Meridian Energy Launches Retail Green Bond Offer

Release






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287-2 9 3 D u r h a m S t r e e t N o r t h , C h r i s t c h u r c h 8 0 1 3

m e r i d i a n e n e r g y . c o . n z
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Meridian Energy launches retail Green Bond offer
11 March 2024
Meridian Energy Limited (
Meridian
) confirmed today that it is offering up to $200 million (with the ability to
accept oversubscriptions of up to an additional $100 million at Meridian’s discretion) of 6 year unsecured,
unsubordinated, fixed rate green bonds (
Green Bonds
) to institutional 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 at 11:00am
on Thursday, 14 March 2024 and the Green Bonds are expected to be quoted on the NZX Debt Market on
Friday, 22 March 2024.
Meridian has an Issuer Credit Rating from S&P Global Ratings of BBB+ (stable outlook). The Green Bonds
are expected to be assigned an Issue Credit Rating of BBB+.
The Interest Rate for the Green Bonds will be set on the Rate Set Date as being equal to the Base Rate plus
the Issue Margin.
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 Thursday, 14 March, 2024 following a bookbuild process.
There is no public pool for the offer, with all of the Green Bonds to be reserved for clients of the Joint Lead
Managers, other primary market participants and institutional investors.
Details of the offer are contained in the indicative terms sheet. The indicative terms sheet is available at
www.meridianenergy.co.nz/about-us/investors/reports/retail-bond-documents or by contacting one of the Joint
Lead Managers (listed below) or your usual financial adviser.
Copies of the indicative terms sheet and investor presentation have also been provided to NZX with this
announcement.
Joint Lead Managers:
ANZ Bank New Zealand Limited: 0800 269 476
Craigs Investment Partners Limited: 0800 226 263
Forsyth Barr Limited: 0800 367 227
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand Branch) 0800 772 142
ENDS
Neal Barclay
Chief Executive Officer
Meridian Energy Limited

m e r i d i a n e n e r g y . c o . n z
PG 2

For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Philip Clark
Head of Communications
027 838 5710

---

11 March 2024





Joint Lead Managers





Indicative
Terms Sheet
Fixed Rate
Green Bonds
Maturing 21 March 2030

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 2

Indicative Terms Sheet
11 March 2024
This indicative terms sheet (“Indicative Terms Sheet”) sets out the key terms of the offer (“Offer”)
by Meridian Energy Limited (“Meridian”) of up to $200,000,000 (with the ability to accept
oversubscriptions of up to an additional $100,000,000 at Meridian's discretion) of 6 year
unsecured, unsubordinated, fixed rate green bonds maturing on 21 March 2030 (“Green Bonds”)
under its master trust deed dated 1 December 2008 (as amended from time to time) (“Trust
Deed”) as modified and supplemented by the supplemental trust deed dated 11 March 2024
(together, “Trust Documents”) entered into between Meridian and Trustees Executors Limited
(“Supervisor”). Unless the context otherwise requires, capitalised terms used in this Indicative
Terms Sheet have the same meaning given to them in the Trust Documents.
Important notice
The Offer of debt securities by Meridian is made in reliance upon the exclusion in clause 19 of
schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).
The Offer contained in this Indicative Terms Sheet is an offer of bonds that have identical rights,
privileges, limitations and conditions (except for the interest rate and maturity date) as:
• Meridian’s green bonds maturing on 20 March 2024, which have a fixed interest rate of
4.88% per annum and are currently quoted on the NZX Debt Market under the ticker code
MEL040;
• Meridian’s green bonds maturing on 27 June 2025, which have a fixed interest rate of
4.21% per annum and are currently quoted on the NZX Debt Market under the ticker code
MEL050; and
• Meridian’s green bonds maturing on 20 September 2028, which have a fixed interest rate
of 5.91% per annum and are currently quoted on the NZX Debt Market under the ticker
code MEL060,
(together the “Existing Bonds”).
Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the
FMCA and the Financial Markets Conduct Regulations 2014.
Meridian is subject to a disclosure obligation that requires it to notify certain material information
to NZX Limited (“NZX”) for the purpose of that information being made available to participants
in the market and that information can be found by visiting www.nzx.com/companies/MEL.
The Existing Bonds are the only debt securities of Meridian that are currently quoted and in the
same class as the Green Bonds.
Investors should look to the market price of the Existing Bonds referred to above to find out how
the market assesses the returns and risk premium for those bonds.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 3

Key terms of the Green Bonds
Issuer Meridian Energy Limited.
Description The Green Bonds are 6 year, unsecured, unsubordinated, fixed rate interest
bearing debt obligations of Meridian.

The Green Bonds are Green Debt instruments under Meridian’s Green Finance
Framework dated February 2023 (as amended from time to time) (“Green
Finance Framework”) (“Green Debt”) and are certified by the Climate Bonds
Initiative (“CBI”) based on the Climate Bonds Standard. A copy of the Green
Finance Framework is available on Meridian’s website:
www.meridianenergy.co.nz/about-us/investors/reports/green-finance.
Use of proceeds In accordance with the Green Finance Framework, Meridian intends to
allocate (either directly or notionally) an amount equal to the proceeds from
the Offer to finance or refinance renewable energy and energy efficiency
projects and assets that meet the eligibility criteria as set out in the Green
Finance Framework (“Green Assets”), including the refinance of the
$150,000,000 MEL040 green bonds which mature on 20 March 2024.
As discussed below under “Alignment with the Green Bond Principles and the
Climate Bonds Standard”, an amount equal to the proceeds of the Green
Bonds will be allocated (directly or notionally) against Green Assets from the
Wind Pool.
In accordance with the Green Finance Framework, Meridian intends to:
• maintain a balance of Green Assets that have a book value at least
equal to the original principal amount of the respective Green Debt at
the time of issuance (including the Green Bonds issued under the
Offer); and
• report details of the ratio of Green Assets to Green Debt annually.
Credit ratings Issuer Credit Rating Expected Issue Credit
Rating
S&P Global Ratings BBB+ (stable) BBB+
Meridian’s current Issuer Credit Rating includes a one-notch uplift from the
company’s stand-alone credit profile of ‘bbb’, reflecting the legislated majority
ownership by the Crown. The Crown does not guarantee the Green Bonds and
is under no obligation to provide financial support to Meridian.
A credit rating is an independent opinion of the capability and willingness of
an entity to repay its debts (in other words, its creditworthiness). It is not a
guarantee that the financial product being offered is a safe investment. A
credit rating should be considered alongside all other relevant information
when making an investment decision.
A credit rating is not a recommendation by any rating organisation to buy, sell
or hold the Green Bonds. The above credit ratings are current as at the date
of this Indicative Terms Sheet and may be subject to suspension, revision or
withdrawal at any time by S&P Global Ratings.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 4

Issue amount Up to $200,000,000 of Green Bonds with the ability to accept
oversubscriptions of up to an additional $100,000,000 at Meridian’s
discretion.
The Offer is not underwritten.
Interest Rate The Interest Rate will be the sum of the Issue Margin and the Base Rate.

The Interest Rate will be announced by Meridian via NZX on or shortly after
the Rate Set Date.
Indicative Issue
Margin
The indicative Issue Margin range is 1.05%–1.15% per annum.
Issue Margin The Issue Margin (which may be within, above or below the indicative Issue
Margin range) will be determined by Meridian in consultation with the Joint
Lead Managers following completion of the bookbuild process and
announced via NZX on or shortly after the Rate Set Date.
Base Rate The mid-market rate for an NZD interest rate swap of a term matching the
period from the Issue Date to the Maturity Date as calculated by the Joint
Lead Managers in consultation with Meridian, according to market
convention, with reference to Bloomberg page “ICNZ4” (or any successor
page) on the Rate Set Date and rounded to 2 decimal places, if necessary,
with 0.005 being rounded up.
Interest
payments
Interest will be payable semi-annually in arrear in equal amounts on 21 March
and 21 September of each year up to and including the Maturity Date. The
First Interest Payment Date will be 21 September 2024.
If an Interest Payment Date is not a Business Day, the due date for the
payment to be made on that date will be the next following Business Day and
no adjustment will be made to the amount payable as a result of the delay in
payment.
Record Date 5.00pm on the tenth calendar day before the due date for that payment or, if
that day is not a Business Day, the preceding Business Day or such other date
as is advised by the Registrar to Holders from time to time.
Issue Price $1.00 per Green Bond.
Minimum
application
The minimum application is $5,000, with multiples of $1,000 thereafter.
Early repayment The Holders of the Green Bonds have no right to require Meridian to redeem
the Green Bonds early except through the Supervisor in the case of an Event of
Default (as set out in the Trust Documents). If the Green Bonds are repaid
early following an Event of Default, interest will be payable up to (but
excluding) the date of repayment.
Meridian does not have the right to redeem the Green Bonds early.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 5

Further
indebtedness
Meridian may, without the consent of the Holders of the Green Bonds, issue
additional securities or incur other debt obligations on such other terms and
conditions as Meridian may think fit.
Guarantee
structure
As detailed below in paragraph (d) under "Financial covenants", Meridian is
required under the Trust Documents to ensure that at all times the Total
Tangible Assets of the Guaranteeing Group will not be less than 80% of Total
Tangible Assets of Meridian and all of its subsidiaries and associates.

