EMTN Programme Offering Circular
IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES
IMPORTANT: You must read the following before continuing. The following applies to the attached offering circular (the
Offering Circular) following this page, and you are therefore advised to read this carefully before reading, accessing or making
any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and
conditions, including any modifications to them any time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY THE SECURITIES OF THE ISSUER (AS DEFINED IN THE OFFERING CIRCULAR) IN THE UNITED
STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN,
AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE
SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES. OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, “U.S. PERSONS” (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, A U.S. PERSON),
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT
BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY
U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE
MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE APPLICABLE PRICING SUPPLEMENT AND
TERMS AND CONDITIONS OF THE NOTES. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY
TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO
PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR.
Confirmation of the Representation: In order to be eligible to view the Offering Circular or make an investment decision with
respect to the securities, investors must not be in the United States and must not be either a U.S. Person (within the meaning of
Regulation S under the Securities Act) or acting for the account or benefit of a U.S. Person. The Offering Circular is being sent at
your request and by accepting the electronic mail and accessing the Offering Circular, you shall be deemed to have represented to
us that you are not in the United States or a U.S. Person or acting for the account or benefit of a U.S. Person, the electronic mail
address that you gave us and to which this electronic mail has been delivered is not located in the United States and that you consent
to delivery of the Offering Circular by electronic transmission.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the
Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may
not, nor are you authorised to, deliver the Offering Circular to any other person. You should not reply by e-mail to this notice, and
you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the
“Reply” function on your e-mail software, will be ignored or rejected. The materials relating to any offering of Notes (as defined in
the Offering Circular) under the Programme (as defined in the Offering Circular) to which the Offering Circular relates do not
constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted
by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the relevant Arranger or Dealer (each
as defined in the Offering Circular) or any affiliate of such Arranger or Dealer is a licensed broker or dealer in that jurisdiction, the
offering shall be deemed to be made by such Arranger or Dealer or affiliate on behalf of the Issuer in such jurisdiction.
The Offering Circular has been sent to you in electronic format. You are reminded that documents transmitted via this medium may
be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Arranger or the relevant
Dealers or any person who controls any of them or any director, officer, employee or agent of any of them or affiliate of any such
person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to
you in electronic format and the hard copy version available to you on request from any of the Issuer, the Arranger or the relevant
Dealers.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic mail is at your own risk
and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
0077961-0000563 SYO1: 2005411343.11 i
OFFERING CIRCULAR DATED 7 OCTOBER 2025
CONTACT ENERGY LIMITED
U.S.$2,000,000,000
Euro Medium Term Note Programme
Under this U.S.$2,000,000,000 Euro Medium Term Note Programme (the Programme), Contact Energy Limited (the Issuer) may from time
to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). Each Series of Bearer Notes will be in
bearer form and will initially be issued in the form of a temporary bearer global note (a Temporary Bearer Global Note) or, if so specified
in the applicable pricing supplement document (the Pricing Supplement), a permanent bearer global note (a Permanent Bearer Global Note
and, together with a Temporary Bearer Global Note, each a Bearer Global Note) which, in either case, will be delivered on or prior to the
original issue date of the Tranche to a common depositary (the Common Depositary) for Euroclear Bank SA/NV (Euroclear) and Clearstream
Banking S.A. (Clearstream). The Registered Notes of each Series will initially be represented by a global note in registered form (a Registered
Global Note). Registered Global Notes will be deposited with a common depositary for Euroclear and Clearstream, and registered in the name
of the nominee for the Common Depositary of Euroclear and Clearstream, as specified in the applicable Pricing Supplement.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$2,000,000,000
(or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described
herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional
Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be
for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes
being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks and may not be suitable for all investors. Investors should
not purchase the Notes unless they understand and are able to bear risks associated with the Notes. For a discussion of these risks,
see “Risk Factors”. The Offering Circular does not describe all of the risks of an investment in the Notes.
For the listing of any Notes which are agreed at the time of issue thereof to be listed on the Australian Securities Exchange operated by ASX
Limited (ABN 98 008 624 691) (ASX), application will be made by the Issuer to ASX Limited. There is no assurance that the application to
ASX Limited for listing of the Notes will be approved. Any Notes which are listed on the ASX will not be transferred through, or registered
on, the Clearing House Electronic Sub-Register System (CHESS) operated by ASX Settlement Pty Limited (ABN 49 008 504 532) and will
not be “Approved Financial Products” for the purposes of that system. Notice of the aggregate nominal amount of Notes, interest (if any)
payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche of Notes (as defined in “Overview of the Programme”) will be set out in the applicable Pricing Supplement.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or
markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to
trading on any market. The applicable Pricing Supplement will state whether or not the relevant Notes are to be listed and, if so, on which stock
exchange(s).
Notes issued under the Programme may be rated or unrated. Where a Series of Notes is to be rated, such Series may be rated by one or more
credit rating agencies on an issue-by-issue basis as specified in the applicable Pricing Supplement. Where a Series of Notes is to be rated, such
rating will not necessarily be the same as the rating assigned to Notes already issued. A credit rating is not a recommendation to buy, sell or
hold securities, including securities such as the Notes, and may be subject to revision, suspension or withdrawal at any time by the relevant
assigning organisation. Each credit rating should be evaluated independently of any other credit rating. Credit ratings in respect of the Notes
or the Issuer are for distribution to persons who are not a “retail” client within the meaning of section 761G of the Corporations Act 2001 (Cth)
0077961-0000563 SYO1: 2005411343.11 ii
(the Australian Corporations Act) and are also sophisticated investors, professional investors or other investors in respect of whom disclosure
is not required under Parts 6D.2 or 7.9 of the Australian Corporations Act and in all cases in such circumstances as may be permitted by
applicable laws in any jurisdiction in which an investor may be located.
This Offering Circular does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation) or
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK
Prospectus Regulation). The Issuer is not offering the Notes in any jurisdiction in circumstances that would require a prospectus to be prepared
pursuant to the Prospectus Regulation or the UK Prospectus Regulation.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) and include
Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered
within the United States or to or for the account or benefit of, U.S. persons.
Arranger
UBS Investment Bank
Dealers
Citigroup Mizuho MUFG UBS Investment Bank
0077961-0000563 SYO1: 2005411343.11 iii
IMPORTANT NOTICE
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge
of the Issuer (having taken all reasonable care to ensure that such is the case) such information contained in this
Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Subject as provided in the applicable Pricing Supplement, the only persons authorised to use this Offering Circular
in connection with an offer of Notes are the persons named in the applicable Pricing Supplement as the relevant
Dealer or the managers. This Offering Circular and any other documents or materials in relation to the issue, offering
or sale of the Notes have been prepared solely for the purpose of the initial sale by the relevant Dealers of the Notes
from time to time to be issued pursuant to the Programme.
Each Tranche of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the
Terms and Conditions of the Notes or Conditions and each term therein, a Condition) as amended and/or
supplemented by the applicable Pricing Supplement. This Offering Circular is to be read and construed together with
any amendments or supplements hereto and in conjunction with all documents which are incorporated herein by
reference (see “Documents Incorporated by Reference”). This Offering Circular shall be read and construed on the
basis that those documents are incorporated and form part of this Offering Circular.
Neither the Arranger (as named in “Overview of the Programme”), the Dealers nor the Agents (as defined in “Terms
and Conditions of the Notes”) have independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by
the Arranger, the Dealers or the Agents as to the accuracy or completeness of the information contained or
incorporated in this Offering Circular or any other information provided by the Issuer in connection with the
Programme. The Arranger, each Dealer and each Agent accordingly disclaims all and any liability, whether arising
in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any other
information provided by the Issuer in connection with the Programme.
No person is or has been authorised by the Issuer, the Arranger, the Dealers nor any Agent to give any information
or to make any representation not contained in or not consistent with this Offering Circular or any other information
supplied in connection with the Programme or the issue or sale of the Notes and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer, the Arranger, any of the Dealers
or any Agent.
Neither this Offering Circular nor any other information (including any financial information) supplied in connection
with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation; (b) should be
considered as a recommendation by the Issuer, the Arranger, any of the Dealers or any Agent that any recipient of
this Offering Circular or any other information supplied in connection with the Programme or any Notes should
purchase any Notes; or (c) is financial product advice, and does not take into account the investment objectives,
financial situation or particular needs of any investor contemplating purchasing any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the Issuer. In making an investment decision, investors must
rely on their own examination of the Issuer and the terms of the Notes being offered, including the merits and risks
involved. Neither this Offering Circular nor any other information (including any financial information) supplied in
connection with the Programme, or the issue of any Notes constitutes an offer or invitation by or on behalf of the
Issuer, the Arranger, any of the Dealers or any Agent to any person to subscribe for or to purchase any Notes.
Investors should review, among other things, the most recently published documents incorporated by reference into
this Offering Circular when deciding whether or not to purchase any Notes.
Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery of any
Notes shall in any circumstances imply that there has been no change in the affairs of the Issuer or that the information
contained herein concerning the Issuer is correct at any time subsequent to the date hereof or the date upon which
this Offering Circular has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the document containing
the same. The Arranger, the Dealers and the Agents expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme or to advise any investor in the Notes issued under the
Programme of any information coming to their attention.
0077961-0000563 SYO1: 2005411343.11 iv
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution
of this Offering Circular and any Pricing Supplement and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Neither the Issuer, the Arranger, the Dealers nor the Agents represent that this Offering Circular may
be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer
or the Dealers which is intended to permit a public offering of any Notes or distribution of this Offering Circular in
any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of
Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes
in the United States of America (the United States), the United Kingdom (the UK), Australia, New Zealand,
Singapore, Japan, Hong Kong, the Republic of Italy, Canada and Switzerland and a prohibition of sales of any Notes
to European Economic Area (EEA) retail investors and UK retail investors, see “Subscription and Sale”.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined
under “Terms and Conditions of the Notes”) of Notes will be set out in the applicable Pricing Supplement.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Conditions, in
which event a supplemental Offering Circular, if appropriate, will be made available which will describe the effect
of the agreement reached in relation to such Notes.
CERTAIN DEFINITIONS
All references in this document to:
• Contact means Contact Energy Limited;
• ESG means environmental, social, and governance;
• euro, EUR and € refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the functioning of the European Union, as amended;
• FY23 means the financial year ending 30 June 2023;
• FY24 means the financial year ending 30 June 2024;
• FY25 means the financial year ending 30 June 2025;
• FY26 means the financial year ending 30 June 2026;
• FY27 means the financial year ending 30 June 2027;
• FY28 means the financial year ending 30 June 2028;
• FY29 means the financial year ending 30 June 2029;
• Group means Contact Energy Limited and its subsidiaries, and its interests in associates and joint
arrangements;
• GWh means gigawatt hour;
• MWp means megawatt peak;
0077961-0000563 SYO1: 2005411343.11 v
• MW means megawatt;
• NZ$ refers to New Zealand dollars;
• p.a. means per annum;
• PJ means petajoule;
• Sterling and £ refer to pounds sterling;
• TWh means terawatt hour; and
• U.S. dollars, USD and U.S.$ refer to United States dollars.
Certain figures and percentages included in this Offering Circular have been subject to rounding adjustments;
accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
In this Offering Circular, unless the contrary intention appears, a reference to a law or a provision of a law is a
reference to that law or provision as extended, amended or re-enacted.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the
suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to
consider, either on its own or with the help of its financial and other professional advisers, whether it:
• has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks
of investing in the Notes and the information contained in or incorporated by reference in this Offering
Circular, any applicable supplement or any applicable Pricing Supplement;
• has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall investment
portfolio;
• has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including
Notes with principal or interest payable in one or more currencies, or where the currency for principal or
interest payments is different from the potential investor’s currency;
• understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant indices and
financial markets; and
• is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors are
subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor
should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2)
Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge
of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Notes under any applicable risk-based capital or similar rules.
PRESENTATION OF FINANCIAL INFORMATION
The Issuer prepares its financial statements as general-purpose financial statements in New Zealand dollars in
accordance with the the New Zealand Generally Accepted Accounting Practice (NZ GAAP) and they comply with
New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable financial
reporting standards. The financial statements also comply with International Financial Reporting Standards (IFRS).
0077961-0000563 SYO1: 2005411343.11 vi
Unless otherwise indicated, financial information of the Issuer included in this Offering Circular has been derived
from the audited financial statements of the Issuer as at and for the financial years ended 30 June 2024 (FY24) and
30 June 2025 (FY25) and the unaudited interim financial statements of the Issuer as at and for the six months ended
31 December 2023 (HY24) and for the six months ended 31 December 2024 (HY25). The consolidated financial
statements for FY24 and FY25 were audited by Ernst & Young. The interim financial statements were reviewed by
Ernst & Young.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilisation
manager(s) (such Dealer or Dealers, the Stabilisation Manager(s)) (or persons acting on behalf of any such
Stabilisation Manager(s)) in the applicable Pricing Supplement may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.
FORWARD-LOOKING STATEMENTS
Certain statements, other than statements of historical facts, included in this Offering Circular, including, without
limitation, those regarding the Issuer’s financial position, business strategy, expenditure, investment or other plans
and objectives of management for future operations, constitute ‘forward-looking statements’. Forward-looking
statements can be identified by the use of forward-looking words such as ‘may,’ ‘should,’ ‘expect,’ ‘believe’,
‘anticipate,’ ‘plan’, ‘estimate,’ ‘scheduled’ or ‘continue’ or the negative of such terms or comparable terminology.
These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important
factors that could cause the actual results, performance or achievements of the Issuer, or industry results, to be
materially different from future results, performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions regarding the Issuer’s present and
future business strategies and the environment in which they will operate in the future. Various factors exist that
could cause actual results, performance or achievements to differ materially from those in the forward-looking
statements. Neither the Issuer nor any other person gives any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements in this Offering Circular will
actually occur and you are cautioned not to place undue reliance on such forward-looking statements. The forward-
looking statements in this Offering Circular reflect views held only as of the date of this Offering Circular. The Issuer
disclaims any obligation or undertaking to disseminate after the date of this Offering Circular any updates or revisions
to any forward-looking statements contained herein to reflect any change in expectations in relation thereto or any
change in events, conditions or circumstances on which any such statement is based. Any subsequent written and
forward-looking statements that may be released and are attributable to the Issuer or persons acting on behalf of any
of them are also expressly qualified in their entirety by the above cautionary statements.
NO REGISTRATION UNDER U.S. SECURITIES ACT
Nothing in this Offering Circular constitutes an offer to sell or the solicitation of any offer to buy the securities of the
Issuer in the United States. The Notes have not been, and will not be, registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States. The Notes are subject to certain
U.S. tax law requirements. The Notes may not be offered or sold or delivered within the United States or to, or for
the account or the benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)) unless
an exemption from the registration requirements of the Securities Act is available and in accordance with all
applicable securities laws of any state of the United States and any other jurisdiction (see “Subscription and Sale”).
See “Form of the Notes” for a description of the manner in which Notes will be issued.
This Offering Circular may not be forwarded or distributed to any U.S. person (as defined in Regulation S) or to any
U.S. address. Any forwarding, distribution or reproduction of this Offering Circular in whole or in part is
unauthorised. Failure to company with this directive may result in a violation of the Securities Act.
0077961-0000563 SYO1: 2005411343.11 vii
IMPORTANT – EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a 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) or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
IMPORTANT – UK RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the UK. For these purposes, a 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; or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (FSMA) and any rules or regulations made under the FSMA to implement the
Directive (EU) 2016/97 (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 (UK MiFIR). Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or
selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE/TARGET MARKET
The Pricing Supplement in respect of any Notes may include a legend entitled “MiFID II Product Governance” which
will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (an EU distributor) should take
into consideration the target market assessment; however, an EU distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
UK MIFIR PRODUCT GOVERNANCE/TARGET MARKET
The Pricing Supplement in respect of any Notes may include a legend entitled “UK MiFIR Product Governance”
which will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a UK distributor)
should take into consideration the target market assessment; however, a UK distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MiFIR Product Governance Rules.
0077961-0000563 SYO1: 2005411343.11 viii
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE
In connection with Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the SFA), the Issuer has
determined, and hereby notifies all relevant persons as defined in Section 309A(1) of the SFA that, unless otherwise
stated in the Pricing Supplement in respect of any Notes, all Notes issued or to be issued under the Programme are
classified as “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018) and “Excluded Investment Products” (as defined in the Monetary Authority of
Singapore Notice SFA 04-N12: Notice on the Sale of Investment Products and the Monetary Authority of Singapore
Notice FAA-N16: Notice on Recommendations on Investment Products).
IMPORTANT NOTICE TO PROSPECTIVE INVESTORS PURSUANT TO PARAGRAPH 21 OF THE
SFC CODE
Prospective investors should be aware that certain intermediaries in the context of certain offerings of the Notes
pursuant to this Programme, each such offering, a CMI Offering, including certain Dealers, may be “capital market
intermediaries” (together, the CMIs) subject to Paragraph 21 of the Hong Kong Code of Conduct for Persons
Licensed by or Registered with the Securities and Futures Commission (the SFC Code). This notice to prospective
investors is a summary of certain obligations the SFC Code imposes on such CMIs, which require the attention and
cooperation of prospective investors.
Certain CMIs may also be acting as “overall coordinators” (OCs) for a CMI Offering and are subject to additional
requirements under the SFC Code. The application of these obligations will depend on the role(s) undertaken by the
relevant Dealers in respect of each CMI Offering.
Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or its group
companies would be considered under the SFC Code as having an association (an Association) with the Issuer, the
CMI or the relevant group company. Prospective investors associated with the Issuer or any CMI (including its group
companies) should specifically disclose this when placing an order for the relevant Notes and should disclose, at the
same time, if such orders may negatively impact the price discovery process in relation to the relevant CMI Offering.
Prospective investors who do not disclose their Associations are hereby deemed not to be so associated. Where
prospective investors disclose their Associations but do not disclose that such order may negatively impact the price
discovery process in relation to the relevant CMI Offering, such order is hereby deemed not to negatively impact the
price discovery process in relation to the relevant CMI Offering.
Prospective investors should ensure, and, by placing an order, prospective investors are deemed to confirm, that
orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e., two or more corresponding
or identical orders placed via two or more CMIs). A rebate may be offered by the Issuer to all private banks for orders
they place (other than in relation to the Notes subscribed by such private banks as principal whereby it is deploying
its own balance sheet for onward selling to investors), payable upon closing of the relevant CMI Offering based on
the principal amount of the Notes distributed by such private banks to investors. Private banks are deemed to be
placing an order on a principal basis unless they inform the CMIs otherwise. As a result, private banks placing an
order on a principal basis (including those deemed as placing an order as principal) will not be entitled to, and will
not be paid, the rebate. Details of any such rebate will be set out in the applicable Pricing Supplement or otherwise
notified to prospective investors. If a prospective investor is an asset management arm affiliated with any relevant
Dealer, such prospective investor should indicate when placing an order if it is for a fund or portfolio where the
relevant Dealer or its group company has more than 50 per cent. interest, in which case it will be classified as a
“proprietary order” and subject to appropriate handling by CMIs in accordance with the SFC Code and should
disclose, at the same time, if such “proprietary order” may negatively impact the price discovery process in relation
to the relevant CMI Offering. Prospective investors who do not indicate this information when placing an order are
hereby deemed to confirm that their order is not a “proprietary order”. If a prospective investor is otherwise affiliated
with any relevant Dealer, such that its order may be considered to be a “proprietary order” (pursuant to the SFC
Code), such prospective investor should indicate to the relevant Dealer when placing such order. Prospective
investors who do not indicate this information when placing an order are hereby deemed to confirm that their order
is not a “proprietary order”. Where prospective investors disclose such information but do not disclose that such
“proprietary order” may negatively impact the price discovery process in relation to the relevant CMI Offering, such
“proprietary order” is hereby deemed not to negatively impact the price discovery process in relation to the relevant
CMI Offering.
0077961-0000563 SYO1: 2005411343.11 ix
Prospective investors should be aware that certain information may be disclosed by CMIs (including private banks)
which is personal and/or confidential in nature to the prospective investor. By placing an order, prospective investors
are deemed to have understood and consented to the collection, disclosure, use and transfer of such information by
the relevant Dealers and/or any other third parties as may be required by the SFC Code, including to the Issuer, any
OCs, relevant regulators and/or any other third parties as may be required by the SFC Code, it being understood and
agreed that such information shall only be used for the purpose of complying with the SFC Code, during the
bookbuilding process for the relevant CMI Offering. Failure to provide such information may result in that order
being rejected.
0077961-0000563 SYO1: 2005411343.11 x
Contents
Page
Overview of the Programme ..................................................................................................................................... 11
Risk Factors .............................................................................................................................................................. 17
Documents Incorporated by Reference .................................................................................................................... 36
Form of the Notes ..................................................................................................................................................... 37
Form of Pricing Supplement ..................................................................................................................................... 40
Terms and Conditions of the Notes .......................................................................................................................... 56
Use of Proceeds ...................................................................................................................................................... 115
Description of the Issuer ......................................................................................................................................... 116
Taxation .................................................................................................................................................................. 138
Subscription and Sale ............................................................................................................................................. 141
General Information ............................................................................................................................................... 151
0077961-0000563 SYO1: 2005411343.11 11
Overview of the Programme
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Pricing Supplement. The Issuer and any relevant Dealer may agree
that Notes shall be issued in a form other than that contemplated in the Conditions, in which event, if
appropriate, a new Offering Circular or a supplemental Offering Circular will be published.
Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes” shall
have the same meanings in this overview.
Key parties
Issuer ....................................... Contact Energy Limited.
Issuer Legal Entity Identifier 549300FT5JOXS1PZ1I32.
Arranger ................................. UBS AG London Branch.
Dealers ..................................... Citigroup Global Markets New Zealand Limited
Mizuho International plc
MUFG Securities Asia Limited
UBS AG London Branch
and any other Dealers appointed in accordance with the
Programme Agreement from time to time.
The Issuer may from time to time terminate the appointment of
any Dealer under the Programme or appoint additional dealers
either in respect of one or more Tranches or in respect of the
whole Programme in accordance with the Programme
Agreement. References in this Offering Circular to Dealers are
to the person listed above as a Dealer and to such additional
persons that are appointed as dealers in respect of the whole
Programme (and, in each case, whose appointment has not been
terminated) and all persons appointed as a dealer in respect of
one or more Tranches.
Principal Paying Agent,
Registrar and Transfer Agent .
Citibank, N.A., London Branch.
Calculation Agent ................... If a Calculation Agent is required for the purpose of calculating
any amount or making any determination under any Tranche or
Series, such appointment will be notified in the applicable
Pricing Supplement.
Agents ...................................... The Registrar, the Principal Paying Agent, the Transfer Agent
and any Calculation Agent are referred to in this Offering
Circular or the Conditions as the Agents.
0077961-0000563 SYO1: 2005411343.11 12
Information relating to the Programme
Description .............................. U.S.$2,000,000,000 Euro Medium Term Note Programme.
Risk Factors ............................ There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes issued under the Programme. In
addition, there are also certain factors which are material for the
purpose of assessing the market risks associated with Notes
issued under the Programme and risks relating to the structure of
a particular Series of Notes issued under the Programme. See
further “Risk Factors”.
Certain Restrictions ............... Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time (see “Subscription and Sale”) including the following
restrictions applicable at the date of this Offering Circular.
Notes having a maturity of less than one year will, if the proceeds
of the issue are accepted in the UK, constitute deposits for the
purposes of the prohibition on accepting deposits contained in
Section 19 of the FSMA unless they are issued to a limited class
of professional investors and have a denomination of at least
£100,000 or its equivalent, see “Subscription and Sale”.
Programme Size ..................... Up to U.S.$2,000,000,000 (or the equivalent of that amount in
one or more other currencies) outstanding at any time. The
programme size may be increased by the Issuer from time to time
in accordance with the terms of the Programme Agreement
without the consent of each holder of a Note (a Noteholder and
together, the Noteholders).
Issuance in Series ................... Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of each
Series will be subject to identical terms, except that the issue date,
the first interest payment date and interest commencement date
may be different in respect of the Tranches. Each Tranche of
Notes will be issued on the terms set out herein under “Terms and
Conditions of the Notes” as amended and/or supplemented by the
Pricing Supplement specific to such Tranche. This Offering
Circular must be read and construed together with any
amendments or supplements hereto and with any information
incorporated by reference herein and, in relation to any Tranche
of Notes, must be read and construed together with the applicable
Pricing Supplement.
As used herein, Tranche means Notes which are identical in all
respects (including as to listing and admission to trading) and
Series means a Tranche of Notes together with any further
Tranche or Tranches of Notes which are (a) expressed to be
consolidated and form a single series and (b) identical in all
0077961-0000563 SYO1: 2005411343.11 13
respects (including as to listing and admission to trading) except
for their respective Issue Dates, and unless this is a Zero Coupon
Note, Interest Commencement Dates and/or first Interest
Payment Date.
Distribution ............................. Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Currencies ............................... Notes may be denominated in Sterling, euro, U.S. dollars, yen,
Swiss francs, Australian dollars, New Zealand dollars, Canadian
dollars and, subject to any applicable legal or regulatory
restrictions, any other currency agreed between the Issuer and the
relevant Dealer.
Maturities ................................ The Notes will have such maturities as may be agreed between
the Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws
or regulations applicable to the Issuer or the relevant Specified
Currency.
Issue Price ............................... Notes may be issued on a fully-paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Form of Notes ......................... Notes will be issued in bearer form as Bearer Notes or registered
form as Registered Notes, in each case as specified in the
applicable Pricing Supplement. Bearer Notes will not be
exchanged for Registered Notes or vice versa.
See “Form of the Notes” for further information.
Clearing Systems .................... Clearstream and Euroclear, in relation to any Tranche of Notes,
such other clearing system as may be agreed between the Issuer,
the relevant Paying Agent and the relevant Dealer(s).
Fixed Rate Notes .................... Fixed interest will be payable on such date or dates as may be
agreed between the Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day Count
Fraction as may be agreed between the Issuer and the relevant
Dealer.
Floating Rate Notes ................ Floating Rate Notes will bear interest at a rate determined on the
basis of the reference rate set out in the applicable Pricing
Supplement.
Interest on Floating Rate Notes in respect of each Interest Period,
as agreed prior to issue by the Issuer and the relevant Dealer, will
be payable on such Interest Payment Dates, and will be calculated
on the basis of such Day Count Fraction, as may be agreed
between the Issuer and the relevant Dealer.
The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer for each Series of
Floating Rate Notes.
0077961-0000563 SYO1: 2005411343.11 14
Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.
Benchmark
Discontinuation. .....................
On the occurrence of a Benchmark Event, the Issuer may (subject
to certain conditions and following consultation with an
Independent Adviser) determine a Successor Rate, failing which
an Alternative Rate and, in either case, an Adjustment Spread, if
any, and any Benchmark Amendments in accordance with
Condition 4.2(c).
Where the Floating Rate Notes reference Compounded Daily
SARON as the Reference Rate, if the Swiss Average Rate
Overnight is unavailable and both a SARON Index Cessation
Event and a SARON Index Cessation Effective Date have
occurred, the fallback provisions in the definition of SARON
provide for the determination of a SARON Recommended Rate
and a SARON Recommended Adjustment Spread, if any, and
any relevant amendments to the Conditions in accordance with
Condition 4.2(x)(b). In addition, if the conditions set out in the
last paragraph of the definition of SARON have been satisfied,
the relevant fallback provisions in Condition 4.2(c) will apply
and the Issuer may (subject to certain conditions and following
consultation with an Independent Adviser) determine an
Alternative Rate, an Adjustment Spread, if any, and any
Benchmark Amendments in accordance with Condition 4.2(c).
Zero Coupon Notes ................ Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Redemption ............................. The applicable Pricing Supplement will indicate either that the
relevant Notes cannot be redeemed prior to their stated maturity
(other than for taxation reasons or following an Event of Default)
or that such Notes will be redeemable at the option of the Issuer
and/or the Noteholders upon giving notice to the Noteholders or
the Issuer, as the case may be, on a date or dates specified prior
to such stated maturity and at a price or prices and on such other
terms as may be agreed between the Issuer and the relevant
Dealer.
If Issuer Clean-Up Call is specified as being applicable in the
applicable Pricing Supplement, the Issuer may, having given to
the Noteholders not less than the minimum period nor more than
the maximum period of notice specified in the applicable Pricing
Supplement, elect to redeem all, but not some only, of the
relevant Notes then outstanding on any date at their Residual
Redemption Amount (together, if appropriate, with interest
accrued to (but excluding) the relevant date of redemption ) at
anytime if 85 per cent. or more of the aggregate nominal amount
of such Series issued shall have been redeemed or purchased and
cancelled.
