Vector announces full year results

creating a new energy future



Vector announces full year results and continued reliability
and resilience investment
 Revenue from continuing operations, excluding contributions, is up 9% to
$893.5 million.
 Group adjusted EBITDA
1
for continuing operations $401.1 million, up 16%.
 Group net profit after tax for continuing operations $154.7 million, inclusive of a
$37 million impairment of the gas distribution network.
 Final dividend 13 cents per share
2
.
 Group capital expenditure for continuing operations $470.1 million, down 6%.
 Deployment of GridAware to optimise asset inspections, the first tool to be
deployed from our partnership with X (Google’s innovation lab) and Tapestry,
its energy moonshot.
 55% carbon emissions reduction achieved against a goal of 53.5%. This was
set in 2020, to reach by FY2030
3
.
Vector Group (NZX: VCT) today announced solid financial results, and continued investment
into the reliability and resilience of the electricity network.
Vector Group Chief Executive Simon Mackenzie said, “The year’s financial result sees
adjusted earnings for the group before interest, tax, depreciation and amortisation (adjusted
EBITDA
1
), for continuing operations, up 16% to $401.1 million. Total capital expenditure for

1
EBITDA and Adjusted EBITDA are non-GAAP measures which the directors and
management believe provide useful information as they are used internally to evaluate
performance of business units, to establish operational goals and to allocate resources.
Adjusted EBITDA excludes the capital contributions customers pay for new connections
on the network. See the financial statements for further details or click on this link to see
Vector’s policy.
2
The dividend will be paid to shareholders who are on the register at 5 September, with
payment made on 17 September.
3
The target set in FY2020 was to reduce scope 1 and 2 emissions (excluding electricity
distribution losses) by 53.5% by FY2030 from an FY2020 baseline. The emissions
reduction target does not rely on any offsets.
market release
25 August 2025

creating a new energy future


continuing operations was $470.1 million, down $29.1 million, reflecting a number of factors
including the timing of large projects. Group net profit after tax was $154.7 million, inclusive
of a $37 million impairment of our gas distribution business, following forecasts in our gas
asset management plan that show total connections starting to decline from FY26, as a
result of significant market uncertainty, scarcity of gas and rising costs. Following the
impairment the carrying value of the gas distribution business is consistent with the
estimated value of the regulated asset base”.

The board has determined an unimputed final dividend of 13 cents per share, taking the full
year dividend to 25 cents per share. This represents an 85% payout of free cash flow, in the
mid-point of the 70-100% range as stated in our policy. Shareholders should not interpret this
year’s payout as being an indication that future dividends will be in the midpoint of the range.

“Our business portfolio has continued to evolve. The completion of the sales of Natural Gas
Trading, Vector Ongas and our shareholding in Liquigas, are examples of successful
transactions that align with the risk and future operating environment of each business. The
completed transactions enable us to concentrate on the core strengths and demands of our
regulated electricity and gas networks and explore growth opportunities such as through
Vector Technology Solutions, or our investment in metering business Bluecurrent.

“On 1 August, after balance date for these results, Vector announced via the NZX the sale of
HRV.

“We’ve seen some changes to our regulatory settings in the year. As of 1 April 2025, we
entered into the new five-yearly regulatory cycle for electricity networks, as set by the
Commerce Commission. This is known as DPP4. We’re well placed to continue our
investment approach, which is to avoid committing to high levels of capital investment in
areas where there is significant uncertainty, or to cover short demand peaks when there are
other, less capital intensive ways to use available capacity and build network resilience.

“We’ve also seen some decisions announced by the Electricity Authority on connection
processes. We support efforts to streamline and clarify these processes and we remain

creating a new energy future


committed to advocating for reforms that are fair, efficient, and do not impose undue costs on
existing customers.

“We await with great interest the release of the Frontier report which the Government has
commissioned to help with its review into the electricity market. Vector has taken an active
interest in the process and will continue to provide input into important issues such as
security of supply, and an efficient market for customers.

“The DPP4 regulatory cycle for electricity distribution networks has seen electricity network
assets being repriced by the Commerce Commission to reflect higher interest rates and
COVID-19 inflation impacts. This has resulted in price increases, which we recognise is hard
on all consumers, however in real terms our electricity lines charges remain very similar to
what they were more than ten years ago.

“Our commitment to Auckland’s growth and electrification remains strong, and the region
continues to grow despite the broader economic slowdown. While we’ve seen a softening in
the rate of new connections this year, and fewer private electric vehicles being sold, we’re
continuing to work closely with customers to ensure we understand, prepare for, and enable
their evolving needs.

“In 2020, we set a target to reduce direct emissions (Scope 1 and 2, excluding electrical line
losses) by 53.5% by 2030, aligned with the Science Based Targets initiative to limit warming
to below 1.5C. This year we recorded a reduction of 55%, which is calculated against the
businesses we have now
4
. This result was driven by innovation in technology and processes,
with successful initiatives now embedded in our operations. We’ll continue to focus on our
emissions targets and we recognise there could be some volatility in maintaining and
improving our overall emissions.”

4
Due to the completion of the sales of Vector Ongas, our shareholding in Liquigas, and
some natural gas trading contracts, our historic emissions inventory has been
recalculated to exclude these emissions. This enables our year-to-year results to reflect
our actual emission reductions. For more on the methodology, see our greenhouse gas
emissions inventory report, at vector.co.nz/reports.

creating a new energy future


Key financial and operational information

Business segment FY24 FY25 % change
Electricity
- Revenue excluding contributions
- Adjusted EBITDA
- Total connections

$687.4m
$295.1m
624,330

$762.2m
$351.9m
632,106

+11%
+19%
+1%
Gas Distribution
- Revenue excluding contributions
- Adjusted EBITDA
- Total connections

$65.1m
$44.8m
120,354

$67.2m
$46.7m
120,621

+3%
+4%
+0%

ENDS
Further details can be read in Vector’s annual report. This along with our climate-related
disclosures report, and greenhouse gas emissions inventory report are available here:
vector.co.nz/reports.


Investor contact
Jason Hollingworth, Chief Financial Officer, Vector
Jason.hollingworth@vector.co.nz, 021 312 928

Media contact
Matthew Britton, Communications Manager, Vector
Matthew.britton@vector.co.nz, 021 224 2966



About Vector
Vector is an innovative New Zealand energy company, delivering energy and communication
services to more than 630,000 residential and commercial customers across New Zealand.
Vector has a leading role in creating a new energy future through its Symphony strategy which
puts customers at the heart of the energy system. Vector is listed on the New Zealand Stock
Exchange with ticker symbol VCT. Our majority shareholder, with voting rights of 75.1%, is
Entrust. For further information, visit www.vector.co.nz.

---

Smart moves
ANNUAL REPORT 2025

Smart starts
with people
In today’s constantly changing
energy landscape, Vector is
focused on delivering what
Kiwi homes and businesses
rely on every day: safe, reliable,
resilient and affordable energy
infrastructure. We’re using smart
technology and innovation to
do this for our customers.

1

Investing
in a smarter
system

2
Vector Annual Report 2025

We’re investing in critical
infrastructure, both physical
and digital, and we’re
sharpening our focus on
data and insights, to boost
resilience in the face of
climate change, empower
our customers, and support
economic growth.

3

As we transition to an
electrified future, we’re
making a series of smart
moves to deliver affordability,
accessibility and reliability,
because this matters more
than ever to our customers
and the country.
Powering
a smarter
future

4
Vector Annual Report 2025

About this report
This report, dated 22 August 2025, is a review of Vector’s financial
and operational performance for the year ended 30 June 2025.
The financial statements have been prepared in accordance with
appropriate accounting standards and have been independently
audited by KPMG.
The financial and operational information has been compiled in line
with NZX Listing Rules and recommendations for investor reporting.
The report has drawn from a wide range of information sources. This
includes: our stakeholders, customers, communities, sustainability
framework, value drivers, risk register, board reports, asset
management plan, financial statements and our operational reports.
Performance snapshot6
Chair and group chief executive report8
Environmental, social and governance (ESG)
People, health and safety
Sustainability
12
14
18
Business segment reports
Electricity
Gas distribution
20
22
24
Vector Technology Solutions (VTS)25
Governance report26
Remuneration report36
Who we are
Our board
Our management team
Entrust, majority shareholder of Vector
44
46
48
50
Other disclosures
Operating statistics
Five-year financial performance
Non-GAAP financial information
51
52
53
55
Financials
Financial statements
Notes to the financial statements
Independent auditor’s report
56
57
63
104
Statutory information
Financial calendar and directory
109
118
Contents
This annual report is published as part of a reporting
suite, which also includes our climate-related disclosures
report and greenhouse gas emissions inventory report.
All three reports are available at vector.co.nz.
CLIMATE-RELATED
DISCLOSURES
2025
2025 REPORTING SUITE
Smart moves
ANNUAL REPORT 2025
GREENHOUSE
GAS EMISSIONS
INVENTORY
REPORT 2025

5

Performance snapshot
Financial and operational dashboard
INDICATORPERFORMANCE AND NOTES
Dividend25 cents per share full-year dividend
New dividend policy linked to cash flow and aligned
with five-yearly regulatory cycle (available at
vector.co.nz/investors/dividends)
Capital expenditure$470.1 million for continuing operations
Adjusted EBITDA
1
$401.1 million for continuing operations, up 16%
Profit$154.7 million net profit after tax
INDICATORPERFORMANCE AND NOTES
Electricity connections632,106
Gas connections120,621
Electricity resilience
and reliability
>2,000 km of network inspected by drones
12 projects completed to boost resilience and future
capacity in Auckland
INDICATORPERFORMANCE AND NOTES
Smart meter data intervals1.7 billion data intervals assessed on Diverge
platform, applying market rules to ensure accuracy,
processed significantly faster than previous systems
Customer engagement10,577 completed surveys or interviews with
customers, providing direct feedback on our
services, complementing further insights from
conversational analytics
Network inspections More than 43,000 power poles inspected using
130,000 images, along with artificial intelligence to
survey and assess condition
1. EBITDA from continuing operations adjusted for fair value changes, associates, third-party contributions, and significant one-off gains, losses, revenues and/
or expenses. Refer to the Non-GAAP reconciliation on page 55. Adjusted EBITDA excludes the capital contributions customers pay for new connections on the
network.
SHAREHOLDER:
CUSTOMER:
DATA:
Vector Annual Report 20256
Performance snapshot

ESG dashboard
Governance
– we disclose comprehensive governance information on page 26.
INDICATORPERFORMANCE AND NOTES
2030 carbon emissions
reduction target (scope 1 and 2,
excluding electricity line losses)
Achieved target five years early (55% emissions
reductions achieved in FY2025)
Scope 3 emissions744, 316 tCO
2
e (55% reduction from FY2020 baseline)
Internal carbon price$140 per tCO
2
e
Climate resilience investmentAround $300 million in climate resilience projects
in our 2025 electricity asset management plan,
including more than 50 resilience projects or
programmes of work
Electric vehicles54,135 electric vehicles on our network,
up 5,703 from FY2024
INDICATORPERFORMANCE AND NOTES
Talent pipeline64 critical roles identified, as part of our talent
pipeline development strategy
Future talent strategic collaborations established
with 3 organisations
Development and succession planning underway
Leadership development78% of people leaders attended at least
one development activity
CommunityHome energy saver programme completed on 724
households in collaboration with Auckland Council
Contractor safetyQuarterly workshops with contractors to support
an open learning environment
ENVIRONMENT:
SOCIAL:
7
Performance snapshot

Chair and group
chief executive report
New Zealand’s energy landscape has been
extremely dynamic over the past year
as a consequence of challenges such as
severe weather events, affordability, and
scrutiny on sector performance, and its
importance to businesses and households.
Alongside this, global trends for the
energy sector continue to take shape and
require agility, like technology and digital
innovation, evolving customer demand
patterns and behaviour. We’re engaging
consistently with the Government as
they, and regulators, execute reviews into
the structure, performance, and rules of
the energy sector. It’s critical that the
right policy and settings are in place to
enable the industry to manage the energy
transition effectively, and it’s clear that
change from the status quo is needed.
Our Symphony strategy remains focused on putting
the customer at the centre of our decisions. We’re
acutely aware of the importance of getting the balance
right between affordability and prudent, efficient
investment given the cost-of-living pressure many
of our customers are facing.
Our focus remains on providing a reliable, resilient,
secure energy supply and our long-term planning to
do this is influenced by rapid technological change
and shifting customer behaviour. We’ve responded
by thinking beyond traditional solutions and grasping
the opportunities that come with these developments.
We continue to focus on innovation, embracing AI,
harnessing data, and deepening our understanding
of customer needs, now and into the future.
Our business portfolio has continued to evolve. The
completion of the sales of Natural Gas Trading, Vector
Ongas and our shareholding in Liquigas are examples
of successful transactions that align with the risk and
future operating environment of each business. The
completed transactions enable us to concentrate on the
core strengths and demands of our regulated electricity
and gas networks and explore growth opportunities,
such as through Vector Technology Solutions (VTS), or
our investment in metering business Bluecurrent.
On 1 August, after balance date for these results,
Vector announced via the New Zealand Stock Exchange
(NZX) the sale of HRV.
In the reporting period, our new five-yearly default price
quality path (DPP4) for the electricity network has taken
effect, on 1 April 2025. We’ve valued the engagement
we’ve had with the Commerce Commission as they
worked through this important regulatory milestone,
and we’re pleased to see recognition of the importance of
several of our long-standing focus areas, such as uplifts in
provisions for cyber resilience and customer engagement,
and an expanded innovation allowance scheme.
We’re well placed to continue our investment approach
under the new DPP, which is to avoid committing to
high levels of capital investment in areas where there
is significant uncertainty, or to cover short demand
peaks when there are other, less capital-intensive ways
to use available capacity and build network resilience.
What this means is that we’ve prioritised how we invest
capital to areas where we can have the most impact on
customers. For example, in the past year we’ve inspected
more than 2,000 km of network using drones, and
completed 12 projects to boost resilience and future
capacity in the CBD.
Our commitment to Auckland’s growth and electrification
remains strong, and the region continues to grow despite
the broader economic slowdown. While we’ve seen a
softening in the rate of new connections this year, and
fewer private electric vehicles being sold, Auckland is
experiencing rising demand for hyperscale data centre
connections, each with significant energy requirements
(see Data Centres on p10).
In 2020, we set a target to reduce direct emissions
(scope 1 and 2, excluding electricity line losses) by 53.5%
by 2030, aligned with the Science Based Targets initiative
(SBTi) to limit warming to below 1.5°C. This year we
recorded a reduction of 55%, which is calculated against
the businesses we have now, meaning it reflects our
actual emissions reductions, not those from businesses
we’ve sold. This was driven by innovation in technology
and processes, which were mapped on our publicly
available carbon cost abatement curve, and which
we’ve progressively actioned. While some efforts fell
short, others are now embedded in our operations –
such as our gas sniffer trucks which proactively locate
leaks on our gas distribution network. We’ll continue to
focus on our emissions targets and we recognise there
could be some volatility in maintaining and improving
our overall emissions.
Vector Annual Report 20258
Chair and group chief executive report

Group financial performance
1

Earnings
FY2025 adjusted earnings before interest, tax, depreciation
and amortisation (adjusted EBITDA
2
) for continuing
operations were up $55.8 million or 16% to $401.1 million.
Capital contributions from customers for new connections
are excluded from our adjusted EBITDA figure. Our new
five-year regulatory price period began on 1 April 2025,
resulting in higher revenue in the final quarter to 30 June
2025, in line with the uplift provided by the Commerce
Commission under the new DPP; this reflects the increase
in interest rates and inflation experienced within the prior
DPP3 period. We’ve also maintained prudent financial
management across the group.
Profit
Group net profit after tax for continuing operations was
$154.7 million, inclusive of a $37 million impairment of
the gas distribution business. Underlying profit, excluding
the impairment, was $191.7 million. The impairment
recognises our latest forecasts for gas network connections,
where we see a decline in net connections from FY2026,
as a result of significant market uncertainty, scarcity of gas
and rising costs. Following the impairment, the carrying
value of the gas distribution business is consistent with
the estimated value of the regulated asset base.
DOUG MCKAY
CHAIR
SIMON MACKENZIE
GROUP CHIEF EXECUTIVE
1. During the financial year, we completed the sale of the businesses within
our prior Gas Trading segment, including Natural Gas Trading (1 July 2024),
Ongas (31 January 2025) and Liquigas (31 January 2025). These businesses
have been classified as discontinued operations in these full-year results.
2. EBITDA from continuing operations adjusted for fair value changes,
associates, third-party contributions, and significant one-off gains, losses,
revenues and/or expenses. Refer to the Non-GAAP reconciliation on page 55.
SYMPHONY STRATEGY
As we’ve noted in our previous annual reports,
our Symphony strategy helps us navigate and
shape the energy transition, aiming to deliver a
more efficient network that is reliable, safe and
ready for the future, recognising the challenge of
affordability. There are five pillars to Symphony:
leading the New Zealand energy transition;
evolving our core infrastructure; embracing data
and insights; putting our customers at the heart;
and investing in our people. During the past year
we’ve seen continued progress under each of
these pillars.
Chair and group chief executive report
9