As at the date of this Indicative Terms Sheet, the only Guaranteeing Group
Member is Meridian. This means that Meridian is solely responsible for its
obligations in relation to the Green Bonds unless a subsidiary of Meridian
becomes a Guaranteeing Group Member.
Financial
covenants
The Trust Documents contain the following financial covenants:
(a) the ratio of EBITDA of Meridian and all of its subsidiaries and associates
(the “Group”) to Interest and Financing Costs of the Group must not be
less than 2.5 to 1.0 (tested semi-annually by reference to any two of the
three previous 12 month periods);
(b) at all times Debt will not be more than 55% of Debt plus Equity;
(c) at all times Equity will not be less than $1,250,000,000; and
(d) at all times the Total Tangible Assets of the Guaranteeing Group will not
be less than 80% of Total Tangible Assets of the Group.
Negative pledge The Trust Deed contains a negative pledge which provides that no
Guaranteeing Group Member will create or permit to arise or subsist any
Security Interest over its assets except under certain limited exceptions set out
in the Trust Deed.
Alignment with
Green Bond
Principles and
Climate Bonds
Standard
Meridian has developed and adopted the Green Finance Framework to
ensure that, as at the date of this Indicative Terms Sheet, its processes for
identifying Green Assets and managing the use of the proceeds of the Green
Bonds are consistent with the Green Bond Principles 2021 (as amended from
time to time) (the “Green Bond Principles”) as published by the International
Capital Market Association and the Climate Bonds Standard, version 3.0 (as
amended from time to time) (the “Climate Bonds Standard”), implemented by
the CBI.

Meridian’s Green Finance Framework has been structured to include a
dedicated pool of eligible wind projects and assets which are certified under
the Climate Bonds Standard (“Wind Pool”) and a separate pool of eligible
hydropower projects and assets aligned to the Green Bond Principles and Asia
Pacific Loan Market Association Green Loan Principles (“Hydro Pool”).
Proceeds of the Green Bonds will be allocated (directly or notionally) against
Green Assets from the Wind Pool. The Green Finance Framework together
with the registers of Wind Pool assets, Hydro Pool assets and Green Debt is
referred to as Meridian's Green Finance Programme.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 6

In relation to the Wind Pool, Meridian has received:
• a certification from CBI confirming that the Green Finance Programme
has met the criteria for certification by the Climate Bonds Standard
Board dated 11 August 2020;
• a limited assurance opinion from DNV Business Assurance Australia
Pty. Ltd (“DNV”) on the compliance of the Green Finance Programme
with the Climate Bonds Standard as at 30 June 2023;
• a second party opinion from DNV on the alignment of the current
Green Finance Framework with the Green Bond Principles and Green
Loan Principles dated 20 February 2023 (which also relates to the
Hydro Pool); and
• in relation to this Offer of Green Bonds, a pre-issuance certification
from CBI.
Meridian intends to seek further external reviews annually.

Copies of the CBI certifications and the latest DNV Second Party Opinion or
Assurance Opinion (which details the assurance procedures and standards
followed) can be found at www.meridianenergy.co.nz/about-
us/investors/reports/green-finance.
No Event of
Default in
relation to the
Green Finance
Framework or
Green Bond
Principles or
Climate Bonds
Standard
If:
1. Meridian fails to allocate the proceeds of the Green Bonds as described in
this Indicative Terms Sheet and the Green Finance Framework
2. Meridian fails to ensure that the aggregate book value of its Green Assets
(as contemplated in the Green Finance Framework) is at least equal to the
original principal amount of the respective Green Debt at the time of
issuance (including the Green Bonds issued under the Offer);
3. Meridian fails to comply with the Green Finance Framework in any other
way;
4. the Green Bonds cease to satisfy the Green Bond Principles or the Climate
Bonds Standard (including, without limitation, as a result of an
amendment to the Green Bond Principles or Climate Bonds Standard); or
5. Meridian fails to notify the Holders of the Green Bonds that the Green
Bonds cease to comply with the Green Finance Framework, the Green
Bond Principles or Climate Bonds Standard,

then, although it is possible that the Green Bonds may lose their green
classification:
• no Event of Default will occur under the Trust Deed in relation to the Green
Bonds; and
• neither the Holders of the Green Bonds nor Meridian will have any right
for the Green Bonds to be repaid early as a result of any such event or
circumstance.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 7

How to apply for
Green Bonds
All of the Green Bonds, including oversubscriptions, are reserved for clients of
the Joint Lead Managers, institutional investors and other primary market
participants invited to participate in the bookbuild.
There will be no public pool for the Offer. Accordingly, retail investors should
contact a Joint Lead Manager, their financial adviser or any primary market
participant for details on how they may acquire Green Bonds. You can find a
primary market participant by visiting www.nzx.com/services/market-
participants/find-a-participant.
In respect of oversubscriptions or generally, any allotment of Green Bonds will
be at Meridian's discretion, in consultation with the Joint Lead Managers.
Meridian reserves the right to refuse all or any part of an application without
giving any reason.
Each investor's financial adviser will be able to advise them as to what
arrangements will need to be put in place for the investors to trade the Green
Bonds including obtaining a common shareholder number (CSN), an
authorisation code and opening an account with a primary market participant
as well as the costs and timeframes for putting such arrangements in place.
ISIN NZMELDT105C9
Transfers Holders are entitled to sell or transfer their Green Bonds at any time subject to
the terms of the Trust Documents and applicable securities laws and
regulations. Meridian may decline to register a transfer of Green Bonds for
the reasons set out in the Trust Documents.
The minimum amount of Green Bonds a Holder can transfer is $1,000 and in
integral multiples of $1,000 thereafter. No transfer of Green Bonds or any
part of a Holder’s interest in a Green Bond will be registered if the transfer
would result in the transferor or the transferee holding or continuing to hold
Green Bonds with an aggregate principal amount of less than the minimum
holding of $5,000 (other than zero).
Repo-eligibility Meridian intends to apply to the Reserve Bank of New Zealand for the Green
Bonds to be included as eligible securities for domestic market operations.
NZX quotation Meridian will take any necessary steps to ensure that the Green Bonds are,
immediately after issue, quoted on the NZX Debt Market. Application has
been made to NZX for permission to quote the Green Bonds on the NZX Debt
Market and all the requirements of NZX relating thereto that can be complied
with on or before the distribution of this Indicative Terms Sheet have been duly
complied with.
However, NZX accepts no responsibility for any statement in this Indicative
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
MEL070.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 8

Brokerage You are not required to pay brokerage or any other fees or charges to
Meridian to purchase the Green Bonds. However, you may have to pay
brokerage to the firm from whom you receive an allocation of Green Bonds.
Please contact your financial adviser for further information on any brokerage
fees.
Selling
restrictions
The selling restrictions set out in the schedule to this Indicative Terms Sheet
apply.
Joint Arrangers Craigs Investment Partners Limited (“Craigs”) and Westpac Banking
Corporation (ABN 33 007 457 141) (acting through its New Zealand Branch)
(“Westpac”).
Green Bond
Co-ordinator
Westpac New Zealand Limited.
Joint Lead
Managers
ANZ Bank New Zealand Limited, Craigs, Forsyth Barr Limited and Westpac.
Supervisor Trustees Executors Limited.
Registrar Computershare Investor Services Limited.
Governing law New Zealand.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 9