0077961-0000563 SYO1: 2005411343.11 15
Notes having a maturity of less than one year may be subject to
restrictions on their denomination and distribution, see “Certain
Restrictions” above.
Denomination of Notes........... The Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer save that the minimum
denomination of each Note will be such amount as may be
allowed or required from time to time by the relevant central bank
(or equivalent body) or any laws or regulations applicable to the
relevant Specified Currency, see “Certain Restrictions” above,
and save that the minimum denomination of each Note will be
€100,000 (or, if the Notes are denominated in a currency other
than euro, the equivalent amount in such currency).
Taxation .................................. All payments in respect of the Notes will be made without
deduction for or on account of withholding taxes imposed by any
Tax Jurisdiction, unless such withholding or deduction is
required by law as provided in Condition 7. In the event that any
such deduction is made, the Issuer will, save in certain limited
circumstances provided in Condition 7, be required to pay
additional amounts to cover the amounts so deducted.
Negative Pledge ...................... The terms of the Notes will contain a negative pledge provision
as further described in Condition 3.3.
Events of Default .................... The terms of the Notes will contain Events of Default as further
described in Condition 9.
Status of the Notes .................. The Notes and any Coupons will constitute direct, unconditional,
unsubordinated and (subject to the provisions of Condition 3.3)
unsecured obligations of the Issuer and will rank pari passu
among themselves and (save for certain obligations required to
be preferred by law) equally with all other unsecured obligations
(other than subordinated obligations, if any) of the Issuer, from
time to time outstanding.
Ratings .................................... Notes issued under the Programme may be rated or unrated.
Where a Series of Notes is rated, its rating will be specified in the
applicable Pricing Supplement. The rating of one Series of Notes
may not necessarily be the same as the rating assigned to another
Series of Notes.
A credit rating is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or
withdrawal at any time by the relevant rating organisation. Credit
ratings are for distribution only to a person (a) who is not a “retail
client” within the meaning of section 761G of the Australian
Corporations Act and is also a sophisticated investor,
professional investor or other investor in respect of whom
disclosure is not required under Parts 6D.2 or 7.9 of the
Australian Corporations Act, and (b) who is otherwise permitted
to receive credit ratings in accordance with applicable law in any
jurisdiction in which the person may be located. Anyone who is
0077961-0000563 SYO1: 2005411343.11 16
not such a person is not entitled to receive this Offering Circular
and anyone who receives this Offering Circular must not
distribute it to any person who is not entitled to receive it.
Listing and admission to
trading .....................................
For the listing of any Notes which are agreed at the time of issue
thereof to be listed on the ASX, application will be made by the
Issuer to ASX Limited. There is no assurance that the application
to ASX Limited for the listing of the Notes will be approved.
Notes which are listed on the ASX will not be transferred
through, or registered on, the CHESS operated by ASX
Settlement Pty Limited (ABN 49 008 504 532) and will not be
“Approved Financial Products” for the purposes of that system.
The Notes may also be listed or admitted to trading, as the case
may be, on such other or further stock exchange(s) as may be
agreed between the Issuer and the relevant Dealer in relation to
each Series.
Unlisted Notes may also be issued.
The applicable Pricing Supplement will state whether or not the
relevant Notes are to be listed and/or admitted to trading and, if
so, on which stock exchange(s).
Governing Law ....................... The Notes and any non-contractual obligations arising out of or
in connection with them will be governed by, and shall be
construed in accordance with, English law.
Selling Restrictions ................. There are restrictions on the offer, sale and transfer of the Notes
in the United States, the UK, Australia, New Zealand, Singapore,
Japan, Hong Kong, the Republic of Italy, Canada and
Switzerland, a prohibition of sales of any Notes to EEA retail
investors and UK retail investors and such other restrictions as
may be required in connection with the offering and sale of a
particular Tranche of Notes. See “Subscription and Sale”
United States Selling
Restrictions .............................
Regulation S, Category 2, TEFRA C or D, as specified in the
applicable Pricing Supplement.
Further Issues ......................... The Issuer may from time to time, without the consent of the
Noteholders, create and issue further securities having the same
terms and conditions as the Notes in all respects so that such
further issue shall be consolidated and form a single series with
the Notes.
0077961-0000563 SYO1: 2005411343.11 17
Risk Factors
Prospective investors should note that the risks relating to the Issuer and an individual issue of Notes
summarised in this Offering Circular are the risks that the Issuer believes to be the most essential to an
assessment by a prospective investor of whether to consider an investment in such Notes. However, as
the risks which the Issuer faces relate to events and depend on circumstances that may or may not occur
in the future, prospective investors should consider not only the information on the key risks summarised
in this Offering Circular but also, among other things, the risks and uncertainties described below.
The risks described below are not the only risks that the Issuer faces. Additional risks and uncertainties
not presently known to management or that management currently believes to be immaterial may also
adversely affect the Issuer’s business. Any of these risks may have a material adverse effect on the
business, operations, financial position and/or performance of the Issuer, and may materially impact
the Issuer’s ability to make payments of interest on, and principal of, the Notes.
Prospective investors should also read the detailed information set out elsewhere in this Offering
Circular (including any documents incorporated by reference herein) and reach their own views prior
to making any investment decision.
FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES
Risks relating to the Issuer’s business
Oversupply / reduced demand risk
An oversupply in the energy market, or a sustained reduction in demand for electricity, poses a risk to
Contact. When supply outpaces demand, wholesale electricity prices typically fall, which can reduce
earnings. Potential drivers of oversupply include, for example, persistently high water levels in major
storage lakes resulting from prolonged regional weather conditions, which can lead to increased
hydroelectric generation capacity. Additionally, a downturn in demand from large industrial consumers
– who are among the largest purchasers of electricity – can have a pronounced effect on market balance.
The rapid expansion of renewable energy generation may also contribute to oversupply, particularly if
new capacity comes online faster than demand grows. Furthermore, overall electricity consumption
may decline as businesses scale back operations and households reduce usage as a result of a
recessionary economic environment, compounding the risk of oversupply. There is no assurance that
the energy market in New Zealand will not experience oversupply or reduced demand, and any
sustained period of oversupply or reduced demand may materially and adversely affect Contact’s
business, profitability and financial condition.
Gas availability in New Zealand remains limited, with upstream gas wells experiencing accelerated
decline rates, reducing the volume of gas available for industrial use, electricity generation and
consumer supply. However, if Methanex, one of New Zealand’s biggest users of gas, was to close its
plants and cease operations in New Zealand, such a closure may, despite a wider shortage of gas
availability in the long term, create a short-term over-supply of gas available to be used for thermal
generation. This scenario may adversely impact the financial performance of Contact, particularly if
Contact’s long-term gas supply agreements are at higher prices than any consequential market
correction, locking Contact into unfavourable terms.
The risks described below under “Change in competitive environment risk” and “Regulatory risk” could
also contribute to the risk of oversupply / reduced demand.
0077961-0000563 SYO1: 2005411343.11 18
Undersupply / increased demand risk
Energy market undersupply and/or increased demand could occur, leading to unsustainably high
wholesale prices and/or an adverse government intervention. If Contact is unable to generate sufficient
electricity to meet its own customer demand it would need to purchase electricity from the wholesale
market or directly from other generators, most likely at significant cost. Where retail pricing is unable
to recover the full cost of generation or acquisition of electricity and the full cost of distribution, the
profitability and value of Contact’s business could be adversely affected.
Undersupply and/or increased demand risk may materialise in some of the following ways, all of which
can impact Contact’s overall financial performance and business:
• shorter to medium-term:
• lower than typical levels in major storage lakes in key locations throughout New
Zealand (as experienced in the winter of 2024), sudden thermal plant retirement,
coincident fuel constraints, major plant or grid outage, and further unexpected
reductions in gas field delivery;
• ongoing decline or faster decline in gas supply and ongoing drilling activity than
anticipated, leading to scarcity across the gas market and the potential for increased
fuel costs; and
• global supply chain constraints due to global demand for renewable energy
development or geopolitical events, coupled with Resource Management Act 1991
(Resource Management Act) (or any replacement regime) consenting requirements
causing delays to the building of renewable generation; and
• longer-term:
• limited forward investment in existing gas fields or no new gas field discoveries,
thermal generation retirements, and an inability of gas producers to attract capital for
development reducing the availability of gas to contract and the reliability of the
electricity supply system leading to loss of gas as a viable fuel source and higher prices;
• inability of network and transmission investment to keep up with demand increases and
investment into renewable generation, and an increased risk from low hydrology years;
and
• faster than expected decarbonisation to meet New Zealand’s 2050 emissions targets
increases the demand for electricity before additional renewable generating stations are
built.
Regulatory risk
The activities of Contact are subject to various laws, regulations and government policies. This is a
complex and constantly changing regulatory environment which is subject to the prevailing political
climate. Any material adverse changes in relevant laws, regulations or government policies, including
due to an increased burden on the business as well as risks and direct costs associated with compliance,
may affect the financial performance of Contact.
Changes to market regulation by the government or regulators in New Zealand such as the Electricity
Authority or the Commerce Commission could have a material impact on Contact’s financial
performance.
0077961-0000563 SYO1: 2005411343.11 19
The Commerce Commission, which enforces the Commerce Act 1986 of New Zealand and Fair Trading
Act 1986 of New Zealand, has signalled a more proactive enforcement approach in its latest
enforcement priorities. This includes a stronger focus on litigation, as evidenced by recent proceedings
initiated for alleged breaches of competition and consumer laws. As a result, there is heightened
regulatory risk in relation to Contact’s compliance with competition and consumer laws. Any
enforcement action could result in financial consequences and reputational damage.
Contact may also be adversely affected by changes in laws, regulations or government policies to give
effect to recommendations of bodies such as the Waitangi Tribunal, which examines claims by Māori
that the Crown has acted inconsistently with the principles of the Treaty of Waitangi and makes
recommendations to the government on how to address the breach, which may include regulatory
change. Any resulting regulatory change may limit Contact’s access to resources needed for its
operations or make access to those resources more expensive.
Significant or prolonged infrastructure damage risk
Contact will be dependent on a number of key generation and transmission assets located throughout
New Zealand, not all of which are owned by or under its control. These assets, ancillary assets or
infrastructure connecting those assets to transmission and distribution networks, could be damaged or
destroyed by a natural disaster such as a major volcanic eruption, earthquake or storm. This could result
in a major interruption in Contact’s ability to generate and dispatch electricity into the market, having
a material adverse impact on its financial position and performance.
Contact’s operations are also susceptible to human error in the operation or maintenance of plant and
equipment, as well as to malicious acts including sabotage or terrorism. Any such event could result in
physical damage to generation assets, prolonged outages, or safety incidents. The cost of repairs, lost
generation revenue, and potential liability to third parties could have a material adverse effect on
Contact’s financial condition, operations and reputation. Delays in the availability of critical spare parts,
equipment, or skilled personnel, particularly in the aftermath of a major disruptive event, could
exacerbate this.
There can be no assurance that any insurance Contact has would be able to cover Contact against all
risks and liabilities, and that the insurance sum would cover the full replacement value of all plant and
all possible adverse events. In the event that Contact experiences a loss or liability, the proceeds of an
applicable insurance policy may not respond to cover the full actual loss incurred or related liabilities.
Contact cannot be certain that insurance coverage for all potential liabilities and losses will be available
to Contact in the future on commercially viable terms.
Consenting risk
Consenting risk refers to the risk arising from uncertainties in connection with obtaining or renewing
necessary consents and approvals from governmental, regulatory or other authorities. Contact’s ability
to execute on its development pipeline could be impacted by a failure to get consents for new
development projects, or delays in consents being granted could result in delays in project delivery and
additional costs being incurred. This could impact future earnings or the timing of those future earnings
from those projects. For example, in March 2025 the Expert Consenting Panel convened under the
COVID-19 Recovery (Fast-track Consenting) Act 2020 declined Contact’s consent application for its
proposed Southland Wind Farm project. While Contact has re-applied for consent under the new Fast
Track Approvals Act, this has resulted in delays to the project timeline and additional cost. If consents
are granted but are subject to onerous consent conditions, project delivery costs may increase or the
future potential earnings from a project may be reduced.
0077961-0000563 SYO1: 2005411343.11 20
In addition, failure to achieve re-consents for existing generation assets when existing consents expire,
or for those re-consents to be granted on less favourable terms, may impact the operations and
profitability of existing assets.
Capability and capacity risk
There is no assurance that Contact will continually be able to attract, retain and engage employees of
the right skillset and experience particularly given the strong competition for skilled workers in the
energy industry. In particular, there is a shortage of trained station operators.
As Contact’s operations expand or current employees retire or leave, this may result in a shortage of
skilled or experienced workers in critical roles and may lead to delays in the delivery of projects or cost
overruns, and could adversely affect Contact’s ability to deliver on its strategic goals and objectives.
Contact may incur increased labour costs in seeking to attract and train new employees from a limited
pool of skilled and experienced workers. This may also result in increased reliance on external
contractors or consultants, which could elevate operating costs, disrupt organisational culture and
reduce employee engagement and internal capability over time.
Information technology systems and infrastructure risk
Contact will be reliant on the performance of its and its suppliers’ technology infrastructure and systems
to manage its widely geographically distributed generation assets and other plants. The success of
Contact’s business will depend on the efficient and uninterrupted operation of this infrastructure and
these systems. System interruptions may result from occurrences such as changes to systems, equipment
failure, human error or natural disasters. In addition, Contact’s technologies, systems and
telecommunication networks may potentially become the target of cyber-attacks, including but not
limited to, sabotage, criminal or cyber security threats, computer viruses, malicious code, phishing
attacks or information security breaches. Such attacks may exploit unknown vulnerabilities in Contact’s
systems
There can be no guarantee that measures implemented by Contact to safeguard its information
technology infrastructure or systems will be effective in preventing or mitigating the impact of cyber-
attack or system failure. If its information technology infrastructure or systems were to be interrupted,
compromised or damaged, this could result in the disclosure of confidential or commercially sensitive
information, and a breach of legal or regulatory obligations relating to confidentiality, data protection
and privacy. There is also a risk that Contact could suffer an outage of business critical systems or a
loss of control of assets, potentially leading to operational disruptions such as an inability to dispatch
electricity into the market or adjust to pricing variations, resulting in revenue loss, material harm to its
reputation, the risk of physical damage or injury and/or significant expenditure to restore functionality.
Data security
With a large and diverse customer base, Contact holds large volumes of confidential personal and
business data within its systems. Data held by Contact may be accessed or used in an unauthorised
manner, whether through cyber-attacks, system breaches or human error. The frequency and
sophistication of cyber-attacks on businesses is growing.
If Contact suffers a major cyber-attack or data security breach, its reputation would be damaged – which
could lead to a loss of existing customers, an inability to attract new customers, and a corresponding
loss in revenue. Contact may also incur regulatory fines, penalties or claims as a result of any privacy
breach.
0077961-0000563 SYO1: 2005411343.11 21
A successful cyber-attack could also compromise control over its assets, potentially leading to
operational disruptions such as an inability to dispatch electricity into the market or adjust to pricing
variations, resulting in revenue loss, material harm to its reputation, the risk of physical damage or
injury, and/or significant expenditure to restore functionality.
Integration and realisation of expected synergies between Contact and Manawa
In July 2025, Contact completed its acquisition of 100 per cent of Manawa Energy Limited (Manawa).
There is a risk that the integration of Contact and Manawa may encounter unexpected challenges or
issues, including potential disruption to the operations of both businesses, diversion of senior
management’s attention, loss of customers, key personnel and corporate knowledge or unexpected costs
arising from the increased scale of the Group.
Contact may become exposed to liabilities that Manawa has incurred or is liable for in respect of its
respective prior acts or omissions, including liabilities which were not identified during due diligence
or which are greater than expected. These could include liabilities relating to historical accounting errors
or mis-application of accounting standards, claims by taxation authorities, employee claims or other
potential employment law compliance claims, customer claims, regulatory compliance breaches and
other claims or litigation.
In addition, integration or strategy implementation may take longer than expected or may incur
additional costs so that the extraction of potential benefits and synergies of the combination of Manawa
and Contact may be less, or take longer to achieve, than expected. If Manawa’s business is not integrated
effectively into Contact or the expected portfolio benefits or synergies are not realised to the extent and
within the timeframes anticipated, the Group’s financial performance could be adversely affected.
Project and resource risks
Development projects undertaken by Contact will carry construction and project-related risks that
would be considered normal for those types of investment. These risks include the risk of accident or
other health and safety events, supply-chain risks, errors in design, construction or commissioning
difficulties or defects, geotechnical conditions varying materially from what is expected, lack of
availability of specialist equipment or people, unfavourable weather conditions for construction,
contractor default, delay, cost overrun where pricing is not fixed and failure to achieve intended
specifications. Any delays to development projects could potentially result in increased operating costs
and may have adverse impacts on Contact’s future business operations and profitability.
Contact may also implement new projects to maintain and improve assets, reduce operating expenses,
and introduce new products and services. Any such projects will be subject to project-related risks as
described above.
Supply chain risk – goods and services
Contact purchases certain goods and services from suppliers to build, maintain and operate its
generation assets, deliver customer services and support corporate functions. These include suppliers
of specialised equipment, maintenance services, software systems and third-party labour. Any
disruption in the supply of critical goods or services could impair Contact’s ability to maintain asset
performance, deliver projects on schedule or meet customer expectations.
In addition to operational risks, there is also a risk that suppliers may not meet the ESG standards
Contact has set for itself, particularly in areas such as emissions reduction, labour practices, modern
slavery, and ethical sourcing. Failure to uphold ESG standards across the supply chain, particularly
where supplier practices conflict with Contact’s public ESG commitments, could result in reputational
0077961-0000563 SYO1: 2005411343.11 22
damage or regulatory scrutiny and may undermine Contact’s positioning as a responsible and
sustainable business.
Economic downturn and general macroeconomic conditions
Adverse changes in general macroeconomic conditions in New Zealand and globally, including periods
of economic downturn or recession, heightens existing risks and introduces new challenges.
Geopolitical uncertainty, such as that resulting from the Russia-Ukraine conflict, ongoing tensions in
the Middle East and new tariffs introduced by the United States under the Trump administration, has in
recent times caused significant volatility in financial markets and may negatively affect general
macroeconomic stability, with potential adverse impacts on Contact’s business and financial position.
These factors may affect both short-term results and long-term strategic objectives of Contact including:
• greater costs and/or constraints on the business, including construction and project-related costs
and supply chain risks;
• a potential reduction in electricity demand, particularly among commercial and industrial
consumers, who may scale back production, reduce operating hours, or even cease operations.
Contraction in demand from commercial and industrial consumers can increase the risk of
oversupply of generation capacity and depressed pricing in the wholesale market;
• residential and business consumers may experience greater difficulty in meeting their energy
costs with the result that there may be increased regulatory focus on pricing or other
intervention. Rising unemployment, reduced household incomes and tighter credit conditions
can also lead to higher levels of customer arrears and bad debt; and
• a wider market reluctance to commit to growth projects due to uncertainty.
These risks could adversely impact Contact’s ability to operate its business and/or implement its
ongoing capital investment projects.
Risks relating to Contact’s retail business
Over the next five years there will be a material increase in the costs for Contact’s retail business through
regulated changes to distribution and transmission pricing and the underlying cost of energy. Contact’s
retail tariff changes have not been able to recover the cost of electricity along with the large increase in
network costs and Contact’s retail business is currently forecast to be loss making in FY26. All other
electricity retailers are seeing the same cost pressures but may pass these costs on to customers at
different times than Contact, resulting in some earnings volatility as Contact looks to recover costs and
remain competitive in the market. If forward electricity prices continue to remain high and tariff changes
do not keep pace with the anticipated changes to input costs, the profitability of Contact’s retail business
may continue to be affected.
Customers are becoming more price-sensitive and service-aware, and if retail price increases are not
matched by perceived improvements in service or value or there is any misalignment between pricing
and customer expectations this could lead to higher churn rates, reputational damage, and reduced
customer lifetime value.
As energy costs rise, affordability becomes a growing concern for residential and business customers.
Contact is exposed to customer credit risk and expects to see increased instances of late payments and
bad debt.
See also “Regulatory risk” above in relation to heightened regulatory risk in respect of Contact’s
compliance with competition and consumer laws.
0077961-0000563 SYO1: 2005411343.11 23
Change in competitive environment risk
The construction of new generation capacity by competitors could materially affect the prices Contact
is able to achieve for its electricity sales in the wholesale market. See also “Oversupply / reduced
demand risk” above.
Contact’s ability to maintain its competitive position will depend on its ability to provide products and
services that keep pace with consumer expectations at competitive prices and market trends. This could
be a challenge if there is a significant change in the competitive environment, potentially leading to a
material adverse impact on revenue if Contact is not able to compete effectively and adapt to evolving
consumer expectations.
Contact operates in an industry that will be impacted by new technologies. Failure to keep pace with
potential new technology developments could lead to Contact being less effective against its
competitors, resulting in an adverse impact on its financial performance.
Strategic investments and acquisitions
Contact’s business strategy depends, in part, on Contact’s ability to enter into joint ventures or strategic
partnerships and to identify and capture opportunities to acquire or invest in suitable assets or
companies. There is no assurance that Contact will be able to do so on commercially acceptable terms
or at all, which could adversely affect Contact’s ability in delivering its strategic objectives.
Even if Contact is successful in forming joint ventures or strategic partnerships or in acquiring or
investing in certain assets or companies, there is no assurance that these will integrate smoothly with
the existing business of the Group or that the expected benefits or synergies will be realised.
Health, Safety & Wellbeing
The nature of Contact’s business means that Contact and some of its workers and contractors could be
exposed to hazardous materials, heavy machinery and dangerous plant.
Contact has a strong focus on ensuring that the health and safety of its employees and contractors is
paramount, including through imposing strict contractual requirements on, and management of, services
provided by third parties. Nevertheless, there is the potential for harm to occur at one of Contact’s sites
which results in harm, serious injury or death. Non-compliance with environmental and health and
safety laws and regulations by either Contact or its employees or contractors could result in fines or
penalties, remediation costs or claims made against Contact, as well as reputational damage.
Additionally, changes in health and safety or environmental regulations may require Contact to invest
additional capital expenditure or incur higher ongoing compliance costs, resulting in a negative impact
on Contact’s financial performance.
ESG risks
If Contact does not sufficiently consider and respond to ESG considerations in both its business strategy
and investment decision-making, there will be a risk of adverse impacts upon its business.
Investors, regulators, customers, employees, and other stakeholders place a strong emphasis on ESG
performance. New and more stringent regulatory requirements include reporting standards and
compliance obligations, covering issues such as carbon emissions, climate-related financial risks,
modern slavery, diversity and inclusion and supply chain due diligence.
0077961-0000563 SYO1: 2005411343.11 24
Companies must demonstrate not only compliance with minimum standards, but also leadership in
transparency, accountability and responsible business conduct across all aspects of their operations.
Furthermore, institutional investors and lenders are increasingly integrating ESG criteria into their
investment decisions, meaning that companies perceived as lagging in their ESG commitments may
face restricted access to capital, higher borrowing costs or divestment.
Reputational risk is also significant. Contact has set ambitious ESG targets, including achieving Net
Zero for Scope 1 and 2 emissions from generation by 2035. If Contact is seen by stakeholders as failing
to meet its ESG targets and expectations, whether due to insufficient action, lack of transparency, failing
to meet evolving ESG reporting standards or poor performance relative to peers, this may undermine
stakeholder confidence, attract scrutiny from regulators, and Contact may suffer damage to its brand,
and diminished attractiveness as an employer. This can translate into reduced market share, difficulties
in attracting and retaining talent and may impact Contact’s ability to position itself as a leader in the
energy transition.
Heightened expectations of stakeholder groups, including local communities and cultural partnerships,
in areas that are impacted by particular assets lead to Contact incurring additional cost, and if those
expectations are not met, could restrict access to resources and cause reputational damage. Maintaining
strong, respectful, and enduring relationships with local communities — including Iwi, Hapū and
Tangata Whenua — is critical to the success of Contact’s operations and future development projects.
A failure to engage meaningfully or to uphold commitments with these stakeholders could result in
reputational damage, project delays, legal challenges, or the loss of social licence to operate.
In addition, there is a risk of legal or reputational issues as a result of allegations of “greenwashing”, if
Contact’s public statements or marketing about its ESG initiatives are not matched by its actual practices
or outcomes.
These risks also extend to Contact’s supply chain, where failure by suppliers to meet ESG standards
may undermine Contact’s own ESG commitments and stakeholder confidence (refer to “Supply chain
risk – goods and services” above).
Climate change risk
Climate change presents a risk to Contact’s business, operations and customers. The increasing
frequency and severity of extreme weather events, such as storms, floods, heatwaves, droughts and
cyclones, can cause physical damage to infrastructure, disrupt operations, and increase maintenance and
repair costs. Chronic climate impacts, including gradual changes in temperature, rainfall patterns and
water availability, may affect the operational capability of Contact’s generation assets.
Contact owns and operates numerous hydroelectric power stations, which together contribute a
substantial portion of its total electricity generation. Changing climate conditions may potentially alter
rainfall patterns across New Zealand, leading to greater concentration and intensity of rainfall events
and increased frequency of droughts. Therefore, Contact is exposed to the risk of its hydro plants being
unable to operate to full capacity (or at all) in the event of extremely low water levels. This may
adversely impact the operations and financial performance of Contact, particularly in the case of
prolonged drought conditions. For example, in 2024, New Zealand experienced a hydrologically dry
year, which impacted hydroelectric output. National hydro storage was significantly reduced, and
heavier reliance on thermal generation was required to meet demand.
In addition, non-physical impacts of climate change, in the form of policy, regulatory, legal, technology
and market responses to the challenges posed by climate change may adversely impact Contact’s
financial performance. Contact may face increased costs of compliance, investment in new technologies
and potential liabilities for failing to meet regulatory or stakeholder expectations.
0077961-0000563 SYO1: 2005411343.11 25
Risks relating to Contact’s monthly operating reports and forward-looking financial information
Contact releases monthly operating reports on its actual performance. While these reports are a useful
reference point for understanding Contact’s operational performance and business trajectory, they are
not audited or reviewed by independent auditors. Accordingly, they should not be relied upon as
providing the same level of assurance or reliability as audited financial information statements.
Contact may also, from time to time, provide normalised and expected earnings before interest, tax,
depreciation, amortisation, asset impairment and write offs (EBITDAF) indications or other forward-
looking indications to the market. Expected EBITDAF is based on mean hydrology conditions and
Contact’s assessment of events and conditions existing at the time. Dry hydrological conditions may
necessitate increased use of more expensive thermal generation, which may adversely affect Contact’s
financial performance, including expected EBITDAF. Conversely an excess of water and/or must run
intermittent renewables (e.g. wind) can lead to periods of low wholesale electricity prices available on
the spot market. Investors should be aware that reliance on forward-looking information carries the risk
that Contact’s actual financial performance may fall short of expectations, potentially affecting its
ability to meet financial obligations or maintain credit metrics.
Such monthly operating reports and forward-looking financial indications are not incorporated by
reference in this Offering Circular and do not form part of this Offering Circular.
NZX/ASX compliance risk
Contact is listed on both the New Zealand Stock Exchange (NZX) and on the Australian Securities
Exchange (ASX) with its ASX listing held under the “foreign exempt” category. While this dual listing
provides access to a broader investor base, it also exposes Contact to overlapping legal and regulatory
regimes and can introduce additional compliance costs.
Any failure by Contact to comply with the applicable laws and regulatory requirements could adversely
affect investor confidence and Contact’s ability to raise capital, and could result in shareholder claims
and/or enforcement action by NZX Regulation Limited (NZ RegCo), the Financial Markets Authority,
the ASX, the Australian Securities and Investments Commission (ASIC) leading to reputational
damage, civil penalties, criminal prosecution, and in extreme cases, suspension or delisting from the
NZX and/or ASX.
Additional risks and uncertainties relating to Contact’s business
There are a range of other general risks, which may impact on Contact, which include but are not limited
to:
• force majeure events and other events outside of Contact’s control impacting upon the global
economy and Contact’s operations. These events include, but are not limited to, the imposition
of tariffs that directly or indirectly affect global supply chains or markets for equipment or
services that Contact requires, acts of terrorism, international hostilities, natural disasters,
seismic events, severe weather events, industrial action, labour shortages, fluctuations in
commodity prices or other events or occurrences that can have an adverse effect on Contact’s
assets, operations and financial performance. Contact only has a limited ability to insure against
some of these risks;
• Contact’s insurance may not be adequate or may not cover particular risks. There is also a risk
that in the future Contact is unable to take out insurance of equivalent coverage or that the cost
of obtaining insurance increases significantly;
0077961-0000563 SYO1: 2005411343.11 26
• risks that may exist of which Contact may be unaware, including latent, future or otherwise
unknown claims or liabilities;
• litigation and disputes brought by customers, suppliers, employees, government bodies, tax
authorities, tribunals or other third parties, which could have significant economic costs and
have the potential to affect its financial standing or its reputation and to divert the attention of
staff from the ordinary business of Contact; and
• Contact will rely on access to debt and equity financing. The ability to secure financing, or
financing on acceptable terms, may be materially adversely affected by volatility in financial
markets and changes in the macroeconomic landscape (such as fluctuations in interest rates,
foreign exchange rates or commodity prices). A downgrade in the credit rating of Contact would
also likely to adversely affect Contact’s ability in securing financing. For these or other reasons,
financing may be unavailable or the cost of financing may significantly increase. Such inability
to obtain, or increase to the costs of obtaining, debt or equity financing could materially
adversely affect Contact’s assets, operations or financial performance.
FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET
RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME
Risks related to the structure of a particular issue of Notes
A range of Notes may be issued under the Programme. A number of these Notes may have features
which contain particular risks for potential investors. Set out below is a description of the most common
such features, distinguishing between factors which may occur in relation to any Notes and those which
might occur in relation to certain types of Notes.
Notes subject to optional redemption by the Issuer
An optional redemption feature of Notes is likely to limit their market value. During any period when
the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise
substantially above the price at which they can be redeemed. This also may be true prior to any
redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate
on the Notes. At those times, an investor generally would not be able to reinvest the redemption
proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may
only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk
in light of other investments available at that time.
Any additional optional redemption right of the Issuer in relation to any Notes will be set out in the
applicable Pricing Supplement.
Notes which are issued at a substantial discount or premium may experience price volatility in
response to changes in market interest rates
The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium
to their principal amount tend to fluctuate more in relation to general changes in interest rates than do
prices for conventional interest-bearing securities. Generally, the longer the remaining term of the
securities, the greater the price volatility as compared to conventional interest bearing securities with
comparable maturities.
0077961-0000563 SYO1: 2005411343.11 27
Notes which are issued with variable interest rates or which are structured to include a multiplier or
other leverage factor are likely to have more volatile market values than more standard securities
Notes with variable interest rates can be volatile investments. If they are structured to include
multipliers or other leverage factors, or caps or floors, or any combination of those features or other
similar related features, their market values may be even more volatile than those for securities that do
not include those features.
The value of Fixed Rate Notes may be adversely affected by movements in market interest rates
Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase
above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes.
Certain risks related to Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed
rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such
a conversion, this will affect the secondary market in, and the market value of, the Notes since the Issuer
may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If
the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the
Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating
Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower
than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such
circumstances, the fixed rate may be lower than then prevailing rates on its Notes and could affect the
market value of an investment in the relevant Notes.
Certain risks related to Inverse Floating Rate Notes
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a
reference rate such as the Euro–zone interbank offered rate (EURIBOR). The market values of those
Notes typically are more volatile than market values of other conventional floating rate debt securities
based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes
are more volatile because an increase in the reference rate not only decreases the interest rate of the
Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the
market value of these Notes.
The regulation and reform of “benchmarks” may adversely affect the value of Notes linked to or
referencing such “benchmarks”
Interest rates and indices which are deemed to be “benchmarks” (including, amongst others, EURIBOR)
are the subject of national and international regulatory guidance and reform aimed at supporting the
transition to robust benchmarks. Most reforms have now reached their planned conclusion and
“benchmarks” remain subject to ongoing monitoring. These reforms may cause benchmarks to perform
differently than in the past, to disappear entirely, or have other consequences which cannot be predicted.
Any such consequence could have a material adverse effect on any Notes linked to or referencing a
“benchmark”.
In Europe, Regulation (EU) 2016/1011 (the EU Benchmarks Regulation) applies, subject to certain
transitional provisions, to the provision of in-scope “benchmarks”, the contribution of input data to an
in-scope “benchmark” and the use of an in-scope “benchmark” within the European Union. Among
other things, it (i) requires benchmark administrators to be authorised or registered (or, if non-European
Union-based, to be subject to an equivalent regime or otherwise recognised or endorsed) and (ii)
prevents certain uses by European Union supervised entities of in-scope “benchmarks” of
0077961-0000563 SYO1: 2005411343.11 28
administrators that are not authorised or registered (or, if non-European Union based, not deemed
equivalent or recognised or endorsed).
In the UK, Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of the EUWA (the
UK Benchmarks Regulation), among other things, applies to the provision of “benchmarks” and the
use of a “benchmark” in the UK. Similarly, it prohibits the use in the UK by UK-supervised entities of
benchmarks of administrators that are not authorised by the UK Financial Conduct Authority (the FCA)
or registered on the FCA register (or, if non-UK based, not deemed equivalent or recognised or
endorsed).
The EU Benchmarks Regulation and/or the UK Benchmarks Regulation, as applicable, could have a
material impact on any Notes linked to or referencing a benchmark which is in-scope of one or both
regulations, in particular, if the methodology or other terms of the benchmark are changed in order to
comply with the requirements of the EU Benchmarks Regulation and/or the UK Benchmarks
Regulation, as applicable. Such changes could, among other things, have the effect of reducing,
increasing or otherwise affecting the volatility of the published rate or level of the relevant benchmark.
More broadly, any of the international or national reforms, or the general increased regulatory scrutiny
of “benchmarks”, could increase the costs and risks of administering or otherwise participating in the
setting of a “benchmark” and complying with any such regulations or requirements.
It is not possible to predict with certainty whether, and to what extent, EURIBOR, SONIA, SOFR,
€STR (each as defined in the Conditions, as applicable) and the Swiss Average Rate Overnight (as used
in the context of this risk factor, SARON) or any other benchmark will continue to be supported going
forwards. This may cause EURIBOR, SONIA, SOFR, €STR, SARON or any other such benchmark to
perform differently than they have done in the past, and may have other consequences which cannot be
predicted. The transition from the London interbank offered rate (LIBOR) for Sterling or U.S. dollars
or Swiss francs to SONIA or SOFR or SARON, as applicable, from EURIBOR to €STR or from the
inter-bank offered rate (IBOR) for any other currency to a risk-free rate, or the elimination of
EURIBOR, SONIA, SOFR, €STR, SARON or any other benchmark, or changes in the manner of
administration of any benchmark, could require an adjustment to the Conditions, or result in other
consequences, in respect of any Notes referencing such benchmark. Such factors may have the
following effects on certain “benchmarks”: (i) discourage market participants from continuing to
administer or contribute to the “benchmark”; (ii) trigger changes in the rules or methodologies used in
the “benchmark”; (iii) lead to the disappearance of the “benchmark”; or (iv) result in the effective
application of a fixed rate based on the rate which applied in the previous period when the relevant
“benchmark” was available.
Investors should consult their own independent advisers and make their own assessment about the
potential risks imposed by the EU Benchmarks Regulation, the UK Benchmarks Regulation or any of
the international or national reforms and the possible application of the benchmark replacement
provisions of Notes in making any investment decision with respect to any Notes referencing a
“benchmark”.
The Conditions of certain Floating Rate Notes provide for fallback arrangements that may not
operate as intended or may result in a Rate of Interest on such Notes that would be less than the
original reference rate
Investors should be aware that in the case of certain Floating Rate Notes, the Conditions provide for
certain fallback arrangements in the event that a published benchmark, including an inter-bank offered
rate (such as EURIBOR) or another relevant reference rate ceases to exist or be published.
In respect of Floating Rate Notes (other than Floating Rate Notes where the Reference Rate is
Compounded Daily SARON), the Conditions provide for certain fallback arrangements in the event
0077961-0000563 SYO1: 2005411343.11 29
that a Benchmark Event (as defined in the Conditions) occurs in respect of an Original Reference Rate
or other relevant reference rate and/or any page on which such benchmark may be published (or any
other successor service) becomes unavailable. Such fallback arrangements include the possibility that
the Rate of Interest could be set by reference to a Successor Rate or an Alternative Rate (both as defined
in the Conditions), with the application of an adjustment spread (which could be positive, negative or
zero), and may include amendments to the Conditions to ensure the proper operation of the new
benchmark, all as determined by the Issuer (acting in good faith and in consultation with an Independent
Adviser) and as more fully described at Condition 4.2(c). It is possible that the adoption of a Successor
Rate or Alternative Rate, including any adjustment spread, may result in any Notes linked to or
referencing an Original Reference Rate performing differently (which may include payment of a lower
Rate of Interest) than they would if the Original Reference Rate were to continue to apply in its current
form. There is also a risk that the relevant fallback provisions may not operate as expected or intended
at the relevant time. See further Condition 4.2(c).
Furthermore, in certain circumstances, the ultimate fallback for the purposes of calculation of the Rate
of Interest for a particular Interest Period may result in the Rate of Interest for the last preceding Interest
Period being used. This may result in the effective application of a fixed rate for Floating Rate Notes
based on the rate which was last observed on the Relevant Screen Page or the initial Rate of Interest
applicable to such Notes on the Interest Commencement Date. In addition, due to the uncertainty
concerning the availability of any Successor Rate or Alternative Rate or SARON Recommended
Replacement Rate, any determinations that may need to be made by the Issuer and the involvement of
any Independent Adviser, the relevant fallback provisions may not operate as expected or as intended
at the relevant time.
In respect of Floating Rate Notes where the Reference Rate is Compounded Daily SARON, if for any
Zurich Banking Day in any SARON Observation Period, the Swiss Average Rate Overnight is no longer
representative or may no longer be used or is no longer provided by the SARON Administrator, the
Principal Paying Agent or the Calculation Agent, as applicable, for such Floating Rate Notes will be
required to use the alternative methods described in paragraphs (ii) and (iii) of the definition of
“SARON” set out in the Conditions for such Zurich Banking Day in place of the Swiss Average Rate
Overnight for purposes of determining “Compounded Daily SARON” for the relevant Interest
Accrual Period, which methods include using the rate, if any, that has been recommended as the
replacement for the Swiss Average Rate Overnight by a SARON Recommending Body (i.e., a SARON
Recommended Replacement Rate and giving effect to the SARON Recommended Adjustment
Spread, if any), using the SNB Policy Rate (giving effect to the SNB Adjustment Spread, if any). If
the conditions set out in the last paragraph of the definition of “SARON” have been satisfied, then
Condition 4.2(c) provides for certain fallback arrangements. These fallback arrangements include the
possibility that the Rate of Interest could be set by reference to an Alternative Rate (as defined in the
Conditions), with the application of an Adjustment Spread (which could be positive, negative or zero),
and may include amendments to the Conditions to ensure the proper operation of the Alternative Rate
(including any Adjustment Spread), all as determined by the Issuer (acting in good faith and in
consultation with an Independent Adviser) and as more fully described at Condition 4.2(c). In such
event, a Successor Rate (as defined in the Conditions) will not apply to such Floating Rate Notes where
the Reference Rate is Compounded Daily SARON. See further Condition 4.2(c).
Any such consequences could have a material adverse effect on the value, market price or liquidity of
and return on any such Floating Rate Notes. Moreover, any of the above matters or any other significant
change to the setting or existence of any relevant reference rate could affect the ability of the Issuer to
meet its obligations under the Floating Rate Notes and/or could have a material adverse effect on the
value, market price or liquidity of, and the amount payable under, such Floating Rate Notes.
0077961-0000563 SYO1: 2005411343.11 30
The market continues to evolve in relation to SONIA, SOFR, SARON and €STR as reference rates
Interest on Notes may be determined by reference to a risk-free rate, such as SONIA, SOFR, the Swiss
Average Rate Overnight (as used in the context of this risk factor, SARON) or €STR (the Risk-Free
Rates). The Risk-Free Rates, whether determined on a compounded daily basis or as a weighted average
rate (as applicable) for a specified period, differ from term rates such as IBORs in a number of material
respects, including (without limitation) that the Risk-Free Rates are backwards-looking, risk-free (and,
in the case of SOFR and SARON, secured) overnight rates, whereas such term rates are expressed on
the basis of a forward-looking term and include a credit risk-element based on inter-bank lending. While
forward-looking term rates based on certain risk-free rates have been or are being developed, it is
uncertain whether the capital markets will move to referencing those term rates for public bond issues,
or whether regulators would be content to allow such adoption. As such, investors should be aware that
the Risk-Free Rates may behave materially differently as interest reference rates, in contrast to an IBOR,
for Notes issued under the Programme. The use of the Risk-Free Rates, whether on a compounded daily
or a weighted average basis (as applicable), as a reference rate for bonds is nascent, and is subject to
change and development, both in terms of the substance of the calculation and in the development and
adoption of market infrastructure for the issuance and trading of debt securities referencing such Risk-
Free Rates.
Prospective investors in any Notes referencing a Risk-Free Rate should further be aware that the market
continues to develop in relation to the Risk-Free Rates as reference rates in the capital markets and their
adoption as an alternative to an equivalent IBOR. For example, in the context of backwards-looking
risk-free rates, market participants and relevant working groups have explored different methodologies,
such as daily compounding rates and weighted average rates, and forward-looking ‘term’ reference rates
for certain of the Risk-Free Rates (which seek to measure the market’s forward expectation of an
average rate for the relevant Risk-Free Rate over a designated term) have also been or are being,
developed.
The market or a significant part thereof may adopt an application of a Risk-Free Rate that differs
significantly from that set out in the Conditions referencing such Risk-Free Rate. In addition, the
methodology for determining any overnight rate index by reference to which the Rate of Interest in
respect of certain Notes may be calculated could change during the life of any Notes. Furthermore, the
Issuer may in future issue Notes referencing any of the Risk-Free Rates that differ materially in terms
of interest determination when compared with any previous Notes referencing the relevant Risk-Free
Rate issued by it under the Programme. The nascent development of the Risk-Free Rates as interest
reference rates for the bond markets, as well as continued development of rates based on the Risk-Free
Rates for such market and the market infrastructure for adopting such rates, could result in reduced
liquidity or increased volatility or could otherwise affect the market price of any Notes linked to any of
the Risk-Free Rates issued under the Programme from time to time.
The manner of adoption or application of rates based on the Risk-Free Rates in one market may differ
materially compared with the application and adoption of rates based on the Risk-Free Rates in other
markets, such as the derivatives and loan markets, including the manner of adoption or application by
the Issuer. Investors should carefully consider how any mismatch between the adoption of the Risk-
Free Rates across these markets may impact any hedging or other financial arrangements which they
may put in place in connection with any acquisition, holding or disposal of Notes referencing any of
the Risk-Free Rates. If the market adopts a different calculation method, that may adversely affect the
market value of the Notes linked to any of the Risk-Free Rates.
Compounded Daily SONIA, Compounded Daily SOFR and Compounded Daily SARON differ from
Sterling, U.S. dollar LIBOR and CHF LIBOR, respectively, in a number of material respects, including
(without limitation) that Compounded Daily SONIA, Compounded Daily SOFR and Compounded
Daily SARON are backwards-looking, compounded and based on risk-free (and in the case of SONIA
and SOFR, secured) overnight rates, whereas Sterling, U.S. dollar and CHF LIBOR are expressed on
0077961-0000563 SYO1: 2005411343.11 31
the basis of a forward-looking term and include a credit risk-element based on inter-bank lending. In
respect of SONIA and SOFR, where Index Determination is specified as being applicable in the
applicable Pricing Supplement, the interest rate for each Interest Accrual Period is calculated by
reference to the relevant index and not the SOFR rate published on or in respect of a particular date
during such Interest Accrual Period or an arithmetic average of SOFR rates during such Interest Accrual
Period. Each of the SONIA Compounded Index and the SOFR Index measures the cumulative impact
of compounding SONIA or SOFR, respectively, on a unit of investment over time. The value of the
SONIA Compounded Index or the SOFR Index on a particular business day reflects the effect of
compounding SONIA or SOFR, respectively, on such business day and allows the calculation of
compounded SONIA or SOFR averages, as applicable, over custom time periods. For this and other
reasons, the interest rate on Floating Rate Notes referencing Compounded Daily SONIA or
Compounded Daily SOFR during any Interest Accrual Period will not be the same as the interest rate
on other SONIA or SOFR-linked investments that use an alternative basis to determine the applicable
interest rate. Further, if the SONIA or SOFR rate in respect of a particular date during an Interest
Accrual Period is negative, its contribution to the relevant compounded rate will be less than one,
resulting in a reduction to such compounded rate used to calculate the interest payable on any Floating
Rate Notes referencing Compounded Daily SONIA or Compounded Daily SOFR on the Interest
Payment Date for such Interest Accrual Period. As such, investors should be aware that there may be a
material difference in the behaviour of Sterling LIBOR and SONIA or U.S. dollar LIBOR and SOFR
or CHF LIBOR and SARON as interest reference rates for Floating Rate Notes. The use of SONIA,
SOFR and SARON as reference rates for debt securities is nascent, and is subject to change and
development, both in terms of the substance of the calculation and in the development and adoption of
market infrastructure for the issuance and trading of debt securities referencing SONIA, SOFR and/or
SARON, respectively.
Each of the Bank of England, the Federal Reserve Bank of New York and the SARON Administrator
publishes certain historical indicative secured overnight financing rates, although such historical
indicative data inherently involves assumptions, estimates and approximations. Potential investors in
Notes referencing SONIA, SOFR or SARON should not rely on such historical indicative data or on
any historical changes or trends in SONIA or SOFR or SARON, as the case may be, as an indicator of
the future performance of SONIA or SOFR or SARON, respectively. For example, since the initial
publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes
in comparable benchmark or market rates. Accordingly, SONIA, SOFR and SARON over the term of
any Notes referencing SONIA, SOFR or SARON, respectively, may bear little or no relation to the
historical actual or historical indicative data.
In respect of €STR, the European Central Bank (or a successor), as administrator of €STR, may make
methodological or other changes that could change the value of €STR, including changes related to the
method by which €STR is calculated, eligibility criteria applicable to the transactions used to calculate
€STR, or timing related to the publication of €STR. If the manner in which €STR is calculated is
changed, that change may result in a reduction of the amount of interest payable on the relevant Notes,
which may adversely affect the trading prices of such Notes. The administrator of €STR may withdraw,
modify, amend, suspend or discontinue the calculation or dissemination of €STR, respectively, in its
sole discretion and without notice and has no obligation to consider the interests of holders of the
Floating Rate Notes in calculating, withdrawing, modifying, amending, suspending or discontinuing
€STR.
Further, although the provisions of the Conditions for determining the Rate of Interest by reference to
the compounded €STR index are based upon the guidance published by the European Central Bank for
calculating compounded €STR rates by reference to the compounded €STR index, there can be no
assurance that the European Central Bank’s methodology for determining the compounded €STR index,
or its guidance for calculating compounded €STR rates by reference to such index, will not change over
time.
0077961-0000563 SYO1: 2005411343.11 32
Investors should carefully consider these matters when making their investment decision with respect
to any such Floating Rate Notes.
The Rate of Interest on Notes which reference any of the Risk-Free Rates will be capable of being
determined only near the end of the relevant Interest Accrual Period
The Rate of Interest on Notes which reference any of the Risk-Free Rates is only capable of being
determined immediately prior to the relevant Interest Payment Date. It may be difficult for investors in
Notes which reference the Risk-Free Rates to estimate reliably the amount of interest which will be
payable on such Notes, and some investors may be unable or unwilling to trade such Notes without
changes to their IT systems, both of which factors could adversely impact the liquidity of such Notes.
Because of the delay between the final day on which the relevant Risk-Free Rate, as applicable, is
observed in connection with any interest determination and the related Interest Payment Date, increases
in the level of such Risk-Free Rate which occur during such period will not be reflected in the interest
payable on such Interest Payment Date, and any such increase will (if “Lag”, “Lookback” or
“Observation Shift” is specified as being the “Observation Method” in the applicable Pricing
Supplement) instead be reflected in the following Interest Accrual Period. Further, in contrast to IBOR-
based Notes, if Notes referencing any of the Risk-Free Rates become due and payable as a result of an
Event of Default under Condition 9, or are otherwise redeemed early on a date which is not an Interest
Payment Date, the final Rate of Interest shall only be determined immediately prior to the date on which
the Notes become due and payable.
Risks related to Notes generally
Set out below is a description of material risks relating to the Notes generally:
The Conditions contain provisions which may permit their modification without the consent of all
Noteholders
The Conditions contain provisions for calling meetings (including by way of conference call or by use
of a videoconference platform) of Noteholders to consider and vote upon matters affecting their interests
generally, including modifications of the Conditions or to pass resolutions in writing or through the use
of electronic consents. These provisions permit defined majorities to bind all Noteholders including
Noteholders who did not attend and vote at the relevant meeting or, as the case may be, did not sign the
written resolution or give their consent electronically, and including those Noteholders who voted in a
manner contrary to the majority and therefore there is no guarantee that the resolutions approved will
be consistent with the interests of, and/or the votes cast by, each Noteholder.
Modifications may also be made to the Conditions, the Deed of Covenant and the Agency Agreement
without the consent of Noteholders if the Principal Paying Agent and the Issuer agree that such
modifications are (i) not prejudicial to the interests of the Noteholders; (ii) of a formal, minor or
technical nature or is made to correct a manifest error or to comply with mandatory provisions of the
law; or (iii) required in order to give effect to any benchmark amendments as provided in
Condition 4.2(b) or Condition 4.2(c).
Denominations and trading
The Notes of each Tranche will be issued in the Specified Denominations as set out in the Pricing
Supplement. For so long as the Notes of any relevant Tranche are represented by a Global Note, and
the rules of Euroclear and Clearstream so permit, the Notes will be tradeable in minimum specified
denominations (the Minimum Denomination) and higher integral multiples of a smaller amount (the
Integral Amount) up to and including the amount that is twice the Minimum Denomination less the
Integral Amount (the Maximum Denomination). However, if Definitive Notes for that Tranche of
Notes are required to be issued and printed, any Noteholders holding Notes having a denomination
0077961-0000563 SYO1: 2005411343.11 33
which cannot be represented by a Definitive Note in the Minimum Denomination or higher integral
multiples of the Integral Amount up to and including the Maximum Denomination will not be entitled
to receive a Definitive Note and would need to purchase a principal amount of Notes such that its
holding amounts to a Specified Denomination.
If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a
denomination that is not an integral multiple of the Minimum Denomination may be illiquid and
difficult to trade.
Book-entry form of Notes
The Notes will initially only be issued in global form and deposited with a common depositary for
Euroclear and Clearstream. Interests in the Global Notes (as defined below) will trade in book-entry
form only. The common depositary, or its nominee, for Euroclear and Clearstream will be the sole
holder of the Global Notes representing the Notes. Accordingly, owners of book-entry interests must
rely on the procedures of Euroclear and Clearstream, and non-participants in Euroclear or Clearstream
must rely on the procedures of the participant through which they own their interests, to exercise any
rights and obligations of a holder of Notes.
Unlike the Noteholders themselves, owners of book-entry interests will not have the direct right to act
upon the Issuer’s solicitations for consents, requests for waivers or other actions from Noteholders. The
procedures to be implemented through Euroclear and Clearstream may not be adequate to ensure the
timely exercise of rights under the Notes.
The value of the Notes could be adversely affected by a change in English law or administrative
practice
The Conditions will be based on English law in effect as at the date of this Offering Circular. No
assurance can be given as to the impact of any possible judicial decision or change to English law or
administrative practice after the date of this Offering Circular and any such change could materially
adversely impact the value of any Notes affected by it.
Where the Global Notes are lodged for clearance in and/or held by or on behalf of a Clearing
System, investors will have to rely on the procedures of the relevant clearing system for transfer,
payment and communication with the Issuer
Notes may be represented by one or more Global Notes. Such Global Notes may be deposited with a
common depositary for one or more clearing systems (Common Depositary). Except in the
circumstances described in the relevant Global Note, investors will not be entitled to receive definitive
Notes. Each clearing system will maintain records of beneficial interests in, or rights in respect of,
Global Notes. While the Notes are represented by one or more Global Notes, investors will be able to
transfer their beneficial interests in, or rights in respect of, a Global Note only through the relevant
clearing system.
While the Notes are represented by one or more Global Notes, the Issuer will discharge its payment
obligations under such Notes by making payments to or to the order of the Common Depositary for
distribution to the account holders in the relevant clearing system(s). A person holding a beneficial
interest in, or rights in respect of, a Global Note must rely on the applicable rules, regulations and
procedures of the relevant Clearing System to receive payments under the relevant Notes. The Issuer
have no responsibility or liability for the records relating to, or payments made in respect of, beneficial
interests in, or rights in respect of, Global Notes.
0077961-0000563 SYO1: 2005411343.11 34
A person holding a beneficial interest in, or rights in respect of, the Global Notes will not have a direct
right to vote in respect of the relevant Notes. Instead, such persons will be permitted to act only to the
extent that they are enabled by the relevant clearing system to appoint appropriate proxies.
Risks related to the market generally
An active secondary market in respect of the Notes may never be established or may be illiquid and
this would adversely affect the value at which an investor could sell their Notes
Notes may have no established trading market when issued, and one may never develop. If a market
for the Notes does develop, it may not be very liquid and may be sensitive to changes in financial
markets. Therefore, investors may not be able to sell their Notes easily or at prices that will provide
them with a yield comparable to similar investments that have a developed secondary market. This is
particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are
designed for specific investment objectives or strategies, are being issued to a single investor or a limited
number of investors or have been structured to meet the investment requirements of limited categories
of investors. These types of Notes generally would have a more limited secondary market and more
price volatility than conventional debt securities. In addition, should the Issuer be in financial distress,
this is likely to have a further significant impact on the secondary market for the Notes and investors
may have to sell their Notes at a substantial discount to their principal amount.
If an investor holds Notes which are not denominated in the investor's home currency, they will be
exposed to movements in exchange rates adversely affecting the value of their holding. In addition,
the imposition of exchange controls in relation to any Notes could result in an investor not receiving
payments on those Notes
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain
risks relating to currency conversions if an investor's financial activities are denominated principally in
a currency or currency unit (the Investor's Currency) other than the Specified Currency. These include
the risk that exchange rates may significantly change (including changes due to devaluation of the
Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with
jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in
the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's
Currency-equivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal
payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls
that could adversely affect an applicable exchange rate or the ability of the Issuer to make payments in
respect of the Notes. As a result, investors may receive less interest or principal than expected, or no
interest or principal.
Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an
investment in those Notes
One or more independent credit rating agencies may assign credit ratings to the Issuer, or the Notes.
The ratings may not reflect the potential impact of all risks related to structure, market, additional factors
discussed above, and other factors that may affect the value of the Notes. There is no assurance that
any such ratings will continue for any period of time or that they will not be reviewed, revised,
suspended or withdrawn entirely by the relevant rating agency as a result of changes in, or unavailability
of, information or if, in the rating agency’s judgement, circumstances so warrant. If any rating assigned
to the Notes is lowered or withdrawn, the market value of the Notes may be reduced. Future events,
including events affecting the Issuer and/or circumstances relating to the industry or environment in
which the Issuer operates in generally, could have an adverse impact on the ratings of the Notes.
0077961-0000563 SYO1: 2005411343.11 35
A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended
or withdrawn by the rating agency at any time.
0077961-0000563 SYO1: 2005411343.11 36
Documents Incorporated by Reference
The documents described below shall be deemed to be incorporated into, and to form part of, this
Offering Circular:
(a) the most recently published audited annual financial statements of the Issuer (including the
notes in respect of such financial statements) together with the independent auditor’s report
(excluding the independent limited assurance report) prepared in connection therewith;
(b) any interim financial statements (whether audited or unaudited) published subsequently to such
annual financial statements of the Issuer from time to time (if any) together with any
independent audit or review report in connection therewith;
(c) all supplements or amendments to this Offering Circular published by the Issuer from time to
time (which themselves may expressly incorporate additional documents into, and forming part
of, this Offering Circular); and
(d) any applicable Pricing Supplement.
Any statement contained herein or in a document which is deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for the purpose of this Offering Circular to the
extent that a statement contained in any such subsequent document which is deemed to be incorporated
herein by reference modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Offering Circular.
Any documents themselves incorporated by reference in the documents incorporated by reference in
this Offering Circular shall not form part of this Offering Circular.
Copies of the documents incorporated by reference in this Offering Circular may be obtained upon
request from the Principal Paying Agent, see “General Information – Documents available”. Copies of
the financial statements referred to in (a) and (b) above can also be obtained from the website of the
ASX at https://www.asx.com.au.
The ASX assumes no responsibility for the correctness of any of the statements made, opinions
expressed or reports contained in this Offering Circular, or the merits of the investments to which this
Offering Circular relates.
The information on any websites referred to in this Offering Circular or any website directly or
indirectly linked to such websites is not incorporated by reference into, and does not form part of, this
Offering Circular and should not be relied upon.