These forecasts reflect the unprecedented uncertainty
around the future of natural gas, driven in the near
term by significant market uncertainty, scarcity of
gas and rising costs, and in the long term by lack of
clarity over how gas distribution businesses will be
impacted by New Zealand’s 2050 net-zero emissions
targets. Current regulatory settings were designed in a
more stable environment, where demand for gas was
growing, and we are urging the Commerce Commission
to update these to recognise this uncertainty and
ensure any shift away from gas protects the interests
of consumers and other stakeholders. A new draft gas
DPP is expected to be announced by the Commission
in November 2025 (with a final DPP announced in May
2026), and we are participating fully in the process so
the Commission understands our perspective both
for investors and customers.
Capital expenditure
Total capital expenditure for continuing operations was
$470.1 million, down $29.1 million, reflecting a number
of factors including the timing of large projects. Within
this capital expenditure we recognised $210.5 million
of capital contributions from customers, which is up
$15.2 million on the year before.
Dividend
As we announced in our half-year results in February
2025, the board has approved revisions to the dividend
policy, linking to cash flow. The intent is to align the
policy with the Commerce Commission’s five-yearly
regulatory cycle, as this is a large part of what determines
our revenue and earnings in each five-year period.
The board has determined an unimputed final dividend
of 13 cents per share, taking the full year dividend to
25 cents per share. This represents an 85% payout of
free cash flow, in the mid-point of the 70-100% range as
stated in our policy. Shareholders should not interpret
this year’s payout as being an indication that future
dividends will be in the midpoint of the range.
STRATEGIC PARTNERSHIPS FOR
INNOVATION
An example of embracing strategic partnerships
to innovate for better customer outcomes is the
expansion of GridAware, a new AI tool that is
reinventing the way we inspect and maintain the
electricity network. This project, developed as part
of our partnership with X (Google’s innovation lab)
and Tapestry, X’s energy moonshot, complements
the Grid Planning Tool for Distribution, another
AI tool from Tapestry that aims to transform
our forward planning by enabling much faster
scenario testing for future impacts such as EV
uptake, rooftop solar and data centre growth. How
GridAware helps boost efficiency in our network
maintenance programme is set out on page 23.
The Commerce Commission has acknowledged
the customer benefit from this innovative project,
awarding us an Innovation Project Allowance for
the GridAware project within the regulatory year to
31 March 2025.
DATA CENTRES
Auckland is experiencing rising demand for
hyperscale data centre connections, each with
significant energy requirements. These complex
projects offer major opportunities for the region,
and for New Zealand more broadly. For example,
hyperscale data centres typically request 20 Mega
Volt-Amperes (MVA) in the first phase of multi-
stage developments, which is roughly equivalent
to 8,000 homes. However, they are accompanied
by uncertainty about the rate at which electricity
demand will grow to meet the capacity requested,
since this depends on the adoption of data centre
services by the data centre’s clients. We know
these hyperscale data centre requests will drive
a need for us to invest in system growth, but we
must ensure our investment is moving in step
with demand. Because of the scale of some of
these projects, their impacts may not be confined
just to our distribution network, and may also
affect electricity generation and transmission;
so, careful and coordinated planning is critical.
Business performance
With the successful completion of a number of
transactions, we’re now reporting financial results under
a new segment structure: electricity performance is
detailed on page 22 and gas distribution on page 24.
Our investment in Bluecurrent has performed in line
with expectations, with distributions received from the
investment recognised in our financial statements within
cash flows.
We’re continuing to improve our cyber security
capabilities and make these available to others via our
Equalise product offering, with further sign-ups in the
New Zealand electricity distribution sector occurring
during the past year.
Vector Fibre has performed to expectations and is the
subject of a previously announced strategic review, with
Barrenjoey Capital Partners assisting in the process.
Highlights from the year for VTS are set out on page 25.
Electricity network regulatory performance
Our regulatory performance year runs to 31 March and
includes measures that track the reliability of service we
provide to our customers. In the most recent regulatory
period, the 12 months to 31 March 2025, our network
performance was within the regulatory limits for reliability,
for both planned service interruptions (for example, where
we shut power off temporarily to do work on the network
safely) and unplanned service interruptions (for example,
where a car hits a power pole and disables power until we
can repair it).
In the first three months of the current regulatory
period, 1 April to 30 June 2025, the Auckland region
once again experienced a significant weather event with
Cyclone Tam, which delivered torrential rain and severe
storms, followed by an intense and damaging lightning
storm. These conditions caused widespread disruption,
including power outages for our customers, and placed
considerable pressure on our network operations.
Unplanned service interruptions in this quarter were
higher than for the previous period, largely because of
the impact from this event.
Vector Annual Report 202510
Chair and group chief executive report

Regulatory reform and market structure
Recent decisions by the Electricity Authority on
connection processes mark a shift in how new
electricity network connections will be managed. We
support efforts to streamline and clarify these processes
and remain committed to advocating for reforms that
are fair, efficient and do not impose unexpected costs
on existing customers.
We await with great interest the release of the Frontier
report which the Government has commissioned to help
with its review into the electricity market. Vector has
taken an active interest in the process and will continue
to provide input into important issues such as security
of supply, and an efficient market for customers.
The DPP4 regulatory cycle for electricity distribution
networks has seen electricity network assets being
repriced by the Commerce Commission to reflect
higher interest rates and COVID-19 inflation impacts.
This has resulted in price increases, which we recognise
is hard on all consumers, however in real terms our
electricity lines charges remain very similar to what
they were more than ten years ago.
Looking ahead
We are strongly committed to helping lead
New Zealand’s energy transformation, using data
and AI to bring together commercial, customer and
operational insights, and drive better outcomes.
This view is shaping how we plan, invest and serve our
customers. We’re building our own AI capability and
attracting strong interest from applicants eager to join
our team. Our people are becoming more sophisticated
in using these tools, learning from global best practice
and applying it to local challenges.
CEO DEPARTURE
In February we announced that group chief executive
Simon Mackenzie had decided to step down.
Mr Mackenzie will depart his role at the end of 2025.
Mr Mackenzie has been Vector’s group chief
executive since 2008. In that time he has led the
development and growth of competitive businesses
such as Vector Metering (now Bluecurrent) and
Ongas, delivering significant shareholder value;
forged unique partnerships with AWS and Tapestry,
the energy moonshot at X (Google’s innovation lab)
to harness the use of technology and data; overseen
the investment in the electricity and gas networks
to meet Auckland’s growth and adapt to the impacts
of climate change; driven a culture of innovation
including participation in trials of early technologies
such as solar and batteries; grew the Vector portfolio
through acquisitions of competitive businesses
and divested for value creation and strategic
alignment; and set up VTS to pursue opportunities
in New Zealand and globally.
In announcing his departure, Mr Mackenzie said,
“The time is right for me to hand over – with Vector
in a strong position financially, and a great culture,
innovative mindset and talented leadership across
the business.”
The board thanks Mr Mackenzie for his years of
service to Vector and its shareholders. Board chair
Doug McKay said that Mr Mackenzie’s contribution
and achievements have been significant: “Simon is an
outstanding chief executive and a highly respected
Vector and industry leader. He has successfully led
Vector’s regulated and competitive businesses in a
complex environment and has contributed to the
wider energy industry through his leadership and
extensive sector experience. The board wishes him
well for the future and is grateful for his ongoing
support while the recruitment process continues.”
A recruitment process is currently underway and
the market will be updated when an appointment
is made.
We’re proud to partner with globally innovating
organisations, such as X, the moonshot factory, giving
our teams access to cutting-edge expertise and
collaborative learning. These partnerships are helping
us deepen our culture of innovation, which is grounded
in curiosity, capability and customer focus. It’s not just
about technology; it’s also about mindset, culture and the
way we work together to enable a smarter, more resilient
energy future.
Doug McKay
Chair
Simon Mackenzie
Group Chief Executive
11
Chair and group chief executive report

Environmental,
Social and
Governance
(ESG)
Environmental, Social and Governance (ESG)
12
Vector Annual Report 2025

Environmental, Social and Governance (ESG)
13

People, health and safety
Our Symphony strategy calls for
innovation and new solutions
to meet the challenges of an
increasingly complex energy
system, where demand for key
skills such as engineering, digital
and data is increasing significantly.
This is happening not just across
other energy companies within
New Zealand but globally too.
Traditional engineering is still vital
to our industry, but we must add
new capabilities to maximise the
opportunities ahead. Recognising
and staying ahead of this skill
adaptation is the basis for our people
strategy, and we’ve continued to
make progress this year.
Symphony capabilities
In our 2024 annual report we noted
the introduction of new behaviours
that supported a need to evolve
the way we work. This year, we’ve
built on these behaviours by going
further and identifying the specific
capabilities needed to deliver our
Symphony strategy, drawing on
our behaviours, global skills trends
and the critical skills needed for the
energy transition.
This has created a strong framework
for a structured approach to
strategic workforce planning, where
we’ve begun mapping the skills
and competencies of our current
workforce, identifying gaps at both
individual and functional levels,
and developing plans to address
these gaps through strategic
training, upskilling and recruitment
as vacancies become available.
We identified about 10% of roles
across Vector as critical to our core
operations, strategic goals, revenue,
compliance, and operational
continuity, and we’re focused on
ensuring there is a strong talent
pipeline for these roles.
“ The support from the
team, the open
communication, and the
overall work environment
have all contributed to a
very positive experience.
I feel valued and
motivated, and I
appreciate the
opportunities to grow
and contribute.’’
Employee feedback from Vector’s
eNPS survey
Vector Annual Report 202514
People, health and safety

Talent and leadership
development
We’ve continued a strong focus on
talent development this year, with a
multi-layered leadership programme
for new, seasoned and senior leaders
supporting the development of
leadership competencies and team
member coaching capabilities. We
had strong participation this year,
with 78% of our people leaders
taking part in development activities.
We complement this by strategic
collaborations with corporate learning
providers to design programmes to
our specific needs and run talks with
global and local speakers to engage
and upskill our people.
Strengthening our talent
pipeline
We’re proactively building a diverse
and talented pipeline of people who
want to come and work for us and
are engaged and motivated when
vacancies arise. We’re doing this with
a particular focus on specialist roles
in engineering, digital and data that
are critical to the energy transition.
Our approach includes building
relationships with universities in
support of a dynamic graduate
programme focused on strategic
capability, as well as looking further
back than recent graduates to target
talent who may still be deciding
which qualifications they want to
acquire and which fields to enter.
We’ve joined the Aruhiko Power
Engineering Excellence Trust, which
encourages students in the field of
power systems engineering with
scholarships, experiences in the
field and connections with industry
employers. We’ve also engaged in an
internship programme with Stanford
University, hosting two interns
from the Stanford Doerr School of
Sustainability. This programme was
implemented with the support of the
University of Auckland.
We recognise that the energy sector
as a whole is going through a skills
transition, and so we also participate
in industry collaborations, where
relevant for Vector and where we’re
confident we can advance our
specific needs.
Vector, along with 10 other
companies, is on the steering
committee for the electricity sector
member association, the Electricity
Engineering Association’s (EEA) Re-
Energise workforce initiative, which
focuses on preparing the workforce
for the energy transition. This project
will provide strategic and actionable
recommendations to ensure the
industry is ready to meet future
challenges and technologies.
Driving performance excellence
Our performance management
framework is focused on clarity
of direction, acknowledging our
people’s performance and reinforcing
our culture. We run a 12-month
performance management cycle with
a mid-year check-in.
To support consistency of end-of-
year reviews and ratings, we hold
calibration sessions across the
business. Employees and managers
are evaluated not only on what
they delivered but also on how they
delivered it, informed by Vector’s
behaviours.
FROM STANFORD
TO VECTOR
This winter, Vector welcomed two
interns from Stanford University.
The internship came about after
Stanford’s School of Sustainability,
together with All Birds founder
Tim Brown, went looking to
connect students with purpose-
driven companies around the
world. Four organisations were
chosen to host interns, including
Vector. Hosting interns from
top universities generates fresh
ideas and perspectives and is
a great way to showcase our
culture and the opportunities
on offer for career development.
The interns’ projects feed into
Vector’s strategic direction with
a focus on electricity demand-
response policies around the
globe, and understanding to
what extent time-of-use plans
change Aucklanders’ electricity
consumption.
“ The coaching is
definitely pushing my
thinking in both
professional and
personal development.’’
A people leader’s feedback about one
of Vector’s leadership development
programmes
15
People, health and safety

Engagement and wellbeing
In the past year our three regular
surveys, which are employee
engagement, employee Net
Promoter Score (eNPS), and wellbeing,
were all above benchmarks. Our
engagement programme is informed
by data and shaped by what our
people are telling us, and so these
results are a significant validation of
our approach and its contribution
towards our positive culture where
our people are supported to do their
best work. In our engagement survey
this year, 87% of our people said they
are proud to work for Vector.
Health safety and
environmental (HSE)
Ensuring the health and safety of our
staff, those delivering work on our
behalf and the public is paramount
at Vector. We’re committed to
continuous improvement of our health
and safety culture and performance
and we’re proud of the progress we’ve
made to support this in the past year.
This includes: scheduled quarterly
safety forums with our key contracting
partners to promote an open learning
environment focused on the most
important preventative measures to
minimise harm, enhancing in-field
critical risk control verifications and
embedding a new HSE Incident
Management System to better track
corrective actions, and improvements
in shared learning from high potential
events to ensure insights are identified
and critical controls continue to be
improved. We’ve also consulted
with key internal stakeholders and
contracting partners to inform the
revision of our HSE system.
These initiatives have contributed to
a reduction in both Lost Time Injury
Frequency Rate (LTIFR) and Total
Recordable Injury Frequency Rate
(TRIFR) compared to the year before,
and to the introduction of measurable
critical risk lead indicators for the
coming year. For the past 12 months,
the LTRIFR was 3.0 and the TRIFR 6.9
(these figures include HRV, which
was sold after balance date).
A robust audit and assurance
programme supports our approach
which includes internal first – and
second – line defence activity, third-
party assessment and retaining
our ISO accreditation in ISO45001
Health and Safety Management
Systems, ISO14001 Environmental
Management Systems and NZS7901
Public Safety.
“ Vector has demonstrated a strategic and data-driven
approach to employee wellbeing and psychosocial
risk management. Through our long-standing
partnership with them and annual wellbeing Pulse
surveys (2022 to 2025), they’ve shown consistent
improvements in resilience, organisational support,
and key work factors. Since their 2022 psychosocial
risk assessment, their practices have matured
significantly, with ongoing refinement and iteration.
Their commitment is evident in both leadership
engagement and staff feedback, positioning them
as a proactive leader in the wellbeing space. While
challenges remain, their continuous efforts to
improve are commendable and reflect a genuine
investment in their people. It is a privilege to work
with leaders who truly care about their people, are
eager to learn how to support mental health, and
are committed to helping others when they see
someone struggling.”
Dr Dougal Sutherland, Principal Psychologist, Umbrella Wellbeing
ANNUAL EMPLOYEE
SATISFACTION
SURVEY RESULTS
BENCHMARK
AMONG GLOBAL
ENERGY COMPANIES VECTOR RESULT
Employee engagement 70%

Above benchmark
eNPS (Net Promoter Score)15

Above benchmark
Vector Annual Report 202516
People, health and safety

EMPLOYEES BY ETHNICITYEMPLOYEES BY AGEEMPLOYEES BY GENDER
There were no notable movements in the year, apart from a 3% increase in the proportion of female employees following
the sale of Ongas.
* Middle East, Latin America and Africa.
11.5%
20-29
28.9%
30-39
29.1%
40-49
18.4%
50-59
10.3%
60+
1.9%
UNKNOWN
35.4%
FEMALE
64.1%
MALE
0.5%
UNDISCLOSED
31%
18%
25%
3%
2%
5%
12%
4%
ASIAN
NZ EUROPEAN
NZ
MĀORI
OTHER
PASIFIKA
UNKNOWN
EUROPEAN
MELAA*
Engagement and advocacy
We’ve been active in raising
awareness and advocating on health
and safety matters this year, making
a joint submission on the proposed
Health and Safety at Work Act reform
in conjunction with the Business
Leaders’ Health and Safety Forum,
an organisation we’re a founding
member of.
We’ve continued public engagement
around key aspects of safety
associated with our assets, business
activities and worksites. Examples of
these include our public awareness
campaigns, together with targeted
stakeholder engagement, around
keeping safe when working near
electricity or gas assets – for example
when digging near electrical or gas
assets, working at height near power
lines and what to do if you encounter
downed power lines.
We’ve also been advocating strongly
to raise awareness of the minimum
safe distances from overhead lines for
new building activity, as set out in the
New Zealand Electrical Code of Practice
for Electrical Safe Distances (ECP34). The
issue of lack of awareness is becoming
increasingly concerning because we’ve
observed a rise in non-compliance since
recent intensification planning rule
changes have enabled building closer
to property boundaries. We’re working
constructively with the planning and
building industries to raise awareness
of the issue, but our view is that more
needs to be done to address this safety
issue. A common-sense approach would
see the safe distances included in the
Building Code, as today a building project
can receive a valid building and resource
consent but still be non-compliant with
ECP34. We’re advocating for this solution
with the Government because of our
serious concerns about safety.
CHALLENGE YOURSELF
Our series of Vector-wide “challenge
yourself” events were designed to
support upskilling in digital and data
by getting people excited, inspired and
curious about how they could make
better use of it in their roles. With
a strong focus on cross-functional
collaboration, our first event saw
teams come together to solve a series
of data-driven clues by applying data
insights in creative ways. For the
second event (pictured), we hosted a
series of rapid-fire conversations where
data leads and people from around
the business would talk through data
challenges and solutions.
17
People, health and safety

