Meridian Energy launches Green Bond offer

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M e r i d i a n E n e r g y L i m i t e d ( A R B N 1 5 1 8 0 0 3 9 6 ) A c o m p a n y i n c o r p o r a t e d i n N e w Z e a l a n d
L e v e l 2 , 9 8 C u s t o m h o u s e Q u a y , W e l l i n g t o n C e n t r a l , W e l l i n g t o n , 6 0 1 1

m e r i d i a n e n e r g y . c o . n z
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Meridian Energy launches Green Bond offer
1 September 2025
Meridian Energy Limited (
Meridian
) confirmed today that it is offering up to $250 million (with the
ability to accept oversubscriptions of up to an additional $100 million at Meridian’s discretion) of 6.5
year unsecured, unsubordinated, fixed rate green bonds (
Green Bonds
) to institutional and New
Zealand retail investors. In recognition of the pre-offer investor feedback, Meridian has increased the
oversubscription amount from $50 million to $100 million.
The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013 as an
offer of debt securities of the same class as existing quoted debt securities. The offer is expected to
close at 11am on Thursday, 4 September 2025 and the Green Bonds are expected to be issued on
Thursday, 11 September and quoted on the NZX Debt Market on Friday, 12 September 2025.
Meridian has an Issuer Credit Rating from S&P Global Ratings of BBB+ (stable outlook). The Green
Bonds are expected to be assigned an Issue Credit Rating of BBB+.
The Interest Rate for the Green Bonds will be set on the Rate Set Date as being equal to the Base
Rate plus the Issue Margin, subject to a minimum Interest Rate of 4.35% per annum.
The indicative Issue Margin range for the Green Bonds is 1.00% to 1.10% per annum. An
announcement of the actual Issue Margin (which may be within, above or below the indicative Issue
Margin range) and Interest Rate is expected to be made via NZX on Thursday, 4 September 2025
following a bookbuild process.
There is no public pool for the offer, with all of the Green Bonds to be reserved for clients of the Joint
Lead Managers, institutional investors and other primary market participants invited to participate in
the bookbuild.
Details of the offer are contained in the indicative terms sheet. The indicative terms sheet is available
at www.meridianenergy.co.nz/about-us/investors/reports/retail-bond-documents or by contacting one
of the Joint Lead Managers (listed below) or your usual financial advice provider.
Copies of the indicative terms sheet and investor presentation have also been provided to NZX with
this announcement.
Joint Lead Managers:
Bank of New Zealand: 09 924 9602
Craigs Investment Partners Limited: 0800 226 263
Forsyth Barr Limited: 0800 367 227
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand Branch): 0800
772 142
ENDS

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

Authorised for release by:
Jason Woolley
General Counsel and Company Secretary
Meridian Energy Limited
For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Philip Clark
Head of Communications
027 838 5710

---

1 September 2025





Joint Lead Managers





Indicative
Terms Sheet
Fixed Rate
Green Bonds
Maturing 11 March 2032

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

Indicative Terms Sheet
1 September 2025
This indicative terms sheet (“Indicative Terms Sheet”) sets out the key terms of the offer (“Offer”) by Meridian
Energy Limited (“Meridian”) of up to $250,000,000 (with the ability to accept oversubscriptions of up to an
additional $100,000,000 at Meridian's discretion) of 6.5 year unsecured, unsubordinated, fixed rate green
bonds maturing on 11 March 2032 (“Green Bonds”) under its master trust deed dated 1 December 2008 (as
amended from time to time) (“Trust Deed”) as modified and supplemented by the supplemental trust deed
dated 1 September 2025 (together, “Trust Documents”) entered into between Meridian and Trustees
Executors Limited (“Supervisor”). Unless the context otherwise requires, capitalised terms used in this
Indicative Terms Sheet have the same meaning given to them in the Trust Documents.
Important notice
The Offer of Green Bonds by Meridian is made in reliance upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (“FMCA”).
The Offer contained in this Indicative Terms Sheet is an offer of bonds that have identical rights, privileges,
limitations and conditions (except for the interest rate and maturity date) as:
• Meridian’s green bonds maturing on 20 September 2028, which have a fixed interest rate of 5.91%
per annum and are currently quoted on the NZX Debt Market under the ticker code MEL060; and
• Meridian’s green bonds maturing on 21 March 2030, which have a fixed interest rate of 5.40% per
annum and are currently quoted on the NZX Debt Market under the ticker code MEL070,
(together the “Existing Bonds”).
Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the
Financial Markets Conduct Regulations 2014.
Meridian is subject to a disclosure obligation that requires it to notify certain material information to NZX
Limited (“NZX”) for the purpose of that information being made available to participants in the market and
that information can be found by visiting www.nzx.com/companies/MEL.
The Existing Bonds are the only debt securities of Meridian that are currently quoted and in the same class as
the Green Bonds.
Investors should look to the market price of the Existing Bonds to find out how the market assesses the returns
and risk premium for those bonds.