Important Dates:
Opening Date Monday, 11 March 2024
Closing Date 11.00am, Thursday, 14 March 2024
Rate Set Date Thursday, 14 March 2024
Issue Date and
Allotment Date
Thursday, 21 March 2024
Expected date of
initial quotation
and trading on
NZX Debt
Market
Friday, 22 March 2024
Term/Maturity
Date
6 years, maturing Thursday, 21 March 2030

The dates set out in this Indicative Terms Sheet are indicative only and are subject to change.
Meridian has the right in its absolute discretion and without notice to close the Offer early, to
accept late applications, to extend the Closing Date or to choose not to proceed with the Offer. If
the Closing Date is extended, subsequent dates may be extended accordingly.
Copies of the Trust Documents are available at Meridian's website at
www.meridianenergy.co.nz/about-us/investors/reports/master-trust-deed and
www.meridianenergy.co.nz/about-us/investors/reports/retail-bond-documents.
Any internet site addresses provided in this Indicative 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 Indicative Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to
invest. In particular, you should consult your tax adviser in relation to your specific circumstances.
Investors will also be personally responsible for ensuring compliance with relevant laws and
regulations applicable to them (including any required registrations).
For further information regarding Meridian, visit www.nzx.com/companies/MEL.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 10

Contact details

Issuer
Meridian Energy Limited
287-293 Durham Street
Christchurch 8140

Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142

Joint Arranger and Joint Lead Manager
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010

Joint Arranger and Joint Lead Manager
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand Branch)
16 Takutai Square
Auckland 1010

Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011

Joint Lead Manager
Forsyth Barr Limited
Level 22, NTT Tower
157 Lambton Quay
Wellington 6011

Green Bond Co-ordinator
Westpac New Zealand Limited
16 Takutai Square
Auckland 1010

Supervisor
Trustees Executors Limited
Level 7, 51 Shortland Street
PO Box 4197
Shortland Street
Auckland 1140
Legal advisers to Meridian
Russell McVeagh
Level 24, NTT Tower
157 Lambton Quay
Wellington 6011

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 11

Joint Arrangers, Green Bond Co-ordinator, Joint Lead Managers and Supervisor Important Information
The Joint Arrangers, the Green Bond Co-ordinator, the Joint Lead Managers and the Supervisor and their
respective directors, officers, employees and agents:
a. have not authorised or caused the issue of, or made any statement in, any part of this Indicative 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 Indicative Terms Sheet; and
c. to the extent permitted by law, do not accept any responsibility or liability for this Indicative Terms
Sheet or for any loss arising from this Indicative Terms Sheet or its contents or otherwise arising in
connection with the Offer of Green Bonds.
This Indicative Terms Sheet does not constitute financial advice or a recommendation from any Joint Arranger,
the Green Bond Co-ordinator, the Supervisor, or any Joint Lead Manager or any of their respective directors,
officers, employees, agents or advisers to purchase any Green Bonds.
You must make your own independent investigation and assessment of the financial condition and affairs of
Meridian before deciding whether or not to invest in the Green Bonds.

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 12

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

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 13

Schedule – selling restrictions
Part A – initial selling restrictions

The Green Bonds may only be offered in New Zealand
in conformity with all applicable laws and regulations in
New Zealand. In respect of the initial offer of Green
Bonds by Meridian under this Indicative Terms Sheet
(“Initial Offer”), no Green Bonds may be offered in any
other country or jurisdiction except in conformity with all
applicable laws and regulations of that country or
jurisdiction and the selling restrictions set out below in
this Part A. This Indicative Terms Sheet may not be
published, delivered or distributed in or from any
country or jurisdiction except under circumstances which
will result in compliance with all applicable laws and
regulations in that country or jurisdiction and the selling
restrictions set out below in this Part A. For the
avoidance of doubt, the selling restrictions set out below
in this Part A apply only in respect of the Initial Offer.

No action has been or will be taken by Meridian which
would permit an offer of Green Bonds to the public, or
possession or distribution of any offering material, in
any country or jurisdiction where action for that purpose
is required (other than New Zealand).

By purchasing the Green Bonds, each Holder agrees to
indemnify Meridian, the Supervisor, each Joint
Arranger, the Green Bond Co-ordinator and each Joint
Lead Manager (“Indemnified Person”) in respect of any
loss, cost, liability or expense sustained or incurred by an
Indemnified Person as a result of the breach by the
Holder of the selling restrictions.

United States

This Indicative Term Sheet may not be distributed or
released to persons in the United States or to persons
who are, or who are acting for the account or benefit of,
“U.S. persons” (as defined in Regulation S under the U.S.
Securities Act of 1933 (“Regulation S”)).

The Green Bonds have not been, and will not be,
registered under the U.S. Securities Act of 1933 (the “U.S.
Securities Act”) and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S.
persons unless pursuant to an exemption from, or in a
transaction not subject to, the registration requirements
of the U.S. Securities Act or the securities laws of any
state or other jurisdiction of the United States.

Each Joint Lead Manager has represented and agreed
that it will not offer, sell or deliver Green Bonds (a) as
part of their distribution at any time or (b) otherwise
until 40 days after the completion of the distribution of
all Green Bonds, within the United States or to, or for the
account or benefit of, U.S. persons except in accordance
with Regulation S. Each Joint Lead Manager has further
agreed that it will send to each dealer to which it sells
any Green Bonds during the distribution compliance
period a confirmation or other notice setting forth the
restrictions on offers and sales of the Green Bonds
within the United States or to, or for the account or
benefit of, U.S. persons.





Until 40 days after the commencement of the offering
of the Green Bonds, an offer or sale of the Green Bonds
within the United States or to, or for the account or
benefit of, U.S. persons by any dealer (whether or not
participating in the offering) may violate the
registration requirements of the U.S. Securities Act if
such offer or sale is made otherwise than in accordance
with an available exemption from registration under the
U.S. Securities Act.


Relevant Member States of the European
Economic Area

This Indicative Terms Sheet is not a prospectus for the
purposes of the European Union’s Regulation (EU)
2017/1129 (as amended, the “EU Prospectus
Regulation”). This Indicative Terms Sheet has been
prepared on the basis that any offer of Green Bonds in
any Member State of the European Economic Area (the
“EEA”) will only be made to a legal entity which is a
qualified investor under the EU Prospectus Regulation
(an “EU Qualified Investor”). Accordingly, any person
making or intending to make an offer in that Member
State of the EEA of Green Bonds which are the subject of
an offering contemplated in this Indicative Terms Sheet
may only do so with respect to EU Qualified Investors.
Neither Meridian nor any of the Joint Lead Managers
have authorized, nor do they authorize, the making of
any offer of Green Bonds in any Member State of the
EEA other than to EU Qualified Investors.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS -
The Green Bonds are not intended to be offered, sold or
otherwise made available to and should not be offered,
sold or otherwise made available to any EEA Retail
Investor in the EEA. For these purposes, an “EEA Retail
Investor” means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, “MiFID II”); (ii) a
customer within the meaning of Directive (EU) 2016/97
(as amended, the “Insurance Distribution Directive”),
where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) a legal entity that is not an EU Qualified Investor.
Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the “EEA
PRIIPs Regulation”) for offering or selling the Green
Bonds or otherwise making them available to EEA Retail
Investors in the EEA has been prepared and therefore
offering or selling the Green Bonds or otherwise making
them available to any EEA Retail Investors in the EEA
may be unlawful under the EEA PRIIPs Regulation.

Each Joint Lead Manager has represented and agreed
that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any
Green Bonds which are the subject of the offering
contemplated by this Indicative Terms Sheet to any
retail investor in the EEA. For the purposes of this
provision:

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 14

(a) the expression “retail investor” means a person
who is one (or more) of the following:
(i) a retail client as defined in point (11)
of Article 4(1) of MiFID II;
(ii) a customer within the meaning of the
Insurance Distribution Directive,
where that customer would not
qualify as a professional client as
defined in point (10) of Article 4(1) of
MiFID II; or
(iii) not a qualified investor as defined in
the EU Prospectus Regulation; and
(b) the expression an “offer” includes the
communication in any form and by any means
of sufficient information on the terms of the
offer and the Green Bonds to be offered so as
to enable an investor to decide to purchase or
subscribe for the Green Bonds.