Sustainability
Vector is a climate reporting entity under the Financial Markets Conduct Act 2013 and
is required to produce climate statements that comply with the Aotearoa New Zealand
Climate Standards (NZCS) 1, 2 and 3 issued by the External Reporting Board (XRB).
Our climate-related disclosures report considers
our climate-related risks and opportunities,
and, together with this annual report and our
greenhouse gas emissions inventory report,
comprises our annual reporting suite, available at
vector.co.nz/investors/reports.
Resilience
As climate change drives more extreme and damaging
weather, it’s even more critical that our electricity
infrastructure is resilient. Through the work we’ve done
with external climate scientists to understand physical
climate changes, together with our own expertise in
assessing the impact on our assets, we can develop
optional pathways for improved performance against
climate impacts. But each of these optional pathways
comes at additional cost. While our approach to
resilience investment aims to remove the most risk with
the lowest capital expenditure, we’re thinking ahead
about where and how more resilience could be built,
and how the costs of doing so could be met.
In this context we were pleased this year to see the
Government’s decisions on the long-awaited reform of
the tree trimming regulations. The changes will improve
the ability of electricity distribution businesses to assess
and manage hazardous trees around lines, and issue
notices requiring that they be removed by their owner.
This will help us protect our lines from trees, and so
protect our customers’ electricity supply; however,
the cost recovery challenges of tree trimming remain
unaddressed following these changes.
Carbon emissions
2030 emissions reduction target
In FY2021 we set an absolute emissions reduction
target, aligned with a methodology published by the
Science Based Target initiative (SBTi) at the time, though
not validated by the SBTi. That target is for Vector to
reduce its scope 1 and 2 emissions (excluding electricity
distribution losses) by 53.5% by FY2030 from an FY2020
baseline. The emissions reduction target does not rely
on any offsets.
This year, we achieved a 55% emissions reduction, hitting
our 2030 target five years early. While we’re proud of
this outcome, we’re resetting our focus on maintaining
these reductions and beginning to look beyond 2030
for further opportunities to reduce emissions in a
cost-efficient way. Main contributors to our emissions
reductions have been a decrease in methane leaks on
our gas pipelines through proactive surveying, and a
reduction in diesel generation in planned maintenance
projects. For more information, please refer to our
greenhouse gas emissions inventory report available at
vector.co.nz/reports.
Vector Annual Report 202518
Sustainability

1. Market-based method for electricity consumption. For further information on where market-based and location-based electricity emissions are included, see our
greenhouse gas emissions inventory report, available at vector.co.nz/reports.
Emissions inventory
Vector’s total emissions (including Scope 3 and including
electricity distribution losses) have also decreased by
54% since our base year FY2020. This is mainly because
of a wind-down of Vector’s Natural Gas Trading contracts,
and a reduction in natural gas consumption in the
Auckland region.
EMISSIONS
REDUCTIONS
TABLE
FY2020
(BASE YEAR)
FY2025CHANGE
Scope 122,93310,449-54%
Scope 2
1
33,08739,476 19%
Scope 31,656,403744,316 -55%
Total1,712,423794,241-54%
Due to the completion of the sales of Vector Ongas,
our shareholding in Liquigas, and some natural gas
trading contracts, our historic emissions inventory has
been recalculated to exclude these emissions. For more
information on the methodology, results, and emissions
recalculations over time, please see our greenhouse gas
emissions inventory report, at vector.co.nz/reports.
Emissions abatement for our scope 1 and 2
emissions target
In FY2022 we developed a carbon abatement cost curve
to help measure and understand our emissions reduction
targets (scope 1 and 2 excluding electricity distribution
losses) and actions available to Vector to contribute to
reaching those targets. This work identifies the financial
impact of potential carbon reduction activity across
scope 1 and 2 emissions, using an internal carbon cost
of $140 per tonne of carbon dioxide equivalent (tCO
2
e)
as a comparative ‘do nothing’ cost. This cost curve
was updated in the past year to reflect the progress
we’ve made.
Abatement
cost
$/tCO₂e/year
Abatement
potential
tCO₂e
Using mobile transformers as
opposed to diesel generators for
multi-day upgrades (2024)
Hybrid generator (in trial)
Transition remaining light
vehicle fleet to EV (2020 – 2027)
Transition vans and utes to
electric (when available)
3-month gas pipeline surveying (2027)
Vector headquarters to ‘6 Green Star’
building (2023)
Annual gas pipeline
surveying (2022)
6-month gas pipeline surveying (2024)
SF6
monitoring
Renewable-only
electricity (2023)
Uncosted emissions
Third-party
gas pipeline
damage
Public engagement on dial
before you dig (2023)
Completed
In progress
Planned
Other
fugitive
methane
Other
diesel
generation
$140/
tCO₂e
53.5%
Emissions
reduction
target
3-month high-pressure gas
pipeline surveying (2025)
Reducing unnecessary diesel
generation through process
optimisation (2021)
$0
-$1,000
-$2,000
$1,000
19
Sustainability

Business
segment
reports
Business segment reports
20
Vector Annual Report 2025

21
Business segment reports

Electricity
Adjusted EBITDA
Electricity adjusted EBITDA is up
$56.8 million or 19% to $351.9 million.
This result was driven by the
higher revenue, owing to pricing
adjustments and as a result of the
new DPP period which began on
1 April 2025, as well as because of
higher pass-through and recoverable
costs. Total operating expenses,
excluding pass-through charges,
were flat. This reflects our ongoing
commitment to efficient network
management.
Connection growth
Network connection numbers
have continued to grow, with total
electricity connections up 1.2% to
632,106. The rate of growth has
declined, with new connections 21.4%
lower than for the previous year, given
the broader economic slowdown.
Volumes
Electricity distributed volume was
down 1.4% compared to FY2024.
This largely correlates with warmer
temperatures in FY2025, with fewer
days when electricity was used
for heating.
Capital investment
Gross capital investment was
$25 million lower than for the last
12 months, at $432 million, reflecting
a number of factors including the
timing of large projects. Growth
capital investment was up $7.5 million
or 3%, with the majority of growth
capital investment funded by
customers causing the need for
investment, through $195.9 million
of capital contributions.
Smart maintenance
While overall capital expenditure
was down marginally, we continued
to invest in the maintenance of
the network and enhancing the
effectiveness of this maintenance
by optimising our investments and
leveraging technology.
This year we’ve leveraged technology
and strategic partnerships to replace
traditional ground-based field
inspections with aerial surveying
that captures much more detailed
and useful information than has
been possible before. Rather than
walking the lines, network inspectors
now conduct detailed assessments
from their desks by analysing high-
resolution images, Light Detection
and Ranging (LiDAR) and thermal
scans of network assets, captured
by drones and helicopters. This rich
asset information already means we’re
better able to validate asset condition
and improve our decision-making
on where to prioritise maintenance
investment. This has been enabled
through our strategic partnership with
X and, with the use of advanced AI,
has the potential to further increase
efficiency significantly (see break-out
box on page 23).
Delivering efficiently for our
customers
We’re keeping our focus on
delivering safe and reliable electricity
for customers as we see their
expectations for service rise, driven by
costs and changing behaviour such
as working from home. Requirements
around traffic management add
significant cost and time to our
projects, so we’re involved in trialling
a new, risk-based guideline for traffic
management, where site managers
will have more power to apply safety
measures that are reasonable for a
given situation. We’re hopeful the new
guidelines, due to come into force in
2026, will dramatically reduce costs for
our customers without compromising
safety. To avoid disruptions to our work
programmes, we’ve also kept our
attention on procurement processes
that mitigate what can be long times
for network equipment.
Vector Annual Report 202522
Electricity

Enabling network access
and reinforcing capacity
While the broader economic
slowdown has led to a softening
in the rate of new connection
growth, we’re seeing strong and
dynamic activity in the data centre
market, with changing connection
requirements driven by market
dynamics, and AI advancements.
We’re enabling growth in this market
by supporting customers’ planning
and development needs, and we’re
well-positioned to handle the
complexity and demand from the
sector by maintaining our proactive
investment in core network capacity.
We work closely with all customers
on their specific network connection
requests. In April we introduced
a new flexible commercial
connection option which provides
customers with an on-ramp towards
electrification by time-shifting
future capital improvements on
the network. This provides a better
understanding of the business case
and path towards electrification
for the customer, and a more
efficient use of the existing and
planned network.
Our position on who should pay for
the growth of the network remains
that those causing the growth
should pay for it. This underpins
our 100% recovery of connection
costs from connecting customers.
We believe this position is aligned
with the Electricity Authority’s
pricing principles, however the EA
is consulting on the methodology
for connection charges across
New Zealand, as we note on page 11.
Improving customer experience
through digital and data
This year, we’ve invested in building
our data and digital capability,
both in terms of bringing in specific
skills around AI, data science
and machine learning, as well as
deploying a modern data platform
to unlock advanced analytics and
further innovation.
This investment is already delivering
greater insights that improve our
ability to deliver better customer
experiences. One way it’s doing this is
through a new tool we’ve developed
that combines datasets from various
sources such as smart meters and
Optical Network Terminals, to help
us proactively identify individual
power outages following widespread
network damage caused by storms.
We’ve begun trialling this tool to help
us improve outcomes for customers.
Work has begun on the next stage
of a significant digital project to
introduce new capabilities into our
advanced distribution management
system. These new capabilities
comprise: an automated outage
management system, which will
predict the most likely fault location
and provide relevant information to
control room operators, and switch
order management, which reduces
reactive switching times through
the use of scenario analysis tools
and automatic safety checking. In
addition to improving core network
operations, these enhancements will
improve the information we provide
to our customers through our outage
centre, especially during storms, by
making it possible to supply updated
data much faster.
Network resilience
We’re investing in network
resilience against the impacts of
storms, such as Cyclone Tam which
occurred in April this year. Our
approach remains to do this smartly,
prioritising cost-effective actions,
such as infrastructure upgrading
to improve flood resilience at key
zone substations, and strengthening
electrical conductors. We’re acutely
aware of the need to strike the
right balance between investing
for resilience and ensuring the
cost burden for our customers
remains appropriate.
DRONES AND AI LEAD A REVOLUTION FROM POLES
TO PIXELS
We’re revolutionising how we maintain our electricity networks through
a strategic partnership with X, (Google’s innovation lab) and Tapestry, its
energy moonshot. By combining aerial technology with AI, Tapestry’s
GridAware platform is transforming traditional network inspections
from a manual ground-up process into an intelligent, automated system
that can spot wear and tear before it becomes a problem. This improves
network maintenance inspections so our customers can benefit from
more reliability, and sets a new standard for how we inspect and prioritise
maintenance on our network.
The aerial survey technology – from helicopters and drones – captures
precision images of our equipment, as well as other data like thermal
scans. With lots of high-quality data to hand, our network inspectors review
this back at their desks using GridAware and mark up images when they
spot something needs fixing. Two things happen next: we assess this rich
information to improve our decision-making on where to focus maintenance
investment, and we use it to train Tapestry’s AI to automatically conduct
condition assessments as more images are captured from elsewhere on
the network. It’s a powerful example of how technology, alongside Vector’s
experts, can solve real-world challenges, while making essential services
more resilient and efficient for the people of Auckland.
23
Electricity

Gas
distribution
Adjusted EBITDA
Gas distribution adjusted EBITDA is
up $1.9 million or 4% to $46.7 million,
as a result of pricing adjustments.
Operating expenses were relatively
flat overall compared to the previous
year. However, maintenance expenses
were higher, which is in line with
our strategy to optimise our asset
management approach in response
to our most recent demand forecasts
(see the break out box below).
Capital investment
Capital investment was down
$3.2 million or 14% to $19.0 million,
with $13.3 million of that expenditure
funded by customers through
capital contributions. The decrease
was driven by lower levels of
growth investment, reflected in
capital investment net of capital
contributions being 50% lower than
for the year before at $5.7 million.
This is in line with our strategy to
optimise our asset management
approach (see break-out box below).
Connections
There has been a 0.2% increase in
connections on our gas distribution
network over the year to 30 June
2025, bringing the total number of
connections to 120,621. However, new
gas connections were down 33% on
the previous year Total connections.
Volumes
Gas distribution volume was
down 8.5% at 11.9 PJ compared
to the previous years because of
lower demand from the residential,
industrial and commercial sectors.
Network and public safety
We’re proud that the past year has
again been one without any major
safety-related incident on our gas
network. We are committed to
delivering a safe, reliable and efficient
service and we focus not just on our
own asset management practices, but
also on engaging with the public and
customers to raise awareness of safe
working practices near our network.
Over recent years we’ve boosted our
proactive leak detection programme
using vehicle-mounted gas detection
equipment. This programme helps
us locate leaks faster, enabling us to
fix them quickly before impacts are
experienced by customers.
The programme has the added benefit
of reducing carbon emissions from
these leaks.
1. Our gas asset management plan is available on our website: vector.co.nz/about-us/regulatory.
SAFETY, RELIABILITY AND SERVICE IN AN ENVIRONMENT
OF DECLINING DEMAND
As we set out in our 2025 gas asset management plan (AMP)
1
, there is
unprecedented gas market uncertainty, scarcity of gas and rising costs. This
results in our connections forecast seeing customers disconnect at a faster rate
than new customers connect from FY2026, with new connections stopping in
FY2029.
Despite this, we remain dedicated to maintaining the reliability and security
of our gas distribution network, and our view remains that a long term solution
needs to be reached between government and network operators, as we
describe on page 10.
We’ve taken prudent steps to optimise our gas asset management strategies
to maintain network safety and reliability, while reducing asset stranding risk.
One of the ways we’re doing this is by reducing capital expenditure on asset
replacements (which is recovered over the life of the asset) and replacing this
with increased operational expenditure on maintenance (which is recovered
during a single financial year). Over time, this approach will see a reduction in
capital expenditure and a corresponding increase in operational expenditure.
We’re also calling for more to be done to provide certainty to help customers
and gas distribution businesses navigate the future.