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

Key terms of the Green Bonds
Issuer Meridian Energy Limited.
Description
The Green Bonds are 6.5 year, unsecured, unsubordinated, fixed rate interest bearing
debt obligations of Meridian.

The Green Bonds are Green Debt instruments under Meridian’s Green Finance
Framework dated February 2023 (as amended from time to time) (“Green Finance
Framework”) (“Green Debt”) and are certified by the Climate Bonds Initiative (“CBI”)
based on the Climate Bonds Standard. A copy of the Green Finance Framework is
available on Meridian’s website: www.meridianenergy.co.nz/about-
us/investors/reports/green-finance.
Use of proceeds
In accordance with the Green Finance Framework, Meridian intends to allocate (either
directly or notionally) an amount equal to the proceeds from the Offer to finance or
refinance renewable energy and energy efficiency projects and assets that meet the
eligibility criteria as set out in the Green Finance Framework (“Green Assets”).
As discussed below under “Alignment with Green Bond Principles and Climate Bonds
Standard”, an amount equal to the proceeds of the Green Bonds will be allocated
(directly or notionally) against Green Assets from the Wind Pool.
In accordance with the Green Finance Framework, Meridian intends to:
• maintain a balance of Green Assets that have a book value at least equal to the
original principal amount of the respective Green Debt at the time of issuance
(including the Green Bonds issued under the Offer); and
• report details of the ratio of Green Assets to Green Debt annually.
Credit ratings Issuer Credit Rating
Expected Issue Credit Rating
S&P Global Ratings BBB+ (stable) BBB+
Meridian’s current Issuer Credit Rating includes a one-notch uplift from the company’s
stand-alone credit profile of ‘bbb’, reflecting the legislated majority ownership by the
Crown. The Crown does not guarantee the Green Bonds and is under no obligation to
provide financial support to Meridian.

A credit rating is an independent opinion of the capability and willingness of an entity to
repay its debts (in other words, its creditworthiness). It is not a guarantee that the
financial product being offered is a safe investment. A credit rating should be
considered alongside all other relevant information when making an investment
decision.

A credit rating is not a recommendation by any rating organisation to buy, sell or hold
the Green Bonds. The above credit ratings are current as at the date of this Indicative
Terms Sheet and may be subject to suspension, revision or withdrawal at any time by
S&P Global Ratings.
Issue amount
Up to $250,000,000 with the ability to accept oversubscriptions of up to an additional
$100,000,000 at Meridian’s discretion.
The offer is not underwritten.

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

Interest Rate The Interest Rate will be the sum of the Issue Margin and the Base Rate but in any case
will be no less than the minimum Interest Rate of 4.35% per annum.

The Interest Rate will be announced by Meridian via NZX on or shortly after the Rate Set
Date.
Indicative Issue
Margin
The indicative Issue Margin range is 1.00 – 1.10% per annum.
Issue Margin The Issue Margin (which may be within, above or below the indicative Issue Margin
range) will be determined by Meridian in consultation with the Joint Lead Managers
following completion of the bookbuild process and announced via NZX on or shortly
after the Rate Set Date.
Base Rate The mid-market rate for an NZD interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Joint Lead Managers in
consultation with Meridian, according to market convention, with reference to
Bloomberg page “ICNZ2” (or any successor page) on the Rate Set Date and rounded to 2
decimal places if necessary, with 0.005 being rounded up.
Interest payments
Interest will be payable semi-annually in arrear in equal amounts on 11 March and 11
September of each year up to and including the Maturity Date. The First Interest
Payment Date will be 11 March 2026.
If an Interest Payment Date is not a Business Day, the due date for the payment to be
made on that date will be the next following Business Day and no adjustment will be
made to the amount payable as a result of the delay in payment.
Record Date
5.00pm on the tenth calendar day before the due date for that payment or, if that day is
not a Business Day, the preceding Business Day or such other date as is advised by the
Registrar to Holders from time to time.
Issue Price $1.00 per Green Bond.
Minimum
application
The minimum application is $5,000 with multiples of $1,000 thereafter.
Early repayment
The Holders of the Green Bonds have no right to require Meridian to redeem the Green
Bonds early except through the Supervisor in the case of an Event of Default (as set out
in the Trust Documents). If the Green Bonds are repaid early following an Event of
Default, interest will be payable up to (but excluding) the date of repayment.
Meridian does not have the right to redeem the Green Bonds early.
Further
indebtedness
Meridian may, without the consent of the Holders of the Green Bonds, issue additional
securities or incur other debt obligations on such other terms and conditions as Meridian
may think fit.
Guarantee
structure
As detailed below in paragraph (d) under "Financial covenants", Meridian is required
under the Trust Documents to ensure that at all times the Total Tangible Assets of the
Guaranteeing Group will not be less than 80% of Total Tangible Assets of Meridian and
all of its subsidiaries and associates.
As at the date of this Indicative Terms Sheet, the only Guaranteeing Group Member is
Meridian. This means that Meridian is solely responsible for its obligations in relation to
the Green Bonds unless a subsidiary of Meridian becomes a Guaranteeing Group
Member.

