Corporate Governance Presentation

Release






Meridian Energy Limited (ARBN 151 800 396) A company incorporated in New Zealand
Level 2, 98 Customhouse Quay, Wellington 6011

meridianenergy.co.nz
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Corporate Governance Presentation
21 October 2024
Attached is a Meridian Energy Limited corporate governance presentation the company’s
directors are making this week.

ENDS
Neal Barclay
Chief Executive
Meridian Energy Limited

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

2024
Governance
Roadshow
MERIDIAN ENERGY LIMITED21 October 2024

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MERIDIAN ENERGY21 October 2024
Meridian Board
Graham Cockroft
2 years
2025 re-election
Nagaja Sanatkumar
S&S
1
and Cyber
2

Committees Chair
4 years
2025 re-election
Tania Simpson
PRC
4
Committee Chair
3 years
Julia Hoare
A&R
3
Committee Chair
5 years
2025 re-election
David Carter
1 year
Michelle Henderson
5 years
2025 re-election
Mark Verbiest
Board Chair
7 years
1
Safety and Sustainability Committee
2
Cyber Security Committee
3
Audit and Risk Committee
4
People, Remuneration and Culture Committee

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MERIDIAN ENERGY21 October 2024
Director skills matrix
Skills and experience
Mark VerbiestJulia Hoare
Michelle
Henderson
Nagaja
Sanatkumar
Taina Simpson
Graham
Cockroft
David Carter
Broad commercial expertise across different industries
Capital markets, corporate finance, transactional and investment community engagement
experience
Digitisation and technology, including AI, automation, disruption and innovation
Energy industry knowledge and expertise, including generation, renewables and wholesale energy
markets
Engineering, construction, physical infrastructure experience and expertise
Executive leadership experience
Finance/accounting/audit committee experience
Future of customer, insights, data, marketing and brand expertise
Governance of listed companies
Government, regulation and community, including effective and collaborative relationships with
government and local community stakeholders
Information Technology and Security, including cyber security expertise
Iwi relationships and connections
Risk management process and experience
Sustainability including climate risk and opportunity management (environmental) and people
practices and human rights (social) experience

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MERIDIAN ENERGY21 October 2024
Total annual director fee pool of $1,199,000 was approved at the 2021 Annual Shareholder Meeting.
In FY24 the Board sought and considered independent advice from Propero Consulting, who recommended increasing the
total director fee pool by 8.7% on average, to align with the median of the comparator group.
Meridian’s Board has decided instead to keep the overall fee pool at the 2021 level but to re-allocate it by increasing fees paid
for individual Director and Committee roles (below), effective from 1 July 2024.
Director fees
Prior to 1 July 2024From 1 July 2024
RoleFee allocatedNo. of RolesSub-totalFee allocatedNo. of RolesSub-total
Board Chair$212,0001$212,000$250,0001$250,000
Board Director$116,7506$700,500$116,7506$700,500
Audit and Risk Committee Chair$25,0001$25,000$32,6001$32,600
Audit and Risk Committee Member$10,5002$21,000$16,3002$32,600
People, Remuneration and Culture Committee Chair$21,0001$21,000$27,0001$27,000
People, Remuneration and Culture Committee Members$9,5002$19,000$12,0002$24,000
Safety and Sustainability Committee Chair$21,0001$21,000$27,0001$27,000
Safety and Sustainability Committee Member$9,5003$28,500$12,0003$36,000
Cyber Security Committee Chair–––$13,5001$13,500
Cyber Security Committee Members–––$6,0002$12,000
Unallocated Pool$151,000$43,800
Total$1,199,000$1,199,000

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MERIDIAN ENERGY21 October 2024
Targets
The Board has a minimum of 30% of its directors
being persons who self identify as male and 30% of its
directors being persons who self identify as female.
The Board has at least one director with a detailed
understanding of tikanga Māori and iwi relationships,
with particular reference to the significance of the
Ngāi Tahu relationship with Meridian.
Current composition
Board diversity
Meridian’s completed Harapaki Wind Farm in Hawke’s Bay
Meridian’s Manapōuri hydro station in the F iordland National Park
As at 30 June 2024
FemaleMaleGender diverse
Number of Directors43-
Percentage of Directors57%43%-
Number of Officers47-
Percentage of Officers36%64%-

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MERIDIAN ENERGY21 October 2024
0
1,000
2,000
3,000
4,000
5,000
JanFebMarAprMayJunJulAugSepOctNovDec
GWh
National hydro storage (14 October 2024)
range (2000-2023)average (2000-2023)2024
0
50
100
150
200
250
300
20002003200620092012201520182021202420272030203320362039
PJ
Calendar Year
New Zealand gas production
actu alforecas t
Successive years of declining gas
production and reserves estimates.
Dry and calm conditions saw hydro storage
fall to record winter lows.
Meridian experienced record low May to
August inflows.
National hydro storage has now returned
to above average.
New Zealand’s energy sector
Source: Ministry of Business, Innovation and Employment, Hīkina Whakatutuki
Source: NZX
$800/MWh wholesale prices$1/MWh wholesale prices

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MERIDIAN ENERGY21 October 2024
30,000
35,000
40,000
45,000
50,000
55,000
60,000
65,000
70,000
75,000
19972001200520092013201720212025202920332037204120452049
GWh
Financial year ended 30 June
Annual NZ Demand for Generation
By 2050 New Zealand will require around
$30 billion of investment in new
renewable generation.
Consenting under the current Resource
Management Act has become inefficient.
Fast-Track Approvals Bill can deliver a
more efficient process and ensure
adequate environmental and community
safeguards.
Policy and regulation
Source: Meridian
high
low