Vector Annual Report 202524
Gas distribution

Over the past two years, VTS has
been live with Diverge, its next-
generation energy data platform.
As utilities around the world evolve
to meet the needs of the energy
transition, Diverge provides visibility
and insight at the edge of electricity
networks, where this visibility had
previously been limited.
Bluecurrent has served as
the primary deployment for
Diverge, where the platform has
demonstrated its capacity to scale
with the demands of the energy
sector. Since the introduction
of 5-minute electricity market
settlement rules in Australia, Diverge
has consistently processed six times
the volume of smart meter data
at ten times the speed of legacy
systems. Diverge has also been
delivering network operational data
to electricity distribution businesses
across New Zealand providing
insights that improve operations
and planning. In parallel, in the past
year Vector’s electricity business
has used Diverge to operationalise
data science, transforming analytical
models into practical tools that
inform important decisions and
strategic planning. This has included
managing electric bus charging
dynamically within available network
capacity, proactively detecting
network anomalies, such as incorrect
phase mapping, and understanding
electric vehicle charging using
advanced algorithms.
These commercial deployments
have validated Diverge’s underlying
architecture and have guided
ongoing product refinement.
VTS is now leveraging its success
with Bluecurrent and Vector to
bring Diverge to global utilities facing
similar challenges. VTS is partnering
with Slalom, a leading technology
consulting firm and a collaboration
with EDMI, a leading global smart
metering solutions provider. These
partnerships aim to accelerate
the roll-out of Diverge, combining
expertise in data, devices and
digital enablement.
Over the past 12 months, VTS has
demonstrated its capability to solve
problems on an international stage
and this has been received positively.
As a result, VTS has been invited
to participate in multiple formal
procurement processes, reflecting
growing demand for solutions that
can enable smarter, more responsive,
and data-driven networks.
The challenges faced by overseas
utilities are similar to those VTS has
already helped us solve locally, but
the scale is much larger. Through
the engagements VTS has had
this year, we’re seeing strong signs
it is well positioned to bridge the
gap between Vector’s internal
digital transformation and an
external product commercialisation
capability that has the potential to
help utilities globally.
Vector Technology
Solutions (VTS)
25
Vector Technology Solutions (VTS)

Governance report
This section of the annual report is an
overview of Vector’s corporate governance
framework, approved by the board, for the
financial year ended 30 June 2025.
Vector’s board is committed to maintaining high
standards of corporate governance, ensuring transparency
and fairness, and recognising the interests of our
shareholders and other stakeholders.
The board has an established set of guiding principles
that state that the company will:
–Be a leading commercial enterprise in New Zealand
with a reputation for delivering results through
sound strategy
–Have entrepreneurial agility, being the first to identify
opportunities and bring them to market
–Be a great employer which values knowledge and talent
–Strive to ensure that everyone who does work for
Vector goes home healthy and safe
–Deal fairly and honestly with its customers
–Be a good corporate citizen.
Vector’s governance practices are informed by the NZX
Listing Rules (NZX Rules), the NZX Corporate Governance
Code (31 January 2025) (NZX Code), the Financial Markets
Conduct Act 2013 and the Companies Act 1993. Vector’s
governance practices are consistent with the principles
in the NZX Code, except that Vector has not adopted a
formal protocol for responding to ‘control transactions’
takeovers (NZX Code Recommendation 3.6). Vector
has not adopted a formal protocol because Entrust
holds 75.1% of Vector’s shares; this means that:
–Any takeover offer would need to involve Entrust
–Any scheme of arrangement would require Entrust’s
approval.
Vector’s key corporate governance documents, including
board and committee charters and policies, can be found
at vector.co.nz/investors/governance.
Roles and responsibilities of the board
and management
The primary objective of the board is to protect and
enhance the value of Vector in the interests of Vector and
its shareholders.
The board has overall responsibility for all decision-making
within Vector. Vector’s governance practices are designed
to:
–Enable the board to provide strategic guidance for
Vector and effective oversight of management
–Clarify the roles and responsibilities of Vector’s
directors and senior executives to facilitate board
and management accountability to both Vector
and its shareholders
–Ensure a balance of authority so that no single
individual has unfettered powers.
To ensure that Vector’s business objectives and strategies
are achieved and to deliver value to the company and
its shareholders, the board strives to understand, meet
and appropriately balance the expectations of all its
stakeholders, including its employees, customers and the
wider community.
In carrying out its responsibilities and powers, the board
recognises its overriding responsibility to always act
honestly, fairly, diligently and in accordance with the law.
The board works to promote and maintain an environment
within Vector that establishes these principles as basic
guidelines for all its employees and representatives.
Vector achieves board and management accountability
principally through its board charter, which sets out
matters reserved for the board and responsibilities
delegated to the group chief executive, and a formal
delegation of authority framework. The effect of
this framework is that, while the board has statutory
responsibility for the activities of the company, this is
exercised through the delegation to the group chief
executive, who is accountable for the day-to-day
leadership and management of the company.
Vector Annual Report 202526
Governance report

The main functions of the board include:
–Reviewing and approving the strategic, business
and financial plans prepared by management
–Monitoring performance against the strategic,
business and financial plans
–Appointing, delegating to and reviewing the
performance of the group chief executive
–Approving major investments and divestments
–Ensuring ethical behaviour by the company, board,
management and employees
–Assessing its own effectiveness in carrying out its
functions.
The board charter sets out the expectation that all directors
continuously educate themselves to ensure that they may
perform their duties appropriately and effectively.
A committee or individual director may engage separate
independent professional advice in certain situations, at
the expense of the company, with the prior approval of the
chair of the board. The board also has access to executives
within the Vector group as a means of receiving expertise
and assurance information.
Each director has a duty to act in the best interests of the
company and the directors are aware of their collective
and individual responsibilities to stakeholders for the way
Vector’s affairs are managed, controlled and operated.
The board regularly assesses its effectiveness in carrying
out its functions and responsibilities. The board chair and
the committee chairs review and evaluate the board and
committees against their respective charters. The board
chair also engages with individual directors to evaluate
and discuss performance and professional development.
Externally facilitated reviews of the board’s performance,
including its committees, are carried out from time to
time. The board last participated in an externally facilitated
review in 2024.
The group chief executive is supported by the
Vector executive team. Details of the members of
the executive team are set out in the management
team section on pages 48 and 49 of this annual
report and in the About Us section of Vector’s website
(vector.co.nz/about-us/board-executive-team). Members of
the Vector executive team have regular access to the board.
Board membership
Vector’s board comprises experienced directors from
diverse backgrounds who govern the company on
behalf of its shareholders and other stakeholders. The
directors are committed to maintaining high standards
of corporate governance, ensuring transparency and
fairness and recognising the interests of stakeholders.
Vector’s constitution and the NZX Rules set certain
requirements in relation to the board structure. The board
must have a minimum of three and a maximum of nine
directors, with at least two being ordinarily resident in
New Zealand (as explained in section 3.1.6 of the NZX’s
Governance Guidance Note (January 2025)) and at least
two being ‘Independent Directors’ (as defined in the NZX
Rules). The board currently comprises seven directors,
all of whom are non-executive. Six of Vector’s directors
ordinarily reside in New Zealand and one director
ordinarily resides in Australia. Biographies are set out on
pages 46 and 47 of this report and include information on
the year of appointment, independence, skills, experience
and background of each director. The current directors
possess an appropriate mix of skills, expertise and diversity
to enable the board to discharge its responsibilities and
deliver the company’s strategic priorities, as illustrated
in the skills and experience matrix on page 28. The board
recognises that a regular refreshment programme leads
to the introduction of new perspectives, skills, attributes
and experience and the board also has regular regard for
succession planning for its roles. As required, the board
strengthens its oversight of issues in all disciplines by
seeking expert advice.
27
Governance report

Board skills and experience
STRATEGIC FOCUSDESCRIPTIONNUMBER OF DIRECTORS
LeadershipSenior leadership experience, board director
and executive
Leadership
Strategy Strategy and commercial acumen
Strategy
CustomerCustomers and community
Customer
EnergyEnergy industry experience
Energy
ESGSocial and environmental, climate change,
ESG, sustainability
ESG
PeoplePeople and culture, workforce, remuneration
and talent
People
GovernanceGovernance, risk and compliance
Governance
RegulatoryRegulatory and government policy
Regulatory
FinanceFinancial acumen
Finance
TechnologyTechnology, cyber security, AI, data
Technology
Digital innovationDigital evolution, transformation and
innovation
Digital innovation

EXPERT

ADVANCED

CAPABLE

LIMITED
Vector Annual Report 202528
Governance report

Director independence
The nominations committee has responsibility on
behalf of the board for making determinations as to the
independence status of all directors on an ongoing basis.
The committee’s assessment of independence is guided
by the NZX Rules and NZX Code Recommendation 2.4.
The board has reviewed the position and relationships
of all directors in office and considers that five of the
non-executive directors are independent directors for
the purposes of the NZX Rules and NZX Code. Those
directors are Doug McKay (who is Vector’s chair), Vaughan
Busby, Dame Paula Rebstock, Bruce Turner and Anne
Urlwin. Dr Paul Hutchison and Alastair Bell represent
Vector’s majority shareholder Entrust and are therefore
not independent directors because of that association.
Directors are required to inform the board of all relevant
information which may affect their independence.
Only independent, non-executive directors are eligible
to be the board chair. The roles of board chair, audit
committee chair, risk and assurance committee chair,
people and remuneration committee chair and group
chief executive are each held by different people.
Ownership of Vector securities by directors is not a
requirement. Directors’ ownership interests are listed
on pages 114 and 116 of this annual report.
Director period of appointment
0-3 YEARS3-9 YEARS9 YEARS +
Number of
directors250
Board committees
There are four standing board committees: an audit
committee, a nominations committee, a people and
remuneration committee and a risk and assurance
committee. Members of each committee may be
recommended by the nominations committee and are
appointed by the board. Each committee has a written
charter that is approved by the board and sets out its
mandate. The charters are reviewed regularly (usually
biennially), with any proposed changes recommended
to the board for approval. All charters are available on
Vector’s website. The board may also form additional ad
hoc committees as needed and committees relating to
the electricity and gas asset management plans met
during the reporting period. The company secretary
has unfettered access to the chairs of the board and
the committees.
The members and chairs of each committee as at 30 June 2025:
COMMITTEEMEMBERS
Audit committeeAnne Urlwin (chair)
Alastair Bell
Paula Rebstock
Nominations committeeDoug McKay (chair)
Paula Rebstock
Paul Hutchison
People and remuneration committee Paula Rebstock (chair)
Alastair Bell
Bruce Turner
Risk and assurance committee*Bruce Turner (chair)
Paul Hutchison
Anne Urlwin
* Vaughan Busby was appointed to this committee after the reporting period, on 22 August 2025.
In addition to the committee members, the other directors have standing invitations to attend committee meetings.
The group chief executive, management and other guests are regularly invited by the relevant chair to attend board and
committee meetings also. Employees of Vector can only attend audit committee meetings by invitation.
29
Governance report

Attendance at meetings
Attendance records of board and committee meetings are provided in the table below.

COMMITTEEFULL BOARD
AUDIT
COMMITTEE
RISK AND
ASSURANCE
COMMITTEE
PEOPLE AND
REMUNERATION
COMMITTEE
NOMINATIONS
COMMITTEEAGM
TOTAL MEETINGS1364341
A Bell 13632***1
V Busby**1
B Hassall*21
P Hutchison 124***41***41
D McKay (chair) 136***4
†
3***41
P Rebstock 135
‡
1***341
B Turner 135***432***1
A Urlwin 1363
‡
1
†
2***1
* Retired 26 September 2024.
** Appointed 13 June 2025.
*** Director attending the committee meeting who is not a member of the committee.
† Director retired as a committee member, 24 October 2024.
‡ Director was appointed a committee member, 24 October 2024.
Note that full board meetings include ten board meetings and three ‘deep dive’ meetings.
Audit committee
The purpose of the audit committee is to assist the
board in fulfilling its responsibilities for the quality and
integrity of Vector’s external financial and climate-related
reporting, the independence and performance of the
external auditors, and effectiveness of the internal control
system for financial and climate-related reporting and
accounting records.
The audit committee provides a formal forum for
communication between the board and the external
auditors, ensures the independence of the external
auditors, has oversight of audit planning, reviews and
recommends audit fees, considers audit opinions and
evaluates the performance of the external auditors.
Oversight of the company’s external audit arrangements
to safeguard the integrity of financial reporting is the
responsibility of the audit committee. Included within the
audit committee’s responsibilities set out in its charter
is the requirement to ensure that audit independence is
maintained, both in fact and appearance.
The NZX Rules, NZX Code and the audit committee’s
charter require that the audit committee must comprise at
least three members, all being non-executive directors of
Vector, at least one of whom should be both independent
and have an adequate accounting or financial background,
and the majority of whom must be independent
as determined by the board. The chair must be an
independent director and cannot be the chair of the board.
Two members of Vector’s audit committee have specialist
financial skills and experience.
Risk and assurance committee
The purpose of the risk and assurance committee is to
assist the board in fulfilling its responsibilities to ensure
Vector manages its risks and compliance appropriately,
including through overseeing Vector’s risk management
framework and policies. The risk and assurance
committee charter requires this committee to comprise
at least three members, being directors of Vector, at least
two of whom must be independent.
People and remuneration committee
Vector has a people and remuneration committee as
discussed in the remuneration report on page 37.
Nominations committee
The purpose of the nominations committee is to
assist the board in fulfilling its responsibility to have
an efficient mechanism for the director selection,
appointment and retention practices of the company
(including coordinating director appointments with
Entrust, consistent with Entrust’s rights under Vector’s
constitution) and for the appointment and succession of
the group chief executive. All new directors enter into a
written agreement with Vector, which sets out the terms
of their appointment.
The NZX Code and the nominations committee’s charter
require that the nominations committee must comprise
at least three members, being directors of Vector, the
majority of whom should be independent directors.
Vector Annual Report 202530
Governance report

External auditor
The role of the external auditor is to audit the financial
statements of the company in accordance with applicable
auditing standards in New Zealand and to report on its
findings to the board and shareholders of the company.
While a policy of periodic rotation of external audit firm is
not mandated at Vector, the effectiveness, performance
and independence of the external auditor is reviewed
at least annually by the audit committee. The board,
after considering the recommendations of the audit
committee, considers and reviews the appointment of
external auditors. The board requires the rotation of the
key audit partner for the statutory audit after no more
than five years. The company’s external auditor is KPMG,
who has been Vector’s auditor since FY2003. Matt Diprose
has been the audit partner since FY2025 and Laura
Youdan has been the assurance partner since 2018. All
services provided by KPMG are considered on a case-by-
case basis by the audit committee to ensure there is no
actual or perceived threat to independence in accordance
with the external auditor independence policy. The audit
partner and assurance partner have provided the audit
committee with written confirmation that, in their view,
they were able to operate independently during the
year. KPMG has provided the board with the required
independence declaration for the financial year ended
30 June 2025. The audit committee has determined that
there are no matters that have affected the auditor’s
independence. The external auditor’s independence
policy also contains guidelines for what services (other
than the statutory audit role) the external auditor can
provide. It is the board’s policy that all non-audit services
proposed to be undertaken by the external auditor must
be pre-approved by the audit committee. The audit
committee considered and gave its approval for the
auditor to undertake certain non-audit-related matters.
Fees paid to KPMG are included in Note 8 of the notes
to the financial statements contained on page 73 of this
annual report. KPMG was paid $1.5 million for services in
the financial year to 30 June 2025. Of this sum, $1.4 million
was for audit-related services and $0.1 million was for non-
audit-related services. Non-audit-related work did not
exceed 25% of the amount paid for audit work. The auditor
is regularly invited to meet with the audit committee
including without management present.
The auditor has been invited to attend the annual
shareholders’ meeting and will be available to answer
questions about the audit process and the independence
of the auditor.
Risk management
Vector recognises that rigorous risk management is
essential for corporate stability, high performance and
the success of its strategic objectives and vision. To drive
sustainable growth and ensure operational resilience,
it is important to anticipate risks to its business while
capitalising on opportunities as they arise.
Vector’s enterprise risk management (ERM) framework
provides a purpose-built and flexible approach to the
application of risk management across Vector and
is consistent with the international risk management
standard ISO31000. Vector’s risk management
processes and tools are embedded within its business
operations to drive consistent, effective and accountable
decision-making.
Consistent with the ‘three lines model’, all Vector people
are responsible for applying Vector’s ERM framework
within their individual roles to proactively identify, analyse,
evaluate and treat risks. This risk mindset is promoted
through:
–The group risk function partnering with business
units to continue to enhance risk management at
operational, executive team and board levels
–Embedding of risk assessments and discussions
within key decision-making processes
–Continuous development through both internal and
external reviews.
Vector continues to review and mature its ERM
framework to reflect the evolving context within
which we work. The company engages external advisors
to assist in incorporating the latest developments in
risk management and to reflect the current operating
environment.
The board is responsible for ensuring that key strategic,
operational and financial risks are identified, and that
appropriate controls and procedures are in place to
manage those risks effectively. The risk and assurance
committee has overall responsibility for ensuring that
the company’s risk management framework and
processes are fit for purpose and effective, such that risks
are appropriately identified, considered and managed
against Vector’s objectives and strategic vision. Spanning
across Vector’s portfolio of businesses, Vector’s group risk
function is tasked with the ongoing development and
implementation of the ERM framework and risk processes.
In addition to monitoring the changing business
landscape and macro-economic trends, this function
works with Vector business units to facilitate smart risk-
based decision-making as well as risk analysis and the
evaluation of risk against Vector’s risk appetite. These
perspectives inform the development of the group key risk
profile which provides both the board and executive team
with a consolidated view of:
1) The strategically focused risks which could have
a significant impact on the long-term value and
sustainability of Vector’s business
2) The operational and financial risks which are assessed
and managed as part of meeting key business
objectives and maintaining operational resilience.
Vector’s group material risks are shown on page 32. Risks
1, 4, 5 and 6 include Vector’s risks in relation to the impacts
of climate change. Refer to Vector’s climate-related
disclosures report for information on its-related risks
and opportunities.
31
Governance report

