Kiwi Property confirms Green Bond offer interest rate

Kiwi Property Group Limited (Kiwi Property) today announced that the issue size of its
5.5-year fixed-rate senior secured green bond (Green Bonds) offer has been set at
NZ$125 million, following a successful bookbuild process. This includes oversubscriptions
of NZ$25 million.

The interest rate for the Green Bonds has been set at 5.35% per annum. This is the sum of
the base rate plus a margin of 1.70% per annum.

There was no public pool for the offer, with all Green Bonds allocated to clients of the
Joint Lead Managers, NZX Participants and other approved financial intermediaries.

The Green Bonds will be issued on 19 December 2024 and will mature on 19 June 2030.

The Green Bonds are expected to be quoted on the NZX Debt Market under the ticker
code KPG070 on 20 December 2024.

A copy of the final terms sheet has been provided to the NZX with this announcement.

S&P Global Ratings
1
has confirmed the Green Bonds will be assigned an issue credit
rating of BBB+ upon issue.

Arranger, Green Bond Co-ordinator and Joint Lead Manager:
ANZ Bank New Zealand Limited
Phone: 0800 269 476

Joint Lead Managers:
Bank of New Zealand
Phone: 09 924 9602

Craigs Investment Partners Limited
Phone: 0800 272 442

Forsyth Barr Limited
Phone: 0800 367 227


ENDS

1
Further information about S&P Global Ratings’ credit rating scale is available at www.standardandpoors.com.
A rating is not a recommendation by any rating organisation to buy, sell or hold Kiwi Property securities. Kiwi
Property’s corporate credit rating is current as at the date of this announcement and (together with any rating
ascribed to the bonds) may be subject to suspension, revision or withdrawal at any time by S&P Global Ratings.

NZX RELEASE
5 December 2024

Kiwi Property confirms Green Bond offer interest
rate

2
For further information:
Fraser Gunn
Head of Corporate Finance and Investor Relations
fraser.gunn@kp.co.nz
+64 21 973 534

About us:
Kiwi Property (NZX: KPG) is one of the largest listed property companies on the New
Zealand Stock Exchange and is a member of the S&P/NZX 20 Index. We have been
around for over 30 years and proudly own and manage a significant real estate portfolio
comprising some of New Zealand’s best mixed-use, retail and office buildings. Our
objective is to provide investors with a reliable investment in New Zealand property
through the ownership and active management of a diversified, high-quality portfolio.
Kiwi Property is licensed under the Real Estate Agents Act 2008. To find out more, visit our
website, kp.co.nz

---

Kiwi PropertyFinal Terms Sheet1
Arranger, Green Bond
Co-ordinator and
Joint Lead Manager:
Joint Lead
Managers:
Final
Terms Sheet
Final Terms Sheet for an offer
of 5.5-year fixed-rate senior
secured green bonds by
Kiwi Property Group Limited
5 December 2024