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MERIDIAN ENERGY21 October 2024

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MERIDIAN ENERGY21 October 2024

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MERIDIAN ENERGY21 October 2024
Meridian operates an active programme to ensure
ongoing risk management.
The Risk Management Framework, Policy and
Guidelines have been developed to meet ISO
31000 Risk Management – Guidelines.
Four risk categories:
People – including impacts to staff, contractors,
suppliers, customers and the public (including
communities, iwi and mana whenua).
Financial – increased costs, loss of revenue and
reduction in value.
Environmental – impacts on the environment’s current
baseline.
Reputational – events that cause the deterioration of
Meridian’s reputation.
Risk management
Material RiskClimate Related Disclosure Link
Adverse Hydrological conditions
Physical Risk 1: Changing seasonal weather
patterns increases hydro inflow volatility.
Cyber Security
Access to water
Legislative and Regulatory Risk
Demand Risk
Transition Opportunity 1: Electrification of
transport and process heat, and virtual power
plants.
Peak capacity
Transition Risk 1: Transitioning to fully renewable
generation sources and increasing demand
reduces flexibility in the power system.
Market supply
Transition Risk 4: Inadequate market supply due
to insufficient physical firming plant.
Development pipeline
Critical Equipment or technology failure
Health and safety
Catastrophic event
Physical Risk 1: More intense, extreme rainfall
events impact hydro catchment flood risk, and
Physical Risk 3: Increased severe weather events
could damage assets and infrastructure.

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MERIDIAN ENERGY21 October 2024
Meridian Executive
Lisa Hannifin
Chief Customer
Officer
Neal Barclay
Chief Executive
Guy Waipara
General
Manager
Development
Tania Palmer
General Manager
Generation
Claire Shaw
General Manager
Corporate Affairs
and Sustainability
Chris Ewers
General Manager
Wholesale
Mike Roan
Chief Financial
Officer
Jason Woolley
General Counsel and
Company Secretary
Jason Stein
Chief People Officer
Bharat Ratanpal
Chief Information
Officer

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MERIDIAN ENERGY21 October 2024
Employee remuneration
Fixed remunerationVariable pay
Short-term incentive (STI)Long-term incentive (LTI)
Base salary and matched KiwiSaver contributions of up to
4%.
Benchmarked to independent market remuneration data.
As a minimum, Living Wage paid for all permanent and
fixed-term employees.
The People, Remuneration and Culture Committee reviews
and approves proposed remuneration packages for the
Executive Team.
Remuneration for other employees is determined by
managers in accordance with the Remuneration Policy and
framework. Is subject to one-up approval.
Salaries are reviewed annually, with the budget and
parameters for the company’s annual remuneration review
approved by the Board.
Market Information from independent remuneration
providers inform these remuneration decisions.
Base salary and matched KiwiSaver contributions of up to
4%.
In FY24 the Chief Executive had an STI opportunity of 50%
of base salary.
For other Executives, the STI opportunity was 30%.
For other employees, the STI opportunity was 10–25%.
Potential STI payments are wholly discretionary and reflect
the achievement of pre-determined Board-approved
company profit levels, individual achievements of
performance objectives aligned to business strategy and
goals.
Employee behaviour compliant with the Meridian Code of
Conduct is a requirement.
If criteria are met, payment is made in cash after the end of
the qualifying company year.
Payment is not made in shares and is not deferred for a
subsequent period.
The LTI opportunity is 40% of base salary for the Chief
Executive, 30% of salary for the Executive Team and 15% of
salary for eligible Tier 3 leaders.
Vesting of the LTI plan is contingent on meeting absolute
and relative Total Shareholder Return (TSR) performance
hurdles at the conclusion of a three-year period.
The company issues rights to acquire ordinary shares in the
company (Performance Share Rights) to eligible
participants who accept the offer to participate in the LTI
plan.
Each Performance Share Right entitles the holder to one
ordinary share in the company and an additional number of
shares equal to the value of gross cash dividends per share.

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MERIDIAN ENERGY21 October 2024
Chief Executive remuneration

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Chief Executive remuneration

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MERIDIAN ENERGY21 October 2024
Chief Executive remuneration - STI

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MERIDIAN ENERGY21 October 2024
Chief Executive remuneration - LTI

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MERIDIAN ENERGY21 October 2024
The information in this presentation was prepared by Meridian Energy 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. In
addition, neither the company nor any of its directors, employees,
shareholders nor any other person shall have liability whatsoever to any
person for any loss (including, without limitation, arising from any fault or
negligence) arising from this presentation or any information supplied in
connection with it.
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. Further, this
presentation is not and should not be construed as an offer to sell or a
solicitation of an offer to buy Meridian Energy securities and may not be
relied upon in connection with any purchase of Meridian Energy securities.
This presentation contains a number of non-GAAP financial measures,
including Energy Margin, EBITDAF, Underlying NPAT and gearing. 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 information contained in this presentation should be considered in
conjunction with the company’s financial statements, which are included in
Meridian’s integrated report for the year ended 30 June 2024 and is available
at:
www.meridianenergy.co.nz/investors
All currency amounts are in New Zealand dollars unless stated otherwise.
Disclaimer