Vector group’s material risks
1
Failure of the electricity network to adapt and
transition to changing demand in a way that achieves
affordability and efficient capital spend
2
Adverse or unanticipated government responses to
energy market failure and/or increased prices
3
Cyber security compromise
4
Adverse or unanticipated change to government policy
affecting the electricity or gas business, or legislative/
regulatory settings related to the Commerce Act 1986
(Part IV), Electricity Act 1992, Gas Act 1992, or Electricity
Industry Act 2010
5
External shock event, including natural disaster, major
weather events, pandemic and other external impacts
6
Adverse impacts, government responses and
unrealised opportunities from climate change
7
The rapid change and opportunity created from
utilising data and AI
8
Breach of SAIDI and SAIFI
9
Inability to develop, retain and recruit specialised talent
10
Serious harm or fatality event resulting from non-
performance of internal processes
11
Major/repeated disruption of electricity, gas and fibre
critical services through non-performance of internal
processes
12
Adverse mental health impacts that arise from
workplace factors
13
Failure to collect, protect or create value from
information and intellectual property
14
Reputational damage/adverse impacts on stakeholder
and customer confidence
15
Failure, poor performance and/or availability of critical
third parties (including service providers, suppliers and
partnerships)
16
Funding, liquidity, cash flow and credit risk because of
uncertain economic conditions and market risks
direct link to
Gas transition
Inability to efficiently manage peak
electricity load to avoid network
congestion
Energy platforms
Increase in extreme weather events
Refer to Vector’s climate-related disclosures report
Distributed energy resources
Climate-related risks
Climate-related opportunities
Vector Annual Report 202532
Governance report

Health and safety
Vector is committed to conducting its business activities
in such a way as to protect the health and safety of all
workers of Vector and its related companies, the public
and visitors in its work environment. Vector is committed
to continual and progressive improvement in its health
and safety performance. Page 16 of this annual report
contains Vector’s approach to performance in these areas,
including its proactive lead indicators and traditional lag
indicators of the Lost Time Injury Frequency Rate (LTIFR)
and the Total Recordable Injury Frequency Rate (TRIFR).
The board has delegated day-to-day responsibility for
the implementation of health and safety standards and
practices to management.
The board is committed to providing effective resources
and systems at all levels of the organisation to fulfil its
commitment to employees, customers, shareholders
and stakeholders.
Vector’s commitments and requirements for health and
safety are set out in the health and safety policy.
Internal audit
Vector’s business performance and internal audit function
is overseen by the risk and assurance committee, and
the audit committee, providing independent and
objective assurance on the effectiveness of governance,
risk management and internal controls across business
operations. The business performance and internal audit
team has unrestricted access to Vector’s businesses and
staff. The team liaises closely with KPMG, as Vector’s
external auditor, to share the outcomes of the internal
audit programme.
Ethical and responsible behaviour
Directors and employees are expected to act legally,
ethically, responsibly and with integrity in a manner
consistent with Vector’s policies, procedures and values.
The code of conduct and ethics covers a wide range of
areas and provides guidance regarding personal integrity,
business integrity, customers and society, people, and
assets and information. It outlines the responsibilities of
Vector’s people and explains the standards of conduct
and ethics. The code of conduct and ethics is highlighted
to new staff being inducted at Vector and is promoted
regularly within the company. The code of conduct and
ethics is generally reviewed every two years.
The procedure for advising the company of a suspected
breach is set out in the whistleblower policy. People at
Vector have a range of options to speak up if they notice
something that is not right, including raising a concern
with a relevant manager. Reporting can be in person, by
phone, email, post and online form and all options can be
done anonymously.
A comprehensive set of policies has been put in place to
assist directors, staff and contractors to act and make
decisions in an ethical and responsible manner.
The board has implemented formal procedures to handle
trading in Vector’s securities by directors and employees
of Vector in the securities trading policy, with approval
from the company secretary (on behalf of the company)
being required before trading can occur. The fundamental
rule in the policy is that trading with insider information is
prohibited at all times. The requirements of the policy are
separate from, and in addition to, the legal prohibitions on
insider trading in New Zealand. The policy provides that
shares may not be traded at any time by any individual
holding “material information” (as defined in the NZX
Rules). A blackout period prohibiting trading is imposed
for all directors, senior officers and certain other people
between the day before the half year and full year balance
dates and the first trading day after the release to NZX of
the financial results for that period.
Diversity and inclusion
The board’s commitment to creating and maintaining
both a diverse workforce and an inclusive workplace
for all employees is reflected in its diversity and
inclusion policy. A copy is available on Vector’s website
at vector.co.nz/investors/governance. A diversity,
inclusion and wellbeing council, made up of senior
management representatives, provides governance over
the implementation of the policy. Vector has dedicated
resources to drive the diversity, inclusion and wellbeing
programme of work.
The board is satisfied with the initiatives being
implemented by the Vector group and its performance
with respect to the diversity and inclusion policy.
Vector is committed to equitable pay and this does not
start and finish with gender; it also includes age and
ethnicity in the scope of annual pay equity reviews.
Remuneration at Vector is based on performance and
within this framework Vector makes adjustments when
appropriate to ensure equity across like-for-like roles.
This has become part of business as usual at Vector and
the company regularly monitors and adjusts salaries
across all three categories (gender, age, ethnicity) if any
gaps are identified. Vector reports its gender pay gap in
the remuneration report on page 42. Its overall diversity
and inclusion programme is focused on creating an
inclusive culture that attracts and retains talented people
from all parts of our communities. Vector has a continued
focus on performance and merit-based recruitment
and promotion.
33
Governance report

Gender statistics
Vector’s gender statistics are as follows:
AS AT 30 JUNE 2025AS AT 30 JUNE 2024
POSITIONFEMALEMALE
GENDER
DIVERSE
NOT
DISCLOSEDFEMALEMALE
GENDER
DIVERSE
Directors2 (28.6%)5 (71.4%)––2 (28.6%)5 (71.4%)–
Executive team1 (14.3%)6 (85.7%)––1 (14.3%)6 (85.7%)–
Direct reports to the executive team8 (20.0%)32 (80.0%)––9 (22.5%)31 (77.5%)–
Across the Vector group283 (35.4%)513 (64.1)–4 (0.50%)318 (32.6%)658 (67.4%)–
Investor engagement
Vector recognises the rights of shareholders as the owners
of the company and encourages their ongoing active
interest in the company’s affairs by:
–Communicating with them effectively
–Ensuring they have full access to information about
the company, including through the Vector website
–Conducting shareholder meetings in locations and
at times convenient to the majority of shareholders,
where possible
–Providing shareholders with adequate opportunity
to ask questions about, and comment upon, relevant
matters, and to question directly the external auditors
at shareholder meetings.
Vector’s board is committed to maintaining open and
transparent communications with investors and other
stakeholders and it supports a programme for two-way
engagement with shareholders, debt investors, the
media and the broader investment community. Annual
and interim reports, NZX releases, quarterly reports
on operational performance, governance policies and
charters and a wide variety of corporate information are
posted on Vector’s website. Vector conducts market
briefings in conjunction with the release of the annual
and interim financial results. Recordings of the briefings
are available on the annual reports page of the Investor
section of Vector’s website. Every shareholder is entitled
to receive a hard copy of each annual and interim report.
The company has a shareholder meetings page in
the Investors section of its website where documents
relating to meetings are available. Vector’s constitution
includes provisions relating to Entrust, Vector’s majority
shareholder. In addition, Vector and Entrust are parties to
a deed recording essential operating requirements, which
includes certain policy, consultation, pricing reporting and
the energy solutions programme obligations. A copy of
this deed is available on Entrust’s website.
The board is committed to reporting Vector’s financial and
non-financial information in an objective, balanced and
clear manner. The board takes an active role in overseeing
financial and non-financial reporting. The annual report
is an important document for communicating financial
reporting and also reports on strategic progress and
operational performance. It contains the financial
statements that are prepared to comply with generally
accepted accounting practice. The board contributes to
and reviews the annual report. Vector is committed to
transparent reporting of non-financial objectives, such as
environmental, social and governance factors.
The 2024 annual meeting was held as a hybrid meeting.
All shareholders had the opportunity to attend, participate
and vote either in person or online. Shareholders may raise
relevant matters for discussion at the annual shareholders’
meeting either in person or by emailing the company with
a question to be asked. Shareholders can also contact
the company to ask questions, or express views, about
matters affecting Vector. A dedicated email address
is available for shareholder/investor queries, which is:
investor@vector.co.nz. Contact details for Vector’s head
office are available on the website and at page 118 of this
annual report. Vector is committed to complying with
its obligations under the NZX Rules and the Companies
Act 1993, both of which contain specific requirements to
obtain shareholder approval for certain significant matters
affecting Vector. Where voting on a matter is required,
the board encourages investors to attend the meeting
or to send in a proxy vote. Notices of meeting are usually
available at least 20 working days prior to the meeting
on the shareholder meetings page in the Investors section
of Vector’s website. For the 2024 annual meeting, the
notice of meeting was made available and published on
the Vector website at least 20 working days before the
meeting.
Vector Annual Report 202534
Governance report

Continuous disclosure
The board is committed to:
–The provision of accurate, timely, orderly, consistent
and credible disclosure
–Compliance with the continuous disclosure
requirements of the Financial Markets Conduct Act
2013 and the NZX Rules.
The board supports the principle that high standards
of reporting and disclosure are essential for proper
accountability between the company and its investors,
employees and stakeholders. Vector achieves these
commitments, and the promotion of investor confidence,
by ensuring that trading in its securities takes place in
an efficient, competitive and informed market. Vector’s
continuous disclosure policy sets out protocols to facilitate
effective and compliant disclosure. Vector has also
established a management disclosure committee which
meets regularly to discuss continuous disclosure matters.
35
Governance report

Remuneration report
Dear Shareholders
As chair of Vector’s people and remuneration
committee, I am pleased to present our remuneration
report for the year ended 30 June 2025.
We continue to believe that Vector’s remuneration
framework supports the attraction, retention
and motivation of high-performing talent, while
aligning executive outcomes with company
strategy and shareholder and customer interests.
We have revised and introduced new internal
role bands with corresponding salary ranges.
All employees have visibility to their band level,
and we have continued to communicate our
banding methodology and embed these across
the company; otherwise, we have not made any
major changes over the past year.
A detailed overview of employee remuneration
is set out in the Remuneration approach section.
We have adopted NZX’s December 2023
remuneration reporting template recommendations
to further enhance the transparency and quality of
our remuneration disclosures. For 2025, we have
considered how we might continue to improve our
reporting and provided the additional information
in a number of areas:
–Details on the corporate short-term incentive
(STI) construct as part of the group chief
executive disclosure
–Details on the group chief executive’s
remuneration for FY2025
–Information on Vector’s gender pay gap and
gender pay equity.
Beyond remuneration, we introduced a
company-wide employee engagement survey in
October 2024. While we were pleased with the
overall results, we have used the commentary
and feedback to determine focus areas along
with comprehensive action plans, noting our
commitment to continuous improvement. We have
also focused on our talent pipeline, both internally
and externally. We have been building on our
strategic workforce planning to understand skills
and capabilities required in our critical operational
areas and align recruitment and development
programmes. In addition, we have focused on
critical roles and ensuring these positions have
comprehensive succession plans. Externally, we
are proactively building our talent pipeline and
developing strategic talent-based collaborations.
In the year ahead and beyond, Vector will consider
the extent to which we need to develop and build
upon our remuneration framework to meet new
work challenges, changing market and talent
environments, and diverging business needs.
We will continue our work to further simplify our
STI schemes – both in terms of the number of
constructs and number of key goals.
Dame Paula Rebstock
Chair, People and Remuneration Committee
22 August 2025
People and remuneration
committee chair letter
Vector Annual Report 202536
Remuneration report

Remuneration governance
The people and remuneration committee assists the
board in overseeing the performance and remuneration
of the group chief executive and executive team. It also
provides oversight of Vector’s broader people strategy,
culture and related policies.
The committee operates under a written charter, which is
available at vector.co.nz/investors/governance.
The majority of members are independent directors.
Other directors have a standing invitation to attend
committee meetings and management attends
committee meetings by invitation.
Attendance at committee meetings during the FY2025
period is shown on page 30.
NAMEDATE JOINED THE COMMITTEE
LENGTH OF MEMBERSHIP
TO 30 JUNE 2025DATE LEFT THE COMMITTEE
Paula Rebstock (chair)2 Dec 20195 years, 7 monthsN/A, current member
Alastair Bell2 Dec 20195 years, 7 monthsN/A, current member
Bruce Turner 1 Nov 20231 year, 8 monthsN/A, current member
Anne Urlwin* 1 Nov 20231 year24 Oct 2024
*
Anne Urlwin remains a director on the Vector board.
Key: Current committee member Committee member in the FY2025 period
External and independent advice
During the year, Vector engaged Pricewaterhouse
Coopers New Zealand (PwC NZ) to provide independent
advice on potential incentive scheme designs and their
implications. PwC also conducted market benchmarking
for directors, the group chief executive and executive
team remuneration. PwC did not provide any other
material services that would impact their independence
in relation to this advice.
Remuneration approach
Our remuneration framework is designed to attract
and retain high-performing individuals, support the
delivery of the company’s strategy and reward employees
appropriately. The framework is designed around four
guiding principles:
–Ensure Vector is competitively positioned in the New
Zealand employment market
–Reward high performance through pay, based on
results achieved and demonstrated behaviours and
competencies
–Reward achievement of strategic objectives and
increasing shareholder returns
–Ensure fairness and equity is applied across
remuneration decisions.
Our remuneration policy sets out our approach to
remuneration for all employees (including the group chief
executive and his direct reports). The remuneration policy
is available to view at vector.co.nz/investors/governance.
There were no material changes to Vector’s remuneration
strategy or policy in FY2025, except to combine our
employee and executive remuneration policies into one.
The group chief executive and executive team’s
remuneration consists of a base salary, standard
employee benefits and a short-term incentive (STI).
No long-term incentive (LTI) is currently offered.
Fixed remuneration
Fixed remuneration (not at risk) consists of base salary
and other benefits including KiwiSaver. Base salary is
reviewed each year in line with data from independent
remuneration specialists. Employees’ base salary is
based on a matrix of their own performance including
behaviours and their current position in their internal
remuneration band when compared to the market.
37
Remuneration report

Short-term incentives (STI)
Senior employees were invited to participate in the
FY2025 STI scheme. The FY2025 STI is an at-risk cash
incentive, calculated as a percentage of base salary
(target percentages ranging from 20% to 65%) depending
on the complexity and level of the role.
The purpose of the STI scheme is to reward behaviour
and outcomes that are considered important for Vector’s
shareholders and customers, and is measured against five
overarching goals: financial, customer, health and safety,
people, and climate change. Company performance goals
are set and reviewed annually by the board to align with
business and financial objectives. Targets and measures
may vary by business area; however, these are aligned
where appropriate.
In the FY2025 period, Vector had four distinct business
area STI constructs covering:
–Corporate
–Electricity and Gas
–HRV
–VTS.
The STI scheme is subject to financial (adjusted EBITDA)
and health and safety (no fatalities because of Vector’s
policies or processes) gates, as well as an individual
performance gate. All must be met before any payment
occurs. STI payments are determined following a review
of company performance and paid out at between 0%
and 113% for all eligible employees. As an example of how
the STI is calculated, an employee with a base salary of
$200,000 and an STI target of 20% may receive between
$0 and $45,200 (0% to 113% of their STI) depending, at
the board’s discretion, on the level of business unit and
company performance assuming the gates are met.
STI payments relating to the financial year ended 30 June
2025 are delivered as a taxable cash payment and are
payable on completion of the annual audited financial
statements. Payments relating to the 2025 financial year
are therefore paid in the 2026 financial year. The outcomes
of three of the four STI constructs are outlined below.
No payment calculations were undertaken for HRV, as
the financial gate was not achieved.
Corporate: FY2025 STI goals and results
GOALS
CORPORATE
METRIC% PAY-OUT
Financial Adjusted EBITDA (group)40.7%
CustomerCustomer satisfaction target32.5%
Health and safetyAggregate of three lag indicators (LTIFR*, TRIFR** and Severity Rate)7.5%
PeopleeNPS (shared services)0%
Climate changeDecarbonisation milestone targets10.5%
Total91.2%
* Lost Time Injury Frequency Rate
** Total Recordable Injury Frequency Rate
Electricity and Gas: FY2025 STI goals and results
GOALS
ELECTRICITY AND GAS
METRIC% PAY-OUT
Financial Adjusted EBITDA (business unit)40.9%
CustomerCustomer satisfaction target
Unplanned gas, SAIDI and SAIFI targets
32.5%
Health and safetyAggregate of three lag indicators (LTIFR*, TRIFR** and Severity Rate)7.5%
PeopleeNPS (business unit)0%
Climate changeDecarbonisation milestone targets10.5%
Total91.4%
* Lost Time Injury Frequency Rate
** Total Recordable Injury Frequency Rate
Vector Annual Report 202538
Remuneration report

VTS: FY2025 STI goals and results
GOALS
VTS
METRIC% PAY-OUT
Financial Key projects and cost management targets*
CustomerCustomer and service level agreement targets*
PeopleeNPS (business unit)*
Total*
The group chief executive and four executives are
measured on the corporate goals: the chief financial
officer, the chief legal and assurance officer, the chief
public policy and regulatory officer, and the chief
people and communications officer. The chief operating
officer (COO) of electricity, gas and fibre is measured in
accordance with the electricity and gas business area
goals and the COO of Vector Technology Solutions (VTS) in
accordance with the VTS business area goals. There is no
executive measured against the HRV business area goals.
Other remuneration
Vector has not provided a joining bonus to executives
in the last financial year. Vector does not provide
‘termination payments’ to outgoing executives, nor does it
provide retirement payments (if any at all) at greater rates
for executives than other staff members (if applicable).
* Pending board determination
39
Remuneration report