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

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

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

In relation to the Wind Pool, Meridian has received:
• a certification from CBI confirming that the Green Finance Programme has met
the criteria for certification by the Climate Bonds Standard Board dated 11
August 2020;
•
a limited assurance opinion from DNV Business Assurance Australia Pty. Ltd
(“DNV”) on the compliance of the Green Finance Programme with the Climate
Bonds Standard as at 30 June 2025;
• a second party opinion from DNV dated 20 February 2023 on the alignment of
the current Green Finance Framework with the Green Bond Principles and
Green Loan Principles (which also relates to the Hydro Pool); and
• in relation to this Offer of Green Bonds, a pre-issuance certification from CBI.
Meridian intends to seek further external reviews annually.
Copies of the CBI certifications and the latest DNV Second Party Opinion or Assurance
Opinion (which details the assurance procedures and standards followed) can be found
at www.meridianenergy.co.nz/about-us/investors/reports/green-finance.

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

No Event of
Default in relation
to the Green
Finance
Framework or
Green Bond
Principles or
Climate Bonds
Standard
If:
1. Meridian fails to allocate the proceeds of the Green Bonds as described in this
Indicative Terms Sheet and the Green Finance Framework;
2. Meridian fails to ensure that the aggregate book value of its Green Assets (as
contemplated in the Green Finance Framework) is at least equal to the original
principal amount of the respective Green Debt at the time of issuance (including the
Green Bonds issued under the Offer);
3. Meridian fails to comply with the Green Finance Framework in any other way;
4. the Green Bonds cease to satisfy the Green Bond Principles or the Climate Bonds
Standard (including, without limitation, as a result of an amendment to the Green
Bond Principles or Climate Bonds Standard); or
5. Meridian fails to notify the Holders of the Green Bonds that the Green Bonds cease
to comply with the Green Finance Framework, the Green Bond Principles or Climate
Bonds Standard,
then, although it is possible that the Green Bonds may lose their green classification:
• no Event of Default will occur under the Trust Deed in relation to the Green Bonds;
and
• neither the Holders of the Green Bonds nor Meridian will have any right for the
Green Bonds to be repaid early as a result of any such event or circumstance.
How to apply for
Green Bonds
All of the Green Bonds, including oversubscriptions, are reserved for clients of the Joint
Lead Managers, institutional investors and other primary market participants invited to
participate in the bookbuild.
There is no public pool for the Offer. Accordingly, retail investors should contact a Joint
Lead Manager, their usual financial advice provider or any primary market participant for
details on how they may acquire Green Bonds. You can find a primary market
participant by visiting www.nzx.com/investing/find-a-participant.
In respect of oversubscriptions or generally, any allotment of Green Bonds will be at
Meridian's discretion, in consultation with the Joint Lead Managers. Meridian reserves
the right to refuse all or any part of an application without giving any reason.
Each investor's financial advice provider will be able to advise them as to what
arrangements will need to be put in place for the investors to trade the Green Bonds
including obtaining a common shareholder number (CSN), an authorisation code and
opening an account with a primary market participant as well as the costs and
timeframes for putting such arrangements in place.
ISIN NZMELDT122C4
Transfers
Holders are entitled to sell or transfer their Green Bonds at any time subject to the terms
of the Trust Documents and applicable laws and regulations. Meridian may decline to
register a transfer of Green Bonds for the reasons set out in the Trust Documents.
The minimum amount of Green Bonds a Holder can transfer is $1,000 and in integral
multiples of $1,000 thereafter. No transfer of Green Bonds or any part of a Holder’s
interest in a Green Bond will be registered if the transfer would result in the transferor
or the transferee holding or continuing to hold Green Bonds with an aggregate principal
amount of less than the minimum holding of $5,000 (other than zero).
Repo-eligibility Meridian intends to apply to the Reserve Bank of New Zealand for the Green Bonds to be
included as eligible securities for domestic market operations.