Kiwi PropertyFinal Terms Sheet2
Final Terms Sheet dated
5 December 2024
This final terms sheet (Terms Sheet) sets out the key terms of the offer (Offer) by Kiwi Property Group Limited (Kiwi Property)
of NZ$125,000,000 of 5.5-year (maturing on 19 June 2030) fixed-rate senior secured green bonds (Green Bonds). The Green
Bonds will be issued under a master trust deed dated 30 June 2014 (as amended from time to time) (Master Trust Deed) and
supplemented by a supplemental trust deed dated 2 December 2024 entered into between Kiwi Property as issuer and Public
Trust as supervisor (Supervisor) (together, the Bond Trust Documents). Unless the context otherwise requires, capitalised
terms used in this Terms Sheet have the same meaning given to them in the Bond Trust Documents.
Important notice
The Offer by Kiwi Property 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 Green Bonds that have identical rights, privileges, limitations and conditions
(except for the interest rate and maturity date) as Kiwi Property’s $125 million fixed-rate senior secured green bonds maturing on
27 September 2029 (with a fixed interest rate of 6.24% per annum), which are currently quoted on the NZX Debt Market under the
ticker code KPG060 (the Existing Bonds).
The Green Bonds are of the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct
Regulations 2014 (FMC Regulations).
Kiwi Property 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/KPG/announcements.
The Existing Bonds are the only debt securities of Kiwi Property that are in the same class as the Green Bonds and are currently
quoted on the NZX Debt Market.
Investors should look to the market price of the Existing Bonds to find out how the market assesses the returns and risk premium
for those bonds.
The dates set out in this Terms Sheet are indicative only and are subject to change. Kiwi Property has the right in its absolute
discretion and without notice to close the Offer early, to extend the Closing Date (subject to the NZX Listing Rules), or to choose
not to proceed with the Offer. If the Closing Date is changed, subsequent dates may be changed accordingly.
Copies of the Bond Trust Documents will be made available by Kiwi Property for inspection during usual business hours at Kiwi
Property’s registered office listed on the final page of this Terms Sheet (or such office as Kiwi Property may notify the holders of
the Green Bonds (Holders) from time to time).
Investors should seek qualified, independent financial and taxation advice before deciding to invest.
For further information regarding Kiwi Property, visit www.nzx.com/companies/KPG.
IssuerKiwi Property Group Limited.
GroupKiwi Property and each of its subsidiaries.
DescriptionFixed-rate senior secured green bonds of Kiwi Property.
Issue amountNZ$125,000,000.
Issue Price and Principal
Amount
NZ$1.00 per Green Bond.
Term and Maturity Date5.5 years, maturing on 19 June 2030.
Opening Date Monday, 2 December 2024.
Closing Date11.00am, Thursday, 5 December 2024.
Rate Set DateThursday, 5 December 2024.
Issue DateThursday, 19 December 2024.

Kiwi PropertyFinal Terms Sheet3
Credit ratingsIssue Credit RatingKiwi Property Credit
Rating
S&P Global Ratings Australia Pty
Limited (S&P)
BBB+BBB (negative outlook)
S&P has assigned a BBB+ issue credit rating to the Green Bonds. S&P has also assigned a BBB
(negative outlook) long-term credit rating for Kiwi Property.
A rating is not a recommendation by any rating organisation to buy, sell or hold Green Bonds.
The above ratings are current as at the date of this Terms Sheet and may be subject to
suspension, revision or withdrawal at any time.
Sustainable Debt Framework,
use of proceeds and Green
Bond Principles
In accordance with Kiwi Property’s Sustainable Debt Framework dated May 2023 (as amended
from time to time) (the Sustainable Debt Framework), Kiwi Property intends to notionally
allocate an amount equal to the proceeds of the Offer to finance or refinance its direct and
indirect investments in low carbon and energy efficient buildings that meet the eligibility
criteria set out in the Sustainable Debt Framework (being Eligible Projects). Consistent with
this, Kiwi Property will apply the net proceeds of the Offer towards refinancing Kiwi Property’s
existing green bonds maturing on 19 December 2024, which are currently quoted on the NZX
Debt Market under the ticker code KPG030.
In accordance with the Sustainable Debt Framework, Kiwi Property intends to:
• ensure that the aggregate value of the pool of Eligible Projects is at least equal to the
aggregate amount of all of its outstanding green bonds (including the Green Bonds) and
green loans; and
• maintain a register that (among other things) outlines the current value of the Eligible
Projects and the allocation of proceeds (including an amount equal to the proceeds of the
Green Bonds).
As at the date of this Terms Sheet, in accordance with the Sustainable Debt Framework, Kiwi
Property has processes in place to identify and evaluate its Eligible Projects and manage the
use of proceeds of the Green Bonds in accordance with the Green Bond Principles (the Green
Bond Principles) as published by the International Capital Market Association.
Kiwi Property intends to seek assurance from a limited assurance provider on an annual basis
in relation to its green debt (including the Green Bonds).
The Sustainable Debt Framework does not form part of the contractual terms of the Green
Bonds. If Kiwi Property fails to comply with the Sustainable Debt Framework or the relevant
market standards described in the Sustainable Debt Framework (including the Green Bond
Principles) or if the Green Bonds cease to satisfy the Green Bond Principles:
• this does not constitute an Event of Default or any other breach in relation to the Green
Bonds;
• there is no requirement on Kiwi Property to repay the Green Bonds early; and
• the Green Bonds may cease to be labelled as “green”.
This means there is no legal obligation for Kiwi Property to comply with the Sustainable Debt
Framework or the relevant market standards described in the Sustainable Debt Framework
(including the Green Bond Principles) on an ongoing basis.
A copy of the Sustainable Debt Framework (and the most recent use of proceeds report and
assurance statement) is available on Kiwi Property’s website at https://www.kiwiproperty.com/
investors/sustainable-debt-framework/.
Interest RateThe Green Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate is 5.35 per cent per annum.
The Interest Rate for the Green Bonds has been set at the higher of:
• the minimum Interest Rate of 5.35 percent per annum (as announced by Kiwi Property via
NZX on 2 December 2024); and
• the sum of the Base Rate and the Margin (each as calculated on the Rate Set Date following
a bookbuild process (Bookbuild)).
The Base Rate on the Rate Set Date was 3.65 per cent per annum and the Margin was
determined by Kiwi Property in consultation with the Joint Lead Managers as 1.70 per cent per
annum. Accordingly, the sum of the Base Rate and the Margin applies to the Green Bonds.
Base RateThe semi-annual mid-market rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with Kiwi
Property, according to market convention, with reference to Bloomberg page ‘ICNZ4’ (or any
successor page) on the Rate Set Date (rounded to 2 decimal places if necessary, with 0.005
being rounded up).
Interest paymentsSemi-annually in arrear in equal payments.