0077961-0000563 SYO1: 2005411343.11 37
Form of the Notes
The Notes of each Series will be in either bearer form, with or without interest coupons attached, or
registered form, without interest coupons attached. Bearer and Registered Notes will be issued outside
the United States in reliance on Regulation S under the Securities Act and Registered Notes will be
issued outside the United States in reliance on the exemption from registration provided by Regulation
S.
Bearer Notes
Each Tranche of Bearer Notes (as defined in the Conditions) will be in bearer form and will initially be
issued in the form of a Temporary Bearer Global Note or, if so specified in the applicable Pricing
Supplement, a Permanent Bearer Global Note which, in either case, will be delivered on or prior to the
original issue date of the Tranche to a common depositary for Euroclear and Clearstream.
Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal,
interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date
(as defined below) will be made (against presentation of the Temporary Bearer Global Note) only to
the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests
in the Temporary Bearer Global Note are not U.S. persons or persons who have purchased for resale to
any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or
Clearstream and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification
(based on the certifications it has received) to the Principal Paying Agent. Terms used in this paragraph
have the meaning given to them by the U.S. Internal Revenue Code.
On and after the date (the Exchange Date) which is 40 days after a Temporary Bearer Global Note is
issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon a
request as described therein for interests in a Permanent Bearer Global Note of the same Series against
certification of beneficial ownership as described above unless such certification has already been
given. The holder of a Temporary Bearer Global Note will not be entitled to collect any payment of
interest, principal or other amount due on or after the Exchange Date unless, upon due certification,
exchange of the Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or
for definitive Bearer Notes is improperly withheld or refused.
Payments of principal, interest (if any) or any other amounts on a Permanent Bearer Global Note will
be made through Euroclear and/or Clearstream (against presentation or surrender (as the case may be)
of the Permanent Bearer Global Note) without any requirement for certification.
The applicable Pricing Supplement will specify that a Permanent Bearer Global Note will be
exchangeable (free of charge), in whole but not in part, for definitive Bearer Notes with, where
applicable, interest coupons and talons attached upon the occurrence of an Exchange Event. For these
purposes, Exchange Event means that:
(i) an Event of Default (as defined in the Conditions) has occurred and is continuing;
(ii) the Issuer has been notified that both Euroclear and Clearstream have been closed for business
for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or
have announced an intention permanently to cease business or have in fact done so and no
successor clearing system is available; or
(iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered
were the Notes represented by the Permanent Bearer Global Note in definitive form.
0077961-0000563 SYO1: 2005411343.11 38
The Issuer will promptly give notice to Noteholders in accordance with the Conditions if an Exchange
Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream (acting
on the instructions of any holder of an interest in such Permanent Bearer Global Note) may give notice
to the Principal Paying Agent requesting exchange and, in the event of the occurrence of an Exchange
Event as described in paragraph (iii) above, the Issuer may also give notice to the Principal Paying
Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of
receipt of the first relevant notice by the Principal Paying Agent.
The following legend will appear on all Bearer Notes (other than Temporary Bearer Global Notes) and
interest coupons relating to such Notes where TEFRA D is specified in the applicable Pricing
Supplement:
“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.”
The sections referred to provide that United States holders, with certain exceptions, will not be entitled
to deduct any loss on Bearer Notes or interest coupons and will not be entitled to capital gains treatment
in respect of any gain on any sale, disposition, redemption or payment of principal in respect of Bearer
Notes or interest coupons.
Notes which are represented by a Bearer Global Note will only be transferable in accordance with the
rules and procedures for the time being of Euroclear or Clearstream, as the case may be.
Registered Notes
The Registered Notes of each Tranche will initially be represented by a global note in registered form
(a Registered Global Note and, together with any Bearer Global Note, the Global Notes).
Registered Global Notes will be deposited with a common depositary for Euroclear and Clearstream,
and registered in the name of the nominee for the common depositary of, Euroclear and Clearstream as
specified in the applicable Pricing Supplement. Persons holding beneficial interests in Registered
Global Notes will be entitled or required, as the case may be, under the circumstances described below,
to receive physical delivery of definitive Notes in fully registered form.
Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in
the absence of provision to the contrary, be made to the person shown on the Register (as defined in the
Conditions) as the registered holder of the Registered Global Notes. None of the Issuer, any Paying
Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to
or payments or deliveries made on account of beneficial ownership interests in the Registered Global
Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests.
Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form
will, in the absence of provision to the contrary, be made to the persons shown on the Register on the
relevant Record Date (as defined in the Conditions) immediately preceding the due date for payment in
the manner provided in that Condition.
Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part, for
definitive Registered Notes without interest coupons or talons attached only upon the occurrence of an
Exchange Event. For these purposes, Exchange Event means that:
(i) an Event of Default has occurred and is continuing;
0077961-0000563 SYO1: 2005411343.11 39
(ii) the Issuer has or will become subject to adverse tax consequences which would not be suffered
were the Notes represented by the Registered Global Note in definitive form; or
(iii) the Issuer has been notified that both Euroclear and Clearstream have been closed for business
for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or
have announced an intention permanently to cease business or have in fact done so and, in any
such case, no successor clearing system is available.
The Issuer will promptly give notice to Noteholders in accordance with the Conditions if an Exchange
Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream or
any person acting on their behalf (acting on the instructions of any holder of an interest in such
Registered Global Note) may give notice to the Registrar requesting exchange and, in the event of the
occurrence of an Exchange Event as described in paragraph (iii) above, the Issuer may also give notice
to the Registrar requesting exchange. Any such exchange shall occur not later than ten days after the
date of receipt of the first relevant notice by the Registrar.
Transfer of Interests
No beneficial owner of an interest in a Registered Global Note will be able to transfer such interest,
except in accordance with the applicable procedures of Euroclear and Clearstream, in each case to the
extent applicable.
General
The Issuer may from time to time without the consent of the Noteholders or Couponholders create and
issue further notes having terms and conditions the same as the Notes or the same in all respects save
for the amount and date of the first payment of interest thereon and the date from which interest starts
to accrue and so that the same shall be consolidated and form a single Series with the outstanding Notes.
Pursuant to the Agency Agreement (as defined in the Conditions), the Principal Paying Agent shall
arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with
an existing Tranche of Notes at a point after the Issue Date of the further Tranche, the Notes of such
further Tranche shall be assigned a common code and ISIN which are different from the common code
and ISIN assigned to Notes of any other Tranche of the same Series until such time as the Tranches are
consolidated and form a single Series, which shall not be prior to the expiry of the distribution
compliance period (as defined in Regulation S) applicable to the Notes of such Tranche.
Any reference herein to Euroclear and/or Clearstream shall, whenever the context so permits, be deemed
to include a reference to any additional or alternative clearing system specified in the applicable Pricing
Supplement.
A Note may be accelerated by the holder thereof in certain circumstances described in Condition 9. In
such circumstances, where any Note is still represented by a Global Note and the Global Note (or any
part thereof) has become due and repayable in accordance with the Conditions of such Notes and
payment in full of the amount due has not been made in accordance with the provisions of the Global
Note then from 8.00 p.m. (London time) on such day holders of interests in such Global Note credited
to their accounts with Euroclear and/or Clearstream, as the case may be, will become entitled to proceed
directly against the Issuer on the basis of statements of account provided by Euroclear and/or
Clearstream on and subject to the terms of a deed of covenant (the Deed of Covenant) dated [⚫]
October 2025 and executed by the Issuer.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the
Conditions, in which event, a supplement to this Offering Circular or a new Offering Circular will be
made available which will describe the effect of the agreement reached in relation to such Notes.
0077961-0000563 SYO1: 2005411343.11 40
Form of Pricing Supplement
Set out below is the form of the Pricing Supplement which will be completed for each Tranche of Notes
issued under the Programme.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL INVESTORS – The
Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (EEA). For
these purposes, a 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); or (ii) a customer within
the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the United Kingdom (UK). For these purposes, a 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 European Union (Withdrawal) Act 2018
(EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets
Act 2000 (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 (UK MiFIR). Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended, the UK PRIIPs
Regulation) for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
[MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process,
the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and
(ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor)
should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining
appropriate distribution channels.]
[UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process,
the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook (COBS), and professional clients, as defined in UK MiFIR; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into consideration
the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target
market assessment) and determining appropriate distribution channels.]
0077961-0000563 SYO1: 2005411343.11 41
[NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT
2001 OF SINGAPORE (the SFA) - In connection with Section 309B of the Securities and Futures Act
2001 of Singapore (the SFA) and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the CMP Regulations 2018), the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are [prescribed capital
markets products] / [capital markets products other than prescribed capital markets products] (as defined
in the CMP Regulations 2018) and [are] [Excluded] / [Specified] Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendation on Investment Products.]
1
Pricing Supplement dated [⚫]
CONTACT ENERGY LIMITED
(NZBN 9429038549977)
Legal entity identifier (LEI): 549300FT5JOXS1PZ1I32
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under the
U.S.$2,000,000,000
Euro Medium Term Note Programme
PART A – CONTRACTUAL TERMS
This document constitutes the Pricing Supplement relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions
of the Notes (the Conditions) set forth in the Offering Circular dated 7 October 2025 [as supplemented
by the supplemental[s] Offering Circular dated [insert date[s]]]. This Pricing Supplement contains the
final terms of the Notes and must be read in conjunction with such Offering Circular [as supplemented].
Full information on the Issuer and the offer of the Notes is only available on the basis of the combination
of the Pricing Supplement and the Offering Circular [as supplemented]. In the case of Notes listed on
the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624 691) (ASX), the
Offering Circular and the applicable Pricing Supplement, will be made available through the ASX.
[The following alternative language applies if the first tranche of an issue which is being increased was
issued under an Offering Circular with an earlier date.]
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions
of the Notes (the Conditions) set forth in the Offering Circular dated [original date] which [are
incorporated by reference in the Offering Circular dated [current date] and] are attached hereto. This
Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the
Offering Circular dated [current date] [and the supplemental Offering Circular dated [insert date]], save
in respect of the Conditions which are extracted from the Offering Circular dated [original date] and
are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of the Pricing Supplement[,] [and] the Offering Circular dated [current date]
and [original date] [and the supplemental Offering Circular dated [insert date]]. In the case of Notes
listed on the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624 691) (ASX),
the Offering Circular and the applicable Pricing Supplement, will be made available through the ASX.
1
Relevant Dealer(s) to consider whether it/they have received the necessary product classification from the Issuer prior to the launch
of the offer, pursuant to Section 309B of the SFA. If there is a change as to product classification for the relevant drawdown from
the upfront classification embedded in the programme documentation, then the legend is to be completed and used (if no change
as to product classification, then the legend may be deleted in its entirety).
0077961-0000563 SYO1: 2005411343.11 42
[Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering
should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or
subparagraphs. Italics denote directions for completing the Pricing Supplement.]
[If the Notes have a maturity of less than one year from the date of their issue, the minimum
denomination must be £100,000 or its equivalent in any other currency.]
1. Issuer: Contact Energy Limited
2. (a) Series Number: [⚫]
(b) Tranche Number: [⚫]
(c) Date on which the Notes will
be consolidated and form a
single Series:
The Notes will be consolidated and form a single
Series with [identify earlier Tranches] on [the Issue
Date/the date that is 40 days after the Issue
Date/exchange of the Temporary Bearer Global
Note for interests in the Permanent Bearer Global
Note, as referred to in paragraph [⚫] below, which
is expected to occur on or about [date]]/[Not
Applicable]
3. Specified Currency or Currencies: [⚫]
4. Aggregate Nominal Amount: [⚫]
(a) Series: [⚫]
(b) Tranche: [⚫]
5. Issue Price: [⚫] per cent. of the Aggregate Nominal Amount
[plus accrued interest from [insert date] (in the case
of fungible issues only, if applicable)]
6. (a) Specified Denominations: [⚫]
(Note where multiple denominations above
€100,000 or equivalent are being used with respect
to Bearer Notes, the following sample wording
should be followed:
“[€100,000] and integral multiples of [€1,000] in
excess thereof up to and including €199,000. No
Notes in definitive form will be issued with
denominations above €199,000 or their equivalent
in other currencies”)
(In the case of Registered Notes, this means the
minimum integral amount in which transfers can be
made.)
(b) Calculation Amount: [⚫]
0077961-0000563 SYO1: 2005411343.11 43
(If only one Specified Denomination, insert the
Specified Denomination. If more than one Specified
Denomination, insert the highest common factor.
Note: There must be a common factor in the case of
two or more Specified Denominations)
7. Trade Date: [⚫]
8. (a) Issue Date: [⚫]
(b) Interest Commencement
Date:
[specify/Issue Date/Not Applicable]
(An Interest Commencement Date will not be
relevant for certain Notes, for example Zero Coupon
Notes)
9. Maturity Date: [Fixed rate—specify date/Floating rate—Interest
Payment Date falling on or about [specify month and
year]]
10. Interest Basis: [[⚫] per cent. per annum Fixed Rate]
[[EURIBOR/Compounded Daily
[SONIA/SOFR/SARON]/€STR]] +/- [ ] per
cent. per annum Floating Rate]
[Zero Coupon]
[Specify other]
(further particulars specified below)
11. Redemption/Payment Basis: [Redemption at par]
[Specify other]
12. Change of Interest Basis or
Redemption/Payment Basis:
[Specify details of any provision for change of
Notes into another Interest Basis or
Redemption/Payment Basis][Not Applicable]
13. Put/Call Options: [Investor Put]
[Issuer Call]
[Issuer Clean-Up Call]
[(further particulars specified below)]
14. (a) Status of the Notes: Senior
(b) [Date [Board] approval for
issuance of Notes obtained]:
[⚫] [and [⚫], respectively]
(Only relevant where Board (or similar)
authorisation is required for the particular tranche
of Notes)
0077961-0000563 SYO1: 2005411343.11 44
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions: [Applicable/Not Applicable]
(If not applicable, delete the remaining
subparagraphs of this paragraph)
(a) Rate(s) of Interest: [⚫] per cent. per annum [payable [annually/semi-
annually/quarterly/other (specify)] in arrear on each
Interest Payment Date]
(b) Interest Payment Date(s): [[⚫] in each year up to and including the Maturity
Date]/[specify other]
(This will need to be amended appropriately in the
case of long or short coupons)
(c) Fixed Coupon Amount(s) for
Notes in definitive form (and
in relation to Notes in global
form, see Conditions):
[[⚫] per Calculation Amount][Not Applicable]
(d) Broken Amount(s) for Notes
in definitive form (and in
relation to Notes in global
form, see Conditions):
[⚫] per Calculation Amount payable on the Interest
Payment Date falling [in/on] [⚫] / [Not Applicable]
(e) Day Count Fraction: [30/360]
[Actual/360]
[Actual/Actual (ICMA)]
[Specify other]
(f) [Determination Date(s): [[⚫] in each year][Not Applicable]
(Only relevant where Day Count Fraction is
Actual/Actual (ICMA). In such a case, insert regular
interest payment dates, ignoring issue date or
maturity date in the case of a long or short first or
last coupon)
(g) Other terms relating to the
method of calculating
interest for Fixed Rate Notes:
[None/Give details]
16. Floating Rate Note Provisions: [Applicable/Not Applicable]
(If not applicable, delete the remaining
subparagraphs of this paragraph)
(a) Specified
Period(s)/Specified Interest
Payment Dates:
[⚫][, subject to adjustment in accordance with the
Business Day Convention set out in (b) below /, not
subject to any adjustment, as the Business Day
0077961-0000563 SYO1: 2005411343.11 45
Convention in (b) below is specified to be Not
Applicable]
(b) Business Day Convention: [Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention/[specify other]][Not Applicable]
(If the Reference Rate is Compounded Daily
SARON, Modified Following Business Day
Convention should be selected.)
(c) Additional Business
Centre(s):
[⚫]
(d) Party responsible for
calculating the Rate of
Interest and Interest Amount
(if not the Agent):
[⚫] (the Calculation Agent)
(e) Screen Rate Determination: [Applicable/Not Applicable] (If not applicable,
delete the remaining items of this paragraph)
(i) Reference Rate: [⚫] month [EURIBOR/specify other Reference
Rate]
[Compounded Daily SONIA]
[Compounded Daily SOFR]
[€STR]
[Compounded Daily SARON]
(ii) [Term Rate: [Applicable/Not Applicable]]
(iii) [Overnight Rate: [Applicable/Not Applicable]]
The following are relevant where the Reference Rate is Compounded Daily
SONIA or Compounded Daily SOFR:
• Index
Determinati
on:
[Applicable/Not Applicable]
− Relevant
Number:
[[5 / [⚫]] [[London Banking Days]/[U.S.
Government Securities Business Days]/[Not
Applicable]
(If “Index Determination” is “Not Applicable”,
delete “Relevant Number” and complete the
remaining bullets below)
0077961-0000563 SYO1: 2005411343.11 46
(If “Index Determination” is “Applicable”, insert
number of days (expected to be five or greater [if
Compounded Daily SONIA or two or greater if
Compounded Daily SOFR]) as the Relevant
Number, and the remaining bullets below will each
be “Not Applicable”)
• D:
[360/365/[⚫]]/[Not Applicable]
• Observation
Method:
[Lag/Observation Shift/Not Applicable]
− Lag Period:
[5 / [⚫] [London Banking Days] [U.S. Government
Securities Business Days] [Not Applicable]
− Observation
Shift Period:
[5 / [⚫] [London Banking Days] [U.S. Government
Securities Business Days] [Not Applicable]
(When setting the Lag Period (p) or the Observation
Shift Period, the practicalities of this period should
be discussed with the Principal Paying Agent or the
Calculation Agent, as applicable. It is anticipated
that a minimum of 5 London Banking Days if
Compounded Daily SONIA, or 2 U.S. Government
Securities Business Days if Compounded Daily
SOFR, should be specified for the Lag Period or
Observation Shift Period, unless otherwise agreed
with the Principal Paying Agent or the Calculation
Agent, as applicable)
The following are relevant where the Reference Rate is €STR:
• Calculation
Method:
[Compounded Daily €STR Formula]/[€STR Index
Determination]/[Average €STR]
• Observation
Method:
[Lag/Observation Shift/Not Applicable]
• Lag
Lookback
Period (p):
[5/[specify other] T2 Business Days][Not
Applicable]
• Observation
Shift Period:
[5/[specify other] T2 Business Days][Not
Applicable]
(When setting the Lag Lookback Period (p) or the
Observation Shift Period, the practicalities of this
period should be discussed with the Principal
Paying Agent or the Calculation Agent, as
applicable. It is anticipated that ‘(p)’ will be no
fewer than 5 T2 Business Days unless otherwise
agreed with the Principal Paying Agent or the
Calculation Agent, as applicable)
0077961-0000563 SYO1: 2005411343.11 47
• Relevant
Number:
[5/[specify other] T2 Business Days][Not
Applicable]
(Not applicable unless Calculation Method is €STR
Index Determination)
(When setting the Relevant Number, the
practicalities of this period should be discussed with
the Principal Paying Agent or the Calculation
Agent, as applicable. It is anticipated that the
Relevant Number will be no fewer than 5 T2
Business Days unless otherwise agreed with the
Principal Paying Agent or the Calculation Agent, as
applicable)
(iv) Interest
Determination
Date(s):
[⚫]
(Second day on which T2 is open prior to the start of
each Interest Period if EURIBOR and the
[first/specify other] London Banking Day falling
after the last day of the relevant Observation Period
if Compounded Daily SONIA and the [first/specify
other] U.S. Government Securities Business Day
falling after the last day of the relevant Observation
Period if Compounded Daily SOFR and the fifth
Zurich Banking Day prior to each Interest Payment
Date (or the relevant payment date if the Notes
become due and payable on a date other than an
Interest Payment Date) if Compounded Daily
SARON and the [first/specify other] T2 Business
Day prior to each Interest Payment Date (or the
relevant payment date if the Notes become due and
payable on a date other than an Interest Payment
Date) if €STR)
(f) Relevant Screen Page: [⚫][Not Applicable]
(In the case of EURIBOR, if not Reuters
EURIBOR01 ensure it is a page which shows a
composite rate or amend the fallback provisions
appropriately. Where Reference Rate is SOFR,
SARON or €STR, Relevant Screen Page will be “Not
Applicable”)
(g) Linear Interpolation: [Not Applicable/Applicable – the Rate of Interest for
the [long/short] [first/last] Interest Period shall be
calculated using Linear Interpolation (Specify for
each short or long interest period)]
(h) Margin(s): [+/-] [⚫] per cent. per annum
(i) Minimum Rate of Interest: [⚫] per cent. per annum/[Not Applicable]
0077961-0000563 SYO1: 2005411343.11 48
(If the Reference Rate is Compounded Daily
SARON, the Minimum Rate of Interest should be at
least zero)
(j) Maximum Rate of Interest: [⚫] per cent. per annum/[Not Applicable]
(k) Day Count Fraction: [Actual/Actual (ISDA)][Actual/Actual]
[Actual/365 (Fixed)]
[Actual/365 (Sterling)]
[Actual/360]
[30/360] [360/360]
[30E/360] [Eurobond Basis]
[30E/360 (ISDA)]
[Specify other]
(If the Reference Rate is Compounded Daily
SARON, Actual/360 should be selected)
(l) Fallback provisions,
rounding provisions and any
other terms relating to the
method of calculating
interest on Floating Rate
Notes, if different from those
set out in the Conditions:
[⚫]
17. Zero Coupon Note Provisions: [Applicable/Not Applicable]
(If not applicable, delete the remaining
subparagraphs of this paragraph 17)
(a) Accrual Yield: [⚫] per cent. per annum
(b) Reference Price: [⚫]
(c) Any other formula/basis of
determining amount payable:
[⚫]
(d) Day Count Fraction in
relation to Early Redemption
Amounts and late payment:
[30/360]
[Actual/360]
[Actual/365]
[Specify other]
0077961-0000563 SYO1: 2005411343.11 49
PROVISIONS RELATING TO REDEMPTION
18. Notice periods for Condition 6.2
(Redemption for tax reasons):
Minimum period: [30] days
Maximum period: [60] days
19. Issuer Call: [Applicable/Not Applicable]
(If not applicable, delete the remaining
subparagraphs of this paragraph 19)
(a) Optional Redemption
Date(s):
[⚫]
(b) Optional Redemption
Amount and method, if any,
of calculation of such
amount(s):
[[⚫] per Calculation Amount/specify other]
(c) If redeemable in part:
(i) Minimum
Redemption
Amount:
[⚫] per Calculation Amount
(ii) Maximum
Redemption
Amount:
[⚫] per Calculation Amount
(d) Notice periods: Minimum period: [15] days
Maximum period: [30] days
(When setting notice periods, the Issuer is advised to
consider the practicalities of distribution of
information through intermediaries, for example,
clearing systems (which require a minimum of 5
clearing system business days’ notice for a call) and
custodians, as well as any other notice requirements
which may apply, for example, as between the Issuer
and the Agent)
20. Issuer Clean-Up Call: [Applicable/Not Applicable]
(If not applicable, delete the remaining
subparagraphs of this paragraph 20)
(a) Residual Redemption Date: [⚫]
(b) Residual Redemption
Amount:
[[⚫] per Calculation Amount/specify other]
(c) Notice periods: Minimum period: [15] days
Maximum period: [30] days
0077961-0000563 SYO1: 2005411343.11 50
(When setting notice periods, the Issuer is advised to
consider the practicalities of distribution of
information through intermediaries, for example,
clearing systems (which require a minimum of 5
clearing system business days’ notice for a call) and
custodians, as well as any other notice requirements
which may apply, for example, as between the Issuer
and the Agent)
21. Investor Put: [Applicable/Not Applicable]
(If not applicable, delete the remaining
subparagraphs of this paragraph 21)
(a) Optional Redemption
Date(s):
[⚫]
(b) Optional Redemption
Amount and method, if any,
of calculation of such
amount(s):
[[⚫] per Calculation Amount/specify other]
(c) Notice period (if other than
as set out in the Conditions):
Minimum period: [15] days
Maximum period: [30] days
(When setting notice periods, the Issuer is advised to
consider the practicalities of distribution of
information through intermediaries, for example,
clearing systems (which require a minimum of 5
clearing system business days’ notice for a call) and
custodians, as well as any other notice requirements
which may apply, for example, as between the Issuer
and the Agent)
22. Final Redemption Amount: [[⚫] per Calculation Amount/specify other/see
Appendix]
23. Early Redemption Amount payable
on redemption for taxation reasons or
on event of default and/or the method
of calculating the same (if required or
if different from that set out in the
Conditions):
[[⚫] per Calculation Amount/specify other/see
Appendix]
(If the Final Redemption Amount is 100 per cent. of
the nominal value (i.e. par), the Early Redemption
Amount is likely to be par (but consider). If,
however, the Final Redemption Amount is other than
100 per cent. of the nominal value, consideration
should be given as to what the Early Redemption
Amount should be)
0077961-0000563 SYO1: 2005411343.11 51
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: [Bearer Notes: Temporary Bearer Global Note
exchangeable for a Permanent Bearer Global Note
which is exchangeable for Definitive Notes in the
limited circumstances specified in the Permanent
Bearer Global Note]
[Bearer Notes: Temporary Bearer Global Note
exchangeable for Definitive Notes on and after the
Exchange Date] (For this option to be available,
such Notes shall only be issued in denomination that
are equal to, or greater than, €100,000 (or its
equivalent in other currencies) and integral
multiples thereof)
[Bearer Notes: Permanent Bearer Global Note
exchangeable for Definitive Notes in the limited
circumstances specified in the Permanent Bearer
Global Note]
[Registered Notes: Global Note registered in the
name of a nominee for a common depository for
Euroclear and Clearstream]
25. Additional Financial Centre(s) or
other special provisions relating to
Payment Days:
[Not Applicable/give details]
(Note that this paragraph 25 relates to the place of
payment and not Interest Period end dates to which
paragraph 16(c) relates)
26. Talons for future Coupons to be
attached to Definitive Notes (and
dates on which such Talons mature):
[Yes, as the Notes have more than 27 coupon
payments, Talons may be required if, on exchange
into definitive form, more than 27 coupon payments
are still to be made/No]
27. Other terms or special conditions: [Not Applicable/give details]
0077961-0000563 SYO1: 2005411343.11 52
[USE OF PROCEEDS
[Specify if different from that disclosed in the Offering Circular]
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement. [[Relevant
third party information] has been extracted from [specify source]]. The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware and is able to ascertain from
information published by [specify source], no facts have been omitted which would render the
reproduced information inaccurate or misleading.
CONFIRMED
For and on behalf of
Contact Energy Limited (as the Issuer)
By: ___________________________________
Name:
Title:
0077961-0000563 SYO1: 2005411343.11 53
PART B – OTHER INFORMATION
1. LISTING [Application [has been made/is expected to be
made] by the Issuer (or on its behalf) for the
Notes to be listed on the [ASX/specify other]]
[Not Applicable]
2. RATINGS
Ratings: [[The Notes to be issued [[have been]/[are
expected to be]] rated [insert details] by [S&P
Global Ratings, acting through S&P Global
Ratings Australia Pty Limited]]/[The Notes are
not expected to be rated].
A credit rating is not a recommendation to buy,
sell or hold Notes and may be subject to revision,
suspension or withdrawal at any time by the
assigning rating agency.
Credit ratings are for distribution only to a
person (a) who is not a “retail client” within the
meaning of section 761G of the Australian
Corporations Act 2001 (Cth) (Australian
Corporations Act) and is also a sophisticated
investor, professional investor or other investor
in respect of whom disclosure is not required
under Parts 6D.2 or 7.9 of the Australian
Corporations Act; and (b) who is otherwise
permitted to receive credit ratings in accordance
with applicable law in any jurisdiction in which
the person may be located. Anyone who is not
such a person is not entitled to receive this
Pricing Supplement and anyone who receives
this Pricing Supplement must not distribute it to
any person who is not entitled to receive it.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
[Save for the fees payable to the [Managers named below/Dealers], so far as the Issuer is
aware, no person involved in the issue of the Notes has an interest material to the offer. The
[Managers/Dealers] and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform other
services for the, Issuer in the ordinary course of business – Amend as appropriate if there
are other interests].
4. YIELD
(In respect of Fixed Rate Notes only)
Indication of yield: [⚫]
0077961-0000563 SYO1: 2005411343.11 54
The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.