United Kingdom

This Indicative Terms Sheet is not a prospectus for the
purposes of the UK Prospectus Regulation (as defined
below). This Indicative Terms Sheet has been prepared
on the basis that any offer of Green Bonds in the United
Kingdom will only be made to a legal entity which is a
qualified investor under the UK Prospectus Regulation (a
“UK Qualified Investor”). Accordingly, any person
making or intending to make an offer in the United
Kingdom of Green Bonds which are the subject of an
offering contemplated in this Indicative Terms Sheet
may only do so with respect to UK Qualified Investors.
Neither Meridian nor any of the Joint Lead Managers
have authorized, nor do they authorize, the making of
any offer of Green Bonds in the United Kingdom other
than to UK Qualified Investors. For the purposes of this
Indicative Terms Sheet, the “UK Prospectus Regulation”
means the EU Prospectus Regulation as it forms part of
the laws of the United Kingdom.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The
Green Bonds are not intended to be offered, sold or
otherwise made available to and should not be offered,
sold or otherwise made available to any UK Retail
Investor in the United Kingdom. For these purposes, a
“UK Retail Investor” means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part
of the laws of the United Kingdom; (ii) a customer within
the meaning of the provisions of the Financial Services
and Markets Act 2000 (the “FSMA”) and any rules or
regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer
would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of the laws of the United Kingdom; or (iii)
a legal entity that is not a UK Qualified Investor.
Consequently, no key information document required by
the EEA PRIIPs Regulation as it forms part of the laws of
the United Kingdom (the “UK PRIIPs Regulation”) for
offering or selling any Green Bonds or otherwise making
them available to UK Retail Investors in the United
Kingdom has been prepared and therefore offering or
selling any Green Bonds or otherwise making them
available to any UK Retail Investor in the United
Kingdom may be unlawful under the UK PRIIPs
Regulation.

Each Joint Lead Manager has represented and agreed
that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any
Green Bonds which are the subject of the offering
contemplated by this Indicative Terms Sheet in relation
thereto to any retail investor in the United Kingdom. For
the purposes of this provision:

(a) the expression “retail investor” means a
person who is one (or more) of the following:
(i) a retail client as defined in point (8)
of Article 2 of Regulation (EU) No
2017/565 as it forms part of the laws
of the United Kingdom; or
(ii) a customer within the meaning of
the provisions of the FSMA and any
rules or regulations made under the
FSMA to implement the Insurance
Distribution Directive, where that
customer would not qualify as a
professional client, as defined in
point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of
the laws of the United Kingdom; or
(iii) not a qualified investor as defined in
Article 2 of the UK Prospectus
Regulation; and
(b) the expression an “offer” includes the
communication in any form and by any means
of sufficient information on the terms of the
offer and the Green Bonds to be offered so as
to enable an investor to decide to purchase or
subscribe for the Green Bonds.

No communication, invitation or inducement to engage
in investment activity (within the meaning of Section 21
of the FSMA) has been or may be made or caused to be
made or will be made in connection with the issue or
sale of the Green Bonds in circumstances in which
Section 21(1) of the FSMA applies to Meridian.

All applicable provisions of the FSMA with respect to
anything done in relation to the Green Bonds in, from or
otherwise involving the United Kingdom have been and
will be complied with.

Japan

The Green Bonds have not been, and will not be
registered, under the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as
amended) (the “FIEA”). The Green Bonds have not been
offered or sold and will not be offered or sold, directly or
indirectly, in Japan or to, or for the benefit of, any
resident of Japan (as defined under Item 5, Paragraph 1,
Article 6 of the Foreign Exchange and Foreign Trade Act
(Act No. 228 of 1949, as amended)), or to others for re-
offering or resale, directly or indirectly, in Japan or to, or
for the benefit of, a resident of Japan except (i)
pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 15

FIEA and (ii) in compliance with any other applicable
requirements of Japanese law, regulations and
ministerial guidelines.

Singapore

Notification under Section 309B(1)(c) of the Securities
and Futures Act 2001 of Singapore, as modified or
amended from time to time (the “SFA”) - In connection
with Section 309B of the SFA and the Securities and
Futures (Capital Markets Products) Regulations 2018 of
Singapore (the “CMP Regulations 2018”), Meridian has
determined the classification of the Green Bonds as
prescribed capital markets products (as defined in the
CMP Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice
on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment
Products).

This Indicative Terms Sheet has not been registered as a
prospectus with the Monetary Authority of Singapore.
Accordingly, this Indicative Terms Sheet and any other
document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the
Green Bonds may not be circulated or distributed, nor
may the Green Bonds be offered or sold, or be made the
subject of an invitation for subscription or purchase,
whether directly or indirectly, to any person in
Singapore other than (a) to an institutional investor (as
defined in Section 4A of the SFA) pursuant to Section
274 of the SFA or (b) to an accredited investor (as
defined in Section 4A of the SFA) pursuant to and in
accordance with the conditions specified in Section 275
of the SFA.

Prospective investors to note:

At no time shall the Green Bonds be offered or sold, or
caused to be made the subject of an invitation for
subscription or purchase, nor shall this Indicative Terms
Sheet or any other document or material in connection
with the offer or sale, or invitation for subscription or
purchase of the Green Bonds be circulated or
distributed to any person in Singapore in any
subsequent offer except to (i) an institutional investor
(as defined in Section 4A of the SFA) or (ii) an accredited
investor (as defined in Section 4A of the SFA) pursuant
to and in accordance with the conditions specified in
Section 275 of the SFA.


Where the Green Bonds are subscribed or purchased
under Section 275 of the SFA by an accredited investor
which is:

(a) a corporation the sole business of which is to hold
investments and the entire share capital of which is
owned by one or more individuals, each of whom is an
accredited investor; or

(b) a trust whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an
accredited investor,

securities or securities-based derivatives contracts (each
term as defined in Section 2(1) of the SFA) of that
corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust shall not be
transferred except:

(1) to an institutional investor or to an accredited
investor;

(2) where no consideration is or will be given for the
transfer; or

(3) where the transfer is by operation of law.

Hong Kong

No Green Bonds have been offered or sold or will be or
may be offered or sold in Hong Kong, by means of any
document other than (a) to “professional investors” as
defined in the Securities and Futures Ordinance (Cap.
571) of Hong Kong (“SFO”) and any rules made under
the SFO; or (b) in other circumstances which do not
result in the document being a “prospectus” as defined
in the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong (the
“CWUMPO”) or which do not constitute an offer to the
public within the meaning of the CWUMPO.

No advertisement, invitation or document relating to
the Green Bonds may be issued or in the possession of
any person or will be issued or be in the possession of
any person in each case for the purpose of issue,
whether in Hong Kong or elsewhere, which is directed
at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to
do so under the securities laws of Hong Kong) other
than with respect to the Green Bonds which are or are
intended to be disposed of only to persons outside Hong
Kong or only to “professional investors” as defined in
the SFO and any rules made under the SFO.

Australia

No prospectus or other disclosure document (as defined
in the Corporations Act 2001 of Australia (“Corporations
Act”)) in relation to the Green Bonds has been, or will
be, lodged with the Australian Securities and
Investments Commission (“ASIC”). No person may:

(a) make or invite (directly or indirectly) an offer of the
Green Bonds for issue, sale or purchase in, to or from
Australia (including an offer or invitation which is
received by a person in Australia); and

(b) distribute or publish, any terms sheet, information
memorandum, prospectus or any other offering
material or advertisement relating to the Green Bonds
in Australia,

unless:

(i) the aggregate consideration payable by each offeree
or invitee is at least A$500,000 (or its equivalent in an
alternative currency and, in either case, disregarding
moneys lent by the offeror or its associates) or the offer
or invitation otherwise does not require disclosure to

MERIDIAN ENERGY LIMITED. Indicative Terms Sheet Fixed Rate Green Bonds. 16

investors in accordance with Part 6D.2 or Part 7.9 of the
Corporations Act;

(ii) the offer or invitation is not made to a person who is
a “retail client” within the meaning of section 761G of
the Corporations Act;

(iii) such action complies with all applicable laws,
regulations and directives; and

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

Part B – general selling restrictions

The Green Bonds may only be offered for sale or sold in
New Zealand in conformity with all applicable laws and
regulations in New Zealand. No Green Bonds may be
offered for sale or sold in any other country or
jurisdiction except in conformity with all applicable laws
and regulations of that country or jurisdiction. No
offering document or other offering material in respect
of the Green Bonds may be published, delivered or
distributed in or from any country or jurisdiction except
under circumstances which will result in compliance with
all applicable laws and regulations in that country or
jurisdiction. No action has been or will be taken by
Meridian which would permit an offer of Green Bonds
to the public, or possession or distribution of any
offering material, in any country or jurisdiction where
action for that purpose is required (other than New
Zealand).