Kiwi PropertyFinal Terms Sheet4
Interest Payment DatesInterest is payable on each semi-annual Interest Payment Date, being 19 June and 19 December
in each year during the term of the Green Bonds, starting on 19 June 2025 and until and
including the Maturity Date.
If an Interest Payment Date is not a Business Day, Kiwi Property will make payment on the next
Business Day, but no adjustment will be made to the amount of the interest payable.
Entitlement to paymentsPayments of interest on the Green Bonds will be made to the persons who are the Holders as at
5pm (New Zealand time) on the 10th calendar day before the relevant Interest Payment Date.
Payments of any other amount will be made to the persons who are the Holders as at 5pm
(New Zealand time) on the day determined by Kiwi Property and notified to NZX.
If such a day is not a Business Day, payments will be made to the persons who are the Holders
as at 5pm (New Zealand time) on the immediately preceding Business Day.
GuarantorsCertain of Kiwi Property’s wholly-owned subsidiaries guarantee the obligations of Kiwi Property
in relation to the Green Bonds pursuant to a global security deed dated 5 November 1998 (as
amended from time to time) (GSD).
At the date of this Terms Sheet, the guaranteeing subsidiaries are Kiwi Property Holdings
Limited, Kiwi Property Holdings No. 2 Limited, Kiwi Property Holdings No. 3 Limited, Kiwi
Property Holdings No. 4 Limited, Kiwi Property Holdings No. 5 Limited, Kiwi Property Holdings
No. 7 Limited, Sylvia Park Business Centre Limited, Kiwi Property Te Awa Limited and Kiwi
Property Centre Place Limited (together with Kiwi Property, the Guarantors).
The total assets held by the Guarantors must equal or exceed 90% of the total assets of the
consolidated Group.
GuaranteeEach Guarantor guarantees the due and punctual payment of all amounts payable by Kiwi
Property in respect of the Green Bonds on a joint and several basis. There are no limits on the
obligations of the Guarantors in respect of the amounts owing under the guarantee.
SecurityEach Guarantor (including Kiwi Property) has granted security over all of its assets under the
GSD in favour of New Zealand Permanent Trustees Limited acting as security trustee (Security
Tr u stee). The security granted under the GSD includes a security interest over all personal
property and a charge over all real property, and secures all amounts owing to the Group’s
senior secured creditors (including Holders of the Green Bonds, holders of Kiwi Property’s
other senior secured bonds and the Group’s bank facility lenders and hedging providers).
Under the Group’s bank facility documentation, subject to certain limited exceptions, each
Guarantor undertakes in favour of the Group’s bank facility lenders to grant a registered
mortgage over any real property it owns (being land and the buildings and other fixtures on
that land) in favour of the Security Trustee.
While the registered mortgages secure all amounts owing to the Group’s senior secured
creditors (including Holders of the Green Bonds), the undertaking in the Group’s bank facility
documentation to grant registered mortgages is given for the benefit of the Group’s bank
facility lenders only. This undertaking may be amended or waived by the Group’s bank facility
lenders at any time without the consent of the Holders of the Green Bonds, or expire if the
Group’s bank facility documentation terminates before the Maturity Date.
RankingIn an insolvency of Kiwi Property or a Guarantor, the claims of the senior secured creditors
(including Holders of the Green Bonds) will, by virtue of the security granted in favour of the
Security Trustee, rank ahead of all unsecured creditors of Kiwi Property or the relevant
Guarantor other than certain creditors preferred by law (for example, certain amounts payable
to the Inland Revenue).
Gearing ratioUnder the Master Trust Deed, Kiwi Property undertakes to ensure that, for so long as the Green
Bonds are outstanding, finance debt of the Group does not exceed 50% of the total tangible
assets of the Group.
Further indebtedness and
other covenants
The Group can create further liabilities (including by issuing new secured bonds and by
incurring additional bank debt) without the consent of Holders. However, there are covenants
in the Master Trust Deed and other documents that have the effect of restricting the Group’s
ability to create further liabilities that rank equally with or in priority to the Green Bonds.
No early repaymentKiwi Property must repay all of the Green Bonds on the Maturity Date. Kiwi Property has no
right to repay your Green Bonds before the Maturity Date. Similarly, you have no right to require
that your Green Bonds be repaid before the Maturity Date unless an Event of Default has
occurred.
Business DaysA day (other than a Saturday or Sunday) on which registered banks are generally open for
business in Wellington and Auckland.
Minimum application amountNZ$5,000 with multiples of NZ$1,000 thereafter.