5. OPERATIONAL INFORMATION
(i) ISIN: [⚫]
(ii) Common Code: [⚫]
(iii) CFI: [[See/[[include code], as updated, as set out on]
the website of the Association of National
Numbering Agencies (ANNA) or alternatively
sourced from the responsible National
Numbering Agency that assigned the ISIN/Not
Applicable/Not Available]
(iv) FISN: [[See/[[include code], as updated, as set out on]
the website of the Association of National
Numbering Agencies (ANNA) or alternatively
sourced from the responsible National
Numbering Agency that assigned the ISIN/Not
Applicable/Not Available]
(v) Any clearing system(s) other
than Euroclear and Clearstream
and the relevant identification
number(s):
[Not Applicable/give name(s) and number(s)]
(vi) Delivery: Delivery [against/free of] payment
(vii) Names and addresses of
additional Paying Agent(s) (if
any):
[⚫]
6. DISTRIBUTION
(i) Method of distribution: [Syndicated/Non-syndicated]
(ii) If syndicated, names of
Managers:
[Not Applicable/give names]
(iii) Stabilisation Manager(s) (if
any):
[Not Applicable/give name]
(iv) If non-syndicated, name of
relevant Dealer:
[Not Applicable/give name]
(v) U.S. Selling Restrictions: Reg. S Compliance Category 2; [TEFRA
D/TEFRA C/TEFRA not applicable]
(vi) Additional selling restrictions: [Not Applicable/give details]
0077961-0000563 SYO1: 2005411343.11 55
(vii) Prohibition of Sales to EEA
Retail Investors:
Applicable
(viii) Prohibition of Sales to UK
Retail Investors:
Applicable
(ix) Singapore Sales to Institutional
Investors and Accredited
Investors only:
[Applicable]/[Not Applicable]
(Include this line item where Notes are offered into
Singapore. Indicate “Applicable” if Notes are
offered to Institutional Investors and Accredited
Investors in Singapore only. Indicate “Not
Applicable” if Notes are also offered to investors
other than Institutional Investors and Accredited
Investors in Singapore)
7. [HONG KONG SFC CODE OF CONDUCT]
2
(i) Rebates: A rebate of [⚫] bps is being offered by the
[Issuer] to all private banks for orders they place
(other than in relation to Notes subscribed by
such private banks as principal whereby it is
deploying its own balance sheet for onward
selling to investors), payable upon closing of this
offering based on the principal amount of the
Notes distributed by such private banks to
investors. Private banks are deemed to be placing
an order on a principal basis unless they inform
the CMIs otherwise. As a result, private banks
placing an order on a principal basis (including
those deemed as placing an order as principal)
will not be entitled to, and will not be paid, the
rebate] / [Not Applicable]
(ii) Contact email addresses of the
Overall Coordinators where
underlying investor information
in relation to omnibus orders
should be sent:
[Include relevant contact email addresses of the
Overall Coordinators where the underlying
investor information should be sent – Overall
Coordinators to provide] / [Not Applicable]
(iii) Marketing and Investor
Targeting Strategy
[As set out in the Offering Circular/[⚫]]
2
This section applies where an issue of Notes involves Hong Kong bookbuilding activities and/or placing activities, each as defined
in paragraph 21 of the SFC Code.
0077961-0000563 SYO1: 2005411343.11 56
Terms and Conditions of the Notes
The following are the Terms and Conditions of the Notes which will be incorporated by reference into
each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the
relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant
Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed
thereon or attached thereto such Terms and Conditions. The applicable Pricing Supplement in relation
to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified
or to the extent inconsistent with the following Terms and Conditions, replace or modify the following
Terms and Conditions for the purpose of such Notes. The applicable Pricing Supplement (or the
relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive
Note. Reference should be made to “Applicable Pricing Supplement” for a description of the content
of Pricing Supplement which will specify which of such terms are to apply in relation to the relevant
Notes.
This Note is one of a Series (as defined below) of Notes issued by Contact Energy Limited (the Issuer)
pursuant to the Agency Agreement (as defined below).
References herein to the Notes shall be references to the Notes of this Series and shall mean:
(a) in relation to any Notes represented by a global Note (a Global Note), units of each Specified
Denomination in the Specified Currency;
(b) any Global Note;
(c) any definitive Notes in bearer form (Bearer Notes) issued in exchange for a Global Note in
bearer form; and
(d) any definitive Notes in registered form (Registered Notes) (whether or not issued in exchange
for a Global Note in registered form).
The Notes and the Coupons (as defined below) have the benefit of an agency agreement (such agency
agreement as may be modified and/or amended and/or supplemented and/or restated from time to time,
the Agency Agreement) dated 7 October 2025 and made between the Issuer and Citibank, N.A.,
London Branch as principal paying agent and registrar (the Principal Paying Agent and the Registrar,
which expressions shall include any successor principal paying agent and any successor as registrar)
and the other paying agents and transfer agents named therein (the Paying Agents and the Transfer
Agents, which expressions shall include any additional or successor paying agents and transfer agents).
If so specified in the applicable Pricing Supplement, the Issuer will also appoint a calculation agent
with respect to a Series (the Calculation Agent, which expression shall include any successor
calculation agent and any other calculation agent specified in the applicable Pricing Supplement). The
Principal Paying Agent, the Calculation Agent (if any is specified in the applicable Pricing Supplement),
the Registrar, the other Paying Agents and the other Transfer Agents together referred to as the Agents.
The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Pricing
Supplement attached to or endorsed on this Note which supplement these Terms and Conditions (the
Conditions) and may specify other terms and conditions which shall, to the extent so specified or to
the extent inconsistent with the Conditions, replace or modify the Conditions for the purpose of this
Note. References to the applicable Pricing Supplement are, unless otherwise stated, to Part A of the
Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.
Interest bearing definitive Bearer Notes have interest coupons (Coupons) and, in the case of Bearer
Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons
for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall,
0077961-0000563 SYO1: 2005411343.11 57
unless the context otherwise requires, be deemed to include a reference to Talons or talons. Registered
Notes and Global Notes do not have Coupons or Talons attached on issue.
Any reference to Noteholders or holders in relation to any Notes shall mean (in the case of Bearer
Notes) the holders of the Notes and (in the case of Registered Notes) the persons in whose name the
Notes are registered and shall, in relation to any Notes represented by a Global Note, be construed as
provided below. Any reference herein to Couponholders shall mean the holders of the Coupons and
shall, unless the context otherwise requires, include the holders of the Talons.
As used herein, Tranche means Notes which are identical in all respects (including as to listing and
admission to trading) and Series means a Tranche of Notes together with any further Tranche or
Tranches of Notes which (a) are expressed to be consolidated and form a single series and (b) have the
same terms and conditions or terms and conditions which are the same in all respects save for the amount
and date of the first payment of interest thereon and the date from which interest starts to accrue.
The Noteholders and the Couponholders are entitled to the benefit of the Deed of Covenant (such Deed
of Covenant as modified and/or supplemented and/or restated from time to time, the Deed of Covenant)
dated 7 October 2025 and made by the Issuer. The original of the Deed of Covenant is held by the
common depositary for Euroclear (as defined below) and Clearstream (as defined below).
Copies of the Agency Agreement and the Deed of Covenant (i) are available for inspection during
normal business hours at the specified office of each of the Paying Agents or (ii) may be provided by
email to a Noteholder following their prior written request to any Paying Agents or the Issuer and
provision of proof of holding and identity (in a form satisfactory to the relevant Paying Agent or the
Issuer, as the case may be). The applicable Pricing Supplement will only be obtainable by a Noteholder
holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer and
the relevant Agent as to its holding of such Notes and identity. The Noteholders and the Couponholders
are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency
Agreement, the Deed of Covenant and the applicable Pricing Supplement which are applicable to them.
The statements in the Conditions include summaries of, and are subject to, the detailed provisions of
the Agency Agreement.
Words and expressions defined in the Agency Agreement or used in the applicable Pricing Supplement
shall have the same meanings where used in the Conditions unless the context otherwise requires or
unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement
and the applicable Pricing Supplement, the applicable Pricing Supplement will prevail.
In the Conditions, euro means the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as
amended.
1. FORM, DENOMINATION AND TITLE
The Notes are in bearer form or in registered form as specified in the applicable Pricing
Supplement and, in the case of definitive Notes, serially numbered, in the currency (the
Specified Currency) and the denominations (the Specified Denomination(s)) specified in the
applicable Pricing Supplement. Notes of one Specified Denomination may not be exchanged
for Notes of another Specified Denomination and Bearer Notes may not be exchanged for
Registered Notes and vice versa.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a
combination of any of the foregoing, depending upon the Interest Basis shown in the applicable
Pricing Supplement.
0077961-0000563 SYO1: 2005411343.11 58
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes
in which case references to Coupons and Couponholders in the Conditions are not applicable.
Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery and title
to the Registered Notes will pass upon registration of transfers in accordance with the
provisions of the Agency Agreement. The Issuer and any Agent will (except as otherwise
required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered
holder of any Registered Note as the absolute owner thereof (whether or not overdue and
notwithstanding any notice of ownership or writing thereon or notice of any previous loss or
theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the
provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear
Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), each person (other
than Euroclear or Clearstream) who is for the time being shown in the records of Euroclear or
of Clearstream as the holder of a particular nominal amount of such Notes (in which regard any
certificate or other document issued by Euroclear or Clearstream as to the nominal amount of
such Notes standing to the account of any person shall be conclusive and binding for all
purposes save in the case of manifest error) shall be treated by the Issuer and the Agents as the
holder of such nominal amount of such Notes for all purposes other than with respect to the
payment of principal or interest on such nominal amount of such Notes, for which purpose the
bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered
Global Note shall be treated by the Issuer and any Agent as the holder of such nominal amount
of such Notes in accordance with and subject to the terms of the relevant Global Note and the
expressions Noteholder and holder of Notes and related expressions shall be construed
accordingly.
Notes which are represented by a Global Note will be transferable only in accordance with the
rules and procedures for the time being of Euroclear and/or Clearstream, as the case may be.
References to Euroclear and/or Clearstream shall, whenever the context so permits, be deemed
to include a reference to any additional or alternative clearing system specified in the applicable
Pricing Supplement. In addition, the Notes may only be transferred if the offer or invitation
giving rise to the transfer:
(a) where received in Australia:
(i) is made to sophisticated or professional investors within the meaning of
sections 708(8) or 708(11) of the Corporations Act 2001 (Cth) (the Australian
Corporations Act) or otherwise does not constitute an offer or invitation for
which disclosure is required to be made to investors under Parts 6D.2 or 7.9 of
the Australian Corporations Act; and
(ii) is not made to a person who is a “retail client” within the meaning of
section 761G of the Australian Corporations Act; and
(b) complies with any applicable law or directive of the jurisdiction where transfer takes
place.
2. TRANSFERS OF REGISTERED NOTES
2.1 Transfers of interests in Registered Global Notes
Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear or
Clearstream, as the case may be, and, in turn, by other participants and, if appropriate, indirect
0077961-0000563 SYO1: 2005411343.11 59
participants in such clearing systems acting on behalf of transferors and transferees of such
interests. A beneficial interest in a Registered Global Note will, subject to compliance with all
applicable legal and regulatory restrictions, be transferable for Notes in definitive form or for a
beneficial interest in another Registered Global Note of the same series only in the authorised
denominations set out in the applicable Pricing Supplement and only in accordance with the
rules and operating procedures for the time being of Euroclear or Clearstream, as the case may
be, and in accordance with the terms and conditions specified in the Agency Agreement.
2.2 Transfers of Registered Notes in definitive form
Subject as provided in Condition 2.3 below, upon the terms and subject to the conditions set
forth in the Agency Agreement, a Registered Note in definitive form may be transferred in
whole or in part (in the authorised denominations set out in the applicable Pricing Supplement).
In order to effect any such transfer (a) the holder or holders must (i) surrender the Registered
Note for registration of the transfer of the Registered Note (or the relevant part of the Registered
Note) at the specified office of any Transfer Agent, with the form of transfer thereon duly
executed by the holder or holders thereof or their attorney or attorneys duly authorised in
writing and (ii) complete and deposit such other certifications as may be required by the relevant
Transfer Agent and (b) the relevant Transfer Agent must, after due and careful enquiry, be
satisfied with the documents of title and the identity of the person making the request. Any
such transfer will be subject to such reasonable regulations as the Issuer and the Registrar may
from time to time prescribe (the initial such regulations being set out in Schedule 7 to the
Agency Agreement). Subject as provided above, the relevant Transfer Agent will, within three
business days (being for this purpose a day on which banks are open for business in the city
where the specified office of the relevant Transfer Agent is located) of the request (or such
longer period as may be required to comply with any applicable fiscal or other laws or
regulations), authenticate and deliver, or procure the authentication and delivery of, at its
specified office to the transferee or (at the risk of the transferee) send by uninsured mail, to
such address as the transferee may request, a new Registered Note in definitive form of a like
aggregate nominal amount to the Registered Note (or the relevant part of the Registered Note)
transferred. In the case of the transfer of part only of a Registered Note in definitive form, a
new Registered Note in definitive form in respect of the balance of the Registered Note not
transferred will be so authenticated and delivered or (at the risk of the transferor) sent to the
transferor.
2.3 Registration of transfer upon partial redemption
In the event of a partial redemption of Notes under Condition 7, the Issuer shall not be required
to register the transfer of any Registered Note, or part of a Registered Note, called for partial
redemption.
2.4 Costs of registration
Noteholders will not be required to bear the costs and expenses of effecting any registration of
transfer as provided above, except for any costs or expenses of delivery other than by regular
uninsured mail and except that the Issuer may require the payment of a sum sufficient to cover
any stamp duty, tax or other governmental charge that may be imposed in relation to the
registration.
0077961-0000563 SYO1: 2005411343.11 60
3. STATUS OF THE NOTES AND NEGATIVE PLEDGE
3.1 Status of the Notes
The Notes and Coupons are direct, unconditional, unsubordinated and (subject to the provisions
of Condition 3.3) unsecured obligations of the Issuer and rank pari passu among themselves
and (save for certain obligations required to be preferred by law) equally with all other
unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to
time outstanding.
3.2 Financial Covenant
So long as any Notes remain outstanding, the Issuer agrees that it shall ensure that, as at the
date of the most recent Financial Statements of the Group, the Debt to Equity Ratio shall not
exceed 60 per cent.
For the purposes of this Condition 3.2:
Debt to Equity Ratio means Debt/Equity, where:
(a) Debt means, as at any date, the consolidated debt (determined in accordance with NZ
GAAP) of the Group less Subordinated Debt, as disclosed in the Financial Statements
for the period ending on that date;
(b) Equity means the sum of Debt and Shareholders Funds;
(c) Shareholders Funds means the consolidated shareholders funds (determined in
accordance with NZ GAAP) of the Group as at the relevant date as disclosed in the
most recent Financial Statements; and
(d) Subordinated Debt means any indebtedness of any member of the Group which on a
liquidation of that member of the Group is effectively subordinated in priority to the
general, unsecured, unsubordinated indebtedness of that member of the Group.
3.3 Negative Pledge
So long as any Notes remain outstanding, the Issuer will not create or permit to exist any
Security Interest over the whole or any part of its assets as security for any Borrowed Moneys
Indebtedness other than an Excepted Security Interest or a Permitted Security Interest unless
there is created at the same time as, or prior to the creation of, that Security Interest, the same
or an equivalent Security Interest to secure its obligations under the Notes.
For the purposes of this Condition 3.2:
Excepted Security Interest means a Security Interest that:
(a) (law) arises solely by operation of law or pursuant to any statute;
(b) (pre-existing) is over any asset at the time of its acquisition provided that such Security
Interest is not created in contemplation of such acquisition and the principal amount of
the Borrowed Moneys Indebtedness so secured is repaid in accordance with its terms
and is not, and the term thereof is not, increased after such acquisition;
(c) (concessions) is created or permitted to exist over the whole or any part of the Issuer’s
right, title or interest in any goods to secure Borrowed Moneys Indebtedness created,
0077961-0000563 SYO1: 2005411343.11 61
incurred or assumed on concessional terms, in connection with the supply of those
goods or any material part of them, where such Borrowed Moneys Indebtedness arises
from loans or other credit made available by (or which is entitled to the benefit of any
guarantee provided by) any governmental or other agency or export-import bank or
export-import credit insurer or from or arranged by a provider of those goods or any
material part of them;
(d) (joint venture) is created or permitted to exist over the whole or any part of the Issuer’s
right, title or interest in, or the assets of, any joint venture, partnership or similar venture
(whether or not incorporated) to secure Borrowed Moneys Indebtedness in connection
with such joint venture, partnership or similar venture in favour of a participant or
participants therein;
(e) (purchase) is created to secure Borrowed Moneys Indebtedness in connection with the
purchase of an asset (and “asset” for the purpose of this paragraph (e) shall include an
interest in, or in the assets of, any joint venture, partnership or similar venture in which
the Issuer is a participant), or the maintenance or repair or improvement of an asset,
where the principal amount of the Borrowed Moneys Indebtedness so secured does not
exceed such purchase price or the cost of such maintenance or repair or improvement
(as the case may be) and the Security Interest created is not in respect of any asset of
the Issuer other than the asset purchased, maintained, repaired or improved provided
that in the case of any maintenance, repair or improvements to an asset forming part of
the assets of any joint venture, partnership or similar venture the amount of Borrowed
Moneys Indebtedness secured by such Security Interest shall not exceed, as a
proportion of the aggregate Borrowed Moneys Indebtedness incurred in respect of such
maintenance, repair or improvement, the Issuer’s share in such joint venture,
partnership or similar venture;
(f) (capital project) is created or permitted to exist to secure Borrowed Moneys
Indebtedness in connection with a capital project (howsoever called, including the
acquisition of any capital asset) of:
(i) the Issuer; or
(ii) any joint venture, partnership or similar venture in which the Issuer is a
participant,
where (in any such case) the financier’s right of action to enforce repayment of the
principal amount of that Borrowed Moneys Indebtedness and/or the payment of
financing charges thereon is limited to a right of action or claim against the capital
project so financed and/or any of the assets, revenues, contracts, licences, consents and
similar rights derived from or relating to such capital project, or against the interests of
the Issuer in any of the foregoing;
(g) (intra-group) is created or permitted to exist in favour of the Issuer to secure any
Borrowed Moneys Indebtedness of a member of the Group to the Issuer provided that
the Issuer retains at all times the sole beneficial ownership of and all rights, powers and
benefits in relation to such Security Interest and if such Security Interest secures any
Borrowed Moneys Indebtedness that is material to the assets, revenues or operations of
the Issuer (considered as a whole), the Issuer will procure that the relevant member of
the Group grants a guarantee in favour of the Noteholders;
(h) (consent) is created or permitted to exist with the consent of the Noteholders by
Extraordinary Resolution; or
0077961-0000563 SYO1: 2005411343.11 62
(i) (substitution) is created or permitted to exist in substitution for any of the Security
Interests referred to in paragraphs (a) to (h) above provided that the principal amount
of the Borrowed Moneys Indebtedness so secured is repaid in accordance with its terms
and is not, and the term thereof is not, increased and the substitute security otherwise
meets the requirements of the relevant paragraph.
Permitted Security Interest means any Security Interest that is created or permitted to exist
over any asset as security for any Borrowed Moneys Indebtedness provided that the aggregate
principal amount of the Borrowed Moneys Indebtedness so secured does not exceed 5 per cent.
of the consolidated Total Tangible Assets of the Group. For the purposes of this definition, the
principal amount of any Borrowed Moneys Indebtedness secured by a Security Interest:
(a) (nil value) shall be deemed to be nil if the only assets of the Group which are subject
to such Security Interest are assets which:
(i) do not form part of or are not taken into account in determining the
consolidated Total Tangible Assets of the Group as shown in the latest
Financial Statements
(ii) in the case of assets acquired after the end of the financial period to which the
latest Financial Statements relate, would not form part of or be taken into
account in determining such Total Tangible Assets if Financial Statements
were prepared immediately following such acquisition; and
(b) (synthetics) shall, if such Borrowed Moneys Indebtedness is of the nature described in
paragraph (e) of the definition of “Borrowed Moneys Indebtedness”, be the maximum
amount that would be payable by the Issuer in respect of such Borrowed Moneys
Indebtedness on termination of the relevant agreement relating to such obligations if
such termination were to occur at the time of calculation (such amount being
determined in accordance with any applicable provisions of the relevant agreement,
and being the net amount payable in cash by the Issuer after giving effect to any
provisions relating to set-off or netting against, or amalgamation with, other amounts
payable by or to the counterparty) provided that if the Issuer would not be liable to pay
any net amount on termination of such agreement the principal amount of such
Borrowed Moneys Indebtedness shall be zero.
3.4 Disposal of Assets
The Issuer shall not, whether by a single transaction, or a number of related or unrelated
transactions and whether at the same time or over a period of time, dispose of the legal or
beneficial ownership of the whole of its assets, or of any part of its assets which, when
aggregated with all other disposals by it required to be taken into account under this
Condition 3.4, is material in relation to the assets of the Group taken as a whole or the disposal
of which would have a material adverse effect, provided that the following disposals will not
be taken into account under this Condition 3.4:
(a) a disposal for fair commercial value;
(b) a disposal on normal commercial terms of obsolete assets no longer required for the
purpose of the Group’s business or operations;
(c) the payment of cash or other consideration for any asset acquired for fair commercial
value;
0077961-0000563 SYO1: 2005411343.11 63
(d) the temporary application of funds, not immediately required in the Issuer’s business,
in the purchase or making of investments in accordance with the Issuer’s usual treasury
policies, or the realisation of such investments;
(e) the application of the proceeds of an issue of securities (whether debt or equity) for the
purpose stated in the prospectus or other offering document relating to the issue;
(f) a disposal by the Issuer to another member of the Group, provided that if the disposal
is material to the assets, revenue or operations of the Issuer (considered as a whole),
the Issuer will procure that the relevant member of the Group grants a guarantee in
favour of the Noteholders;
(g) the payment of taxes by the Issuer;
(h) the payment or reinvestment of dividends or other distributions in respect of shares,
stock, options or securities;
(i) a disposal required by law or directive;
(j) the execution and delivery of any Security Interest permitted pursuant to these
Conditions; and
(k) a disposal of assets to a trust for the benefit solely of the Issuer provided the trust has
no indebtedness and has not granted and does not grant any Security Interest over the
assets so disposed of.
3.5 Dealings with non-Group Entities
The Issuer shall not make any loan to, or provide any guarantee, indemnity or similar obligation
in respect of, the obligations of any related company (as defined in section 2(3) of the
Companies Act) which is not a member of the Group otherwise than in the ordinary course of
business for fair value and on arms-length terms or where such is not material in relation to the
assets of the Group taken as a whole.
3.6 Change of Business
The Issuer shall ensure that there is no material alteration in the nature of the core business of
the Group as an energy company.
3.7 Definitions
As used in these Conditions:
Borrowed Moneys Indebtedness means, in relation to any person:
(a) any Indebtedness for moneys borrowed by that person;
(b) any Indebtedness (actual or contingent) of that person under any guarantee, security or
other commitment designed to assure any creditor against any loss in respect of any
Borrowed Moneys Indebtedness (as herein defined but excluding this paragraph (b)) of
any third party;
(c) Indebtedness in respect of financial accommodation provided by way of acceptance or
endorsement of bills of exchange, promissory notes or other negotiable instruments;
0077961-0000563 SYO1: 2005411343.11 64
(d) any Indebtedness under any debenture, note, bill of exchange or commercial paper on
which that person is liable as drawer, acceptor, endorser, issuer or otherwise;
(e) any Indebtedness for money owing in respect of any Synthetic Facility entered into by
that person; and
(f) any rental or lease payments under any lease entered into by that person primarily for
the purpose of raising or obtaining finance and which would constitute a finance lease
under NZ GAAP.
Companies Act means the Companies Act 1993 of New Zealand.
Financial Statements means, as at any date for the Group or any person, financial statements
for the Group or that person (consolidated in the case of the statements for the Group) prepared
as at that date in accordance with NZ GAAP.
Group means the Issuer and its Subsidiaries for the time being.
Indebtedness means any obligation (whether present or future, actual or contingent, secured
or unsecured, as principal, surety or otherwise) relating to the payment or repayment of money
(including, for the avoidance of doubt, any liability under any Synthetic Facility).
Intangible Assets means, as at any date, all the assets of, or (as the context may require) the
aggregate of the book values under NZ GAAP of all the assets of, the Group which are classed
as intangible assets under NZ GAAP as valued and disclosed in the Financial Statements for
the period ending on that date.
NZ GAAP means generally accepted accounting practice in New Zealand as defined in
section 8 of the Financial Reporting Act 2013 of New Zealand.
Security Interest means:
(a) any mortgage, pledge, encumbrance by way of security, lien, charge, assignment by
way of security or hypothecation; or
(b) any title retention (other than in the ordinary course of business of the Issuer),
preferential right, trust arrangement or other agreement or arrangement intended by the
Issuer to have the effect of creating security similar to those referred to in paragraph (a),
but, for the avoidance of doubt, does not include:
(i) bailments;
(ii) the rights of resumption conferred by sections 27 to 27D of the State-Owned
Enterprises Act 1986 of New Zealand (as inserted by the Treaty of Waitangi (State
Enterprises) Act 1988 of New Zealand) or any memorial recording such right;
(iii) any rights or obligations (whether arising by operation of law, by contract or otherwise,
but in any case only arising in circumstances not inconsistent with the prevailing
treasury policies of the Issuer) of or in the nature of set-off, netting, combination,
consolidation or retention of accounts, banker’s lien, blocked accounts or analogous
rights or obligations in relation to or affecting any credit balances or other financial
obligations owing to the Issuer or arising under any Synthetic Facility; or
0077961-0000563 SYO1: 2005411343.11 65
(iv) a disposal of an asset by the Issuer for fair commercial value in circumstances in which
the Issuer obtains the use and benefit of the asset disposed of under a lease, repurchase
or similar arrangement, whether such lease, repurchase or similar arrangement is
directly between the Issuer and the owner of the asset or between the Issuer and any
other intermediate lessee or interest-holder.
Subsidiary means, in relation to any person:
(a) a subsidiary within the meaning of section 5 of the Companies Act (or any other person
which would be a subsidiary of that person if that person and the other person were
both registered under the Companies Act); or
(b) an “in substance subsidiary” in accordance with NZ GAAP, of that person.
Synthetic Facility means any agreement in the nature of an interest rate or currency swap,
futures contract, option contract, forward exchange contract or forward rate agreement.
Total Assets of a company or group of companies means, as at any date, all the assets of, or
(as the context may require) the aggregate of the book values under NZ GAAP of all the assets
of, that company or group of companies (as the case may be) as at any time and from time to
time valued and disclosed in:
(a) in the case of the Group, the Financial Statements for the period ending on that date; or
(b) in any other case, the most recent audited balance sheet of such company or the most
recent audited consolidated balance sheet of such group of companies (as the case may
be).
Total Tangible Assets means, as at any date, the Total Assets of the Group less the Intangible
Assets of the Group.
4. INTEREST
The applicable Pricing Supplement will indicate whether the Notes are Fixed Rate Notes,
Floating Rate Notes or Zero Coupon Notes or whether a different interest basis applies.
4.1 Interest on Fixed Rate Notes
This Condition 4.1 applies to Fixed Rate Notes only. The applicable Pricing Supplement
contains provisions applicable to the determination of fixed rate interest and must be read in
conjunction with this Condition 4.1 for full information on the manner in which interest is
calculated on Fixed Rate Notes. In particular, the applicable Pricing Supplement will specify
the Interest Commencement Date, the Rate(s) of Interest, the Interest Payment Date(s), the
Maturity Date, the Fixed Coupon Amount, any applicable Broken Amount, the Calculation
Amount, the Day Count Fraction and any applicable Determination Date.
Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at
the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the
Interest Payment Date(s) in each year up to (and including) the Maturity Date.
If the Notes are Bearer Notes in definitive form, except as provided in the applicable Pricing
Supplement, the amount of interest payable on each Interest Payment Date in respect of the
Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon
0077961-0000563 SYO1: 2005411343.11 66
Amount. Payments of interest on any Interest Payment Date will, if so specified in the
applicable Pricing Supplement, amount to the Broken Amount so specified.
As used in the Conditions, Fixed Interest Period means the period from (and including) an
Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or
first) Interest Payment Date and Calculation Amount has the meaning given in the applicable
Pricing Supplement.
Except in the case of Bearer Notes in definitive form where an applicable Fixed Coupon
Amount or Broken Amount is specified in the applicable Pricing Supplement, interest shall be
calculated in respect of any period by applying the Rate of Interest to:
(a) in the case of Fixed Rate Notes which are (i) represented by a Global Note or (ii)
Registered Notes in definitive form, the aggregate outstanding nominal amount of (A)
the Fixed Rate Notes represented by such Global Note or (B) such Registered Notes;
or
(b) in the case of Fixed Rate Notes which are Bearer Notes in definitive form, the
Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction.