By purchasing the Green Bonds, each Holder is deemed
to have indemnified Meridian in respect of any loss,
cost, liability or expense sustained or incurred by
Meridian as a result of the breach by the Holder of the
selling restrictions contained in the above paragraph.

---

Release






M e r i d i a n E n e r g y L i m i t e d ( A R B N 1 5 1 8 0 0 3 9 6 ) A c o m p a n y i n c o r p o r a t e d i n N e w Z e a l a n d
287-2 9 3 D u r h a m S t r e e t N o r t h , C h r i s t c h u r c h 8 0 1 3
m e r i d i a n e n e r g y . c o . n z
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Notice pursuant to clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014
11 March 2024
Meridian Energy Limited ("
Meridian
") gives notice under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014 ("
Regulations
") that it proposes to make an offer for the
issue of fixed rate green bonds due 21 March 2030 ("
New Bonds
") in reliance upon the exclusion in
clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 ("
FMCA
").
The main terms of the offer and the New Bonds are set out in the Indicative Terms Sheet released via
the NZX. Except for the interest rate and maturity date, the New Bonds will have identical rights,
privileges, limitations and conditions as:
•
Meridian’s fixed rate green bonds maturing on 20 March 2024 which are quoted on the NZX
Debt Market under the ticker code MEL040;
•
Meridian’s fixed rate green bonds maturing on 27 June 2025 which are quoted on the NZX
Debt Market under the ticker code MEL050; and
•
Meridian’s fixed rate green bonds maturing on 20 September 2028 which are quoted on the
NZX Debt Market under the ticker code MEL060,
(together the “
Existing Bonds
”), and therefore are of the same class as the Existing Bonds for the
purposes of the FMCA and the Regulations. The Existing Bonds have been continuously quoted on
the NZX Debt Market over the preceding 3 months.
As at the date of this notice, Meridian is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to the Existing Bonds; and
(b) its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for the
purposes of the Regulations.
As at the date of this notice, there is no other information that would be required to be disclosed under
a continuous disclosure obligation or which would be excluded information required to be disclosed
for the purposes of the Regulations if the Existing Bonds had had the same redemption date or
interest rate as the New Bonds being offered.
ENDS

Neal Barclay
Chief Executive
Meridian Energy Limited

m e r i d i a n e n e r g y . c o . n z
PG 2

For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Philip Clark
Head of Communications
027 838 5710

---

MARCH 2024
Meridian Energy Limited
Green Bond Offer
Joint Arranger, Green Bond Co-
Ordinator, Joint Lead Manager:
Joint Arranger, Joint Lead
Manager:
Joint Lead Managers:

2
Important Notice
This presentation has been prepared by Meridian Energy Limited (Meridian) in relation to its offer of unsecured, unsubordinated fixed rate green bonds
maturing on 21 March 2030 (Green Bonds) (Offer). The Offer of Green Bonds is made in reliance upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA). Details of the Offer are contained in the Indicative Terms Sheet dated on or about the date of this
presentation (Indicative Terms Sheet). Unless the context otherwise requires, capitalised terms in this presentation have the same meaning as given to
them or incorporated in theIndicative Terms Sheet.
The Offer is an offer of bonds that have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as:
•Meridian’s green bonds maturing on 20 March 2024, which have a fixed interest rate of 4.88% per annum and are currently quoted on the NZX Debt
Market under the ticker code MEL040;
•Meridian’s green bonds maturing on 27 June 2025, which have a fixed interest rate of 4.21% per annum and are currently quoted on the NZX Debt
Market under the ticker code MEL050; and
•Meridian’s green bonds maturing on 20 September 2028, which have a fixed interest rate of 5.91% per annum and are currently quoted on the NZX
Debt Market under the ticker code MEL060,
(together the Existing Bonds).
Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations
2014.
Meridian is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for the purpose of that
information being made available to participants in the market and that information can be found by visiting www.nzx.com/companies/MEL
.
The Existing Bonds are the only debt securities of Meridian that are currently quoted and in the same class as the Green Bonds.
Investors should look to the market price of the Existing Bonds referred to above to find out how the market assesses the returns and risk premium for
those bonds.
MARCH 2024RETAIL BOND OFFER

Offer Highlights
3
MARCH 2024RETAIL BOND OFFER

4
Offer Highlights
MARCH 2024RETAIL BOND OFFER
IssuerMeridian Energy Limited (Meridian).
Description
6 year unsecured, unsubordinated, fixed rate green bonds (Green Bonds).
The Green Bonds are Green Debt instruments under Meridian’s Green Finance Framework dated February
2023 (as amended from time to time) and are certified by the Climate Bonds Initiative based on the Climate
Bonds Standard. A copy of the Green Finance Framework is available on Meridian’s website.
Issue Amount
Up to $200,000,000 (with the ability to accept oversubscriptions of up to an additional $100,000,000 at
Meridian’s discretion).
Term and Maturity Date6 years, maturing Thursday, 21 March 2030.
Use of Proceeds
Meridian intends to allocate (either directly or notionally) an amount equal to the proceeds from the Offer to
finance or refinance renewable energy and energy efficiency projects and assets that meet the eligibility
criteria as set out in the Green Finance Framework (Green Assets), including the refinance of the
$150,000,000 MEL040 green bonds which mature on 20 March 2024.
Credit Rating
Issuer Credit Rating: BBB+ (Stable) by S&P Global Ratings.
Expected Issue Credit Rating for the Green Bonds: BBB+ by S&P Global Ratings.
Joint Arrangers and Joint
Lead Managers
Craigs Investment Partners Limited (Craigs) and Westpac Banking Corporation (ABN 33 007 457 141) (acting
through its New Zealand Branch) (Westpac) are acting as Joint Arrangers. ANZ Bank New Zealand Limited,
Craigs, Forsyth Barr Limited and Westpac have been appointed Joint Lead Managers.

5
MARCH 2024RETAIL BOND OFFER
About Meridian

6
MARCH 2024RETAIL BOND OFFER
About Meridian
§New Zealand’s largest generator, all production from
renewable sources
§Seven big hydro stations – flexible plant with the
country’s largest storage
§Low stay in business capital requirements
§Five New Zealand wind farms, with the first built in 2004
§Currently constructing a sixth wind farm and New
Zealand’s first grid scale battery storage system
§One of the largest retailers of electricity (by volume) in
New Zealand
§Executing a renewables generation pipeline to support
demand growth (driven by New Zealand’s
decarbonisation goals)
§Strong investment grade credit metrics
§Experienced leadership team and Board
§Majority Government shareholding (51%)
372,000
customers

62%
18%
1%
1%
7%
1%
2%
9%
Annual generation
Hyd ro
Geothermal
Biogas
Wood
Wind
Sol ar
Oi l
Coal
Gas
Waste Heat
35%
24%
6%
33%
2%
Annual consumption
Residential
Commercial
Agriculture
Industrial
Other
7
New Zealand Electricity Market
MARCH 2024RETAIL BOND OFFER
5 major generators (all listed, 3
majority Government owned)
1 transmission grid
owner (state owned)
1 very large industrial user
(Rio Tinto/Sumitomo
smelter), ~13% of national
demand
29 electricity
distribution businesses
(various ownership
structures)
40 retailers
Over
2 million customer
consumers
(41 TWh annual demand)
Sources: Electricity Authority and Ministry of Business, Innovation and Employment
(30 September 2023)
(30 September 2023)
89%
renewable
32% share
36% share
13%
NZAS
31 January 2024

8
New Zealand Electricity Market continued
§A reliable, affordable and environmentally
sustainable electricity system
§A well functioning competitive market with
a high level of renewable resources and
rational competition
§Vertical integration is the prevailing market
structure
§Wholesale and retail market regulation
provided by an independent regulator –
The Electricity Authority (EA)
§Demand growth in the last decade has
been modest. However, strong demand
outlook from decarbonisation
§Significant new renewable generation
build is occurring
MARCH 2024RETAIL BOND OFFER
West Wind farm near Wellington