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

NZX quotation Meridian will take any necessary steps to ensure that the Green Bonds are, immediately
after issue, quoted on the NZX Debt Market. Application has been made to NZX for
permission to quote the Green Bonds on the NZX Debt Market and all the requirements
of NZX relating thereto that can be complied with on or before the distribution of this
Indicative Terms Sheet have been duly complied with. However, NZX accepts no
responsibility for any statement in this Indicative Terms Sheet. NZX is a licensed market
operator and the NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market
ticker code
MEL080.
Brokerage You are not required to pay brokerage or any other fees or charges to Meridian to
purchase the Green Bonds. However, you may have to pay brokerage to the firm from
whom you receive an allocation of Green Bonds. Please contact your financial advice
provider for further information on any brokerage fees.
Selling restrictions The selling restrictions set out in the schedule to this Indicative Terms Sheet apply.
Arranger Bank of New Zealand ("BNZ").
Green Bond
Co-ordinator
BNZ.
Joint Lead
Managers
BNZ, Craigs Investment Partners Limited, Forsyth Barr Limited and Westpac Banking
Corporation (ABN 33 007 457 141) (acting through its New Zealand Branch).
Supervisor Trustees Executors Limited.
Registrar Computershare Investor Services Limited.
Governing law New Zealand.

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

Important Dates:
Opening Date Monday, 1 September 2025
Closing Date 11.00am, Thursday, 4 September 2025
Rate Set Date Thursday, 4 September 2025
Issue Date and
Allotment Date
Thursday, 11 September 2025
Expected date of
initial quotation
and trading on NZX
Debt Market
Friday, 12 September 2025
Term/Maturity
Date
6.5 years, maturing Thursday, 11 March 2032

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

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

Contact details

Issuer
Meridian Energy Limited
Level 2, 98 Customhouse Quay
Wellington 6011

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

Arranger and Joint Lead Manager
Bank of New Zealand
Level 6, 80 Queen Street
Auckland, 1010

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

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

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

Green Bond Co-ordinator
Bank of New Zealand
Level 6, 80 Queen Street
Auckland, 1010

Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
PO Box 4197
Shortland Street
Auckland 1140

Legal advisers to Meridian
Russell McVeagh
Level 24, NTT Tower
157 Lambton Quay
Wellington 6011

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

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

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

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

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

Schedule – selling restrictions
Part A – initial selling restrictions

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

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

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

United States

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

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

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

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

Relevant Member States of the European Economic
Area

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

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

Each Joint Lead Manager has represented and agreed that it
has not offered, sold or otherwise made available and will not
offer, sell or otherwise make available any Green Bonds which
are the subject of the offering contemplated by this Indicative
Terms Sheet to any retail investor in the EEA. For the purposes
of this provision:
(a) the expression “retail investor” means a person who
is one (or more) of the following:
(i) a retail client as defined in point (11) of
Article 4(1) of MiFID II;
(ii) a customer within the meaning of the
Insurance Distribution Directive, where
that customer would not qualify as a
professional client as defined in point (10)
of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the
EU Prospectus Regulation; and
(b) the expression an “offer” includes the
communication in any form and by any means of
sufficient information on the terms of the offer and
the Green Bonds to be offered so as to enable an
investor to decide to purchase or subscribe for the
Green Bonds.

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

United Kingdom

This Indicative Terms Sheet is not a prospectus for the purposes
of the UK Prospectus Regulation (as defined below). This
Indicative Terms Sheet has been prepared on the basis that any
offer of Green Bonds in the United Kingdom will only be made
to a legal entity which is a qualified investor as defined in
Article 2 of the UK Prospectus Regulation (a “UK Qualified
Investor”). Accordingly, any person making or intending to
make an offer in the United Kingdom of Green Bonds which are
the subject of an offering contemplated in this Indicative Terms
Sheet may only do so with respect to UK Qualified Investors.
Neither Meridian nor any of the Joint Lead Managers have
authorized, nor do they authorize, the making of any offer of
Green Bonds in the United Kingdom other than to UK Qualified
Investors. For the purposes of this Indicative Terms Sheet, the
“UK Prospectus Regulation” means the EU Prospectus
Regulation as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (“EUWA”).

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

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

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

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

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

Japan

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

Singapore

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

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

Prospective investors to note:

At no time shall the Green Bonds be offered or sold, or caused
to be made the subject of an invitation for subscription or
purchase, nor shall this Indicative Terms Sheet or any other
document or material in connection with the offer or sale, or
invitation for subscription or purchase of the Green Bonds be

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

circulated or distributed to any person in Singapore in any
subsequent offer except to (i) an institutional investor (as
defined in Section 4A of the SFA) or (ii) an accredited investor
(as defined in Section 4A of the SFA) pursuant to and in
accordance with the conditions specified in Section 275 of the
SFA.