Kiwi PropertyFinal Terms Sheet5
Tra nsfersYou may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate Principal
Amount and after any transfer you and the transferee must each hold Green Bonds with an
aggregate Principal Amount of at least NZ$5,000 (or no Green Bonds).
ISINNZKPGD0070L1.
NZX Debt Market QuotationIt is a term of the Offer that Kiwi Property will take any necessary steps to ensure that the Green
Bonds are, immediately after being issued, 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 CodeKPG070.
Expected Date of Initial
Quotation and Trading on
NZX Debt Market
Friday, 20 December 2024.
Who may apply for Green
Bonds
There is no public pool for the Green Bonds. All of the Green Bonds (including any
oversubscriptions) will be reserved for subscription by clients of the Joint Lead Managers,
Primary Market Participants and other approved financial intermediaries invited to participate
in the Bookbuild.
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.
Each investor’s broker or financial adviser will be able to advise them as to what arrangements
will need to be put in place for the investor to trade the Green Bonds including obtaining a
common shareholder number (CSN), an authorisation code (FIN) and opening an account with
a Primary Market Participant, as well as the costs and timeframes for putting such
arrangements in place.
SupervisorPublic Trust.
Security TrusteeNew Zealand Permanent Trustees Limited.
RegistrarMUFG Pension & Market Services (NZ) Limited.
Arranger and Green Bond
Co-ordinator
ANZ Bank New Zealand Limited.
Joint Lead ManagersANZ Bank New Zealand Limited, Bank of New Zealand, Craigs Investment Partners Limited and
Forsyth Barr Limited.
Governing lawNew Zealand.
Singapore Securities and
Futures Act Product
Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the
Securities and Futures Act 2001 (Singapore), as modified or amended from time to time (SFA),
Kiwi Property has determined, and hereby notifies all relevant persons (as defined in Section
309A of the SFA) that the Green Bonds are “prescribed capital markets products” (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018 (Singapore)).