9
Energy Policies from the New Coalition Government
MARCH 2024RETAIL BOND OFFER
Energy policy
§Cease work on Onslow pumped hydro
§Repeal offshore oil and gas exploration ban
§Net Zero by 2050 reiterated with doubling of
renewable electricity included
Climate change
§Stop the current review of Emissions Trading
Scheme
§Maintain separate approaches to methane
and carbon dioxide emissions
§Cease further GIDI
1
funding and remove clean
car discounts and the ‘ute tax’
§Accelerate EV infrastructure investment
including a nationwide public charging
network
Lake Benmore in the Waitaki Valley
1
Government Investment in Decarbonising Industry

10
Energy Policies from the New Coalition Government continued
MARCH 2024RETAIL BOND OFFER
Hydrogen and other fuels
§Plan for transitional low carbon fuels
including hydrogen infrastructure
§A Hydrogen National Policy Statement to be
introduced to provide investment certainty
Resource Management Act (RMA) reform
§Repeal Natural and Built Environment and
Spatial Planning Acts
§Establish a fast-track consenting and
permitting process for significant projects
§Replace the RMA with new resource
management laws designed to make new
infrastructure consenting easier
§Establish a National Infrastructure Agency
Lake Pukaki in the Waitaki Valley

30
35
40
45
50
55
60
65
70
199720002003200620092012201520182021202420272030203320362039204220452048
TWh
Financial Year ended 30 June
Annual Market Demand for Generation
11
Renewable Growth
MARCH 2024RETAIL BOND OFFER
Source: Meridian
history
range of future growth outcomes
NZ top 25% staff engagement,
improving injury rate
2.5% increase in EBITDAF**
3% increase in ordinary dividend
Carbon neutral, stable
operational emissions
1.1 GW of secured
development options
$214 million gain on sale of Australia
Harapaki wind farm
on schedule
300 GWh* in MoU’s or contracted
for South Island process heat
6% customer sales volume growth
* 1250 GWh in Memorandums of Understanding, 50 GWh contracted (annual volumes)
** Earnings before interest, tax, depreciation, amortisation, changes in fair value of hedges, impairments and gains or losses on sale of assets
$30+
billion
of new
generation
investment by
2050
1
7 consented projects in 7 years from 2023
2
20 consented projects in 28 years from 2023
Source: Meridian
20 in 28
2
7 in 7
1

12
MARCH 2024RETAIL BOND OFFER
Meridian’s Strategy
Our strategy map
Clean energy for a fairer and healthier world
Te kaupapa
Our purpose
An all-encompassing focus on climate action
Te rautaki
Our strategy
Grow renewable
generation
To speed our path to a
resilient, net zero future
Because customers must
benefit from innovations
and lower energy costs
So everything we do aligns
to deliver on our goals
Because how we do the mahi is
what will make the real difference
Deliver cleaner,
cheaper energy
Deliver operational
excellence
Grow capability
and culture
Te kaupapa matua
Our priorities
Te arotahinga
Our focus
•Accelerate Aotearoa New Zealand’s
decarbonisation efforts:
– Build renewable
generation options.
– Secure long-term
access to water.
–
Develop Southern
Green Hydrogen.
•
Deliver on our 7 in 7.
•Grow our dispatchable
MW capacity.
•Bring dispatchable customer
capacity to market.
•Disrupt electricity retailing in
Aotearoa New Zealand:
– Support customer decarbonisation
to reduce emissions and generate
Retail revenue.
– Accelerate Retail to improve
customer experience and
increase business performance.
•Take 5,000 households out
of hardship.
•Support the electrification
of transport.
•
Build operational flex and
agility while sustaining excellent
asset productivity.
•Policy advocacy that promotes
climate action and supports
New Zealanders through the
energy transition.
•Grow Flux client base and optimise
the business to support scale.
•Modern data and digital systems
to promote collaboration,
operational efficiency, innovation
and data-driven decisions.
•Our developing understanding of
the Māori world view helps build
long term relationships with tangata
whenua and better outcomes for all.
•Sustainability culture and leadership
that benefits people and planet,
inspires climate action, and attracts
investors.
•Safety leadership that grows
in strength as we build into the
energy transition.
•row a diverse and inclusiveƒ sŸilled
worŸforce that reflects the countr­
we live i.
Te mahi
Our key initiatives
NOVEMBER 2023
Te whaipainga
Our values

13
Meridian’s Renewable Development Pipeline
MARCH 2024RETAIL BOND OFFER
§4.9GW (11TWh) of development options
§2.1GW secured, 2.8GW in advanced prospects

Harapaki Wind Farm – Hawke’s Bay
§$448M capital costs
§176MW capacity / 542GWh generation
§To power the equivalent of 70,000 homes
§Local iwi are an integral part of our team
§Sustainability focus to design out emissions
§20 turbines commissioned
14
MARCH 2024RETAIL BOND OFFER

15
Portfolio Response to NZAS Contract Termination
MARCH 2024RETAIL BOND OFFER
14 JAN 20211 JAN 20221 JAN 20231 JAN 202431 DEC 2024
14 JAN 20211 JAN 20221 JAN 20231 JAN 202431 DEC 2024
NZAS contract termination portfolio response
Feb 22 Interim ResultsFeb 23 Interim Results
August 21 Annual Results
May 21 Investor DayAugust 22 Annual ResultsAugust 23 Annual Results
472 GWh
MoUs/contract
300 GWh
MoUs/contract
600 GWh
contracted
171 GWh
MoUs/contract
31 GWh
MoUs
Process heat
292 GWh
MoUs/contract
300 GWh
MoUs/contract
Prior swaption
Options discussionsNova call optionExploring optionsContact swaption
Replacement
complete
NZAS contract
Review of sites
Site acquisition
Construction
Construction
Completion
ConsentedReview of sites
North Island battery (Ruakākā)
Tendering
Clutha Upper Waitaki Lines Project
On scheduleOn schedule1,180 MW capacityCompletion
Datagrid
Site acquisitionNot activeAnchor customerSite acquisitionReview of sites
Southern Green Hydrogen
RFP issued
Project development
FID
Feasibility & ROI
Partner selected
Developers shortlisted
ROI Prework
Security holders
negotiation
Feb 24 Interim Results
887 GWh
MoUs/contract
Security holders
negotiation
Discussions are ongoing with NZAS on a potential contract beyond 2024. These discussions are complex, and outcomes are uncertain.
Meridian will update the market when discussions with NZAS are completed

16
MARCH 2024RETAIL BOND OFFER
Climate Action Plan
Meridian’s purpose of Clean energy for a fairer and healthier world is at
the centre of everything we do on our journey to a resilient, net zero future.
Our
purpose
Our key
initiatives
These key initiatives align with our commitment to contribute meaningfully to the United Nations (UN) Sustainable Development Goals (SDGs) where we can have most impact – such as SDG13 Climate
Action. See our Sustainability Policy for further detail. Where we can’t reduce our operational emissions right now, we offset using Gold Standard Verified Emission Reductions and have done since FY19
Our
priorities
Renewable
generation
Customer
decarbonisation
Managing our emissions
and ensuring resilience
Renewable energy
development pipeline
Creating a pipeline of grid-scale projects
ready for construction. First horizon “7x7”
focused on 7 projects in the 7 years to 2030.
Construction of new generation assets
Beginning with Harapaki wind farm, we’re
building new assets to increase supply from our
existing 100% renewable energy asset base.
New opportunities – hydrogen
Advancing a new partnership opportunity to
develop a green hydrogen centre to support
decarbonisation in Aotearoa and abroad.
Process heat
Helping businesses replace fossil fuel boilers
with electrode boilers and heat pumps.
Electric vehicles
and charging network
Making it easier for NZers to drive electric.
Demand flexibility
Playing our part in creating a more flexible
energy system that enables smarter use of
electricity and widespread electrification.
Construction emissions
Reducing emissions as we build new generation
assets, and our new offsetting commitment.
Half by 30
Our science-aligned gross emissions reduction
target for Scope 1, 2 and 3 operational emissions.
Halving total emissions by FY30 on a FY21 baseline.
Forever Forests
Our nature based response to grow a permanent,
and over time 100% native, emissions sink.
Climate risk and adaptation
Our continued commitment to assess and
manage our climate-related risks, including
adaptation.
AUGUST 2023