FIXED REMUNERATIONAT-RISK REMUNERATIONTOTAL REMUNERATION
EARNED IN RELATIONSALARY BENEFITS

SUBTOTALSTI
FY2025$1,609,137$0 $1,609,137$1,163,084$2,772,221
FY2024$1,554,722$0 $1,554,722$1,187,419$2,742,141
A description of the group chief executive’s at-risk remuneration for the performance period ending 30 June 2025
is set out below.
SCHEMEDESCRIPTIONPERFORMANCE MEASURES
PERCENTAGE OF
TARGET AWARDED
STICash STI is a
discretionary scheme
based on
achievement of KPIs
Corporate shared KPIs:
–40% adjusted EBITDA
–30% customer satisfaction
–10% health and safety lag indicators
–10% eNPS
–10% carbon reduction and resilience goals
59.28%
The group chief executive’s individual KPIs for the year
ending 30 June 2025 included key strategic initiatives
relating to Bluecurrent and succession planning.
13%
FY2026 group chief executive STI structure
The board has elected, in the interests of transparency, to disclose in advance the STI structure that applies for FY2026.
Given the current group chief executive is leaving at the end of December 2025, there are no individual KPIs for the year
ending 30 June 2026. In addition, the board retains its discretion to amend this STI structure in connection with the
appointment of a new group chief executive.
SCHEMEDESCRIPTIONPERFORMANCE MEASURES
STICash STI is a
discretionary scheme
based on
achievement of KPIs
Corporate shared KPIs:
–30% adjusted EBITDA
–40% customer satisfaction, SAIDI and SAIFI targets
–15% health and safety lag and lead indicators
–15% employee engagement targets
This year, we have met our 2030 emissions reduction target. As a result, no specific climate change measure has been
included in the FY2026 STI scheme. With the target achieved, our focus is now on maintaining these reductions while
advancing our broader Symphony objectives to support the energy transition. Management will also review Vector’s
climate resilience initiatives and broader climate-related activities to ensure continued alignment with evolving best
practices and stakeholder expectations.
specialists using relevant market peer benchmarks,
as is the case with the executive team and certain senior
leadership roles.
Group chief executive remuneration outcomes
The table below shows the amounts assessed as earned
in relation to a financial year but not paid in that same
financial year (as the assessment of the STI performance
is made after the balance date). For instance, the STI
earned for FY2024 was paid in FY2025 (September 2024).
The STI earned in relation to FY2025 is expected to be
paid in FY2026 (September 2025).
Group chief executive remuneration arrangements
Vector’s group chief executive is covered by
the remuneration policy that is available at
vector.co.nz/investors/governance.
The group chief executive’s total remuneration includes
fixed remuneration, and an annual at-risk STI. The STI is
based on the achievement of corporate key performance
indicators (KPIs) and individual performance objectives,
with a maximum opportunity of 78% of base salary. No
long-term incentive (LTI) plan was in place for the group
chief executive during FY2025.
The group chief executive’s base salary is reviewed
periodically by the board and by external remuneration
1. Benefits include KiwiSaver, life and income protection insurance, carpark provision, and home phone rental, tolls and internet expenses.
Vector Annual Report 202540
Remuneration report

REMUNERATION BANDGROUPCOMPANY
$100,001 - $110,000
6550
$110,001 - $120,0004535
$120,001 - $130,0004635
$130,001 - $140,0004233
$140,001 - $150,0004943
$150,001 - $160,0004134
$160,001 - $170,0003732
$170,001 - $180,0004841
$180,001 - $190,0002621
$190,001 - $200,0003226
$200,001 - $210,0001612
$210,001 - $220,0001010
$220,001 - $230,0001515
$230,001 - $240,00076
$240,001 - $250,0001514
$250,001 - $260,00055
$260,001 - $270,00011
$270,001 - $280,00032
$280,001 - $290,00033
$290,001 - $300,00044
$300,001 - $310,00011
$310,001 - $320,0001–
$320,001 - $330,00022
REMUNERATION BANDGROUPCOMPANY
$330,001 - $340,00011
$340,001 - $350,00044
$350,001 - $360,00044
$360,001 - $370,00044
$370,001 - $380,00011
$380,001 - $390,00011
$400,001 - $410,00011
$430,001 - $440,00011
$450,001 - $460,00022
$460,001 - $470,00011
$470,001 - $480,00022
$530,001 - $540,0001–
$570,001 - $580,0001–
$600,001 - $610,00011
$680,001 - $690,00011
$690,001 - $700,00011
$740,001 - $750,00011
$860,001 - $870,00011
$870,001 - $880,00011
$980,001 - $990,00011
$1,170,001 - $1,180,00011
$2,790,001 - $2,800,00011
547456
Group employees who earn over $100,000
The table below shows the number of employees and
former employees who received remuneration and other
benefits during FY2025 of at least $100,000 for the year
ended 30 June 2025. This includes 129 employees who are
no longer employed as a result of business divestments
and employee turnover.
The value of remuneration benefits analysed includes:
–Fixed remuneration including allowance/overtime
payments
–Employer KiwiSaver/superannuation contributions
–Short-term cash incentives relating to FY2024
–Relocation and other payments made at the start
of employment
–Redundancy and other payments made on
termination of employment.
The figures do not include amounts paid after 30 June
2025 that relate to the year ended 30 June 2025.
Table of employees who earn over $100,000
No employee of the group appointed as a director
of a subsidiary or associate company receives or
retains any remuneration or benefits as a director. The
remuneration and benefits of such employees, received
as employees, are included in the relevant bandings
disclosed above.
41
Remuneration report

Gender pay reporting
We are committed to fair and equitable pay practices,
and to building a workforce that reflects and includes
the diverse communities we serve across Aotearoa
New Zealand.
Understanding pay reporting
Pay reporting is broadly defined as:
Gender pay gap – identifies any difference in the
median (or average) hourly wages of men and women.
This is calculated using the following formula: (male
hourly rate – female hourly rate)/(male hourly rate)
Gender pay equity – equal pay for equal work – identifies
any difference in the median (or average) pay men and
women receive for the same or similar roles. This is
calculated using the following formula: (male PIR – female
PIR)/(male PIR), where PIR is base salary divided by the
midpoint of the relevant internal salary range.
Vector’s pay reporting
We recognise and respect that gender is not binary.
For this reporting, we have calculated our gender pay
equity and pay gap only as the difference between those
that identify as women and men.
As at May 2025, the median gender pay gap is 15.86%,
meaning woman earn $0.84 for every dollar earned
CAREER LEVEL
WORKFORCE DEMOGRAPHICGENDER PAY REPORTING
FEMALE POPULATIONMALE POPULATIONMEDIAN PAY GAPMEDIAN PAY EQUITY
Management/executive 24.80%75.20%7.60%-0.40%
Specialist33.71%66.29%3.56%2.38%
Support 68.04%31.96%5.10%-1.32%
by men. At Vector, the context behind our gender
pay gap figure is that more senior technical roles and
managerial roles are currently held by men, which is
common across the energy and utilities sectors. In
addition, higher salaries are sometimes commanded
for a specific skillset or talent shortages in some areas,
many of which are male-dominated. The increase in the
median pay gap since 2024 is primarily due to the sale
of Ongas, which had a predominately male workforce
in lower-paid roles.
Our median gender pay equity gap as at May 2025 is
1.04%. We assess all roles at Vector based on the skills
and competencies required for the role and then use
market data to apply an appropriate remuneration range
for each position. Roles are grouped into salary bands,
which cluster similar-sized roles together. The slight
increase in our median pay equity gap is also primarily
due to the sale of Ongas.
Each year, as part of our annual remuneration review,
we analyse all our data to ensure that we are maintaining
our commitment to gender pay equity, and make
adjustments if required. The table below details Vector’s
workforce demographic and gender pay gap and pay
equity as at May 2025.
Vector Annual Report 202542
Remuneration report

Directors’ remuneration
When determining the fees for non-executive directors,
the board considers the market, Vector’s remuneration
practices compared to similar companies, the
competitiveness of the prevailing levels of remuneration
and our ability to meet the primary remuneration
policy objective of attracting and retaining high-quality
directors, and any changes in directors’ workloads.
A copy of Vector’s director remuneration policy is available
at vector.co.nz/investors/governance.
Director remuneration is reviewed by the board from time
to time and normally biennially.
Fee structure
The total non-executive director remuneration pool
available to directors (in their capacity as such) in the
year ended 30 June 2025 was fixed at our 2022 annual
shareholders’ meeting at $1,087,020.
The current fees by role are summarised in the following
table. The board allocates the total annual fee pool on
a consistent basis among the directors via a base fee
plus specified fees for each of the committee chair and
member roles held (excluding the board chair). Directors
are entitled to be reimbursed for reasonable incidental
costs associated with carrying out their duties and
professional development costs may also be paid by
Vector on a case-by-case basis. Non-executive directors
do not participate in any incentive or performance-based
remuneration schemes.
The board reserves the discretion to reallocate the total
annual fee pool, by resolution of the board, should the
board need to reconstitute the number of committees or
number of members on each committee.
GOVERNANCE BODYCHAIR PER ANNUMMEMBER PER ANNUM
Board$214,000*$107,000
Audit committee$27,000$15,000
Risk and assurance committee$27,000$15,000
People and remuneration committee$20,000$10,000
Pool for additional attendances$17,020
* The board chair is not paid additional fees as chair or member of the audit committee, risk and assurance committee or people and remuneration committee.
Actual payments
Fees payable to Vector’s directors for the 2025 financial year were as follows:
DIRECTORSFEE ($)
Doug McKay$214,000.00
Alastair Bell$132,000.00
Vaughan Busby*$0
Bruce Hassell**

$34,250.00
Paul Hutchison$122,000.00
Paula Rebstock$137,000.00
Bruce Turner$144,000.00
Anne Urlwin***

$147,333.33
* Appointed on 13 June 2025; no fees have been paid in the 2025 financial year.
** Resigned on 26 September 2024.
*** Stepped down from the people and remuneration committee on 24 October 2024.
Fee structure from 1 July 2025
At the date of this annual report, a market review of director fees has been carried out by PwC NZ for the board and
an increase to the fee pool (last increased in 2022) will be sought at the forthcoming annual shareholders’ meeting
in September.
43
Remuneration report

Who
we are
Who we are
44
Vector Annual Report 2025
Who we are

Who we are
45
Who we are

Our board
Dr Paul Hutchison
MB, ChB, FRCOG, FACOG, Dip Com Health, Member of Institute of Directors
NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
―
Appointed on 8 December 2021
Dr Paul Hutchison was elected to the AECT (now Entrust) in 2015. He is a clinician at Local
Doctors (formerly East Tamaki Healthcare), a former member of the New Zealand Medical
Council as well as director of a number of companies and a member of the Institute of
Directors. Paul was the MP for Port Waikato, then Hūnua from 1999 to 2014. He chaired the
Health Select Committee from 2008 to 2014 and was awarded the NZ Medical Association’s
award for outstanding contribution to health services in 2014. Paul was appointed as
Honorary Consul Papua New Guinea in 2022. His other interests include science and
innovation, sport, music and fishing and he enjoys spending time with his family.
Alastair Bell
BCom, CA, CMInstD, PMP, JP
NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
―
Appointed on 23 September 2019
Alastair Bell is a chartered accountant, chartered director and qualified member of the
Project Management Institute. He has more than 30 years’ experience in the corporate,
public and not-for-profit sectors. Alastair balances his professional life between board
roles and leading a consultancy specialising in business and investment projects. He is an
elected Trustee of Entrust, chairing the Entrust board’s Regulation and Policy Committee.
Alastair chairs the Ōrākei Community Association. Formerly, he was deputy chair of
Foundation North and a trustee of the Motutapu Restoration Trust.
Vaughan Busby
MBA, BPharm
INDEPENDENT NON-EXECUTIVE DIRECTOR
―
Appointed on 13 June 2025
Vaughan Busby is an experienced energy and infrastructure leader, bringing over 20
years of expertise to the board. He currently serves as a non-executive director for Energy
Queensland (the largest electricity distribution business in Australia) and Netlogix Australia
and is the chair of Australian entity SFV (an energy infrastructure financing company).
Previously, Vaughan was the chair of ASX-listed SciDev and has held directorships at
EnergyCo NSW, ASX-listed Energy One, Ergon Energy, Morrison and Infratil Energy
Australia.
Doug McKay
ONZM, BA, AMP (Harvard) CFInstD
INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHAIR
―
Appointed on 29 September 2022
Doug McKay has over 35 years’ commercial and operational experience and a deep
understanding of New Zealand and Australian markets having held managing director and
chief executive positions with Lion Nathan, Carter Holt Harvey, Goodman Fielder, Sealord,
Independent Liquor and Procter & Gamble. He was the inaugural chief executive of the
amalgamated Auckland Council from May 2010 to December 2013 and a former director of
Bank of New Zealand (chair), Trustee (chair) of the Eden Park Trust Board, Fletcher Building
Limited, Genesis Energy Limited, National Australia Bank Limited and Ryman Healthcare
Limited. In 2015, Doug was made an Officer of the New Zealand Order of Merit for services
to business and local government. He currently holds directorships with Delegat Group
and IAG New Zealand.
Vector Annual Report 202546
Our board

Bruce Turner
BE (Hons), ME, BCom
INDEPENDENT NON-EXECUTIVE DIRECTOR
―
Appointed on 16 April 2019
Bruce Turner is a highly experienced senior executive with deep experience across the dairy
and energy sectors, both in New Zealand and internationally. Working in the energy industry
for more than 30 years, he was extensively involved in the development of the energy
industries in New Zealand, Singapore and Europe. Bruce was a member of the New Zealand
Electricity Market (NZEM) despatch rules working group, the NZEM Rules Committee, the
MARIA governance board and the Electricity Authority’s Security and Reliability Council. This
deep understanding of the sector is invaluable as Vector, and the energy industry, navigates
the challenges of climate change and increasing demand for clean electricity supply. As
well as the Vector board, his governance experience includes joint venture boards for both
Mercury and Fonterra. Bruce is a director of GlobalDairyTrade Holdings Limited and an
advisory board member at the University of Colorado’s JP Morgan Center for Commodities.
Anne Urlwin
BCom, FCA, CFInstD, MAICD, ACIS, FNZIM, ONZM
INDEPENDENT NON-EXECUTIVE DIRECTOR
―
Appointed on 1 September 2021
Anne Urlwin is a professional director with experience in a diverse range of sectors
including construction, property development, health, infrastructure, telecommunications,
renewable energy, regulation and financial services. Her current governance roles
include chair of Precinct Properties New Zealand, and directorships of Infratil, Ventia
Services Group and City Rail Link. Anne is a former director of Summerset Group Holding,
Queenstown Airport Corporation, Tilt Renewables, Chorus, and Meridian Energy, and
a former chair of national commercial construction group Naylor Love Enterprises and
the New Zealand Blood Service. She is a chartered accountant with experience in senior
finance management roles. Anne was made an Officer of the New Zealand Order of Merit
in 2022 for services to business.
Dame Paula Rebstock
BSc (Econ), Dip & MSc (Econ)
INDEPENDENT NON-EXECUTIVE DIRECTOR
―
Appointed on 16 April 2019
Dame Paula Rebstock is a leading Auckland-based economist and company director,
who was made a Dame Companion of the New Zealand Order of Merit in 2015. She is chair
of NZ Healthcare Investments (Awanui), National Hauora Coalition, and Deputy Chair of
AIA and the NZX, and a director of Bluecurrent Group, SeaLink Group and Auckland One
Rail, and she retired her directorship (chair) of Ngāti Whātua Ōrākei Whai Maia in July 2025.
Dame Paula is the former chair of the New Zealand Commerce Commission.
47
Our board