Kiwi PropertyFinal Terms Sheet6
Selling restrictionsKiwi Property has not taken and will not take any action which would permit a public offering
of Green Bonds, or possession or distribution of any offering material in respect of the Green
Bonds, in any country or jurisdiction where action for that purpose is required (other than
New Zealand).
Part A - Initial selling restrictions
If sold in New Zealand, 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 the Green
Bonds by Kiwi Property 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 applicable selling restrictions set out in this
section headed “Part A - Initial selling restrictions”. This Terms Sheet and any offering material
or any documents prepared in connection with the Green Bonds 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 applicable selling restrictions set out in this section headed “Part A - Initial
selling restrictions”. For the avoidance of doubt, the selling restrictions set out in this section
headed “Part A - Initial selling restrictions” apply only in respect of the Initial Offer.
United States of America
The Green Bonds have not been and will not be registered under the Securities Act of 1933, as
amended (Securities Act) and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
(Regulation S)). No person may engage in any directed selling efforts (as defined in Regulation
S) in relation to the Green Bonds, and persons must comply with the offering restrictions in
Regulation S.
The Green Bonds will not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (i) as part of their distribution at any time, or (ii) otherwise until 40 days
after the completion of the distribution of all Green Bonds, as determined and certified by the
Joint Lead Managers. Any Green Bonds sold to any distributor, dealer or person receiving a
selling concession, fee or other remuneration during the distribution compliance period require
a confirmation or notice to the purchaser at or prior to the confirmation of the sale to
substantially the following effect:
“The Green Bonds covered hereby have not been registered under the United States Securities
Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be offered or sold within the United
States, or to or for the account or benefit of, U.S. persons (i) as part of their distribution at any
time or (ii) otherwise until 40 days after the later of the commencement of the offering of the
Green Bonds and the closing date. Terms used above have the meaning given to them by
Regulation S.”
Member States of the European Economic Area
In relation to each Member State of the European Economic Area, no Green Bonds have been
offered and no Green Bonds will be offered that are the subject of the offering contemplated
by this Terms Sheet in relation thereto to the public in that Member State except that an offer
of Green Bonds to the public in the Member State may be made:
(a) to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
EU Prospectus Regulation) subject to obtaining the prior consent of the relevant Joint Lead
Manager and/or Joint Lead Managers nominated by Kiwi Property for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,
provided that no such offer of the Green Bonds shall require Kiwi Property or any Joint Lead
Managers to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression an “offer of the Green Bonds to the public”
in relation to any Green Bonds in any Member State means 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
and the expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129.

Kiwi PropertyFinal Terms Sheet7
Selling restrictions
(continued)
United Kingdom
No Green Bonds have been offered and no Green Bonds will be offered that are the subject of
the offering contemplated by this Terms Sheet in relation thereto to the public in the United
Kingdom except that an offer of Green Bonds to the public in the United Kingdom may be made:
(a) to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus
Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in
Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the
prior consent of the relevant Joint Lead Manager and/or Joint Lead Managers nominated
by Kiwi Property for any such offer; or
(c) in any other circumstances falling within section 86 of the Financial Services and Markets
Act 2000 (FSMA),
provided that no such offer of the Green Bonds shall require Kiwi Property or any Joint Lead
Manager to publish a prospectus pursuant to section 85 of the FSMA or supplement a
prospectus pursuant to Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression an “offer of the Green Bonds to the public”
in relation to any Green Bonds means 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 and the expression
“UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018.
Other regulatory restrictions
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 Kiwi Property.
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 must be complied with.
Japan
The Green Bonds have not been and will not be registered in Japan pursuant to Article 4,
Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as
amended, the FIEA) in reliance upon the exemption from the registration requirements since
the offering constitutes the small number private placement as provided for in “ha” of Article 2,
Paragraph 3, Item 2 of the FIEA. A Japanese Person who transfers the Green Bonds shall not
transfer or resell the Green Bonds in Japan or to a Japanese person except where the
transferor transfers or resells all the Green Bonds en bloc to one transferee. For the purposes
of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any
corporation or other entity organised under the laws of Japan. No more than 49 offerees in
aggregate may be offered Green Bonds in Japan.
Singapore
This Terms Sheet has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, no Green Bonds may be offered or sold or be made the subject of an
invitation for subscription or purchase, and none of 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 may be circulated or distributed, whether directly or indirectly, to any person in
Singapore other than:
(a) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001
of Singapore (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.
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 (the 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 C(WU M P)O) or which do not constitute an offer to the public within the
meaning of the C(WUMP)O.
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.