17
Our Leading Sustainability Performance
MARCH 2024RETAIL BOND OFFER
Green
Finance
Framework
Climate Action Plan
Meridian’s purpose of Clean energy for a fairer and healthier world
is at the centre of everything we do on our journey to net zero.
Our
purpose
Our
business
Our energy
generation is from
100% renewable
sources through:
We are continuing development of
• additional renewable energy generation
• electrifying process heat
• vehicle charging infrastructure
• green hydrogen production
Water.Wind.Sun.
Our
priorities
* Meridian’s operational emission boundary includes all scope 1, 2 and 3 categories, excluding all one-time construction emissions from major projects and all activities that are capitalised as part of renewable energy projects. From our FY21 baseline (excluding Meridian Australia).
Where we can’t reduce our operational emissions right now, we offset using Gold Standard Verified Emission Reductions and have done since FY19.
Our
Half by 30
focus areas
Land TransportFarmsFugitive emissions Air travelFerry and bargeWaste
These priorities align with our commitment to contribute meaningfully to the United Nations (UN) Sustainable Development Goals (SDGs)
where we can have most impact – such as SDG13 Climate Action. See our Sustainability Policy for further detail.
This plan paves our way for future action and will be updated annually. Progress on initiatives and targets will be reviewed by the Meridian Safety and Sustainability Committee and are also included in our Climate-related disclosures.
AUGUST 2022
Forever Forests
Our nature-based
commitment to
emission removals.
Half by 30
We are focused on reducing
our gross operational
emissions by half by FY30
*
.
Helping customers and
Aotearoa to decarbonise
Increasing consumption
of renewable electricity
through electrification.
2030
Greenhouse
Gas Emissions
Inventory
Report

Financial Information and Capital Structure
18
MARCH 2024RETAIL BOND OFFER

19
Financial Performance
MARCH 2024RETAIL BOND OFFER
1
A non-GAAP measure of earnings before interest, tax, depreciation, amortisation, unrealised changes in fair value of hedges, impairments and gains and losses on sale of assets
2
A non-GAAP measure of net profit after tax adjusted for the effects of unrealised changes in fair value of hedges, electricity option premiums and other non-cash items and their tax effects
3
A non-GAAP measure of drawn borrowings and lease liabilities payable less cash and cash equivalents
Meridian's interim reporting date is 31 December and final half year date and financial year end date is 30 June
426
395394
425
443
361
297
315
358
787
692
709
783
0
20 0
400
600
800
1, 0 00
20 2 020 2 120 2 220 2 320 2 4
$M
Financial Year ended 30 June
EBITDAF
1
InterimFinal half-yearTot al
191
227
145
201
191
-16
188
306
-106
175
415
451
95
-2 00
-1 00
0
10 0
20 0
300
400
500
20 2 020 2 120 2 220 2 320 2 4
$M
Financial Year ended 30 June
Net Profit after Tax (continuing operations)
InterimFinal half-yearTot al
31
33
92
171
163
27
53
83
175
58
86
175
346
0
10 0
20 0
300
400
500
20 2 020 2 120 2 220 2 320 2 4
$M
Financial Year ended 30 June
Capital Expenditure (NZ Operations)
InterimFinal half-yearTot al
266
187
225
265
303
338
244
236
244
604
431
461
509
0
10 0
20 0
300
400
500
600
700
20 2 020 2 120 2 220 2 320 2 4
$M
Financial Year ended 30 June
Operating Cash Flows
InterimFinal half-yearTot al
184
149
145
181
175
132
82
88
134
316
231
233
315
0
10 0
20 0
300
400
20 2 020 2 120 2 220 2 320 2 4
$M
Financial Year ended 30 June
Underlying Net Profit after Tax
2
InterimFinal half-yearTot al
1,419
1,538
804
1,036
1,193
0
20 0
400
600
800
1, 0 00
1, 20 0
1, 40 0
1, 600
1, 80 0
Jun-20Jun-21Jun-22Jun-23Dec-23
$M
As At
Net Debt
3
Source: Meridian

31%
1%
28%
30%
10%
Sources of Funding - 31 December 2023
NZ $ bank facilities drawn/ undrawn
EK F - D anish expo rt cred it
Retail Bonds
US pr ivate placement
Commercial paper
160
435
153
200
439
75
125
120
80
0
200
400
600
CY24CY25CY26CY27CY28CY29+
$M
Calendar Year ended 31 December
Debt Maturity Profile as at 31 December 2023
Drawn debt maturing (face value)Available facilities maturing
20
Funding
MARCH 2024RETAIL BOND OFFER
§Diverse sources of funding
§Total borrowings as at 31 December 2023
of $1,391M
1
§Committed bank facilities of $650M, of
which $601M were undrawn
§Minimum headroom required in addition
to forecast requirements is $200M
§All borrowings classified as Green Debt
under Meridian’s Green Finance
Framework
§A portion of the 2024 retail bond offer
issue proceeds used to refinance the $150M
MEL040 green bonds, which mature on 20
March 2024
§Next capital market maturity is June 2025
($200M green bond)
Source: Meridian
Source: Meridian
1
Including $10M fair value adjustment
Available facilities offset by Commercial Paper on issue and call borrowings

21
Credit Rating and Covenants
MARCH 2024RETAIL BOND OFFER
§Meridian targets a long-term credit rating of
BBB+
§Issuer Credit Rating: BBB+/Stable (S&P Global
Ratings)
§
Solid rating headroom in near term
financial metrics following divestment of
Australian business in 2022
§Rating reaffirmed in November 2023
§Net debt to EBITDAF is a key rating metric
§Board gives consideration to the long-term
credit rating target in Meridian’s Dividend
Policy
§Historical performance well within bond
covenant requirements
Key Metrics
Financial Year ended 30 June20192020202120222023
$M
Share capital 1,5991,5981,5951,6711,700
Retained earnings -1,171-1,542-1,548-1,242-1,600
Other reserves 5,0295,0265,1775,0945,887
Eq uity5,4575,0825,2245,5235,987
Drawn borrowings1,3761,4911,5891,1261,221
Lease liability payable123104974127
Less: cash and cash equivalents-78-176-148-363-212
Net debt1,4211,4191,5388041,036
EBITD AF838853692709783
Net Debt to EBITDAF (times)1.71.72.21.11.3
Interest8283807869
EBITDA F int erest c over (t imes)10.210.38.79.111.3
Debt (drawn borrowings + lease liability payable)1,4991,5951,6861,1671,248
Deb t (Deb t +Eq uit y)22%24%24%17%17%
Source: Meridian

22
MARCH 2024RETAIL BOND OFFER
Green Finance Programme

Key Terms and Dates
23
MARCH 2024RETAIL BOND OFFER

24
Key Terms
MARCH 2024RETAIL BOND OFFER
IssuerMeridian Energy Limited (Meridian).
Description
6 year, unsecured, unsubordinated, fixed rate green bonds (Green Bonds).
The Green Bonds are Green Debt instruments under Meridian’s Green Finance Framework dated February 2023 (as amended
from time to time) and are certified by the Climate Bonds Initiative based on the Climate Bonds Standard. A copy of the Green
Finance Framework is available on Meridian’s website.
Issue AmountUp to $200,000,000 (with the ability to accept oversubscriptions of up to an additional $100,000,000 at Meridian’s discretion).
Term and Maturity Date6 years, maturing Thursday, 21 March 2030.
Interest Rate
The Interest Rate will beequal to the sum of the Issue Margin and the Base Rate.
The Interest Rate will be announced by Meridian via NZX on or shortly after the Rate Set Date.
Indicative Issue Margin
1.05%-1.15% per annum.
The actual Issue Margin may be within, above or below this range.
Interest PaymentsSemi-annually in arrear in equal amounts.
Credit Rating
Expected Issue Credit Rating for the Green Bonds: BBB+. Meridian has an Issuer Credit Rating of BBB+ (Stable) from S&P Global
Ratings.
Minimum Application AmountMinimum application of $5,000 with multiples of $1,000 thereafter.
Quotation
Meridian will take all necessary steps to ensure that the Green Bonds are, immediately after issue, quoted on the NZX Debt
Market. Application has been made to NZX for permission to quote the Green Bonds on the NZX Debt Market and all the
requirements of NZX relating thereto that can be complied with on or before the distribution of this Investor Presentation have
been duly complied with. However, NZX accepts no responsibility for any statement in this Investor Presentation. NZX is a lice
nsed
market operator and the NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market Ticker CodeMEL070.