Our management team
Shailesh Manga
BTech, Optoelectronics (Hons)
CHIEF OPERATING OFFICER OF VECTOR TECHNOLOGY SOLUTIONS (VTS)
―
Shailesh Manga is responsible for leading the growth of the VTS business. Specifically,
he is charged with building relationships with key global partners to co-develop digital
platforms critical to a new energy future. Shailesh has a strong focus on local and global
customer opportunities to increase revenue and deliver key aspects of our business
strategy. His experience is unique and vast, having worked both locally and globally in
the fields of physics, telecommunications, user experience and innovation. In his last role,
Shailesh delivered innovative experiences for some of the world’s largest brands including
Google, Microsoft, Samsung, and LG.
Jason Hollingworth
MCom (Hons), FCA, CMInstD
CHIEF FINANCIAL OFFICER
―
Jason Hollingworth joined Vector as chief financial officer in May 2019. He has over 30 years’
experience in a range of senior corporate finance roles including being CFO of public
listed pay television company Sky TV, CFO of telecommunications company TelstraClear,
investment manager for the diversified investment company Ngāi Tahu Holdings,
executive director at Asian private power development company AsiaPower and a director
of corporate advisory firm Southpac Corporation. Jason has a Master of Commerce degree,
is a Fellow of the Institute of Chartered Accountants ANZ and a member of the Institute
of Directors.
Simon Mackenzie
Grad DipBS (Dist), DipFin, NZCE
GROUP CHIEF EXECUTIVE
―
Simon Mackenzie is passionate about the power of technology to transform the energy
industry and consumers’ lives. As group chief executive, he has expanded and driven
Vector’s portfolio of businesses to embrace innovative technologies and strategies to
deliver efficient, sustainable energy solutions to consumers. Simon was appointed Vector’s
group chief executive in 2008. His tertiary qualifications include engineering, finance and
business studies, and the Advanced Management Programme at the Wharton School,
University of Pennsylvania.
John Rodger
LLB, BA
CHIEF LEGAL AND ASSURANCE OFFICER AND COMPANY SECRETARY
―
John Rodger is Vector’s chief legal and assurance officer and company secretary.
He is responsible for Vector’s legal, corporate governance, health and safety, business
performance, internal audit, risk, compliance, privacy, government relations, and
property functions. John joined Vector in 2006 and has extensive experience of
Vector’s businesses and operations. He has worked across a range of sectors including
energy, telecommunications and financial services and previously held legal roles in
major corporates and professional services firms in London, the Cayman Islands and
New Zealand.
Vector Annual Report 202548
Our management team

Mark Toner
LLB (Hons), BCom
CHIEF PUBLIC POLICY AND REGULATORY OFFICER
―
With over 25 years’ experience across a range of sectors including energy,
telecommunications, aviation and technology, Mark Toner has consistently navigated
market, regulatory and policy changes across industries in disruption. Responsible for
leading the group’s regulatory, public policy, decarbonisation and data insights and
analytics functions, he combines strong stakeholder engagement and reputation
management expertise with his commercial and legal background to drive Vector’s
vision of creating a new energy future. Mark is a past recipient of the New Zealand Prime
Minister’s Business Scholarship and in 2018 completed an Advanced Management
Programme at MIT in Boston.
Peter Ryan
BE
CHIEF OPERATING OFFICER ELECTRICITY, GAS AND FIBRE
―
Peter Ryan leads the strategic and digital operations of Vector’s electricity, gas, and fibre
network businesses, with a clear focus on delivering exceptional outcomes for customers.
With two decades of international experience in the telecommunications and energy
sectors, he has successfully led engineering, field, and customer operations teams to
enhance service delivery and network reliability. Peter’s leadership has consistently
prioritised customer needs – ensuring the deployment, maintenance, and performance of
critical infrastructure aligns with evolving expectations.
Before joining Vector, he served as Chief Network Officer at NBNCo Australia, where he
played a pivotal role in the successful roll-out and operation of the national broadband
network, significantly improving broadband access for millions of Australians. He brings
deep expertise in operations management and performance transformation, along with
a proven ability to integrate technical, operational and commercial strategies to drive
customer-centric innovation and business success.
Sarah Williams
BA, Cert. Journalism
CHIEF PEOPLE AND COMMUNICATIONS OFFICER
―
Sarah Williams leads Vector Group’s people, marketing and communications business
units. Along with her teams, she is responsible for planning and delivering strategies
across these three disciplines. Sarah is a senior leader with 30 years’ experience, and has
had a range of leadership roles at an executive and board level spanning public relations
and human resources remits. She joined Vector from Porter Novelli, a public relations
and marketing agency, where she held the position of Managing Director. Her experience
encompasses crisis management, reputation and stakeholder engagement, workforce
planning, wellbeing and people development. In 2019, Sarah was inducted into the College
of Fellows of the Public Relations Institute of New Zealand in recognition of her significant
contribution to the industry and high levels of competence.
49
Our management team

Entrust, majority
shareholder of Vector
More than 300 undergrounding projects have been
completed since the programme began, in central,
east and south Auckland.
Energy consumer trust Entrust was formed over 30 years ago to ensure that
stewardship across Auckland’s electricity network remains in the hands of Aucklanders.
Entrust acts in the interests of its 368,000 (as at 2025 roll date) families and businesses
in central, east and south Auckland. Entrust protects the $2.8 billion investment in
Vector through its role in the appointment of directors to Vector’s board and requiring
regular audit of the state of the network.
Here for the community
Entrust is proud of the work it has undertaken for its
beneficiaries and all Aucklanders.
Passing on a share of Vector’s profits to
beneficiaries
Vector’s growth and operating performance enables
Entrust to distribute an annual dividend to beneficiaries
through its 75.1% stake in Vector.
Advocacy on behalf of energy consumers
Entrust regularly advocates on behalf of energy
consumers on important matters. Submissions are
available on Entrust’s website, entrustnz.co.nz.
Enabling projects with direct benefit
Entrust has an agreement with Vector that requires
an average of $12.5 million to be invested in projects in
the Entrust district of central, east and south Auckland
every year.
In the year to 30 June 2025, key undergrounding projects
have been undertaken in St Heliers, Beachlands, Newell
Street (Pt Chevalier) and Hauraki Road (Waiheke),
with further resident-initiated projects undertaken in
Lawrence Street (Herne Bay), Campbell Road (Maraetai)
and Melford Street (St Mary’s Bay).
In September 2024, each of Entrust’s 365,000
beneficiaries was eligible to receive a $350 dividend – that’s
more than $125 million going into the Auckland economy.
Entrust Trustees are (left to right):
Alastair Bell, Rachel Adams Langton, Denise Lee (Chair), Angus Ogilvie and Dr Paul Hutchison.
Vector Annual Report 202550
Entrust, majority shareholder of Vector

Other
disclosures
Other disclosures
51

Operating
statistics
YEAR ENDED 30 JUNE20252024
ELECTRICITY
Customers
1, 4
632,106624,330
New connections12,54815,959
Net movement in customers
2
7,77611,421
Volume distributed (GWh)8,6348,754
SAIDI (minutes)
3
Normal operations – unplanned76.698.4
Normal operations – planned49.255.8
Major network events16.314.1
Total142.1168.3
GAS DISTRIBUTION
Customers
1,4
120,621120,354
New connections1,2961,934
Net movement in customers2267723
Volume distributed (PJ)11.913.0
1 As at 30 June.
2. Net number of customers added during the period, includes disconnected, reconnected and decommissioned installation control points (ICPs).
3. SAIDI minutes for the regulatory year ended 31 March (audited).
4 Billable ICPs.
Vector Annual Report 202552
Operating statistics

Five-year financial
performance
YEAR ENDED 30 JUNE ($ MILLION)20252024202320222021
PROFIT OR LOSS
Total revenue – continuing operations
1
1,104.01,013.0963.9902.9844.6
Adjusted EBITDA – continuing operations
1
401.1345.3311.0316.8316.8
Depreciation and amortisation – continuing
operations
1
(231.4)(218.3)(193.7)(182.8)(168.2)
Adjusted EBIT – continuing operations
1
169.7127.0117.3134.0148.6
Net profit – continuing operations
1
154.775.6101.5137.3131.5
Total revenue – discontinued operations79.2228.6487.2436.1434.7
Adjusted EBITDA – discontinued operations12.936.5212.3193.2196.7
Depreciation and amortisation – discontinued
operations(1.6)(12.5)(64.4)(107.0)(101.9)
Adjusted EBIT – discontinued operations11.323.9147.986.294.8
Net profit – including discontinued
operations
2
167.791.01,715.8160.9194.6
BALANCE SHEET
Total equity3,600.93,776.73,958.02,430.12,335.4
Total assets6,922.37,125.67,527.66,812.26,519.5
Economic net debt
3
2,148.32,128.61,933.13,296.83,110.6
CASH FLOW
Operating cash flow515.2445.1517.1518.8499.1
Capital expenditure(474.9)(488.7)(639.0)(558.8)(516.2)
Dividends paid(268.7)(234.9)(169.9)(169.1)(165.8)
KEY FINANCIAL MEASURES
Adjusted EBITDA/total revenue
1
36.3%34.1%32.3%35.1%37.5%
Adjusted EBIT/total revenue
1
15.4%12.5%12.2%14.8%17.6%
Equity/total assets52.0%53.0%52.6%35.7%35.8%
Return on assets (adjusted EBITDA/assets)
1
5.8%4.8%4.1%4.6%4.9%
Gearing
4
37.3%36.2%33.1%58.2%56.8%
Net interest cover (adjusted EBIT/net interest
costs) (times)2.52.91.82.12.2
Earnings (NPAT) per share (cents)16.78.9171.515.919.3
Dividends declared, cents per share25.0024.0022.2516.7516.75
1. Excludes contribution from gas trading businesses (sold in year ended 30 June 2025) and the metering business (sold on 30 June 2023) for all periods presented.
2. One-off items included in total net profit: FY2025 includes a $37 million non-cash impairment, FY2024 includes a $60.6 million non-cash impairment.
FY2023 includes a $1,509.9 million gain on the 50% sale of the metering operations. FY2022 includes a $40.2 million non-cash impairment.
3. Economic net debt is borrowings and lease liabilities net of cash and cash equivalents and deposits.
4. Gearing is defined as economic net debt to economic net debt plus adjusted equity. Adjusted equity means total equity adjusted for hedge reserves.
53
Five-year financial performance

ADJUSTED EBITDA
$ MILLION

ELECTRICITY DISTRIBUTION

GAS DISTRIBUTION

OTHER

DISCONTINUED
OPERATIONS – GAS TRADING

DISCONTINUED
OPERATIONS – NATURAL GAS

DISCONTINUED
OPERATIONS – METERING

TOTAL GROUP

TOTAL CONTINUING
OPERATIONS
0
100
200
300
400
500
600
FY2025FY2024FY2023FY2022FY2021
513.5 509.9
523.3
381.8
414.0
316.8
316.8
311.0
345.3
401.1

ELECTRICITY DISTRIBUTION

GAS DISTRIBUTION

OTHER
1


DISCONTINUED OPERATIONS – GAS TRADING

DISCONTINUED OPERATIONS – NATURAL GAS

DISCONTINUED OPERATIONS – METERING

TOTAL GROUP

TOTAL CONTINUING OPERATIONS
REVENUE
$ MILLION
0
300
600
900
1200
1500
FY2025FY2024FY2023FY2022FY2021
844.6
1,279.3
902.9
1,339.0
963.9
1,451.1
1,013.0
1,104.0
1,241.6
1,183.2
1. Includes eliminations of transactions between
segments, and with discontinued operations.
OPERATING CASH FLOWS
$ MILLION
0
50
100
150
200
250
300
350
400
450
500
550
FY25FY24FY23FY22FY21
499.1
518.8
517.1
445.1
515.2
4.0%
0.6%
4.0%
91.4%
F
Y
2
0
2
5
F
Y
2
0
2
4
2.1%
89.6%
4.4%
3.9%
CAPITAL EXPENDITURE

ELECTRICITY DISTRIBUTION

GAS DISTRIBUTION

OTHER

DISCONTINUED OPERATIONS – GAS TRADING
62.7%
37.3%
F
Y
2
0
2
5
F
Y
2
0
2
4
36.2%63.8%

ECONOMIC NET DEBT

ADJUSTED EQUITY
SOURCE OF FUNDING – GEARING
AS AT 30 JUNE
Vector Annual Report 202554
Other disclosures

Non-GAAP financial
information
Vector’s standard profit measure
prepared under New Zealand
Generally Accepted Accounting
Practice (GAAP) is net profit.
Vector has used non-GAAP profit
measures when discussing financial
performance in this document.
The directors and management
believe that these measures
provide useful information as they
are used internally to evaluate the
performance of business units, to
establish operational goals and
to allocate resources. For a more
comprehensive discussion on the use
of non-GAAP profit measures, please
refer to the policy ‘Reporting non-
GAAP profit measures’ available on
our website (vector.co.nz).
Non-GAAP profit measures are
not prepared in accordance with
New Zealand International Reporting
Standards (NZ IFRS) and are not
uniformly defined; therefore,
the non-GAAP profit measures
reported in this document may
not be comparable with those
that other companies report and
should not be viewed in isolation
from or considered as a substitute
for measures reported by Vector in
accordance with NZ IFRS.
Definitions:
EBITDA
Earnings before interest, taxation,
depreciation, amortisation,
impairment, associates and fair
value changes.
Adjusted EBITDA
EBITDA adjusted for customer
contributions, and significant one-
off gains, losses, revenues and/or
expenses.
20252024
YEAR ENDED 30 JUNE ($ MILLION)
Segment adjusted EBITDA
SEGMENT
EBITDA
LESS CAPITAL
CONTRIBUTIONS
SEGMENT
ADJUSTED
EBITDA
SEGMENT
EBITDA
LESS CAPITAL
CONTRIBUTIONS
AND OTHER
MOVEMENTS
SEGMENT
ADJUSTED
EBITDA
Electricity distribution547.8 (195.9)351.9 478.3 (183.2)295.1
Gas distribution60.0 (13.3)46.7 55.5 (10.7)44.8
Total reported segments607.8 (209.2)398.6 533.8 (193.9)339.9
Other3.8 (1.3)2.5 6.8 (1.4)5.4
Total – continuing operations611.6 (210.5)401.1 540.6 (195.3)345.3
Discontinued operations –
gas trading12.9 – 12.9 19.9 – 19.9
Discontinued operations –
natural gas– – – 16.6 – 16.6
Total discontinued operations12.9 – 12.9 36.5 – 36.5
Total group624.5 (210.5)414.0 577.1 (195.3)381.8
GAAP to Non-GAAP reconciliation
YEAR ENDED 30 JUNE ($ MILLION)
Group EBITDA and adjusted EBITDA20252024
Reported net profit for the period (GAAP) – continuing operations154.7 75.6
Add back: net interest costs72.4 52.1
Add back: tax (benefit)/expense86.5 97.7
Add back: depreciation and amortisation231.4 218.3
Add back: impairment37.0 60.0
Add back: associates (share of net (profit)/loss)21.1 24.9
Add back: fair value changes on financial instruments8.5 12.0
EBITDA611.6 540.6
Adjusted for:
Capital contributions(210.5)(195.3)
Adjusted EBITDA – continuing operations401.1 345.3
Adjusted EBITDA – discontinued operations12.9 36.5
Total group adjusted EBITDA414.0 381.8
55
Non-GAAP financial information

Financials
Vector Annual Report 202556

CONTENTS
Financial Statements
Profit or Loss 58
Other Comprehensive Income 59
Balance Sheet 60
Cash Flows 61
Changes in Equity 62
Notes to the Financial Statements 63
Independent Auditor’s Report 104
Financial Statements
2025 FINANCIAL STATEMENTS
These financial statements for the year ended 30 June 2025 are dated 22 August
2025, and signed for and on behalf of Vector Limited by:
Chair 22 August 2025
Chair, audit committee 22 August 2025
And management of Vector Limited by:
Group Chief Executive 22 August 2025
Chief Financial Officer 22 August 2025
57
Financial statements

Profit or Loss
for the year ended 30 June
NOTE
2025
$M
2024
$M
Continuing operations
1
:
Revenue71,104.01,013.0
Operating expenses8(492.4)(472.4)
Depreciation and amortisation(231.4)(218.3)
Interest income925.651.7
Interest costs 10(98.0)(103.8)
Impairment of goodwill14(37.0)(60.0)
Fair value change on financial instruments24.2(8.5)(12.0)
Share of net profit/(loss) in joint ventures17.1(21.1)(24.9)
Profit/(loss) before income tax241.2173.3
Income tax benefit/(expense)18(86.5)(97.7)
Net profit/(loss) for the period from continuing operations154.775.6
Net profit/(loss) for the period from discontinued operations5, 613.015.4
Net profit/(loss) for the period 167.791.0
Net profit/(loss) for the period attributable to
Owners of the parent – continuing operations154.775.6
Owners of the parent – discontinued operations11.813.0
Non-controlling interests – discontinued operations1.22.4
Basic and diluted earnings per share (cents)
Continuing operations27.315.57.6
Discontinued operations27.31.21.3
Total16.78.9
1 The comparative information is restated due to discontinued operations. Refer to notes 5 and 6.
Vector Annual Report 202558
Financial statements

Other Comprehensive Income
for the year ended 30 June
NOTE
2025
$M
2024
$M
Net profit/(loss) for the period167.791.0
Other comprehensive income net of tax – continuing operations
Items that may be re-classified subsequently to profit or loss:
Net change in fair value of hedge reserves24.3(37.4)(29.5)
Translation of foreign operations(2.3)(1.5)
Items that will not be re-classified subsequently to profit or loss:
Share of other comprehensive income of joint ventures17.1(19.9)1.9
Fair value change on financial asset–(8.3)
Other comprehensive income for the period net of tax – continuing operations(59.6)(37.4)
Total comprehensive income for the period net of tax108.153.6
Total comprehensive income for the period attributable to
Owners of the parent – continuing operations95.138.2
Owners of the parent – discontinued operations11.813.0
Non-controlling interests – discontinued operations1.22.4
59
Financial statements