The resultant figure (including after application of any Fixed Coupon Amount or Broken
Amount, as applicable, to the aggregate outstanding nominal amount of Fixed Rates Notes
which are Registered Notes in definitive form or the Calculation Amount in the case of Fixed
Rate Notes which are Bearer Notes in definitive form) shall be rounded to the nearest sub-unit
of the relevant Specified Currency, half of any such sub-unit being rounded upwards or
otherwise in accordance with applicable market convention.
Where the Specified Denomination of a Fixed Rate Note which is a Bearer Note in definitive
form is a multiple of the Calculation Amount, the amount of interest payable in respect of such
Fixed Rate Note shall be the product of the amount (determined in the manner provided above)
for the Calculation Amount and the amount by which the Calculation Amount is multiplied to
reach the Specified Denomination, without any further rounding.
Day Count Fraction means, in respect of the calculation of an amount of interest, in
accordance with this Condition 4.1:
(i) if “Actual/Actual (ICMA)” is specified in the applicable Pricing Supplement:
(A) in the case of Notes where the number of days in the relevant period from (and
including) the most recent Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the relevant payment date (the
Accrual Period) is equal to or shorter than the Determination Period during
which the Accrual Period ends, the number of days in such Accrual Period
divided by the product of (1) the number of days in such Determination Period
and (2) the number of Determination Dates (as specified in the applicable
Pricing Supplement) that would occur in one calendar year; or
(B) in the case of Notes where the Accrual Period is longer than the Determination
Period during which the Accrual Period ends, the sum of:
(1) the number of days in such Accrual Period falling in the Determination
Period in which the Accrual Period begins divided by the product of
0077961-0000563 SYO1: 2005411343.11 67
(x) the number of days in such Determination Period and (y) the
number of Determination Dates that would occur in one calendar year;
and
(2) the number of days in such Accrual Period falling in the next
Determination Period divided by the product of (x) the number of days
in such Determination Period and (y) the number of Determination
Dates that would occur in one calendar year; and
(ii) if “30/360” is specified in the applicable Pricing Supplement, the number of days in
the period from (and including) the most recent Interest Payment Date (or, if none, the
Interest Commencement Date) to (but excluding) the relevant payment date (such
number of days being calculated on the basis of a year of 360 days with 12 30-day
months) divided by 360.
In these Conditions:
Determination Period means each period from (and including) a Determination Date to (but
excluding) the next Determination Date (including, where either the Interest Commencement
Date or the final Interest Payment Date is not a Determination Date, the period commencing on
the first Determination Date prior to, and ending on the first Determination Date falling after,
such date); and
sub-unit means, with respect to any currency other than euro, the lowest amount of such
currency that is available as legal tender in the country of such currency and, with respect to
euro, one cent.
4.2 Interest on Floating Rate Notes
(a) Interest Payment Dates
This Condition 4.2 applies to Floating Rate Notes only. The applicable Pricing Supplement
contains provisions applicable to the determination of floating rate interest and must be read in
conjunction with this Condition 4.2 for full information on the manner in which interest is
calculated on Floating Rate Notes. In particular, the applicable Pricing Supplement will
identify any Specified Interest Payment Dates, any Specified Period, the Interest
Commencement Date, the Business Day Convention, any Additional Business Centres, the
party who will calculate the amount of interest due if it is not the Principal Paying Agent, the
Margin, any maximum or minimum interest rates and the Day Count Fraction. The applicable
Pricing Supplement will also specify the applicable Reference Rate, Interest Determination
Date(s) and Relevant Screen Page.
Each Floating Rate Note bears interest from (and including) the Interest Commencement Date
and such interest will be payable in arrear on either:
(i) the Specified Interest Payment Date(s) in each year specified in the applicable Pricing
Supplement; or
(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Pricing
Supplement, each date (each such date, together with each Specified Interest Payment
Date, an Interest Payment Date) which falls the number of months or other period
specified as the Specified Period in the applicable Pricing Supplement after the
preceding Interest Payment Date or, in the case of the first Interest Payment Date, after
the Interest Commencement Date.
0077961-0000563 SYO1: 2005411343.11 68
Such interest will be payable in respect of each Interest Period. In these Conditions, Interest
Period means the period from (and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest Payment Date or the
relevant payment date if the Notes become payable on a date other than an Interest Payment
Date.
If a Business Day Convention is specified in the applicable Pricing Supplement and (x) if there
is no numerically corresponding day in the calendar month in which an Interest Payment Date
should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a
Business Day, then, if the Business Day Convention specified is:
(A) in any case where Specified Periods are specified in accordance with
Condition 4.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date
(a) in the case of sub-paragraph (x) above, shall be the last day that is a Business Day
in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or
(b) in the case of sub-paragraph (y) above, shall be postponed to the next day which is
a Business Day unless it would thereby fall into the next calendar month, in which
event (i) such Interest Payment Date shall be brought forward to the immediately
preceding Business Day and (ii) each subsequent Interest Payment Date shall be the
last Business Day in the month which falls the Specified Period after the preceding
applicable Interest Payment Date occurred; or
(B) the Following Business Day Convention, such Interest Payment Date shall be
postponed to the next day which is a Business Day; or
(C) the Modified Following Business Day Convention, such Interest Payment Date shall
be postponed to the next day which is a Business Day unless it would thereby fall into
the next calendar month, in which event such Interest Payment Date shall be brought
forward to the immediately preceding Business Day; or
(D) the Preceding Business Day Convention, such Interest Payment Date shall be brought
forward to the immediately preceding Business Day.
In these Conditions, Business Day means:
(a) a day on which commercial banks and foreign exchange markets settle payments and
are open for general business (including dealing in foreign exchange and foreign
currency deposits) in London and each Additional Business Centre (other than T2)
specified in the applicable Pricing Supplement;
(b) if T2 is specified as an Additional Business Centre in the applicable Pricing
Supplement, a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer System or any successor or replacement for that system
(T2) is open; and
(c) either (1) in relation to any sum payable in a Specified Currency other than euro, a day
on which commercial banks and foreign exchange markets settle payments and are
open for general business (including dealing in foreign exchange and foreign currency
deposits) in the principal financial centre of the country of the relevant Specified
Currency (which if the Specified Currency is Australian dollars or New Zealand dollars
shall be Sydney and Auckland, respectively) or (2) in relation to any sum payable in
euro, a day on which T2 is open.
0077961-0000563 SYO1: 2005411343.11 69
(b) Rate of Interest
The Rate of Interest payable from time to time in respect of Floating Rate Notes will be
determined in the manner specified in the applicable Pricing Supplement.
(i) Screen Rate Determination for Floating Rate Notes - Term Rate
This Condition 4.2(b)(i) applies where “Term Rate” is specified in the applicable
Pricing Supplement to be “Applicable”.
The Rate of Interest for each Interest Period will, subject as provided below, be either:
(A) the offered quotation; or
(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with
0.000005 being rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate (being EURIBOR,
as specified in the applicable Pricing Supplement) which appears or appear, as the case
may be, on the Relevant Screen Page (or such replacement page on that service which
displays the information) as at 11.00 a.m. (Brussels time, in the case of EURIBOR) on
the Interest Determination Date in question plus or minus (as indicated in the applicable
Pricing Supplement) the Margin (if any), all as determined by the Principal Paying
Agent or the Calculation Agent, as applicable. If five or more of such offered
quotations are available on the Relevant Screen Page, the highest (or, if there is more
than one such highest quotation, one only of such quotations) and the lowest (or, if
there is more than one such lowest quotation, one only of such quotations) shall be
disregarded by the Principal Paying Agent or the Calculation Agent, as applicable, for
the purpose of determining the arithmetic mean (rounded as provided above) of such
offered quotations.
If the Relevant Screen Page is not available or if, in the case of Condition 4.2(b)(i)(A),
no offered quotation appears or, in the case of Condition 4.2(b)(i)(B), fewer than three
offered quotations appear, in each case as at the Specified Time, the Issuer shall request
each of the Reference Banks to provide the Principal Paying Agent or the Calculation
Agent, as applicable, with its offered quotation (expressed as a percentage rate per
annum) for the Reference Rate at approximately the Specified Time on the Interest
Determination Date in question. If two or more of the Reference Banks provide the
Principal Paying Agent or the Calculation Agent, as applicable, with offered
quotations, the Rate of Interest for the Interest Period shall be the arithmetic mean
(rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards)
of the offered quotations plus or minus (as appropriate) the Margin (if any), all as
determined by the Principal Paying Agent or the Calculation Agent, as applicable.
If on any Interest Determination Date one only or none of the Reference Banks provides
the Principal Paying Agent or the Calculation Agent, as applicable, with an offered
quotation as provided in the preceding paragraph, the Rate of Interest for the relevant
Interest Period shall be the rate per annum which the Principal Paying Agent or the
Calculation Agent, as applicable, determines as being the arithmetic mean (rounded if
necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the
rates, as communicated to (and at the request of) the Principal Paying Agent or the
Calculation Agent, as applicable, by the Reference Banks or any two or more of them,
at which such banks were offered, at approximately the Specified Time on the relevant
Interest Determination Date, deposits in the Specified Currency for a period equal to
0077961-0000563 SYO1: 2005411343.11 70
that which would have been used for the Reference Rate by leading banks in the Euro-
zone inter-bank market plus or minus (as appropriate) the Margin (if any) or, if fewer
than two of the Reference Banks provide the Principal Paying Agent or the Calculation
Agent, as applicable, with offered rates, the offered rate for deposits in the Specified
Currency for a period equal to that which would have been used for the Reference Rate,
or the arithmetic mean (rounded as provided above) of the offered rates for deposits in
the Specified Currency for a period equal to that which would have been used for the
Reference Rate, at which, at approximately the Specified Time on the relevant Interest
Determination Date, any one or more banks (which bank or banks is or are in the
opinion of the Issuer suitable for the purpose) informs the Principal Paying Agent or
the Calculation Agent, as applicable, it is quoting to leading banks in the Euro-zone
inter-bank market plus or minus (as appropriate) the Margin (if any), provided that, if
the Rate of Interest cannot be determined in accordance with the foregoing provisions
of this paragraph, the Rate of Interest shall be determined as at the last preceding
Interest Determination Date (though substituting, where a different Margin is to be
applied to the relevant Interest Period from that which applied to the last preceding
Interest Period, the Margin relating to the relevant Interest Period in place of the Margin
relating to that last preceding Interest Period).
If the Reference Rate from time to time in respect of Floating Rate Notes is specified
in the applicable Pricing Supplement as being other than EURIBOR, the Rate of
Interest in respect of the Notes will be determined as provided in the applicable Pricing
Supplement.
Unless otherwise stated in the applicable Pricing Supplement the Minimum Rate of
Interest shall be deemed to be zero.
For the purposes of this Condition 4.2(b)(i):
Reference Banks means, in the case of a determination of EURIBOR, the principal
Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case
as selected by the Issuer; and
Specified Time means 11.00 a.m. (Brussels time).
(ii) Screen Rate Determination for Floating Rate Notes – Overnight Rate - Compounded
Daily SONIA - Non-Index Determination
This Condition 4.2(b)(ii) applies where the applicable Pricing Supplement specifies:
(1) “Overnight Rate” to be “Applicable”; (2) “Compounded Daily SONIA” as the
Reference Rate; and (3) “Index Determination” to be “Not Applicable”.
(A) The Rate of Interest for an Interest Accrual Period will, subject to
Condition 4.2(c) and as provided below, be Compounded Daily SONIA with
respect to such Interest Accrual Period plus or minus (as indicated in the
applicable Pricing Supplement) the applicable Margin (if any), all as
determined by the Principal Paying Agent or the Calculation Agent, as
applicable.
Compounded Daily SONIA means, with respect to an Interest Accrual
Period, the rate of return of a daily compound interest investment (with the
daily Sterling overnight reference rate as reference rate for the calculation of
interest) as calculated by the Principal Paying Agent or the Calculation Agent,
as applicable as at the relevant Interest Determination Date in accordance with
0077961-0000563 SYO1: 2005411343.11 71
the following formula (and the resulting percentage will be rounded if
necessary to the nearest fifth decimal place, with 0.000005 being rounded
upwards):
[
∏
(1 +
푆푂푁퐼퐴
i
× n
i
퐷
)
푑
표
푖 = 1
−1
]
×
D
푑
where:
d is the number of calendar days in:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the relevant Interest Accrual Period; or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the relevant Observation Period;
D is the number specified as such in the applicable Pricing Supplement (or, if
no such number is specified, 365);
d
o
means:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the number of London Banking Days in the
relevant Interest Accrual Period; or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the number of London Banking
Days in the relevant Observation Period;
i is a series of whole numbers from one to “d
o
”, each representing the relevant
London Banking Day in chronological order from, and including, the first
London Banking Day in:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the relevant Interest Accrual Period; or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the relevant Observation Period;
London Banking Day means any day on which commercial banks are open
for general business (including dealing in foreign exchange and foreign
currency deposits) in London;
n
i
for any London Banking Day “i”, means the number of calendar days from
(and including) such London Banking Day “i” up to (but excluding) the
following London Banking Day;
Observation Period means the period from (and including) the date falling
“p” London Banking Days prior to the first day of the relevant Interest Accrual
Period to (but excluding) the date falling “p” London Banking Days prior to
(A) (in the case of an Interest Period) the Interest Payment Date for such
Interest Period or (B) (in the case of any other Interest Accrual Period) the date
on which the relevant payment of interest falls due;
0077961-0000563 SYO1: 2005411343.11 72
p means:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the number of London Banking Days specified as
the “Lag Period” in the applicable Pricing Supplement (or, if no such
number is so specified, five London Banking Days); or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the number of London Banking
Days specified as the “Observation Shift Period” in the applicable
Pricing Supplement (or, if no such number is specified, five London
Banking Days);
the SONIA reference rate, in respect of any London Banking Day (LBD
x
), is
a reference rate equal to the daily Sterling Overnight Index Average (SONIA)
rate for such LBD
x
as provided by the administrator of SONIA to authorised
distributors and as then published on the Relevant Screen Page (or, if the
Relevant Screen Page is unavailable, as otherwise published by such
authorised distributors) on the London Banking Day immediately following
LBD
x
; and
SONIA
i
means the SONIA reference rate for:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the London Banking Day falling “p” London
Banking Days prior to the relevant London Banking Day “i”; or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the relevant London Banking Day
“i”.
(B) Subject to Condition 4.2(c) if, where any Rate of Interest is to be calculated
pursuant to Condition 4.2(b)(ii)(A) above, in respect of any London Banking
Day on which an applicable SONIA reference rate is required to be determined,
such SONIA reference rate is not made available on the Relevant Screen Page
or has not otherwise been published by the relevant authorised distributors,
then the SONIA reference rate in respect of such London Banking Day shall
be the rate determined by the Principal Paying Agent or the Calculation Agent,
as applicable as:
(1) the sum of (i) the Bank of England’s Bank Rate (the Bank Rate)
prevailing at 5.00 p.m. (London time) (or, if earlier, close of business)
on such London Banking Day; and (ii) the mean of the spread of the
SONIA reference rate to the Bank Rate over the previous five London
Banking Days in respect of which a SONIA reference rate has been
published, excluding the highest spread (or, if there is more than one
highest spread, one only of those highest spreads) and lowest spread
(or, if there is more than one lowest spread, one only of those lowest
spreads); or
(2) if the Bank Rate under (1)(i) above is not available at the relevant time,
either (A) the SONIA reference rate published on the Relevant Screen
Page (or otherwise published by the relevant authorised distributors)
for the first preceding London Banking Day in respect of which the
0077961-0000563 SYO1: 2005411343.11 73
SONIA reference rate was published on the Relevant Screen Page (or
otherwise published by the relevant authorised distributors) or (B) if
this is more recent, the latest rate determined under (1) above,
and, in each case, references to “SONIA reference rate” in
Condition 4.2(b)(ii)(A) above shall be construed accordingly.
(C) In the event that the Rate of Interest cannot be determined in accordance with
the foregoing provisions of this Condition 4.2(b)(ii), and without prejudice to
Condition 4.2(c), the Rate of Interest shall be:
(1) that determined as at the last preceding Interest Determination Date on
which the Rate of Interest was so determined (though substituting,
where a different Margin, Maximum Rate of Interest and/or Minimum
Rate of Interest is to be applied to the relevant Interest Accrual Period
from that which applied to the last preceding Interest Accrual Period,
the Margin, Maximum Rate of Interest and/or Minimum Rate of
Interest (as the case may be) relating to the relevant Interest Accrual
Period, in place of the Margin, Maximum Rate of Interest and/or
Minimum Rate of Interest (as applicable) relating to that last preceding
Interest Accrual Period); or
(2) if there is no such preceding Interest Determination Date, the initial
Rate of Interest which would have been applicable to such Series of
Notes for the first scheduled Interest Period had the Notes been in issue
for a period equal in duration to the first scheduled Interest Period but
ending on (and excluding) the Interest Commencement Date (applying
the Margin and, if applicable, any Maximum Rate of Interest and/or
Minimum Rate of Interest, applicable to the first scheduled Interest
Period),
in each case as determined by the Principal Paying Agent or the Calculation
Agent, as applicable.
(iii) Screen Rate Determination – Overnight Rate - Compounded Daily SONIA - Index
Determination
This Condition 4.2(b)(iii) applies where the applicable Pricing Supplement specifies:
(1) “Overnight Rate” to be “Applicable”; (2) “Compounded Daily SONIA” as the
Reference Rate; and (3) “Index Determination” to be “Applicable”.
(A) The Rate of Interest for an Interest Accrual Period will, subject to
Condition 4.2(c) and as provided below, be the Compounded Daily SONIA
Rate with respect to such Interest Accrual Period plus or minus (as indicated
in the applicable Pricing Supplement) the applicable Margin (if any), all as
determined by the Principal Paying Agent or the Calculation Agent, as
applicable.
Compounded Daily SONIA Rate means, with respect to an Interest Accrual
Period, the rate of return of a daily compound interest investment (with the
daily Sterling overnight reference rate as reference rate for the calculation of
interest) (expressed as a percentage and rounded if necessary to the fifth
decimal place, with 0.000005 being rounded upwards) determined by the
Principal Paying Agent or the Calculation Agent, as applicable by reference to
0077961-0000563 SYO1: 2005411343.11 74
the screen rate or index for compounded daily SONIA rates administered by
the administrator of the SONIA reference rate that is published or displayed by
such administrator or other information service from time to time on the
relevant Interest Determination Date, as further specified in the applicable
Pricing Supplement (the SONIA Compounded Index) and in accordance with
the following formula:
(
푆푂푁퐼퐴 퐶푂푀푃푂푈푁퐷퐸퐷 퐼푁퐷퐸푋
퐸푛푑
푆푂푁퐼퐴 퐶푂푀푃푂푈푁퐷퐸퐷 퐼푁퐷퐸푋
푆푡푎푟푡
−1) 푥
365
푑
where:
d is the number of calendar days from (and including) the day in relation to
which SONIA Compounded Index
Start
is determined to (but excluding) the day
in relation to which SONIA Compounded Index
End
is determined;
London Banking Day means any day on which commercial banks are open
for general business (including dealing in foreign exchange and foreign
currency deposits) in London;
Relevant Number is the number specified as such in the applicable Pricing
Supplement (or, if no such number is specified, five);
SONIA Compounded Index
Start
means, with respect to an Interest Accrual
Period, the SONIA Compounded Index determined in relation to the day
falling the Relevant Number of London Banking Days prior to the first day of
such Interest Accrual Period; and
SONIA Compounded Index
End
means, with respect to an Interest Accrual
Period, the SONIA Compounded Index determined in relation to the day
falling the Relevant Number of London Banking Days prior to (A) the Interest
Payment Date for such Interest Accrual Period, or (B) such other date on which
the relevant payment of interest falls due (but which by its definition or the
operation of the relevant provisions is excluded from such Interest Accrual
Period).
If the relevant SONIA Compounded Index is not published or displayed by the
administrator of the SONIA reference rate or other information service by 5.00 p.m.
(London time) (or, if later, by the time falling one hour after the customary or scheduled
time for publication thereof in accordance with the then-prevailing operational
procedures of the administrator of the SONIA reference rate or of such other
information service, as the case may be) on the relevant Interest Determination Date,
the Compounded Daily SONIA Rate for the applicable Interest Accrual Period for
which the SONIA Compounded Index is not available shall be “Compounded Daily
SONIA” determined in accordance with Condition 4.2(b)(ii) above as if “Index
Determination” were specified in the applicable Pricing Supplement as being “Not
Applicable”, and for these purposes: (i) the “Observation Method” shall be deemed to
be “Observation Shift” and (ii) the “Observation Shift Period” shall be deemed to be
equal to the Relevant Number of London Banking Days, as if those alternative elections
had been made in the applicable Pricing Supplement.
0077961-0000563 SYO1: 2005411343.11 75
(iv) Screen Rate Determination – Overnight Rate – Compounded Daily SOFR – Non-
Index Determination
This Condition 4.2(b)(iv) applies where the applicable Pricing Supplement specifies:
(1) “Overnight Rate” to be “Applicable”; (2) “Compounded Daily SOFR” as the
Reference Rate; and (3) “Index Determination” to be “Not Applicable”.
(A) Compounded Daily SOFR
The Rate of Interest for an Interest Accrual Period will, subject to
Condition 4.2(c) and as provided below, be Compounded Daily SOFR with
respect to such Interest Accrual Period plus or minus (as indicated in the
applicable Pricing Supplement) the applicable Margin (if any), all as
determined by the Principal Paying Agent or the Calculation Agent, as
applicable.
Compounded Daily SOFR means, with respect to an Interest Accrual Period,
the rate of return of a daily compound interest investment (with the daily U.S.
dollars secured overnight financing rate as reference rate for the calculation of
interest) as calculated by the Principal Paying Agent or the Calculation Agent,
as applicable as at the relevant Interest Determination Date in accordance with
the following formula (and the resulting percentage will be rounded if
necessary to the nearest fifth decimal place, with 0.000005 being rounded
upwards):
[
∏
(1 +
푆푂퐹푅
i
× n
i
퐷
)
푑
표
푖 = 1
−1
]
×
D
푑
where:
d is the number of calendar days in:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the relevant Interest Accrual Period; or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the relevant Observation Period;
D is the number specified as such in the applicable Pricing Supplement (or, if
no such number is specified, 360);
d
o
means:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the number of U.S. Government Securities
Business Days in the relevant Interest Accrual Period; or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the number of U.S. Government
Securities Business Days in the relevant Observation Period;
i is a series of whole numbers from one to “d
o
”, each representing the relevant
U.S. Government Securities Business Day in chronological order from, and
including, the first U.S. Government Securities Business Day in:
0077961-0000563 SYO1: 2005411343.11 76
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the relevant Interest Accrual Period; or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the relevant Observation Period;
New York Fed’s Website means the website of the Federal Reserve Bank of
New York (or a successor administrator of SOFR) or any successor source;
n
i
for any U.S. Government Securities Business Day “i”, means the number of
calendar days from (and including) such U.S. Government Securities Business
Day “i” up to (but excluding) the following U.S. Government Securities
Business Day;
Observation Period means the period from (and including) the date falling
“p” U.S. Government Securities Business Days prior to the first day of the
relevant Interest Accrual Period to (but excluding) the date falling “p” U.S.
Government Securities Business Days prior to (A) (in the case of an Interest
Period) the Interest Payment Date for such Interest Period or (B) (in the case
of any other Interest Accrual Period) the date on which the relevant payment
of interest falls due;
p means:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the number of U.S. Government Securities
Business Days specified as the “Lag Period” in the applicable Pricing
Supplement; or
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the number of U.S. Government
Securities Business Days specified as the “Observation Shift Period”
in the applicable Pricing Supplement;
SOFR in respect of any U.S. Government Securities Business Day (USBD
x
),
is a reference rate equal to the daily secured overnight financing rate as
provided by the Federal Reserve Bank of New York, as the administrator of
such rate (or any successor administrator of such rate) on the New York Fed’s
Website, in each case at or around 3.00 p.m. (New York City time) on the U.S.
Government Securities Business Day immediately following such USBD
x
;
SOFR
i
means the SOFR for:
(i) where “Lag” is specified as the Observation Method in the applicable
Pricing Supplement, the U.S. Government Securities Business Day
falling “p” U.S. Government Securities Business Days prior to the
relevant U.S. Government Securities Business Day “i”;
(ii) where “Observation Shift” is specified as the Observation Method in
the applicable Pricing Supplement, the relevant U.S. Government
Securities Business Day “i”; and
U.S. Government Securities Business Day means any day except for a
Saturday, Sunday or a day on which the Securities Industry and Financial
0077961-0000563 SYO1: 2005411343.11 77
Markets Association recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in U.S.
government securities.
(B) SOFR Unavailable
Subject to Condition 4.2(c), if, where any Rate of Interest is to be calculated
pursuant to this Condition 4.2(b)(iv), in respect of any U.S. Government
Securities Business Day in respect of which an applicable SOFR is required to
be determined, such SOFR is not available, such SOFR shall be the SOFR for
the first preceding U.S. Government Securities Business Day in respect of
which the SOFR was published on the New York Fed’s Website.
In the event that the Rate of Interest cannot be determined in accordance with
the foregoing provisions of this Condition 4.2(b)(iv) but without prejudice to
Condition 4.2(c), the Rate of Interest shall be calculated in accordance, mutatis
mutandis, with the provisions of Condition 4.2(b)(ii)(C).
(v) Screen Rate Determination – Overnight Rate - SOFR - Index Determination
This Condition 4.2(b)(v) applies where the applicable Pricing Supplement specifies:
(1) “Overnight Rate” to be “Applicable”; (2) “Compounded Daily SOFR” as the
Reference Rate; and (3) “Index Determination” to be “Applicable”.
(A) The Rate of Interest for an Interest Accrual Period will, subject to
Condition 4.2(c) and as provided below, be the Compounded SOFR with
respect to such Interest Accrual Period plus or minus (as indicated in the
applicable Pricing Supplement) the applicable Margin (if any), all as
determined by the Principal Paying Agent or the Calculation Agent, as
applicable.
Compounded SOFR means, with respect to an Interest Accrual Period, the
rate (expressed as a percentage and rounded if necessary to the nearest fifth
decimal place, with 0.000005 being rounded upwards) determined by the
Principal Paying Agent or the Calculation Agent, as applicable in accordance
with the following formula:
(
푆푂퐹푅 퐼푛푑푒푥
퐸푛푑
푆푂퐹푅 퐼푛푑푒푥
푆푡푎푟푡
−1 ) 푥
360
푑
푐
where:
d
c
is the number of calendar days from (and including) the day in relation to
which SOFR Index
Start
is determined to (but excluding) the day in relation to
which SOFR Index
End
is determined;
Relevant Number is the number specified as such in the applicable Pricing
Supplement;
SOFR means the daily secured overnight financing rate as provided by the
SOFR Administrator on the SOFR Administrator’s Website;
SOFR Administrator means the Federal Reserve Bank of New York (or a
successor administrator of SOFR);
0077961-0000563 SYO1: 2005411343.11 78
SOFR Administrator’s Website means the website of the SOFR
Administrator, or any successor source;
SOFR Index, with respect to any U.S. Government Securities Business Day,
means the SOFR index value as published by the SOFR Administrator as such
index appears on the SOFR Administrator’s Website at or around 3.00 p.m.
(New York time) on such U.S. Government Securities Business Day (the
SOFR Determination Time);
SOFR Index
Start
, with respect to an Interest Accrual Period, is the SOFR Index
value for the day which is the Relevant Number of U.S. Government Securities
Business Days preceding the first day of such Interest Accrual Period;
SOFR Index
End
, with respect to an Interest Accrual Period, is the SOFR Index
value for the day which is the Relevant Number of U.S. Government Securities
Business Days preceding (A) the Interest Payment Date for such Interest
Accrual Period, or (B) such other date on which the relevant payment of
interest falls due (but which by its definition or the operation of the relevant
provisions is excluded from such Interest Accrual Period); and
U.S. Government Securities Business Day means any day except for a
Saturday, Sunday or a day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in U.S.
government securities.
(vi) If, as at any relevant SOFR Determination Time, the relevant SOFR Index is not
published or displayed on the SOFR Administrator’s Website by the SOFR
Administrator, the Compounded SOFR for the applicable Interest Accrual Period for
which the relevant SOFR Index is not available shall be “Compounded Daily SOFR”
determined in accordance with Condition 4.2(b)(iv) above as if “Index Determination”
were specified in the applicable Pricing Supplement as being ‘Not Applicable’, and for
these purposes: (i) the “Observation Method” shall be deemed to be “Observation
Shift” and (ii) the “Observation Shift Period” shall be deemed to be equal to the
Relevant Number of U.S. Government Securities Business Days, as if such alternative
elections had been made in the applicable Pricing Supplement.