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

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

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

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

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

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

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

Hong Kong

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

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

Australia

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

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

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

unless:

(i) the aggregate consideration payable by each offeree or
invitee is at least A$500,000 (or its equivalent in an alternative
currency and, in either case, disregarding moneys lent by the
offeror or its associates) or the offer or invitation otherwise
does not require disclosure to investors in accordance with Part
6D.2 or Part 7.9 of the Corporations Act;

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

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

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

Part B – general selling restrictions

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

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

---

Release






M e r i d i a n E n e r g y L i m i t e d ( A R B N 1 5 1 8 0 0 3 9 6 ) A c o m p a n y i n c o r p o r a t e d i n N e w Z e a l a n d
L e v e l 2 , 9 8 C u s t o m h o u s e Q u a y , W e l l i n g t o n C e n t r a l , W e l l i n g t o n , 6 0 1 1
m e r i d i a n e n e r g y . c o . n z
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Notice pursuant to clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014
1 September 2025
Meridian Energy Limited ("
Meridian
") gives notice under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014 ("
Regulations
") that it proposes to make an offer for the
issue of fixed rate green bonds due 11 March 2032 ("
New Bonds
") in reliance upon the exclusion in
clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 ("
FMCA
").
The main terms of the offer and the New Bonds are set out in the indicative terms sheet released via
the NZX. Except for the interest rate and maturity date, the New Bonds will have identical rights,
privileges, limitations and conditions as:

Meridian’s fixed rate green bonds maturing on 20 September 2028 which are quoted on the
NZX Debt Market under the ticker code MEL060; and

Meridian’s fixed rate green bonds maturing on 21 March 2030 which are quoted on the NZX
Debt Market under the ticker code MEL070,
(together the “
Existing Bonds
”), and therefore are of the same class as the Existing Bonds for the
purposes of the FMCA and the Regulations. The Existing Bonds have been continuously quoted on
the NZX Debt Market over the preceding 3 months.
As at the date of this notice, Meridian is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to the Existing Bonds; and
(b) its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for the
purposes of the Regulations.
As at the date of this notice, there is no other information that would be required to be disclosed under
a continuous disclosure obligation or which would be excluded information required to be disclosed
for the purposes of the Regulations if the Existing Bonds had had the same redemption date or
interest rate as the New Bonds being offered.
ENDS

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

Authorised for release by:
Jason Woolley
General Counsel and Company Secretary
Meridian Energy Limited
For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Philip Clark
Head of Communications
027 838 5710

---

7 cm
Green Bond Offer
SEPTEMBER 2025

Important notice
This presentation has been prepared by Meridian Energy Limited (Meridian) in relation to its offer of unsecured, unsubordinated fixed rate green
bonds maturing on 11 March 2032 (Green Bonds) (Offer).The Offer of Green Bonds is made in reliance upon the exclusion in clause 19 of schedule 1
of the Financial Markets Conduct Act 2013 (FMCA). Details of the Offer are contained in the indicative terms sheet dated on or about the date of this
presentation (Indicative Terms Sheet). Unless the context otherwise requires, capitalised terms in this presentation have the same meaning as given
to them or incorporated in theIndicative Terms Sheet.
The Offer is an offer of bonds that have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as:
•Meridian’s green bonds maturing on 20 September 2028, which have a fixed interest rate of 5.91% per annum and are currently quoted on the NZX
Debt Market under the ticker code MEL060; and
•Meridian’s green bonds maturing on 21 March 2030, which have a fixed interest rate of 5.40% per annum and are currently quoted on the NZX
Debt Market under the ticker code MEL070,
(together the Existing Bonds).
Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations
2014.
Meridian is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for the purpose of that
information being made available to participants in the market and that information can be found by visiting www.nzx.com/companies/MEL.
The Existing Bonds are the only debt securities of Meridian that are currently quoted and in the same class as the Green Bonds.
Investors should look to the market price of the Existing Bonds to find out how the market assesses the returns and risk premiumfor those bonds.
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 2

Offer highlights
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 3
Meridian’s Harapaki Wind Farm in Hawke’s Bay was delivered inside its $448 million capital forecast.

Offer highlights
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 4
IssuerMeridian Energy Limited (Meridian).
Description
6½ yearunsecured, unsubordinated, fixed rate green bonds (Green Bonds).
The Green Bonds are Green Debt instruments under Meridian’s Green Finance Framework dated February
2023 (as amended from time to time) and are certified by the Climate Bonds Initiative based on the Climate
Bonds Standard. A copy of the Green Finance Framework is available on Meridian’s website.
Issue Amount
Up to $250,000,000 (with the ability to accept oversubscriptions of up to an additional $100,000,000 at
Meridian’s discretion).
Term and Maturity Date6½years, maturing Thursday, 11 March 2032.
Use of Proceeds
Meridian intends to allocate (either directly or notionally) an amount equal to the proceeds from the Offer to
finance or refinance renewable energy and energy efficiency projects and assets that meet the eligibility
criteria as set out in the Green Finance Framework (Green Assets).
Credit Rating
Issuer Credit Rating: BBB+ (Stable) by S&P Global Ratings.
Expected Issue Credit Rating for the Green Bonds: BBB+ by S&P Global Ratings.
Arranger and Joint Lead
Managers
Bank of New Zealand (BNZ) are acting as Arranger. BNZ, Craigs Investment Partners Limited, Forsyth Barr
Limited and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand Branch)
(Westpac) have been appointed Joint Lead Managers.