Balance Sheet
as at 30 June
NOTE
2025
$M
2024
$M
CURRENT ASSETS
Cash and cash equivalents1123.377.4
Short-term deposits11–27.2
Trade and other receivables13100.9100.0
Contract assets92.597.7
Derivatives242.53.2
Inventories11.526.4
Contingent consideration128.112.4
Intangible assets–7.6
Income tax1819.620.2
Disposal group held for sale6–9.7
Total current assets258.4381.8
NON-CURRENT ASSETS
Receivables134.41.0
Derivatives2463.883.2
Contingent consideration1220.029.9
Investment in joint venture17.1605.5684.2
Investment in private equity–0.5
Intangible assets141,051.91,132.1
Property, plant and equipment (PPE)154,807.94,667.2
Right of use assets (ROU)16.141.358.3
Income tax1869.085.3
Deferred tax190.12.1
Total non-current assets6,663.96,743.8
Total asset s6,922.37,125.6
CURRENT LIABILITIES
Trade and other payables20206.4223.1
Provisions210.92.3
Borrowings23–249.5
Derivatives240.30.5
Contract liabilities 52.673.9
Lease liabilities16.26.07.1
Income tax18–0.7
Total current liabilities266.2557.1
NON-CURRENT LIABILITIES
Provisions21–7.1
Borrowings232,049.11,789.0
Derivatives24143.6165.7
Contract liabilities2.96.8
Lease liabilities16.245.561.0
Deferred tax 19814.1762.2
Total non-current liabilities3,055.22,791.8
Total liabilities3,321.43,348.9
EQUITY
Equity attributable to owners of the parent3,600.93,761.5
Non-controlling interests in subsidiaries–15.2
Total equity3,600.93,776.7
Total equity and liabilities6,922.37,125.6
Net tangible assets per share (cents)27.3254.9262.2
Gearing ratio (%)27.337.336.2
Vector Annual Report 202560
Financial statements

Cash Flows
for the year ended 30 June
NOTE
2025
$M
2024
$M
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers973.11,053.1
Customer contributions received190.0179.3
Interest received 24.433.5
Payments to suppliers and employees(566.5)(704.6)
Interest paid(103.1)(111.4)
Income tax paid (2.7)(4.8)
Net cash flows from/(used in) operating activities26.1515.2445.1
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of PPE and software intangibles0.42.7
Purchase and construction of PPE (443.7)(464.7)
Purchase and development of software intangibles(31.2)(24.0)
Proceeds from contingent consideration1210.811.4
Proceeds from sale of discontinued operations5,6158.0–
Cash balance disposed in sale of discontinued operations6(5.6)–
Repayments of loans advanced36.295.6
Proceeds from sale of investment in associate–1.4
Other investing cash flows0.7(15.4)
Net cash flows from/(used in) investing activities(274.4)(393.0)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings3260.015.0
Repayments of borrowings3(305.0)(255.0)
Dividends paid 3(268.7)(234.9)
Lease liabilities payments(8.4)(9.6)
Net cash flows from/(used in) financing activities(322.1)(484.5)
Net increase/(decrease) in cash and cash equivalents(81.3)(432.4)
Cash and cash equivalents at beginning of the period104.6537.0
Cash and cash equivalents at end of the period23.3104.6
Cash and cash equivalents comprise:
Bank balances and on-call deposits23.377.4
Short-term deposits –27.2
23.3104.6
Discontinued operations
The cash flows above reflect the entire Vector group cash flows for the year ended 30 June 2025. Refer to note 6 for separately
disclosed cash flows from discontinued operations. Comparative information also includes cash flows from discontinued
operations from Vector’s natural gas and gas trading businesses, refer to notes 5 and 6 for more information.
61
Financial statements

Changes in Equity
for the year ended 30 June
NOTE
ISSUED
SHARE
CAPITAL
W$M
TREASURY
SHARES
$M
HEDGE
RESERVES
$M
OTHER
RESERVES
$M
RETAINED
EARNINGS
$M
NON-
CONTROLLING
INTERESTS
$M
TOTAL
EQUITY
$M
Balance at 30 June 2023880.0(0.1)55.7(5.0)3,012.215.23,958.0
Net profit/(loss) for the period––––88.62.491.0
Other comprehensive income––(29.5)(7.9)––(37.4)
Total comprehensive income––(29.5)(7.9)88.62.453.6
Dividends ––––(232.5)(2.4)(234.9)
Total transactions with owners––––(232.5)(2.4)(234.9)
Balance at 30 June 2024880.0(0.1)26.2(12.9)2,868.315.23,776.7
Net profit/(loss) for the period–––– 166.51.2167.7
Other comprehensive income––(37.4)(8.8)(13.4)–(59.6)
Total comprehensive income––(37.4)(8.8)153.11.2108.1
Dividends 3–––– (267.5)(1.2)(268.7)
Sale of discontinued
operations6–––––(15.2)(15.2)
Total transactions with owners–––– (267.5)(16.4)(283.9)
Balance at 30 June 2025880.0(0.1)(11.2)(21.7)2,753.9– 3,600.9
Vector Annual Report 202562
Financial statements

Notes to the Financial Statements
Note 1Company information64
Note 2Summary of material accounting policies64
Note 3Material transactions and events65
Note 4Segment information66
Note 5Discontinued operations – natural gas69
Note 6Discontinued operations – gas trading70
Note 7Revenue72
Note 8Operating expenses73
Note 9Interest income74
Note 10Interest costs74
Note 11Cash and cash equivalents and short-term deposits74
Note 12Contingent consideration75
Note 13Trade and other receivables75
Note 14Intangible assets77
Note 15Property, plant and equipment (PPE)79
Note 16Leases80
Note 17Investments82
Note 18Income tax expense/(benefit)84
Note 19Deferred tax85
Note 20Trade and other payables85
Note 21Provisions86
Note 22Fair values87
Note 23Borrowings89
Note 24Derivatives and hedge accounting91
Note 25Financial risk management 97
Note 26Cash flows100
Note 27Equity101
Note 28Related party transactions103
Note 29Contingent liabilities 103
Note 30Events after balance date103
63
Notes to the financial statements

1. Company information
Reporting entityVector Limited is a company incorporated and domiciled in New Zealand, registered under
the Companies Act 1993 and listed on the NZX Main Board (NZSX). The company is an FMC
reporting entity for the purposes of Part 7 of the Financial Markets Conduct Act 2013. The
financial statements comply with this Act.
The financial statements presented are for Vector Limited Group (“Vector” or “the group”) as
at, and for the year ended 30 June 2025. The group comprises Vector Limited (“the parent”)
and its subsidiaries (together referred to as “the group”).
In accordance with the Financial Markets Conduct Act 2013, where a reporting entity prepares
consolidated financial statements, parent company disclosures are not required.
Vector Limited is a 75.1% owned subsidiary of Entrust which is the ultimate parent entity for
the group.
The primary operations of the group are electricity and gas distribution, telecommunications
and new energy solutions.
2. Summary of material
accounting policies
Statement of complianceThe financial statements comply with New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS), and other applicable Financial Reporting Standards, as
appropriate for Tier 1 for-profit entities. They also comply with International Financial
Reporting Standards.
Basis of preparationThe financial statements have been prepared in accordance with New Zealand Generally
Accepted Accounting Practice (NZ GAAP) as appropriate to Tier 1 for-profit entities.
They are prepared on the historical cost basis except for the following items, which are
measured at fair value:
—the identifiable assets and liabilities acquired in a business combination;
—certain financial instruments; and
—contingent consideration receivable as disclosed in the notes to the financial statements
The presentation currency is New Zealand dollars ($). All financial information has been
rounded to the nearest 100,000, unless otherwise stated.
The statements of profit or loss, other comprehensive income, cash flows and changes in
equity are stated exclusive of GST. All items in the balance sheet are stated exclusive of GST
except for trade receivables and trade payables, which include GST.
Material accounting estimates
and judgements
Vector’s management is required to make judgements, estimates, and apply assumptions that
affect the amounts reported in the financial statements. They have based these on historical
experience and other factors they believe to be reasonable. The table below lists the key areas
of judgements and estimates in preparing these financial statements:
Key areasJudgements / EstimatesNote
Valuation of contingent consideration receivableEstimates12, 22
Intangible assets: valuation of goodwill, risk of impairmentEstimates14
Property, plant and equipment: classification of costsJudgements15
Leases: assessment of lease term for perpetual leases and
leases with renewal optionsJudgements16
Valuation of derivative financial instrumentsEstimates22, 24
New standards and
interpretations adopted
A number of new standards and interpretations are effective from 1 July 2024, but they do not
have a material effect on the group’s financial statements. The financial statements for the
year ended 30 June 2025 have applied the amendment to FRS-44 Disclosure of Fees for Audit
Firms’ Services, which specifies disclosures relating to fees paid to the auditors. Refer to note 8
for further details.
A number of new standards and interpretations are effective for annual periods beginning
on or after 1 July 2025 and earlier application is permitted, however the group has not early
adopted the new or amended standards in preparing these consolidated financial statements.
Vector has considered the impact of standards and interpretations not yet effective and do not
expect any of these to have a material impact.
Vector Annual Report 202564
Notes to the financial statements

3. Material transactions
and events
Material transactions and events that have impacted the financial year ended 30 June 2025:
Sale of discontinued
operations
On 1 July 2024, Vector completed the sale of the remaining contracts in the natural gas
business to Nova Energy Limited. Refer to note 5 for further details.
On 31 January 2025, Vector completed the sale of LPG business Vector Ongas, and the
group’s shareholding in Liquigas Limited, to Elgas Limited for $150.0 million. Vector Ongas
and Liquigas were previously included in the gas trading segment. Refer to note 6 for further
details.
Commerce commission
decisions
The Commission is currently consulting on the price reset for its fourth Default Price-quality
Path (“DPP4”), which relates to the period beginning 1 October 2026 for gas distribution
businesses. They have released an open letter in February 2025, and an issues paper for
submissions was released in June 2025. Vector provided submissions to the issues paper on 24
July 2025. The draft decision is expected in November 2025, with the final decision in May 2026.
This decision will impact the future cash flows we can expect to earn from the gas distribution
business.
Regulatory quality thresholdsFor both the regulatory years to 31 March 2024 and 31 March 2025, Vector was not in breach of
its unplanned SAIDI and SAIFI quality limits.
Regulatory consultationsIn October 2024, the Electricity Authority opened two consultations.
The first of these is the Distribution connection pricing proposed code amendment
consultation, which purports to improve connection pricing methodologies, so they are more
efficient and have greater consistency across distributors.
The second consultation, the ‘Network connection project – stage one’ seeks to improve
the efficiency of connecting to the electricity distribution network and upgrading existing
connections.
The decisions of both consultations were released on 18 July 2025. These determinations
will influence how Vector manages its customer connections. The Electricity Authority has
indicated it will continue to engage with distributors regarding the level of contributions that
can be charged for customer connections, while deferring a final decision on this issue for
further consideration.
Debt programmeIn May 2025, Vector repaid $250.0 million of senior bonds.
During the year ended 30 June 2025, the group drew down $260.0 million and repaid
$55.0 million of bank facilities for a net drawdown of $205.0 million from the bank facilities
(year ended 30 June 2024: net nil movement). Refer to note 23 for more details on borrowings.
Impairment of goodwillDuring the year ended 30 June 2025, the group recognised an impairment loss of $37.0 million
in respect of goodwill allocated to the gas distribution CGU (year ended 30 June 2024:
$60.0 million).
The uncertainty of future price-quality path regulation for gas distribution poses a risk for
further impairment. The DPP4, expected in May 2026 (see Commerce commission decisions)
impacts the future cash flows we can expect to earn from the regulated gas distribution
business, and will be reflected in the impairment testing of the gas distribution CGU.
DividendsIn February 2025, the board approved an updated dividend policy, targeting distribution
of 70-100% of free cash flow in each financial year. The intent is to align the policy with the
Commission’s five-yearly regulatory cycle, as this is a large part of what determines Vector’s
revenue and earnings in each five year period.
Vector Limited’s final dividend for the year ended 30 June 2024 of 14.75 cents per share was
paid on 16 September 2024, comprising an ordinary unimputed dividend of 13.00 cents per
share and a special unimputed dividend of 1.75 cents per share. The total dividend paid was
$147.5 million.
Vector Limited’s interim dividend for the year ended 30 June 2025 of 12.00 cents per share
(unimputed) was paid on 31 March 2025. The total dividend paid was $120.0 million.
Liquigas Limited, a subsidiary of the group until the sale of the gas trading business on
31 January 2025, paid dividends of $1.2 million to the company’s non-controlling interests
during the year ended 30 June 2025.
65
Notes to the financial statements

4. Segment information
SegmentsVector report on two reportable segments in accordance with NZ IFRS 8 Operating Segments.
These segments are reported internally to the group chief executive. This reporting is used to
assess performance and make decisions about the allocation of resources.
The segments are:
Electricity distributionAuckland electricity distribution services.
Gas distributionAuckland gas distribution services.
Since Vector’s Annual Report for the year ended 30 June 2024, the gas trading businesses
within the gas trading segment have been reclassified as discontinued operations held for
sale, and the gas trading segment is no longer a reportable segment.
Following the reclassification of the gas trading segment, Vector’s reportable segments
were assessed in accordance with NZ IFRS 8 Operating Segments. This has resulted in the
electricity and gas distribution segments being recognised as separate reporting segments
for the year ended 30 June 2025. These were previously combined into the regulated networks
reportable segment.
Other includes telecommunications, digital services, energy solution services and corporate
operations. The reportable segments have also been updated to include a portion of shared
corporate costs, in line with allocations used for the most recent regulatory reporting period.
On 31 January 2025, the gas trading business was sold. Further details of the sale of the gas
trading business can be found in note 6.
Comparative information has been updated to reflect these changes. There have been no
other changes to the reportable segments and policies.
Segment profitThe measures of segment profit reported are earnings before interest and tax (EBIT) and
earnings before interest, tax, depreciation, amortisation and impairments (EBITDA). Both are
non-GAAP measures that do not have a standardised meaning under NZ IFRS.
Activities not reported in
segments
Other activities engaged by the group comprise shared services and other business activities,
and discontinued operations. Revenues generated by these activities are incidental to Vector’s
operations and/or do not meet the definition of an operating segment under NZ IFRS 8. The
results for these activities are reported in the reconciliations of segment information to the
group’s financial statements, and the discontinued operations note.
Interest income, interest costs, fair value change on financial instruments and share of net
profit/(loss) in joint venture are not allocated to the segments.
Geographical informationThe group derives the majority of its revenue from external customers in New Zealand.
Major customersVector engages with four major customers, each of which contribute greater than ten percent
of the group’s revenue. These customers are large energy retailers. For the year ended
30 June 2025, the customers contributed $222.8 million (2024: $209.7 million), $131.6 million
(2024: $118.3 million), $131.5 million (2024: $115.0 million) and $123.4 million (2024: $117.0 million)
respectively, which is reported across all segments.
Vector Annual Report 202566
Notes to the financial statements

4. Segment information continued
30 JUN 2025
12 MONTHS
ELECTRICITY
DISTRIBUTION
$M
GAS
DISTRIBUTION
$M
OTHER
$M
INTER-
SEGMENT
ELIMINATIONS
$M
TOTAL
$M
External revenue:
Sales762.267.264.1–893.5
Customer contributions195.913.31.3–210.5
Inter-segment revenue2.0–16.7(18.7)–
Segment revenue960.180.582.1(18.7)1,104.0
External expenses:
Electricity transmission expenses(200.7)–––(200.7)
Network and asset maintenance(76.5)(8.3)(2.8)–(87.6)
Employee benefit expenses(45.9)(4.5)(29.4)–(79.8)
Other expenses(76.4)(7.6)(40.3)–(124.3)
Inter-segment expenses(12.8)(0.1)(5.8)18.7–
Segment operating expenses(412.3)(20.5)(78.3)18.7(492.4)
Segment EBITDA547.860.03.8–611.6
Depreciation and amortisation(181.1)(29.2)(21.1)–(231.4)
Impairment–(37.0)––(37.0)
Segment EBIT366.7(6.2)(17.3)–343.2
Segment capital expenditure432.019.019.1–470.1
Reconciliation of segment reporting to profit or loss:
30 JUN 2025
12 MONTHS
$M
Segment EBIT reported in the segment information343.2
Interest income25.6
Interest costs(98.0)
Fair value change on financial instruments(8.5)
Share of net profit/(loss) in joint venture(21.1)
Profit before tax from continuing operations241.2
67
Notes to the financial statements