(vii) Screen Rate Determination – Overnight Rate – €STR – Compounded Daily €STR
Formula
This Condition 4.2(b)(vii) applies where the applicable Pricing Supplement specifies:
(1) “Overnight Rate” to be “Applicable”; (2) “€STR” as the Reference Rate; and (3)
“Compounded Daily €STR Formula” as the Calculation Method.
The Rate of Interest for an Interest Accrual Period will, subject to Condition 4.2(c) and
as provided below, be the Compounded Daily €STR Formula Rate with respect to such
Interest Accrual Period plus or minus (as indicated in the applicable Pricing
Supplement) the applicable Margin (if any), all as determined by the Principal Paying
Agent or the Calculation Agent, as applicable.
Compounded Daily €STR Formula Rate means, with respect to an Interest Accrual
Period, the rate of return of a daily compound interest investment in euro (with the daily
euro short-term rate (€STR) as the reference rate for the calculation of interest) as
calculated by the Principal Paying Agent or the Calculation Agent, as applicable, on
0077961-0000563 SYO1: 2005411343.11 79
the relevant Interest Determination Date in accordance with the following formula (and
the resulting percentage will be rounded, if necessary, to the nearest fifth decimal place,
with 0.000005 being rounded upwards):
[
∏
(1+
€푆푇푅
푖
×푛
푖
360
)
푑
표
푖=1
−1
]
×
360
푑
where:
the €STR reference rate means, in respect of any T2 Business Day, a reference rate
equal to the daily €STR for such T2 Business Day, as provided by the European Central
Bank as the administrator of €STR (or any successor administrator of such rate) on the
website of the European Central Bank (or, if no longer published on its website, as
otherwise published by it or provided by it to authorised distributors, or as otherwise
published by such authorised distributors) on the T2 Business Day immediately
following such T2 Business Day (in each case at the time specified by, or determined
in accordance with, the applicable methodology, policies or guidelines, of the European
Central Bank or the successor administrator of €STR);
€STR
i
means, in respect of any T2 Business Day "i":
(i) where "Lag" is specified as the Observation Method in the applicable Pricing
Supplement, the €STR reference rate in respect of the T2 Business Day falling
"p" T2 Business Days prior to the relevant T2 Business Day "i"; or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, the €STR reference rate in respect of the
relevant T2 Business Day "i";
d is the number of calendar days in:
(i) where "Lag" is specified as the Observation Method in the applicable Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, the relevant Observation Period;
i is a series of whole numbers from one to d
o
, each representing the relevant T2
Business Day in chronological order from, and including, the first T2 Business Day in:
(i) where "Lag" is specified as the Observation Method in the applicable Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, the relevant Observation Period;
n
i
, for any T2 Business Day "i", means the number of calendar days from (and
including) such T2 Business Day "i" up to (but excluding) the following T2 Business
Day;
Observation Period means, in respect of an Interest Accrual Period, the period from
(and including) the date falling "p" T2 Business Days prior to the first day of the
relevant Interest Accrual Period to (but excluding) the date falling "p" T2 Business
Days prior to (I) the Interest Payment Date for such Interest Accrual Period or (II) if
0077961-0000563 SYO1: 2005411343.11 80
applicable, the relevant payment date if the Notes become due and payable on a date
other than an Interest Payment Date;
p means:
(i) (where "Lag" is specified as the Observation Method in the applicable Pricing
Supplement, the number of T2 Business Days included in the "Lag Lookback
Period (p)" in the applicable Pricing Supplement (or, if no such number is so
specified, five T2 Business Days); or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, the number of T2 Business Days included in
the "Observation Shift Period" in the applicable Pricing Supplement (or, if no
such number is so specified, five T2 Business Days); and
T2 Business Day means any day on which T2 (as defined in Condition 4.2(a)) is open
(viii) Screen Rate Determination – Overnight Rate – €STR – €STR Index Determination
This Condition 4.2(b)(viii) applies where the applicable Pricing Supplement specifies:
(1) “Overnight Rate” to be “Applicable”; (2) “€STR” as the Reference Rate; and (3)
“€STR Index Determination” as the Calculation Method.
The Rate of Interest for an Interest Accrual Period will, subject to Condition 4.2(c) and
as provided below, be the €STR Compounded Index Rate with respect to such Interest
Accrual Period plus or minus (as indicated in the applicable Pricing Supplement) the
applicable Margin (if any), all as determined by the Principal Paying Agent or the
Calculation Agent, as applicable.
€STR Compounded Index Rate means, with respect to an Interest Accrual Period,
the rate of return of a daily compound interest investment in euro as calculated by the
Principal Paying Agent or the Calculation Agent, as applicable, on the relevant Interest
Determination Date in accordance with the following formula (and the resulting
percentage will be rounded, if necessary, to the nearest fifth decimal place, with
0.000005 being rounded upwards):
(
€푆푇푅 퐶표푚푝표푢푛푑푒푑 퐼푛푑푒푥
퐸푛푑
€푆푇푅 퐶표푚푝표푢푛푑푒푑 퐼푛푑푒푥
푆푡푎푟푡
−1)×
360
푑
where:
€STR Compounded Index
End
means the €STR Compounded Index value relating to
the T2 Business Day falling the Relevant Number of T2 Business Days prior to (I) the
Interest Payment Date for the relevant Interest Accrual Period or (II) if applicable, the
relevant payment date if the Notes become due and payable on a date other than an
Interest Payment Date;
€STR Compounded Index
Start
means the €STR Compounded Index value relating to
the T2 Business Day falling the Relevant Number of T2 Business Days prior to the first
day of the relevant Interest Accrual Period;
the €STR Compounded Index means, with respect to any T2 Business Day, the value
of the €STR Compounded Index that is published by the European Central Bank as the
administrator of such rate (or any successor administrator of such rate), on the website
0077961-0000563 SYO1: 2005411343.11 81
of the European Central Bank or any successor website, in respect of such T2 Business
Day;
d is the number of calendar days from (and including) the day in relation to which
“€STR Compounded Index
Start
” is determined to (but excluding) the day in relation to
which “€STR Compounded Index
End
” is determined (being the number of calendar days
in the applicable reference period);
Relevant Number is as specified in the applicable Pricing Supplement; and
T2 Business Day has the meaning set out in Condition 4.2(b)(vii) above.
If the relevant €STR Compounded Index required to determine €STR Compounded
Index
Start
or €STR Compounded Index
End
is not published or displayed by the European
Central Bank as the administrator of the €STR reference rate (or any successor
administrator of such rate) on the website of the European Central Bank or any
successor website at the Relevant Time specified in the applicable Pricing Supplement
(or, if later, by the time falling one hour after the customary or scheduled time for
publication thereof in accordance with the then-prevailing operational procedures of
the administrator of €STR) on the relevant Interest Determination Date, the €STR
Compounded Index Rate for the applicable Interest Accrual Period for which the €STR
Compounded Index is not available shall be the “Compounded Daily €STR Formula
Rate” determined in accordance with Condition 4.2(b)(vii) above as if the Calculation
Method specified in the applicable Pricing Supplement were “Compounded Daily
€STR Formula” (and not “€STR Index Determination”), and for these purposes: (i) the
“Observation Method” shall be deemed to be “Observation Shift”, and (ii) the
“Observation Shift Period” shall be deemed to be equal to the Relevant Number of T2
Business Days, as if those alternative elections had been made in the applicable Pricing
Supplement.
(ix) Screen Rate Determination – Overnight Rate – €STR – Average €STR
This Condition 4.2(b)(ix) applies where the applicable Pricing Supplement specifies:
(1) “Overnight Rate” to be “Applicable”; (2) “€STR” as the Reference Rate; and (3)
“Average €STR” as the Calculation Method.
The Rate of Interest for an Interest Accrual Period will, subject to Condition 4.2(c) and
as provided below, be the Average €STR Rate with respect to such Interest Accrual
Period plus or minus (as indicated in the applicable Pricing Supplement) the applicable
Margin (if any), all as determined by the Principal Paying Agent or the Calculation
Agent, as applicable.
Average €STR Rate means, with respect to an Interest Accrual Period, the arithmetic
mean of the €STR reference rate in effect during such Interest Accrual Period as
calculated by the Principal Paying Agent or the Calculation Agent, as applicable, on
the relevant Interest Determination Date in accordance with the following formula (and
the resulting percentage will be rounded, if necessary, to the nearest fifth decimal place,
with 0.000005 being rounded upwards):
∑
€푺푻푹
풊
×풏
풊
풅
풐
풊=ퟏ
풅
where €STR reference rate, €STR
i
, d, d
o
, i and n
i
have the meanings set out in
Condition 4.2(b)(vii) above.
0077961-0000563 SYO1: 2005411343.11 82
For the purposes of Conditions 4.2(b)(vii) and 4.2(b)(ix) above, and subject to
Condition 4.2(c) below, if, in respect of any T2 Business Day in the relevant
Observation Period or the relevant Interest Accrual Period, as applicable, the Principal
Paying Agent (or such other party responsible for the calculation of the Rate of Interest,
as specified in the applicable Pricing Supplement) determines that the applicable €STR
reference rate has not been published by the European Central Bank as the
administrator of such rate (or any successor administrator of the €STR reference rate)
on the website of the European Central Bank or any successor website, then the
Principal Paying Agent (or such other party responsible for the calculation of the Rate
of Interest, as specified in the applicable Pricing Supplement, as applicable) shall
determine the €STR reference rate in respect of such T2 Business Day as being the
€STR reference rate published by the European Central Bank as the administrator of
the €STR reference rate (or any successor administrator of such rate), on the website
of the European Central Bank or any successor website, for the first preceding T2
Business Day in respect of which the €STR reference rate was published by the
European Central Bank as the administrator of the €STR reference rate (or any
successor administrator of such rate) on the website of the European Central Bank or
any successor website, and "€STR reference rate" shall be interpreted accordingly.
In the event that the Rate of Interest cannot be determined in accordance with the
foregoing provisions, and subject to Condition 4.2(c) below, the Rate of Interest shall
be:
(i) that determined as at the last preceding Interest Determination Date (though
substituting, where a different Margin, Maximum Rate of Interest and/or
Minimum Rate of Interest is to be applied to the relevant Interest Period from
that which applied to the last preceding Interest Period, the Margin, Maximum
Rate of Interest and/or Minimum Rate of Interest (as the case may be) relating
to the relevant Interest Accrual Period, in place of the Margin, Maximum Rate
of Interest and/or Minimum Rate of Interest (as applicable) relating to that last
preceding Interest Period); or
(ii) if there is no such preceding Interest Determination Date, the initial Rate of
Interest which would have been applicable to such Series of Notes for the first
scheduled Interest Accrual Period had the Notes been in issue for a period equal
in duration to the first scheduled Interest Accrual Period but ending on (and
excluding) the Interest Commencement Date (and applying the Margin and, if
applicable, any Maximum Rate of Interest and/or Minimum Rate of Interest,
applicable to the first scheduled Interest Period),
in each case as determined by the Principal Paying Agent or the Calculation Agent, as
applicable.
(x) Screen Rate Determination – Overnight Rate – SARON – Compounded Daily
SARON
This Condition 4.2(b)(x) applies where the applicable Pricing Supplement specifies:
(1) “Overnight Rate” to be “Applicable”; and (2) “Compounded Daily SARON” as the
Reference Rate.
(A) Compounded Daily SARON
The Rate of Interest for an Interest Accrual Period will, subject to
Condition 4.2(c) and as provided below, be Compounded Daily SARON with
0077961-0000563 SYO1: 2005411343.11 83
respect to such Interest Accrual Period plus or minus (as indicated in the
applicable Pricing Supplement) the applicable Margin (if any), all as
determined by the Principal Paying Agent or the Calculation Agent, as
applicable.
Compounded Daily SARON means, with respect to any Interest Accrual
Period, subject to Condition 4.2(b)(x)(B) and Condition 4.2(c), the rate
calculated by the Principal Paying Agent or the Calculation Agent, as
applicable on the relevant Interest Determination Date in accordance with the
following formula (and the resulting percentage will be rounded, if necessary,
to the nearest fifth decimal place, with 0.000005 being rounded upwards):
[
∏
(1 +
푆퐴푅푂푁
푖
× 푛
푖
360
)
푑
푏
푖 = 1
−1
]
×
360
푑
푐
where:
d
b
means the number of Zurich Banking Days in the relevant SARON
Observation Period;
d
c
means the number of calendar days in the relevant SARON Observation
Period;
i indexes a series of whole numbers from one to “d
b
”, representing the Zurich
Banking Days in the relevant SARON Observation Period in chronological
order from (and including) the first Zurich Banking Day in such SARON
Observation Period, to (and including) the last Zurich Banking Day in such
SARON Observation Period;
n
i
means, in respect of any Zurich Banking Day “i”, the number of calendar
days from (and including) such Zurich Banking Day “i” to (but excluding) the
first following Zurich Banking Day; and
SARON
i
means, in respect of any Zurich Banking Day “i” in the relevant
SARON Observation Period, SARON in respect of such Zurich Banking Day
i.
(B) SARON Unavailable and both a SARON Index Cessation Event and a SARON
Index Cessation Effective Date have occurred
(i) If the Principal Paying Agent or the Calculation Agent, as applicable,
(A) is required to use a SARON Recommended Replacement Rate or
the SNB Policy Rate pursuant to sub-paragraphs (iii)(1) or (iii)(2) of
the definition of “SARON” for purposes of determining SARON for
any Zurich Banking Day, and (B) determines that (x) any changes to
the definitions of Business Day, Business Day Convention, Day Count
Fraction, Interest Determination Date, Interest Payment Date, Interest
Accrual Period, SARON Observation Period, SARON, SARON
Administrator, SARON Administrator Website, SARON Specified
Time or Zurich Banking Day, and/or (y) any other technical changes
to any other provision in this Condition 4.2 are necessary in order to
use such SARON Recommended Replacement Rate (and any SARON
Recommended Adjustment Spread) or the SNB Policy Rate (and any
SNB Adjustment Spread), as the case may be, for such purposes, in a
0077961-0000563 SYO1: 2005411343.11 84
manner substantially consistent with market practice (or, if the
Principal Paying Agent or the Calculation Agent, as applicable,
decides that adoption of any portion of such market practice is not
administratively feasible or if the Calculation Agent determines that
no market practice for use of such SARON Recommended
Replacement Rate (and any SARON Recommended Adjustment
Spread) or the SNB Policy Rate (and any SNB Adjustment Spread)
exists, in such other manner as the Principal Paying Agent or the
Calculation Agent, as applicable, determines is reasonably necessary),
such definitions and other provisions will be amended pursuant to
Condition 14(c) to reflect such changes, and the Issuer shall give notice
as soon as practicable to the Principal Paying Agent or the Calculation
Agent, as applicable, and, in accordance with Condition 13, the
Noteholders, specifying the SARON Recommended Replacement
Rate and any SARON Recommended Adjustment Spread or any SNB
Adjustment Spread, as applicable, and the amendments implemented
pursuant to Condition 14(c).
(C) Definitions
For the purposes of this Condition 4.2(b)(x):
SARON means, in respect of any Zurich Banking Day,
(i) the Swiss Average Rate Overnight for such Zurich Banking Day
published by the SARON Administrator on the SARON Administrator
Website at the SARON Specified Time on such Zurich Banking Day;
or
(ii) if such rate is not so published on the SARON Administrator Website
at the SARON Specified Time on such Zurich Banking Day and a
SARON Index Cessation Event and a SARON Index Cessation
Effective Date have not both occurred at or prior to the SARON
Specified Time on such Zurich Banking Day, the Swiss Average Rate
Overnight published by the SARON Administrator on the SARON
Administrator Website for the last preceding Zurich Banking Day on
which the Swiss Average Rate Overnight was published by the
SARON Administrator on the SARON Administrator Website; or
(iii) if such rate is not so published on the SARON Administrator Website
at the SARON Specified Time on such Zurich Banking Day and a
SARON Index Cessation Event and a SARON Index Cessation
Effective Date have both occurred at or prior to the SARON Specified
Time on such Zurich Banking Day,
(1) if there is a SARON Recommended Replacement Rate within
one Zurich Banking Day of the SARON Index Cessation
Effective Date, the SARON Recommended Replacement Rate
for such Zurich Banking Day, giving effect to the SARON
Recommended Adjustment Spread, if any, published on such
Zurich Banking Day; or
(2) if there is no SARON Recommended Replacement Rate
within one Zurich Banking Day of the SARON Index
0077961-0000563 SYO1: 2005411343.11 85
Cessation Effective Date, the SNB Policy Rate for such Zurich
Banking Day, giving effect to the SNB Adjustment Spread, if
any.
Notwithstanding the above, if the SNB Policy Rate for any Zurich Banking
Day with respect to which SARON is to be determined pursuant to sub-
paragraph (iii)(2) has not been published on such Zurich Banking Day, then in
respect of the Interest Accrual Period relating to the SARON Observation
Period in which such Zurich Banking Day (such Interest Accrual Period, the
Affected Interest Accrual Period), Compounded Daily SARON will mean
(x) the Alternative Rate (giving effect to any Adjustment Spread) determined
in accordance with Condition 4.2(c) or (y) if no such Alternative Rate has been
so determined at least five Business Days prior to the Interest Determination
Date for such Affected Interest Accrual Period, the Rate of Interest applicable
to the Affected Interest Accrual Period shall be the Rate of Interest determined
as at the Interest Determination Date in respect of the last preceding Interest
Accrual Period (though substituting, where a different Margin is to be applied
to the Affected Interest Period from that which applied to the last preceding
Interest Accrual Period, the Margin relating to the Affected Interest Period, in
place of the Margin relating to that last preceding Interest Period);
SARON Administrator means SIX Index Ltd (including any successor
thereto) or any successor administrator of the Swiss Average Rate Overnight;
SARON Administrator Website means the website of the SIX Group, or any
successor website or other source on which the Swiss Average Rate Overnight
is published by or on behalf of the SARON Administrator;
SARON Index Cessation Effective Date means the earliest of:
(i) in the case of the occurrence of a SARON Index Cessation Event
described in sub-paragraph (i) of the definition thereof, the date on
which the SARON Administrator ceases to provide the Swiss Average
Rate Overnight;
(ii) in the case of the occurrence of a SARON Index Cessation Event
described in sub-paragraph (ii)(x) of the definition thereof, the latest
of:
(x) the date of such statement or publication;
(y) the date, if any, specified in such statement or publication as
the date on which the Swiss Average Rate Overnight will no
longer be representative; and
(z) if a SARON Index Cessation Event described in sub-
paragraph (ii)(y) of the definition thereof has occurred on or
prior to either or both dates specified in sub-paragraphs (x)
and (y) of this sub-paragraph (ii), the date as of which the
Swiss Average Rate Overnight may no longer be used; and
in the case of the occurrence of a SARON Index Cessation Event described in
sub-paragraph (ii)(y) of the definition thereof, the date as of which the Swiss
Average Rate Overnight may no longer be used;
0077961-0000563 SYO1: 2005411343.11 86
SARON Index Cessation Event means the occurrence of one or more of the
following events:
(i) a public statement or publication of information by or on behalf of the
SARON Administrator, or by any competent authority, announcing or
confirming that the SARON Administrator has ceased or will cease to
provide the Swiss Average Rate Overnight permanently or
indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the
Swiss Average Rate Overnight; or
(ii) a public statement or publication of information by the SARON
Administrator or any competent authority announcing that (x) the
Swiss Average Rate Overnight is no longer representative or will as of
a certain date no longer be representative, or (y) the Swiss Average
Rate Overnight may no longer be used after a certain date, which
statement, in the case of sub-paragraph (y), is applicable to (but not
necessarily limited to) fixed income securities and derivatives;
SARON Observation Period means, in respect of an Interest Accrual Period,
the period from (and including) the date falling five Zurich Banking Days prior
to the first day of such Interest Accrual Period to (but excluding) the date
falling five Zurich Banking Days prior to (I) the Interest Payment Date for such
Interest Accrual Period or (II) if applicable, the relevant payment date if the
Notes become due and payable on a date other than an Interest Payment Date;
SARON Recommended Adjustment Spread means, with respect to any
SARON Recommended Replacement Rate, the spread (which may be positive,
negative or zero), or formula or methodology for calculating such a spread:
(i) that the SARON Recommending Body has recommended be applied
to such SARON Recommended Replacement Rate in the case of fixed
income securities with respect to which such SARON Recommended
Replacement Rate has replaced the Swiss Average Rate Overnight as
the reference rate for purposes of determining the applicable rate of
interest thereon;
(ii) if the SARON Recommending Body has not recommended such a
spread, formula or methodology as described in sub-paragraph (i)
above, to be applied to such SARON Recommended Replacement
Rate in order to reduce or eliminate, to the extent reasonably
practicable under the circumstances, any economic prejudice or
benefit (as applicable) to Noteholders as a result of the replacement of
the Swiss Average Rate Overnight with such SARON Recommended
Replacement Rate for purposes of determining SARON, which spread
will be determined by the Calculation Agent, acting in good faith and
a commercially reasonable manner, and be consistent with industry-
accepted practices for fixed income securities with respect to which
such SARON Recommended Replacement Rate has replaced the
Swiss Average Rate Overnight as the reference rate for purposes of
determining the applicable rate of interest thereon;
SARON Recommended Replacement Rate means the rate that has been
recommended as the replacement for the Swiss Average Rate Overnight by any
0077961-0000563 SYO1: 2005411343.11 87
working group or committee in Switzerland organised in the same or a similar
manner as the National Working Group on Swiss Franc Reference Rates that
was founded in 2013 for purposes of, among other things, considering
proposals to reform reference interest rates in Switzerland (any such working
group or committee, the SARON Recommending Body);
SARON Specified Time means, in respect of any Zurich Banking Day, close
of trading on the trading platform of SIX Repo Ltd (or any successor thereto)
on such Zurich Banking Day, which is expected to be on or around 6 p.m.
(Zurich time);
SNB Adjustment Spread means, with respect to the SNB Policy Rate, the
spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to
the extent reasonably practicable under the circumstances, any economic
prejudice or benefit (as applicable) to Noteholders as a result of the
replacement of the Swiss Average Rate Overnight with the SNB Policy Rate
for purposes of determining SARON, which spread will be determined by the
Principal Paying Agent or the Calculation Agent, as applicable, acting in good
faith and a commercially reasonable manner, taking into account the historical
median between the Swiss Average Rate Overnight and the SNB Policy Rate
during the two year period ending on the date on which the SARON Index
Cessation Event occurred (or, if more than one SARON Index Cessation Event
has occurred, the date on which the first of such events occurred);
SNB Policy Rate means, with respect to any Zurich Banking Day, the policy
rate of the Swiss National Bank for such Zurich Banking Day; and
Zurich Banking Day means a day on which banks are open in the City of
Zurich for the settlement of payments and of foreign exchange transactions.
(xi) Interest Accrual Period
As used herein, an Interest Accrual Period means (i) each Interest Period and (ii) any
other period (if any) in respect of which interest is to be calculated, being the period
from (and including) the first day of such period to (but excluding) the day on which
the relevant payment of interest falls due (which, if the relevant Series of Notes
becomes due and payable in accordance with Condition 9, shall be the date on which
such Notes become due and payable).
(c) Benchmark Discontinuation
This Condition 4.2(c) shall apply to each issue of Floating Rate Notes.
Notwithstanding the provisions in Condition 4.2(b) above, if (x) except where the Reference
Rate is specified in the applicable Pricing Supplement as being Compounded Daily SARON,
the Issuer (acting in good faith and in a commercially reasonable manner) determines that a
Benchmark Event has occurred in relation to an Original Reference Rate when any Rate of
Interest (or any component part thereof) remains to be determined by reference to that Original
Reference Rate; or (y) where the Reference Rate is specified in the applicable Pricing
Supplement as being Compounded Daily SARON and the conditions set out in the last
paragraph of the definition of “SARON” have been satisfied, then the following provisions of
this Condition 4.2(c) shall apply.
0077961-0000563 SYO1: 2005411343.11 88
(i) Successor Rate or Alternative Rate
If there is a Successor Rate, then the Issuer shall, prior to the date which is five Business
Days prior to the relevant Interest Determination Date, notify the Principal Paying
Agent or the Calculation Agent, as applicable, and, in accordance with Condition 13,
the Noteholders of such Successor Rate. Such Successor Rate shall (subject to
adjustment as provided in Condition 4.2(c)(ii)) subsequently be used by the Principal
Paying Agent or the Calculation Agent, as applicable, in place of the Original
Reference Rate to determine the relevant Rate(s) of Interest (or the relevant component
part(s) thereof) for all relevant future payments of interest on the Notes (subject to the
further operation of this Condition 4.2(c)). Where the Reference Rate is specified in
the applicable Pricing Supplement as being Compounded Daily SARON, this sub-
paragraph shall not apply for the purposes of this Condition 4.2(c) and the sub-
paragraph below applies instead.
If there is no Successor Rate but the Issuer, acting in good faith, in a commercially
reasonable manner and by reference to such sources as it deems appropriate, which
may include consultation with an Independent Adviser, determines that there is an
Alternative Rate, then the Issuer shall, prior to the date which is five Business Days
prior to the relevant Interest Determination Date, notify the Principal Paying Agent or
the Calculation Agent, as applicable, and, in accordance with Condition 13, the
Noteholders of such Alternative Rate. Such Alternative Rate shall (subject to
adjustment as provided in Condition 4.2(c)(ii)) subsequently be used in place of the
Original Reference Rate to determine the relevant Rate(s) of Interest (or the relevant
component part(s) thereof) for all relevant future payments of interest on the Notes
(subject to the further operation of this Condition 4.2(c)).
(ii) Adjustment Spread
If, in the case of a Successor Rate, an Adjustment Spread is formally recommended, or
formally provided as an option for parties to adopt, in relation to the replacement of the
Original Reference Rate with the Successor Rate by any Relevant Nominating Body,
then the Issuer shall, prior to the date which is five Business Days prior to the relevant
Interest Determination Date, notify the Principal Paying Agent or the Calculation
Agent, as applicable, and, in accordance with Condition 13, the Noteholders of such
Adjustment Spread and the Principal Paying Agent or the Calculation Agent, as
applicable, shall apply such Adjustment Spread to the Successor Rate for each
subsequent determination of a relevant Rate of Interest (or a component part thereof)
by reference to such Successor Rate.
If, in the case of a Successor Rate where no such Adjustment Spread is formally
recommended or provided as an option by any Relevant Nominating Body, or in the
case of an Alternative Rate, the Issuer, acting in good faith, in a commercially
reasonable manner and following consultation with an Independent Adviser,
determines that there is an Adjustment Spread in customary market usage in the
international debt capital markets for transactions which reference the Original
Reference Rate, where such rate has been replaced by the Successor Rate or the
Alternative Rate (as the case may be), then the Issuer shall, prior to the date which is
five Business Days prior to the relevant Interest Determination Date, notify the
Principal Paying Agent or the Calculation Agent, as applicable, and, in accordance with
Condition 13, the Noteholders of such Adjustment Spread and the Principal Paying
Agent or the Calculation Agent, as applicable, shall apply such Adjustment Spread to
the Successor Rate or the Alternative Rate (as the case may be) for each subsequent
0077961-0000563 SYO1: 2005411343.11 89
determination of a relevant Rate of Interest (or a component part thereof) by reference
to such Successor Rate or Alternative Rate (as applicable).
If no such recommendation or option has been made (or made available) by any
Relevant Nominating Body, or the Issuer so determines that there is no such
Adjustment Spread in customary market usage in the international debt capital markets
and the Issuer further determines, acting in good faith, in a commercially reasonable
manner and following consultation with an Independent Adviser, that an Adjustment
Spread is required to be applied to the Successor Rate or the Alternative Rate (as the
case may be), then the Adjustment Spread shall be:
(A) the Adjustment Spread determined by the Issuer, acting in good faith, in a
commercially reasonable manner and following consultation with an
Independent Adviser, as being the Adjustment Spread recognised or
acknowledged as being the industry standard for over-the-counter derivative
transactions which reference the Original Reference Rate, where such rate has
been replaced by the Successor Rate or the Alternative Rate (as the case may
be); or
(B) if there is no such industry standard recognised or acknowledged, such
Adjustment Spread as the Issuer, acting in good faith, in a commercially
reasonable manner and following consultation with an Independent Adviser,
determines to be appropriate, having regard to the objective, so far as is
reasonably practicable in the circumstances, of reducing or eliminating any
economic prejudice or benefit (as the case may be) to Noteholders as a result
of the replacement of the Original Reference Rate with the Successor Rate or
the Alternative Rate (as the case may be).
