6 -12 months (assuming no
further growth projects)
•c.83% of 30 September 2023 net debt fixed, with significant
hedge protection in the following years
•New retail senior bond to replace the Subordinated Notes
[5]
[1]
24
New retail senior bond to replace Subordinated Notes
[5]
[3]

[1] Normalised Free Cash Flow is calculated as net cash flow from operations less maintenance capex (excluding conversioncosts and growth capex).The dividend policy is subject tothe Board’s
due consideration of the Company’s medium term asset investment programme; a sustainable financial structure for Channel Infrastructure, recognising the targeted investment grade rating credit
metrics; and the risks from short and medium term economic and market conditions and estimated financial performance
[2] Neither Channel Infrastructure nor the Bonds have a credit rating (either public or private)
25
Clear capital allocation framework
[2]

[1]Guidance is for terminal operations (classified as continuing operations) and excludes discontinued operations
(i.e. one-off conversion cost opex and capex of $200-220 million), private storage capex ($45-50 million) and
additional terminal storage ($7 million), with no change in guidance for these projects. Guidance also excludes
any opex and capex associated with new growth opportunities
[2]The dividend policy is subject to the Board’s due consideration of the Channel Infrastructure’s medium term asset
investmentprogramme; a sustainable financial structure for Channel Infrastructure, recognisingthe targeted
investment grade credit metrics; and the risks from short and medium term economic and market conditions and
estimated financial performance
[3]From FY24, guidance will be provided on EBITDA and Normalised Free Cash Flow
FY24 guidance
[3]
to be released with FY23 results. Key drivers include:
•The PPI escalator applying to 2024 import terminal services and private storage
revenuepublished mid-November
•Private storage revenue at full run rate of c.$9 million p.a. (2021 real)
•New storage contract announced on 19 October 2023 of c.$9 million of
additional revenue across 10 years from 2024 (with minimal incremental growth
capex)
•Over $2 million saving in FY24 electricity supply costs vs FY23 due to new supply
contract from 1 January 2024
•
Inflationary cost pressure across variable opex
•
Continued focus on maintaining effective cost management culture and
creating efficiencies across the business
Indicative FY23 financial metrics
[1]
($m)
Terminal and other revenue128-130
Operating costs42-44
EBITDA84-88
Depreciation
34-35
Financing costs
c.16
Income tax payable
Nil
Stay-in-business capexc.9-11
Indicative Normalised Free
Cash Flow
59-62
Indicativedividend range
[2]
9.5 -11.5cps
26
FY23 guidance reconfirmed. Outlook for FY24

Bond Offer
27

IssuerChannel InfrastructureNZ Limited.
DescriptionUnsecured,unsubordinated, fixed rate bonds.
Offer amountUp to $75m (with the ability to accept oversubscriptions of up to an additional $25m at Channel Infrastructure’s discretion).
Term6 years maturing on 14 November 2029.
Ranking of the Bonds
On a liquidation of Channel Infrastructure, each Bond will rank as unsecured and unsubordinated debt obligations of Channel Infrastructure,
ranking:
•behind any secured liabilities and liabilities which are preferred by law;
•equally with other Bonds and equally among the rights and claims of equal ranking obligations including the lenders of Channel
Infrastructure’s bank debt and all other unsecured, unsubordinated obligations, including trade creditors and the Existing Bonds; and
•ahead of holders of subordinated debt (including the Subordinated Notes) and ahead of shareholders of Channel Infrastructure.
Amounts owing under the Guarantee constitute unsecured, unsubordinated debt obligations of each Guarantor and on a liquidation of a
Guarantor, amounts owing to holders of Bonds under the Guarantee rank equally with all other unsecured unsubordinated obligations of that
Guarantor.
Guarantee
The Bonds will be guaranteed by the Guarantors under the Negative Pledge Deed dated 28 April 2022 granted by Channel Infrastructure and
Channel Terminal Services Limited in favour of, among others, the Supervisor.
As at the date of this presentation, Channel Terminal Services Limited (a wholly-owned subsidiary of Channel Infrastructure) and Channel
Infrastructure are the only Guarantors.
Interest Rate
Set following the bookbuild process as the sum of the Swap Rate and the Issue Margin, subject to the minimum Interest Rate of6.75% per
annum.
Indicative Issue Margin range
The indicative Issue Margin range is 1.70% to 1.85% per annum. The Issue Margin (which may be within, above or below the indicative Issue
Margin range) will be determined by Channel Infrastructure (in consultation with the Joint Lead Managers) following the bookbuild process
and announced via NZX on or shortly after the Rate Set Date.
28
Key terms
The following section provides a summary of certain key terms only. Full details of the terms of the Offer and the Bonds are contained in the Terms Sheet, which
must be read carefully and in full.