New Zealand’s electricity system
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 5
Meridian’s ManapōuriPower Scheme in the Fiordland National Park.

52%
21%
9%
9%
6%
2%
1%
1%
Annual generation
Hydro
Geothermal
Gas
Wind
Coal
Solar
Wood
Biogas
35%
23%
7%
31%
4%
Annual consumption
Residential
Commercial
Agriculture
Industrial
Other
New Zealand’s electricity system
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 6
4major generators, all listed,
3 majority Government owned
1transmission grid
owner (state owned)
29distribution
businesses (various
ownership structures)
40 retail brands
Approx.2.3million consumers
(39 TWh pa)
Sources: Electricity Authority and Ministry of
Business, Innovation and Employment,
HīkinaWhakatutuki, Meridian
31 March 2025
30% share
XX% share
31 March 2025
24% share

30,000
35,000
40,000
45,000
50,000
55,000
60,000
65,000
70,000
75,000
199720022007201220172022202720322037204220472052
GWh
Financial year ended 30 June
Annual NZ demand for generation
Projected electricity demand
By 2050 New Zealand will require around $30 billion of
investment in new renewable generation.
Significant amount of existing generation will either be
replaced or repowered in that timeframe.
Consenting under the current Resource Management Act
(RMA) has become inefficient.
Fast-track Approvals Bill can deliver a more efficient process
and ensure adequate environmental and community
safeguards.
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 7
High
Low
historyprojected
Source: Meridian
Note: High and Low refer to Meridian modelled future market scenarios characterised by different levels of decarbonisation.

0
50
100
150
200
0
700
1,400
2,100
20202022202420262028203020322034203620382040
PJ
PJ
Gas reserves and production
Remaining reserves (2P)Gas production (RHS)
Security of supply
2024/2025 security of supply was underpinned by new,
short-term transactions with NZAS and Methanex.
Declining production and reserves mean gas can no longer
reliably meet periodic electricity industry firming.
Future security of supply and dry-year risk can be managed
effectively through a combination of Huntly strategic energy
reserve
1
, remaining gas plants and NZAS demand response.
Contingent storage will be key.
OperationalisingPūkakicontingent storage and enhancing
other hydro storage are needed, with the large NZAS
demand response options not available every year.
Meridian is accelerating renewable investment, targeting $2
billion of capital expenditure in the next 3 years.
Investment includes capacity upgrade at the Waitaki Hydro
Station.
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 8
1
Subject to Commerce Commission review.
2
2P reserves represent annually assessed proven + probable reserves available for future production.
Source: Ministry of Business, Innovation and Employment
2

The final report for the Government review of the electricity
sector has been completed by Frontier Economics.
Expected to be published alongside a Government response
by the end of September.
On 19 August 2025, the Electricity Authority announced it has
decided to progress three “Level Playing Field” measures.
Further updates or consultation to follow later this year.
Sector reviews
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 9
The RuakākāBattery Energy Storage System near Whangārei was completed in
May 2025, inside its $186 million capital envelope.

SEPTEMBER 2025RETAIL BOND OFFER
PAGE 10
Headwaters of Lake Pūkakiin the Mackenzie Basin, South Canterbury.
About Meridian

SEPTEMBER 2025RETAIL BOND OFFER
PAGE 11
Note: TeRereHau requires an additional
consent to relocate an Airways
Corporation facility from the current site.
About Meridian
New Zealand’s largest generator,
producing over 30% of the country’s
electricity needs, all production from
renewable sources.
Seven large Hydro Stations –flexible
plant with the country’s largest storage.
Eight Wind Farms and currently
constructing Meridian’s first Solar Farm.
The largest retailer of electricity (by
volume) in New Zealand.
Executing a renewable generation
pipeline to support future demand
growth.
Investment grade credit metrics.
Experienced leadership team and
Board.
Majority Government shareholding
(51%).

SEPTEMBER 2025RETAIL BOND OFFER
PAGE 12
Our strategy

SEPTEMBER 2025RETAIL BOND OFFER
PAGE 13
Renewable Development Pipeline

RuakākāSolar Farm
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 14
Impression of Meridian’s $227 million RuakākāSolar Farm near Whangārei, which is expected to be completed in early 2027.