25
Key Terms continued
MARCH 2024RETAIL BOND OFFER
Financial Covenants
The Trust Documents contain the following financial covenants:
a)the ratio of EBITDA of the Group to Interest and Financing Costs must not be less than 2.5 times;
b)at all times Debt will not be more than 55% of Debt plus Equity;
c)at all times Equity will not be less than $1,250,000,000; and
d)at all times the Total Tangible Assets of the Guaranteeing Group will not be less than 80% of Total Tangible Assets of the Group.
Refer to the Trust Deed for further detail including calculations and relevant testing periods.
Guarantee Structure
As at the date of this Investor Presentation, the only Guaranteeing Group Member is Meridian. This means that Meridian is solely
responsible for its obligations in relation to the Green Bonds unless a subsidiary of Meridian becomes a Guaranteeing Group Member.
Negative Pledge
The Trust Deed contains a negative pledge. No Guaranteeing Group Member will create or permit to arise or subsist any Security
Interest over its assets except under certain limited exceptions set out in the Trust Deed.
No Event of Default in
relation to the Green
Finance Framework or
Green Bond Principles or
Climate Bonds
Standards
If:
1. Meridian fails to allocate the proceeds of the Green Bonds as described in the Indicative Terms Sheet and the Green Finance
Framework;
2. Meridian fails to ensure that the aggregate book value of its Green Assets (as contemplated in the Green Finance Framework) is at
least equal to the original principal amount of the respective green debt at the time of issuance (including the Green Bonds issued
under the Offer);
3. Meridian fails to comply with the Green Finance Framework in any other way;
4. the Green Bonds cease to satisfy the Green Bond Principles or the Climate Bonds Standard (including, without limitation, as a result
of an amendment to the Green Bond Principles or Climate Bonds Standards); or
5. Meridian fails to notify the Holders of the Green Bonds that the Green Bonds cease to comply with the Green Finance Framework,
the Green Bond Principles or Climate Bonds Standard,
then, although it is possible that the Green Bonds may lose their green classification:
• no Event of Default will occur under the Trust Deed in relation to the Green Bonds; and
• neither the Holders of the Green Bonds nor Meridian will have any right for the Green Bonds to be repaid early as a result of any
such event or circumstance.

26
Key Dates
MARCH 2024RETAIL BOND OFFER
Opening DateMonday, 11 March 2024
Closing Date11.00am NZDT, Thursday, 14 March 2024
Rate Set DateThursday, 14 March 2024
Issue Date and Allotment DateThursday, 21 March 2024
Expected Date of initial
quotation on NZX Debt Market
Friday, 22 March 2024
Interest Payment Dates
21 March and 21 September of each year up to and including the Maturity Date
The first Interest Payment Date will be 21 September 2024
Maturity DateThursday, 21 March 2030

27
Why Meridian?
MARCH 2024RETAIL BOND OFFER
Our priorities
A big priority for Meridian is to make
a material and positive impact to a net
zero future and in the shorter term,
take Aotearoa closer to achieving a
national target of 50% renewable energy
consumption by 2035. To deliver impact
on this we are focused on new renewable
energy generation, offering tangible
solutions to our customers to decarbonise
transport and process heat, and we are
advancing new market opportunities
through green hydrogen. Some of our
targets and current results are shared here
and we are excited to further increase our
impact and contribution to climate action
through these areas beyond here.
Decarbonise
Renewable energy generationCustomer decarbonisationNew markets
Building on our existing 100% renewable
energy generation base, our development and
construction teams are advancing the delivery
and advancement of buildable options
We are committed to providing tangible decarbonisation
options for our customers in a range of sectors.
Advancing the green hydrogen opportunity
as an electricity demand response option,
and support industry decarbonisation.
Transpor t elec trif ication
Meridian has a range of offers in place to support the
electrification of transport, such as though our commitment
to bring to market: 250 AC EV chargers – of which we have
currently installed 61 with further committed chargers on
track to complete in FY23, addressing Energy Efficiency and
Conservation Authority (EECA) shortlisted charging blackspots
across the South Island with government funding support,
and installing our first business charging installations to
support business fleet transition.
Green hydrogen
The Southern Green Hydrogen project
advances with a request for proposal process
near complete with two preferred developers
announced and selection of a lead developer
is planned for FY23.
Delivering Harapaki wind farm
Our commitment to bring to market 176MW of
capacity and 540GWh/annum of generation from
end FY24. Works on site commenced in August
2021 and the construction activity is on track.
Further buildable options
Our renewable development team are
advancing 2.3GW/5,400GWh of options –
of which 1.1GW are secured with a further
1.2GW under advanced prospecting. The
commitment includes investments in a
100MW/200MWh battery and a 75MW+
solar farm. Contributing to our target to
secure three buildable options by 2024.
Process heat electrification
Our process heat electrification offer helps our customers
get off coal. Progress towards our FY23 target of 600GWh of
delivered process heat electrification advanced, with 300GWh
of demand committed (representing 110kt CO2eq abatement).
Commercial scale solar
We proactively support our customers with commercial-
scale solar solutions where it makes sense for them, and have
a kilowatts peak (kWp) target in place to underpin installation
delivery. In addition to solutions already delivered, we have
commenced further build planning for other customer
commitments made.
Certified Renewable Energy
Meridian’s CRE 2.0 was launched in FY23. CRE enables
customers to match their electricity consumption with
renewable energy generation attributes, through the use of
Renewable Energy Certificates, and report their market-based
scope 2 emissions as zero. CRE 2.0 included the introduction of
a decarbonisation fund where all net proceeds from customer
use of RECs will be reinvested back into either community or
business decarbonisation projects. We have confirmed FY23
CRE targets relating to GWh and a commitment to reinvest
approximately $750,000 into products reducing emissions.
For more detail on a range of climate action initiatives Meridian has in place, and associated metrics and targets, please refer to our FY22 Climate-related disclosure.
H
2
quality,
scale assets
high free
cash flow
strong credit
rating
balance
sheet
headroom
strong
growth
outlook
deep
renewable
development
pipeline

28
Disclaimer
MARCH 2024RETAIL BOND OFFER
The information in this presentation was prepared by Meridian with due care and attention. However, the information is supplied in summary form and is
therefore not necessarily complete, and no representation is made as to the accuracy, completeness or reliability of the information. To the extent permitted by
law, none of Meridian, Craigs Investment Partners Limited and Westpac Banking Corporation (acting through its New Zealand Branch) (Joint Arrangers), ANZ
Bank New Zealand Limited and Forsyth Barr Limited (together with the Joint Arrangers, Joint Lead Managers), Trustees Executors Limited (Supervisor) nor any of
their respective directors, officers, employees, advisers, nor any other person, accept any responsibility or liability for this presentation or for any loss arising from
this presentation or its contents or otherwise arising in connection with the Offer.
This presentation may contain forward-looking statements and projections. These reflect Meridian’s current expectations, based on what it thinks are
reasonable assumptions. Meridian gives no warranty or representation as to its future financial performance or any future matter. Except as required by law or
NZX or ASX listing rules, Meridian is not obliged to update this presentation after its release, even if things change materially.
This presentation does not constitute financial advice or a recommendation from Meridian or any Joint Arranger, Joint Lead Manager, the 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 Meridian before deciding whether or not to invest in
the Green Bonds.
This presentation contains a number of non-GAAP financial measures, including EBITDAF and Underlying NPAT. Because they are not defined by GAAP or IFRS,
Meridian's calculation of these measures may differ from similarly titled measures presented by other companies and they should not be considered in isolation
from, or construed as an alternative to, other financial measures determined in accordance with GAAP. Although Meridian believes they provide useful
information in measuring the financial performance and condition of Meridian's business, readers are cautioned not to place undue reliance on these non-GAAP
financial measures.
The Green Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws and regulations in New Zealand. No Green Bonds
may be offered for sale or sold in any other country or jurisdiction except in conformity with all applicable laws and regulations of that country or jurisdiction. No
offering document or other offering material (including this presentation) in respect of the Green Bonds may be published, delivered or distributed in or from any
country or jurisdiction except under circumstances which will result in compliance with all applicable laws and regulations in that country or jurisdiction. No
action has been or will be taken by Meridian which would permit an offer of Green Bonds to the public, or possession or distribution of any offering material
(including this presentation), in any country or jurisdiction where action for that purpose is required (other than New Zealand).