Purpose
The net cash proceeds raised under the Offer (excluding the value of any Subordinated Notes purchased under the Exchange Mechanism)
are intended to be applied towards:
a)repaying a portion of Channel Infrastructure's existing bank debt;
b)redeeming on 1 March 2024 any Subordinated Notes
[1]
that are not otherwise purchased on the Issue Date under the Exchange
Mechanism
[2]
; and
c)general corporate purposes.
The Bonds will also provide diversification of funding that aligns with an infrastructure business.
Financial covenants
Interest Cover Ratio: EBITDA not less than 2.5x Net Interest Expense on two successive semi-annual test dates.
Gearing Ratio: Net Debt to Net Debt plus Equity not to exceed 60%.
Minimum application amountMinimum application of NZ$5,000 with multiples of NZ$1,000 thereafter.
Brokerage0.25% on firm allocations plus 0.50% brokerage.
QuotationApplication has been made for the Bonds to be quoted on the NZX Debt Market under the ticker code CHI030.
No credit ratingThe Bonds will not be rated. Channel Infrastructure is not rated.
Redemption of Subordinated
Notes
[1]
on the first election
date (1 March 2024) if the Offer
is successful
If the bookbuild for the Offer is successful, Channel Infrastructure intends to issue a redemption notice in respect of the Subordinated Notes on
or before 16 January 2024 in order to redeem any Subordinated Notes on 1 March 2024 (being the first scheduled election date)that are not
otherwise purchased on the Issue Date under the Exchange Mechanism described below. For each Subordinated Note redeemed on 1
March 2024, Channel Infrastructure will pay to the relevant holder of Subordinated Notes (Subordinated Noteholder)an amount equal to the
principal amount of the Subordinated Note ($1.00) plus the final semi-annual interest payment.
29
Key terms (cont.)
[1] The existing subordinated notes issued by Channel Infrastructure on 14 December 2018, which are quoted on the NZX Debt Marketunder the ticker code CHI010 (Subordinated Notes)
[2] Refer to slide 30

Opening DateMonday, 30 October 2023.
Closing DateFriday, 3 November 2023 at 11.00am NZT.
Rate Set DateFriday, 3 November 2023.
Issue DateTuesday, 14 November 2023.
Expected date of initial quotation and
trading
Wednesday, 15 November 2023.
Maturity DateWednesday, 14 November 2029.
Interest Payment Dates
Interest will be paid quarterly in arrear in equal amounts on 14 February, 14 May, 14 August and 14 November in each year, with
the first payment on 14 February 2024.
Trading halt
A trading halt in respect of the Subordinated Notes will occur from pre-market trading on Monday, 6 November 2023 (being the
first trading day following the Rate Set Date) to pre-market trading on Wednesday, 15 November 2023 (being the expected date
of initial quotation of the Bonds).
Intended redemption of Subordinated NotesFriday, 1 March 2024
31
Key dates*
* The dates set out above are indicative only and subject to change. Channel Infrastructure may, in its absolute discretion and without notice ̧ vary the timetable. Changes
will be advised by way of announcement through NZX.

Questions
32

Channel Infrastructure releases refreshed strategy Channel announces books closed for retail bond offer

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