Successful transformation of our Retail business and launch
of Smart Hot Water offer.
Renewable Energy Certificates and Energy Wellbeing
Programmedelivering results.
388 chargers now installed in our Zero network.
Acquisition of Flick.
Selection of Kraken as retail technology partner. Will mean
dual retail system costs through FY26 implementation.
Double-digit growth of 10% in customer connections in FY25.
Our customers
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 15
241
248
246
250
263
89
117
117
120
142
330
365
363
370
405
0
100
200
300
400
500
Jun-21Jun-22Jun-23Jun-24Jun-25
ICP (000)
Customer connections
MeridianPowershopTotal
+7%+7%
-1%+2%
+10%
YoY growth
Lion has partnered with Meridian and Reid Technology to install
approximately 2,400 solar panels at The Pride in East Auckland.
Source: Meridian

SEPTEMBER 2025RETAIL BOND OFFER
PAGE 16

SEPTEMBER 2025RETAIL BOND OFFER
PAGE 17
FY25 key points
comparisons are with FY24

Financial information and capital structure
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 18
Meridian’s Benmore Hydro Station in the Mackenzie Basin, South Canterbury.
Financial information and capital structure

Financial performance
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 19
692
709
783
905
611
0
200
400
600
800
1,000
20212022202320242025
$M
Financial Year ended 30 June
EBITDAF
1
415
451
95
429
-452
-600
-400
-200
0
200
400
600
20212022202320242025
$M
Financial Year ended 30 June
Net profit after tax (continuing operations)
64
135
300
277
113
38
40
46
72
80
102
175
346
349
193
0
100
200
300
400
20212022202320242025
$M
Financial Year ended 30 June
Capital expenditure
GrowthStay in businessTotal
431
461
509
667
318
0
100
200
300
400
500
600
700
800
20212022202320242025
$M
Financial Year ended 30 June
Operating cash flows
231
233
315
359
56
0
50
100
150
200
250
300
350
400
20212022202320242025
$M
Financial Year ended 30 June
Underlying NPAT
2
1.6
0.8
1.2
1.3
1.5
0
1
2
20212022202320242025
$B
Financial Year ended 30 June
Net debt
3
1
A non-GAAP measure of earnings before interest, tax, depreciation, amortisation, unrealisedchanges in fair value of hedges, impairments and gains and losses on sale of assets.
2
A non-GAAP measure of net profit after tax adjusted for the effects of unrealisedchanges in fair value of hedges, electricity option premiums and other non-cash items and their tax effects.
3
A non-GAAP measure of drawn borrowings less cash and cash equivalents.
Source: Meridian
Source: Meridian
Source: Meridian
Source: Meridian
Source: Meridian
Source: Meridian

June 2025 total borrowings of $1,569 million.
Total funding facilities of $2,161 million, of which $658 million
were undrawn.
All facilities classified under Meridian’s Green Finance
Programme.
Minimum headroom required in addition to forecast
requirements is $200 million.
Next capital market maturity is September 2028 ($200 million
green bond).
FY25 net debt of $1,505 million, net debt to EBITDAF at 2.5
times.
Debt and funding
SEPTEMBER 2025RETAIL BOND OFFER
PAGE 20
160
405
0
383
300
256
250
243
0
100
200
300
400
500
600
700
CY26CY27CY28CY29CY30CY31+
$M
Financial Year ended 30 June
Debt maturity profile as at 30 June 2025
Drawn debt maturing (face value)Available facilities maturing
42%
0%
23%
27%
8%
Sources of funding as at 30 June 2025
NZ$ bank facilities drawn/undrawn
EKF - Danish export credit
Retail Bonds
US private placement
Commercial paper
Source: Meridian
Source: Meridian

Key Metrics
Financial Year ended 30 June20212022202320242025
$M
Share capital 1,5951,6717001,7291,884
Retained earnings -1,548-1,242-1,600-1,631-2,621
Other reserves 5,1775,0945,8878,1489,657
Equity5,2245,5234,9878,2468,920
Drawn borrowings1,6861,1671,2481,3611,531
Less: cash and cash equivalents-148-363-212-221-123
Add back: restricted cash
1
974319613497
Net debt1,6358471,2321,2741,505
EBITDAF692709783905611
Net Debt to EBITDAF (times)2.41.21.61.42.5
Interest8078698592
EBITDAF interest cover (times)8.79.111.310.66.6
Debt (drawn borrowings)1,5388041,0361,1401,408
Debt (Debt+Equity)23%13%17%12%14%
Meridian targets a long-term credit rating of BBB+.
Issuer Credit Rating: BBB+/Stable (S&P Global Ratings).
Solid rating headroom in near term financial metrics
following divestment of Australian business in 2022.
Rating reaffirmed in July 2025.
Net debt to EBITDAF is a key rating metric.
Board gives consideration to the long-term credit rating
target in Meridian’s Dividend Policy.
Historical performance well within bond covenant
requirements.
Credit rating and covenants
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1
Meridian trades energy hedges on the ASX using a broker. As a result, cash is placed on deposit with the broker to cover
margin requirements, the sum of which varies depending on market price movements and contracts held.

