Meridian Energy – final terms sheet for Green Bond offer

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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)
Meridian Energy - final terms sheet for Green Bond offer
14 March 2024
Further to Meridian Energy Limited’s (
Meridian
) announcement earlier today, the final terms sheet
relating to its offer of 6 year unsecured, unsubordinated, fixed rate green bonds (
Green Bonds
) has
been provided to the NZX with this announcement and is available at
www.meridianenergy.co.nz/about-us/investors/reports/retail-bond-documents.
For further details investors can contact one of the Joint Lead Managers (listed below) or their usual
financial adviser.
Joint Lead Managers:
ANZ Bank New Zealand Limited: 0800 269 476
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

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

---

14 March 2024





Joint Lead Managers





Final
Terms Sheet
Fixed Rate
Green Bonds
Maturing 21 March 2030

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

Final Terms Sheet
14 March 2024
This terms sheet (“Terms Sheet”) sets out the key terms of the offer (“Offer”) by Meridian Energy
Limited (“Meridian”) of $300,000,000 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 Terms Sheet have the same meaning given to them in the
Trust Documents.
Important notice
The Offer of debt securities by Meridian is made in reliance upon the exclusion in clause 19 of
schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).
The Offer contained in this Terms Sheet is an offer of bonds that have identical rights, privileges,
limitations and conditions (except for the interest rate and maturity date) as:
• Meridian’s green bonds maturing on 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. 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 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 Terms Sheet and may be subject to suspension, revision or withdrawal
at any time by S&P Global Ratings.

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

Issue amount $300,000,000.
Interest Rate 5.40% per annum, being the sum of the Issue Margin and the Base Rate.
Issue Margin 1.05% per annum.
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.
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 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.

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

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 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 Programmme.

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.

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

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

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

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

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 Terms Sheet have been duly complied
with.
However, NZX accepts no responsibility for any statement in this Terms Sheet.
NZX is a licensed market operator and the NZX Debt Market is a licensed
market under the FMCA.
NZX Debt
Market Ticker
Code
MEL070.
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 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. Terms Sheet Fixed Rate Green Bonds. 8

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

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

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. Terms Sheet Fixed Rate Green Bonds. 10

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 Terms Sheet;
b. do not make any representation, recommendation or warranty, express or implied regarding the
origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in,
any information, statement or opinion contained in this Terms Sheet; and
c. to the extent permitted by law, do not accept any responsibility or liability for this Terms Sheet or for
any loss arising from this Terms Sheet or its contents or otherwise arising in connection with the Offer
of Green Bonds.
This Terms Sheet does not constitute financial advice or a recommendation from any Joint Arranger, the Green
Bond Co-ordinator, the Supervisor, or any Joint Lead Manager or any of their respective directors, officers,
employees, agents or advisers to purchase any Green Bonds.
You must make your own independent investigation and assessment of the financial condition and affairs of
Meridian before deciding whether or not to invest in the Green Bonds.

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

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

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

Schedule – selling restrictions
Part A – initial selling restrictions

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

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

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

United States

This 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 Terms Sheet is not a prospectus for the purposes of
the European Union’s Regulation (EU) 2017/1129 (as
amended, the “EU Prospectus Regulation”). This Terms
Sheet has been prepared on the basis that any offer of
Green Bonds in any Member State of the European
Economic Area (the “EEA”) will only be made to a legal
entity which is a qualified investor under the EU
Prospectus Regulation (an “EU Qualified Investor”).
Accordingly, any person making or intending to make
an offer in that Member State of the EEA of Green
Bonds which are the subject of an offering
contemplated in this Terms Sheet may only do so with
respect to EU Qualified Investors. 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 Terms Sheet to any retail investor
in the EEA. For the purposes of this provision:

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

(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 Terms Sheet is not a prospectus for the purposes of
the UK Prospectus Regulation (as defined below). This
Terms Sheet has been prepared on the basis that any
offer of Green Bonds in the United Kingdom will only be
made to a legal entity which is a qualified investor
under the UK Prospectus Regulation (a “UK Qualified
Investor”). Accordingly, any person making or intending
to make an offer in the United Kingdom of Green Bonds
which are the subject of an offering contemplated in
this Terms Sheet may only do so with respect to UK
Qualified Investors. 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 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 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
FIEA and (ii) in compliance with any other applicable

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

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 Terms Sheet has not been registered as a
prospectus with the Monetary Authority of Singapore.
Accordingly, this Terms Sheet and any other document
or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Green
Bonds may not be circulated or distributed, nor may the
Green Bonds be offered or sold, or be made the subject
of an invitation for subscription or purchase, whether
directly or indirectly, to any person in Singapore other
than (a) to an institutional investor (as defined in
Section 4A of the SFA) pursuant to Section 274 of the
SFA 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 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
investors in accordance with Part 6D.2 or Part 7.9 of the
Corporations Act;

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

(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.