Kiwi PropertyFinal Terms Sheet8
Selling restrictions
(continued)
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,
or registered by, the Australian Securities and Investments Commission (ASIC) or any other
regulatory authority in Australia. 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, this Terms Sheet, any 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 Chapter 7 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 (including,
without limitation, the licensing requirements set out in Chapter 7 of the Corporations
Act); and
(iv) such action does not require any document to be lodged with ASIC or any other
regulatory authority in Australia.
By applying for the Green Bonds under the Offer, each person to whom the Green Bonds are
issued (an Investor):
(a) will be deemed by Kiwi Property and each Joint Lead Manager to have acknowledged that
if the Investor on-sells the Green Bonds within 12 months from their issue, the Investor
will be required to lodge a prospectus or other disclosure document (as defined in the
Corporations Act) with ASIC unless either:
(i) that sale is to an investor within one of the categories set out in sections 708(8) or
708(11) of the Corporations Act to whom it is lawful to offer the Green Bonds in Australia
without a prospectus or other disclosure document lodged with ASIC; or
(ii) the sale offer is received outside Australia; and
(b) will be deemed by Kiwi Property and each Joint Lead Manager to have undertaken not to
sell those Green Bonds in any circumstances other than those described in paragraphs (a)
(i) and (a)(ii) above for 12 months after the date of issue of the Green Bonds.
This Terms Sheet is not, and under no circumstances is to be construed as, an advertisement
or public offering of any Green Bonds in Australia.
Part B - General selling restrictions
The Green Bonds may only be offered for sale or sold in compliance with all applicable laws
and regulations in any country or jurisdiction in which they are offered, sold or delivered. This
Terms Sheet and any offering material or any documents prepared in connection with the
Green Bonds may only be published, delivered or distributed in or from any country or
jurisdiction under circumstances which will result in compliance with all applicable laws and
regulations in that country or jurisdiction.
By subscribing for Green Bonds, you agree to comply with the above selling restrictions and to
indemnify Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-ordinator, the Joint
Lead Managers and their respective directors, officers, employees and agents for any loss,
cost, liability or expense sustained or incurred as a result of you breaching the above selling
restrictions.

Kiwi PropertyFinal Terms Sheet9
Directory
Issuer
Kiwi Property Group Limited
Level 7, Vero Centre
48 Shortland Street
AUCKLAND 1010
Telephone: +64 9 359 4000
Email: info@kp.co.nz
Supervisor
Public Trust
SAP Tower
Level 16
151 Queen Street
AUCKLAND 1010
Telephone: 0800 371 471
Arranger and Green Bond Co-ordinator
ANZ Bank New Zealand Limited
Level 26, ANZ Centre
23 – 29 Albert Street
AUCKLAND 1010
Toll Free: 0800 269 476
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 26, ANZ Centre
23 – 29 Albert Street
AUCKLAND 1010
Toll Free: 0800 269 476
Bank of New Zealand
Level 4, 80 Queen Street
AUCKLAND 1010
Toll Free: 0800 284 017
Registrar
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street West
AUCKLAND 1010
Toll Free: 0800 377 388
Telephone: +64 9 375 5998
Email: enquiries@linkmarketservices.co.nz
Security Trustee
New Zealand Permanent Trustees Limited
SAP Tower
Level 16
151 Queen Street
AUCKLAND 1010
Telephone: 0800 371 471
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
AUCKLAND 1010
Toll Free: 0800 272 442
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
AUCKLAND 1010
Toll Free: 0800 367 227