Green Finance Programme
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Key dates and terms
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Maintenance work at Meridian’s West Wind Farm near Wellington

Key terms
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IssuerMeridian Energy Limited.
Description
6½year, unsecured, unsubordinated, fixed rate green bonds.
The Green Bonds are Green Debt instruments under Meridian’s Green Finance Framework dated February 2023 (as amended from
time to time) and are certified by the Climate Bonds Initiative based on the Climate Bonds Standard. A copy of the Green Finance
Framework is available on Meridian’s website.
Issue AmountUp to $250,000,000 (with the ability to accept oversubscriptions of up to an additional $100,000,000 at Meridian’s discretion).
Term and Maturity Date6½years, maturing Thursday, 11 March 2032.
Interest Rate
The Interest Rate will be the sum of the Issue Margin and the Base Rate but in any case, will be no less than the minimum Interest Rate
of 4.35% per annum.
The Interest Rate will be announced by Meridian via NZX on or shortly after the Rate Set Date.
Indicative Issue Margin
1.00%-1.10% per annum.
The actual Issue Margin may be within, above or below this range.
Interest PaymentsSemi-annually in arrear in equal amounts.
Credit RatingExpected Issue Credit Rating for the Green Bonds: BBB+. Meridian has an Issuer Credit Rating of BBB+ (Stable) from S&P GlobalRatings.
Minimum Application
Amount
Minimum application of $5,000 with multiples of $1,000 thereafter.
Quotation
Meridian will take any necessary steps to ensure that the Green Bonds are, immediately after issue, quoted on the NZX Debt Market.
Application has been made to NZX for permission to quote the Green Bonds on the NZX Debt Market and all the requirements of NZX
relating thereto that can be complied with on or before the distribution of this Investor Presentation have been duly complied
with.However, NZX accepts no responsibility for any statement in this Investor Presentation.NZX is a licensed market operator and
the NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market ticker
Code
MEL080.

Financial Covenants
The Trust Documents contain the following financial covenants:
a)the ratio of EBITDA of the Group to Interest and Financing Costs must not be less than 2.5 times;
b)at all times Debt will not be more than 55% of Debt plus Equity;
c)at all times Equity will not be less than $1,250,000,000; and
d)at all times the Total Tangible Assets of the Guaranteeing Group will not be less than 80% of Total Tangible Assets of the Group.
Refer to the Trust Deed for further detail including calculations and relevant testing periods.
Guarantee Structure
As at the date of this Investor Presentation, the only Guaranteeing Group Member is Meridian. This means that Meridian is solely
responsible for its obligations in relation to the Green Bonds unless a subsidiary of Meridian becomes a Guaranteeing Group Member.
Negative Pledge
The Trust Deed contains a negative pledge which provides no Guaranteeing Group Member will create or permit to arise or subsist any
Security Interest over its assets except under certain limited exceptions set out in the Trust Deed.
No Event of Default in
relation to the Green
Finance Framework or
Green Bond Principles or
Climate Bonds Standards
If:
1.Meridian fails to allocate the proceeds of the Green Bonds as described in the Indicative Terms Sheet and the Green Finance
Framework;
2.Meridian fails to ensure that the aggregate book value of its Green Assets (as contemplated in the Green Finance Framework) is at
least equal to the original principal amount of the respective Green Debt at the time of issuance (including the Green Bonds issued
under the Offer);
3.Meridian fails to comply with the Green Finance Framework in any other way;
4.the Green Bonds cease to satisfy the Green Bond Principles or the Climate Bonds Standard (including, without limitation, as aresult of
an amendment to the Green Bond Principles or Climate Bonds Standards); or
5.Meridian fails to notify the Holders of the Green Bonds that the Green Bonds cease to comply with the Green Finance Framework, the
Green Bond Principles or Climate Bonds Standard,
then, although it is possible that the Green Bonds may lose their green classification:
•no Event of Default will occur under the Trust Deed in relation to the Green Bonds; and
•neither the Holders of the Green Bonds nor Meridian will have any right for the Green Bonds to be repaid early as a result ofany such
event or circumstance.
Key terms continued
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Key dates
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Opening DateMonday, 1 September 2025.
Closing Date11.00am NZST, Thursday, 4 September 2025.
Rate Set DateThursday, 4 September 2025.
Issue Date and
Allotment Date
Thursday, 11 September 2025.
Expected Date of
initial quotation on
NZX Debt Market
Friday, 12 September 2025.
Interest Payment
Dates
11 September and 11 March of each year up to and including the Maturity Date.
The first Interest Payment Date will be 11 March 2026.
Maturity DateThursday, 11 March 2032.

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