Following any such determination of the Adjustment Spread, the Issuer shall, prior to
the date which is five Business Days prior to the relevant Interest Determination Date,
notify the Principal Paying Agent or the Calculation Agent, as applicable, and, in
accordance with Condition 13, the Noteholders of such Adjustment Spread and the
Principal Paying Agent or the Calculation Agent, as applicable, shall apply such
Adjustment Spread to the Successor Rate or the Alternative Rate (as the case may be)
for each subsequent determination of a relevant Rate of Interest (or a component part
thereof) by reference to such Successor Rate or Alternative Rate (as applicable).
(iii) Benchmark Amendments
If any Successor Rate, Alternative Rate or Adjustment Spread is determined in
accordance with this Condition 4.2(c) and the Issuer, acting in good faith, in a
commercially reasonable manner and by reference to such sources as it deems
appropriate, which may include consultation with an Independent Adviser, determines
in its discretion (A) that amendments to these Conditions and/or the Agency Agreement
are necessary to ensure the proper operation (having regard to prevailing market
practice, if any) of such Successor Rate, Alternative Rate and/or Adjustment Spread
(such amendments, the Benchmark Amendments) and (B) the terms of the
Benchmark Amendments, then the Issuer and the Principal Paying Agent and/or the
Calculation Agent, as applicable, shall agree without any requirement for the consent
or approval of Noteholders to the necessary modifications to these Conditions and/or
the Agency Agreement to give effect to such Benchmark Amendments with effect from
the date specified in such notice, subject to the Issuer having to give notice thereof to
the Noteholders in accordance with Condition 13 and any Benchmark Amendments not
increasing the obligations or duties, or decreasing the rights or protections, of the
0077961-0000563 SYO1: 2005411343.11 90
Principal Paying Agent or the Calculation Agent, as applicable, in these Conditions
and/or the Agency Agreement unless agreed between the Issuer and the Principal
Paying Agent or the Calculation Agent, as applicable.
Notwithstanding any other provision of this Condition 4, if in the Principal Paying
Agent’s or Calculation Agent’s opinion, as applicable, there is any uncertainty between
two or more alternative courses of action in making any determination or calculation
under this Condition 4, the Principal Paying Agent or Calculation Agent, as applicable,
shall promptly notify the Issuer thereof and the Issuer shall direct the Principal Paying
Agent or Calculation Agent, as applicable, in writing as to which alternative course of
action to adopt. If the Principal Paying Agent or Calculation Agent, as applicable, is
not promptly provided with such direction, or is otherwise unable to make such
calculation or determination for any reason, it shall notify the Issuer thereof and the
Principal Paying Agent or Calculation Agent, as applicable, shall be under no
obligation to make such calculation or determination and shall not incur any liability
for not doing so.
In connection with any such modifications in accordance with this Condition 4.2(c)(iii),
if and for so long as the Notes are admitted to trading and listed on the official list of a
stock exchange, the Issuer shall comply with the rules of that stock exchange.
Any Benchmark Amendments determined under this Condition 4.2(c)(iii) shall be
notified promptly by the Issuer to the Principal Paying Agent or the Calculation Agent,
as applicable, and, in accordance with Condition 13, the Noteholders. Such notice shall
be irrevocable and shall specify the effective date of such Benchmark Amendments.
(iv) Independent Adviser
In the event the Issuer is to consult with an Independent Adviser in connection with
any determination to be made by the Issuer pursuant to this Condition 4.2(c), the Issuer
shall use its reasonable endeavours to appoint an Independent Adviser, as soon as
reasonably practicable, for the purposes of any such consultation.
If, notwithstanding the Issuer’s reasonable endeavours, the Issuer is unable to appoint
and consult with an Independent Adviser in accordance with the foregoing paragraph,
the Issuer shall nevertheless be entitled, acting in good faith and in a commercially
reasonable manner, to make any and all determinations expressed to be made by the
Issuer pursuant to this Condition 4.2(c), notwithstanding that such determinations are
not made following consultation with an Independent Adviser. If, however, the Issuer
is unable to determine a Successor Rate or an Alternative Rate and (in either case) the
applicable Adjustment Spread and any Benchmark Amendments in accordance with
this Condition 4.2(c), the relevant fallback provisions set out under Condition 4.2(b)
shall apply.
An Independent Adviser appointed pursuant to this Condition 4.2(c) shall act in good
faith and in a commercially reasonable manner and (in the absence of fraud or wilful
default) shall have no liability whatsoever to the Issuer or the Noteholders for any
determination made by it or for any advice given to the Issuer in connection with any
determination made by the Issuer pursuant to this Condition 4.2(c) or otherwise in
connection with the Notes.
If the Issuer consults with an Independent Adviser as to whether there is an Alternative
Rate and/or any Adjustment Spread is required to be applied and/or in relation to the
quantum of, or any formula or methodology for determining such Adjustment Spread
0077961-0000563 SYO1: 2005411343.11 91
and/or whether any Benchmark Amendments are necessary and/or in relation to the
terms of any such Benchmark Amendments, a written determination of that
Independent Adviser in respect thereof shall be conclusive and binding on all parties,
save in the case of manifest error, and (in the absence of fraud or wilful default) the
Issuer shall have no liability whatsoever to the Noteholders in respect of anything done,
or omitted to be done, in relation to that matter in accordance with any such written
determination.
No Independent Adviser appointed in connection with the Notes (acting in such
capacity), shall have any relationship of agency or trust with the Noteholders.
(v) Survival of Original Reference Rate Provisions
Without prejudice to the obligations of the Issuer under this Condition 4.2(c), the
Original Reference Rate and the fallback provisions provided for in Condition 4.2(b)
and the applicable Pricing Supplement, as the case may be, will continue to apply
unless and until the Issuer has determined the Successor Rate or the Alternative Rate
(as the case may be), and any Adjustment Spread and Benchmark Amendments, in
accordance with the relevant provisions of this Condition 4.2(c).
(vi) Definitions
For the purposes of this Condition 4.2(c):
Adjustment Spread means either a spread, or the formula or methodology for
calculating a spread and the spread resulting from such calculation, which spread may
in either case be positive, negative or zero and is to be applied to the Successor Rate or
the Alternative Rate (as the case may be) where the Original Reference Rate is replaced
with the Successor Rate or the Alternative Rate (as the case may be);
Alternative Rate means an alternative benchmark or screen rate which the Issuer
determines in accordance with this Condition 4.2(c) is used in place of the Original
Reference Rate in customary market usage in the international debt capital markets for
the purposes of determining rates of interest (or the relevant component part thereof)
for a commensurate interest period and in the same Specified Currency as the Notes;
Benchmark Event means the earlier to occur of:
(A) the Original Reference Rate ceasing to be published for at least five Business
Days or ceasing to exist or be administered;
(B) the later of (i) the making of a public statement by the administrator of the
Original Reference Rate that it will, by a specified date, cease publishing the
Original Reference Rate permanently or indefinitely (in circumstances where
no successor administrator has been appointed that will continue publication
of the Original Reference Rate) and (ii) the date falling six months prior to such
specified date;
(C) the making of a public statement by the supervisor of the administrator of the
Original Reference Rate that the Original Reference Rate has been
permanently or indefinitely discontinued, is prohibited from being used or is
no longer representative, or that its use is subject to restrictions or adverse
consequences or, where such discontinuation, prohibition, restrictions or
adverse consequences are to apply from a specified date after the making of
0077961-0000563 SYO1: 2005411343.11 92
any public statement to such effect, the later of the date of the making of such
public statement and the date falling six months prior to such specified date;
and
(D) it has or will prior to the next Interest Determination Date become unlawful for
the Calculation Agent, any Paying Agent or the Issuer to determine any Rate
of Interest and/or calculate any Interest Amount using the Original Reference
Rate;
Independent Adviser means an independent financial institution of international
repute or other independent adviser of recognised standing with appropriate expertise
appointed by the Issuer at its own expense;
Original Reference Rate means the benchmark or screen rate (as applicable)
originally specified in the applicable Pricing Supplement for the purposes of
determining the relevant Rate of Interest (or any component part thereof) in respect of
the Notes (provided that if such originally specified Reference Rate (or any Successor
Rate or Alternative Rate which has replaced it) has been replaced by a (or a further)
Successor Rate or Alternative Rate, in the case of any subsequent operation of this
Condition 4.2(c) in respect of such Successor Rate or Alternative Rate, the term
“Original Reference Rate” shall include any such Successor Rate or Alternative Rate);
Relevant Nominating Body means, in respect of a benchmark or screen rate (as
applicable):
(A) the central bank for the currency to which the benchmark or screen rate (as
applicable) relates, or any central bank or other supervisory authority which is
responsible for supervising the administrator of the benchmark or screen rate
(as applicable); or
(B) any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (i) the central bank for the currency to which the
benchmark or screen rate (as applicable) relates, (ii) any central bank or other
supervisory authority which is responsible for supervising the administrator of
the benchmark or screen rate (as applicable), (iii) a group of the
aforementioned central banks or other supervisory authorities, or (iv) the
Financial Stability Board or any part thereof; and
(C) Successor Rate means a successor to or replacement of the Original Reference
Rate which is formally recommended by any Relevant Nominating Body.
(d) Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest
Period, then, in the event that the Rate of Interest in respect of such Interest Period determined
in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of
Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.
If the applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest
Period, then, in the event that the Rate of Interest in respect of such Interest Period determined
in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate
of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.
0077961-0000563 SYO1: 2005411343.11 93
(e) Determination of Rate of Interest and calculation of Interest Amounts
The Principal Paying Agent or the Calculation Agent, as applicable, will at or as soon as
practicable after each time at which the Rate of Interest is to be determined, determine the Rate
of Interest for the relevant Interest Period.
The Principal Paying Agent or the Calculation Agent, as applicable, will calculate the amount
of interest (the Interest Amount) payable on the Floating Rate Notes for the relevant Interest
Period by applying the Rate of Interest to:
(i) in the case of Floating Rate Notes which are (i) represented by a Global Note or (ii)
Registered Notes in definitive form, the aggregate outstanding nominal amount of (A)
the Notes represented by such Global Note or (B) such Registered Notes; or
(ii) in the case of Floating Rate Notes which are Bearer Notes in definitive form, the
Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding
the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such
sub-unit being rounded upwards or otherwise in accordance with applicable market convention.
Where the Specified Denomination of a Floating Rate Note which is a Bearer Note in definitive
form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such
Note shall be the product of the amount (determined in the manner provided above) for the
Calculation Amount and the amount by which the Calculation Amount is multiplied to reach
the Specified Denomination without any further rounding.
Day Count Fraction means, in respect of the calculation of an amount of interest in accordance
with this Condition 4.2:
(i) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Pricing
Supplement, the actual number of days in the Interest Period divided by 365 (or, if any
portion of that Interest Period falls in a leap year, the sum of (I) the actual number of
days in that portion of the Interest Period falling in a leap year divided by 366 and (II)
the actual number of days in that portion of the Interest Period falling in a non-leap
year divided by 365);
(ii) if “Actual/365 (Fixed)” is specified in the applicable Pricing Supplement, the actual
number of days in the Interest Period divided by 365;
(iii) if “Actual/365 (Sterling)” is specified in the applicable Pricing Supplement, the actual
number of days in the Interest Period divided by 365 or, in the case of an Interest
Payment Date falling in a leap year, 366;
(iv) if “Actual/360” is specified in the applicable Pricing Supplement, the actual number of
days in the Interest Period divided by 360;
(v) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Pricing
Supplement, the number of days in the Interest Period divided by 360, calculated on a
formula basis as follows:
Day Count Fraction =
[
360 푥
(
푌
2−
푌
1
)]
+
[
360푥
(
푀
2−
푀
1
)]
+
(
퐷
2−
퐷
1
)
360
where:
0077961-0000563 SYO1: 2005411343.11 94
Y
1
is the year, expressed as a number, in which the first day of the Interest Period falls;
Y
2
is the year, expressed as a number, in which the day immediately following the last
day of the Interest Period falls;
M
1
is the calendar month, expressed as a number, in which the first day of the Interest
Period falls;
M
2
is the calendar month, expressed as a number, in which the day immediately
following the last day of the Interest Period falls;
D
1
is the first calendar day, expressed as a number, of the Interest Period, unless such
number is 31, in which case D1 will be 30; and
D
2
is the calendar day, expressed as a number, immediately following the last day
included in the Interest Period, unless such number would be 31 and D1 is greater than
29, in which case D2 will be 30;
(vi) if “30E/360” or “Eurobond Basis” is specified in the applicable Pricing Supplement,
the number of days in the Interest Period divided by 360, calculated on a formula basis
as follows:
Day Count Fraction =
[
360 푥
(
푌
2−
푌
1
)]
+
[
360푥
(
푀
2−
푀
1
)]
+
(
퐷
2−
퐷
1
)
360
where:
Y
1
is the year, expressed as a number, in which the first day of the Interest Period falls;
Y
2
is the year, expressed as a number, in which the day immediately following the last
day of the Interest Period falls;
M
1
is the calendar month, expressed as a number, in which the first day of the Interest
Period falls;
M
2
is the calendar month, expressed as a number, in which the day immediately
following the last day of the Interest Period falls;
D
1
is the first calendar day, expressed as a number, of the Interest Period, unless such
number would be 31, in which case D1 will be 30; and
D
2
is the calendar day, expressed as a number, immediately following the last day
included in the Interest Period, unless such number would be 31, in which case D2 will
be 30;
(vii) if “30E/360 (ISDA)” is specified in the applicable Pricing Supplement, the number of
days in the Interest Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
[
360 푥
(
푌
2−
푌
1
)]
+
[
360푥
(
푀
2−
푀
1
)]
+
(
퐷
2−
퐷
1
)
360
where:
Y
1
is the year, expressed as a number, in which the first day of the Interest Period falls;
0077961-0000563 SYO1: 2005411343.11 95
Y
2
is the year, expressed as a number, in which the day immediately following the last
day of the Interest Period falls;
M
1
is the calendar month, expressed as a number, in which the first day of the Interest
Period falls;
M
2
is the calendar month, expressed as a number, in which the day immediately
following the last day of the Interest Period falls;
D
1
is the first calendar day, expressed as a number, of the Interest Period, unless (i) that
day is the last day of February or (ii) such number would be 31, in which case D1 will
be 30; and
D
2
is the calendar day, expressed as a number, immediately following the last day
included in the Interest Period, unless (i) that day is the last day of February but not the
Maturity Date or (ii) such number would be 31, in which case D2 will be 30.
(f) Linear Interpolation
Where Linear Interpolation is specified as applicable in respect of an Interest Period in the
applicable Pricing Supplement, the Rate of Interest for such Interest Period shall be calculated
by the Principal Paying Agent or the Calculation Agent, as applicable, by straight line linear
interpolation by reference to two rates based on the relevant Reference Rate, one of which shall
be determined as if the Designated Maturity were the period of time for which rates are
available next shorter than the length of the relevant Interest Period and the other of which shall
be determined as if the Designated Maturity were the period of time for which rates are
available next longer than the length of the relevant Interest Period provided however that if
there is no rate available for a period of time next shorter or, as the case may be, next longer,
then the Principal Paying Agent or the Calculation Agent, as applicable, shall determine such
rate at such time and by reference to such sources as it determines appropriate.
Designated Maturity means the period of time designated in the Reference Rate.
(g) Notification of Rate of Interest and Interest Amounts
Except where the applicable Pricing Supplement specifies “Overnight Rate” to be
“Applicable”, the Principal Paying Agent or the Calculation Agent, as applicable, will cause
the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest
Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating
Rate Notes are for the time being listed and notice thereof to be published in accordance with
Condition 13 as soon as possible after their determination but in no event later than the fourth
London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified
may subsequently be amended (or appropriate alternative arrangements made by way of
adjustment) without prior notice in the event of an extension or shortening of the Interest Period.
Any such amendment will promptly be notified to each stock exchange on which the relevant
Floating Rate Notes are for the time being listed and to the Noteholders in accordance with
Condition 13. For the purposes of this paragraph, the expression London Business Day means
a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are
open for general business in London.
Where the applicable Pricing Supplement specifies “Overnight Rate” to be “Applicable”, the
Principal Paying Agent or the Calculation Agent, as applicable, will cause the Rate of Interest
and each Interest Amount for each Interest Accrual Period and the relevant Interest Payment
Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate
0077961-0000563 SYO1: 2005411343.11 96
Notes are for the time being listed and notice thereof to be published in accordance with
Condition 13 as soon as possible after their determination but in no event later than the second
Business Day thereafter. Each Rate of Interest, Interest Amount and Interest Payment Date so
notified may subsequently be amended (or appropriate alternative arrangements made by way
of adjustment) without prior notice in the event of an extension or shortening of the relevant
Interest Accrual Period. Any such amendment or alternative arrangements will promptly be
notified to each stock exchange on which the relevant Floating Rate Notes are for the time being
listed and to the Noteholders in accordance with Condition 13.
(h) Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and
decisions given, expressed, made or obtained for the purposes of the provisions of this
Condition 4.2 by the Principal Paying Agent or the Calculation Agent, as applicable, shall (in
the absence of wilful default, bad faith or manifest error) be binding on the Issuer the Principal
Paying Agent, the other Agents and all Noteholders and Couponholders and (in the absence of
wilful default or bad faith) no liability to the Issuer, the Noteholders or the Couponholders shall
attach to the Principal Paying Agent or the Calculation Agent, as applicable, in connection with
the exercise or non exercise by it of its powers, duties and discretions pursuant to such
provisions.
4.3 Other Notes
The rate or amount of interest payable in respect of Notes which are not also Fixed Rate Notes
or Floating Rate Notes shall be determined in the manner specified in the applicable Pricing
Supplement, and provided further that the Calculation Agent will notify the Agent of the Rate
of Interest for the relevant Interest Period as soon as practicable after calculating the same.
4.4 Accrual of interest
Each Note (or in the case of the redemption of part only of a Note, that part only of such Note)
will cease to bear interest (if any) from the date for its redemption unless payment of principal
is improperly withheld or refused. In such event, interest will continue to accrue until
whichever is the earlier of:
(a) the date on which all amounts due in respect of such Note have been paid; and
(b) five days after the date on which the full amount of the moneys payable in respect of
such Note has been received by the Principal Paying Agent or the Registrar, as the case
may be, and notice to that effect has been given to the Noteholders in accordance with
Condition 13.
5. PAYMENTS
5.1 Method of payment
Subject as provided below:
(a) payments in a Specified Currency other than euro will be made by credit or transfer to
an account in the relevant Specified Currency maintained by the payee with a bank in
the principal financial centre of the country of such Specified Currency (which, if the
Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and
Auckland, respectively); and
0077961-0000563 SYO1: 2005411343.11 97
(b) payments will be made in euro by credit or transfer to a euro account (or any other
account to which euro may be credited or transferred) specified by the payee.
Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable
thereto in the place of payment or other laws and regulations to which the Issuer is subject, but
without prejudice to the provisions of Condition 7 and (ii) any withholding or deduction
required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue
Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the
Code, any regulations or agreements thereunder, any official interpretations thereof, or any law
implementing an intergovernmental approach thereto.
5.2 Presentation of definitive Bearer Notes and Coupons
Payments of principal in respect of definitive Bearer Notes will (subject as provided below) be
made in the manner provided in Condition 5.1 above only against presentation and surrender
(or, in the case of part payment of any sum due, endorsement) of definitive Bearer Notes, and
payments of interest in respect of definitive Bearer Notes will (subject as provided below) be
made as aforesaid only against presentation and surrender (or, in the case of part payment of
any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent
outside the United States (which expression, as used herein, means the United States of America
(including the States and the District of Columbia and its possessions)).
Fixed Rate Notes in definitive bearer form (other than Long Maturity Notes (as defined below))
should be presented for payment together with all unmatured Coupons appertaining thereto
(which expression shall for this purpose include Coupons falling to be issued on exchange of
matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case
of payment not being made in full, the same proportion of the amount of such missing
unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due
for payment. Each amount of principal so deducted will be paid in the manner mentioned above
against surrender of the relative missing Coupon at any time before the expiry of 10 years after
the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such
Coupon would otherwise have become void under Condition 8) or, if later, five years from the
date on which such Coupon would otherwise have become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its
Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no
further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer
form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto
(whether or not attached) shall become void and no payment or, as the case may be, exchange
for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate
Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount
on issue is less than the aggregate interest payable thereon provided that such Note shall cease
to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of
interest remaining to be paid after that date is less than the nominal amount of such Note.
If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date,
interest (if any) accrued in respect of such Note from (and including) the preceding Interest
Payment Date or, as the case may be, the Interest Commencement Date shall be payable only
against surrender of the relevant definitive Bearer Note.
0077961-0000563 SYO1: 2005411343.11 98
5.3 Payments in respect of Bearer Global Notes
Payments of principal and interest (if any) in respect of Notes represented by any Global Note
in bearer form will (subject as provided below) be made in the manner specified above in
relation to definitive Bearer Notes or otherwise in the manner specified in the relevant Global
Note against presentation or surrender, as the case may be, of such Global Note at the specified
office of any Paying Agent outside the United States. A record of each payment made,
distinguishing between any payment of principal and any payment of interest, will be made on
such Global Note by the Paying Agent to which it was presented.
5.4 Payments in respect of Registered Notes
Payments of principal (other than instalments of principal prior to the final instalment) in
respect of each Registered Note (whether or not in global form) will be made against
presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the
Registered Note at the specified office of the Registrar or any of the Paying Agents. Such
payments will be made by transfer to the Designated Account (as defined below) of the holder
(or the first named of joint holders) of the Registered Note appearing in the register of holders
of the Registered Notes maintained by the Registrar (the Register) (i) where in global form, at
the close of the business day (being for this purpose a day on which Euroclear and Clearstream
are open for business) before the relevant due date, and (ii) where in definitive form, at the
close of business on the third business day (being for this purpose a day on which banks are
open for business in the city where the specified office of the Registrar is located) before the
relevant due date. For these purposes, Designated Account means the account (which, in the
case of a payment in Japanese yen to a non resident of Japan, shall be a non resident account)
maintained by a holder with a Designated Bank and identified as such in the Register and
Designated Bank means (in the case of payment in a Specified Currency other than euro) a
bank in the principal financial centre of the country of such Specified Currency (which, if the
Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and
Auckland, respectively) and (in the case of a payment in euro) any bank which processes
payments in euro.
Payments of interest and payments of instalments of principal (other than the final instalment)
in respect of each Registered Note (whether or not in global form) will be made by transfer on
the due date to the Designated Account of the holder (or the first named of joint holders) of the
Registered Note appearing in the Register (i) where in global form, at the close of the business
day (being for this purpose a day on which Euroclear and Clearstream are open for business)
before the relevant due date, and (ii) where in definitive form, at the close of business on the
fifteenth day (whether or not such fifteenth day is a business day) before the relevant due date
(the Record Date). Payment of the interest due in respect of each Registered Note on
redemption and the final instalment of principal will be made in the same manner as payment
of the principal amount of such Registered Note.
No commissions or expenses shall be charged to the holders by the Registrar in respect of any
payments of principal or interest in respect of Registered Notes.
None of the Issuer or the Agents will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership interests in the
Registered Global Notes or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
0077961-0000563 SYO1: 2005411343.11 99
5.5 General provisions applicable to payments
The holder of a Global Note shall be the only person entitled to receive payments in respect of
Notes represented by such Global Note and the Issuer will be discharged by payment to, or to
the order of, the holder of such Global Note in respect of each amount so paid. Each of the
persons shown in the records of Euroclear or Clearstream as the beneficial holder of a particular
nominal amount of Notes represented by such Global Note must look solely to Euroclear or
Clearstream, as the case may be, for their share of each payment so made by the Issuer, or to
the order of, the holder of such Global Note.
Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or
interest in respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar payments of
principal and/or interest in respect of such Notes will be made at the specified office of a Paying
Agent in the United States if:
(a) the Issuer has appointed Paying Agents with specified offices outside the United States
with the reasonable expectation that such Paying Agents would be able to make
payment in U.S. dollars at such specified offices outside the United States of the full
amount of principal and interest on the Bearer Notes in the manner provided above
when due;
(b) payment of the full amount of such principal and interest at all such specified offices
outside the United States is illegal or effectively precluded by exchange controls or
other similar restrictions on the full payment or receipt of principal and interest in U.S.
dollars; and
(c) such payment is then permitted under United States law without involving, in the
opinion of the Issuer, adverse tax consequences to the Issuer.
5.6 Payment Day
If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day,
the holder thereof shall not be entitled to payment until the next following Payment Day in the
relevant place and shall not be entitled to further interest or other payment in respect of such
delay. For these purposes, Payment Day means any day which (subject to Condition 8) is:
(a) a day on which commercial banks and foreign exchange markets settle payments and
are open for general business (including dealing in foreign exchange and foreign
currency deposits):
(i) in the case of Notes in definitive form only, in the relevant place of
presentation; and
(ii) in each Additional Financial Centre (other than T2) specified in the applicable
Pricing Supplement;
(b) if T2 is specified as an Additional Financial Centre in the applicable Pricing
Supplement, a day on which T2 is open; and
(c) either (1) in relation to any sum payable in a Specified Currency other than euro, a day
on which commercial banks and foreign exchange markets settle payments and are
open for general business (including dealing in foreign exchange and foreign currency
deposits) in the principal financial centre of the country of the relevant Specified
Currency (which if the Specified Currency is Australian dollars or New Zealand dollars
0077961-0000563 SYO1: 2005411343.11 100
shall be Sydney and Auckland, respectively) or (2) in relation to any sum payable in
euro, a day on which T2 is open.
5.7 Interpretation of principal and interest
Any reference in the Conditions to principal in respect of the Notes shall be deemed to include,
as applicable:
(a) any additional amounts which may be payable with respect to principal under
Condition 7;
(b) the Final Redemption Amount of the Notes;
(c) the Early Redemption Amount of the Notes;
(d) the Optional Redemption Amount(s) (if any) of the Notes; and
(e) any premium and any other amounts (other than interest) which may be payable by the
Issuer under or in respect of the Notes.
Any reference in the Conditions to interest in respect of the Notes shall be deemed to include,
as applicable, any additional amounts which may be payable with respect to interest under
Condition 7.
6. REDEMPTION AND PURCHASE
6.1 Redemption at maturity
Unless previously redeemed or purchased and cancelled as specified below, each Note will be
redeemed by the Issuer at its Final Redemption Amount specified in the applicable Pricing
Supplement in the relevant Specified Currency on the Maturity Date specified in the applicable
Pricing Supplement.
6.2 Redemption for tax reasons
Subject to Condition 6.5, the Notes may be redeemed at the option of the Issuer in whole, but
not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment
Date (if this Note is a Floating Rate Note), on giving not less than the minimum period nor
more than the maximum period of notice specified in the applicable Pricing Supplement to the
Principal Paying Agent and, in accordance with Condition 13, the Noteholders (which notice
shall be irrevocable), if:
(a) on the occasion of the next payment due under the Notes, the Issuer:
(i) has or will become obliged to pay additional amounts as provided or referred
to in Condition 7; or
(ii) is or will become liable to pay the approved issuer levy at a rate higher than
the rate of the approved issuer levy as at the date of issue of the Notes under
section 86J of the Stamp and Cheque Duties Act 1971 (NZ), should it elect to
do so in order to reduce the rate of New Zealand non-resident withholding tax
applicable to payments under the Notes to zero per cent.,
in each case, as a result of any change in, or amendment to, the laws or regulations of
a Tax Jurisdiction (as defined in Condition 7) or any change in the application or
0077961-0000563 SYO1: 2005411343.11 101
official interpretation of such laws or regulations, which change or amendment
becomes effective on or after the date on which agreement is reached to issue the first
Tranche of the Notes; and
(b) such obligation cannot be avoided by the Issuer taking reasonable measures available
to it,
provided that no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Issuer would be obliged to pay such additional amounts were a
payment in respect of the Notes then due.
Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall
deliver to the Principal Paying Agent to make available at its specified office to the Noteholders
(i) a certificate signed by two duly authorised officers of the Issuer stating that the Issuer is
entitled to effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer so to redeem have occurred and (ii) an opinion of
independent legal advisers of recognised standing to the effect that the Issuer has or will become
obliged to pay such additional amounts as a result of such change or amendment.
Notes redeemed pursuant to this Condition 6.2 will be redeemed at their Early Redemption
Amount referred to in Condition 6.5 below together (if appropriate) with interest accrued to
(but excluding) the date of redemption.
6.3 Redemption at the option of the Issuer (Issuer Call)
This Condition 6.3 applies to Notes which are subject to redemption prior to the Maturity Date
at the option of the Issuer (other than for taxation reasons), such option being referred to as an
Issuer Call. The applicable Pricing Supplement contains provisions applicable to any Issuer
Call and must be read in conjunction with this Condition 6.3 for full information on any Issuer
Call. In particular, the applicable Pricing Supplement will identify the Optional Redemption
Date(s), the Optional Redemption Amount, any minimum or maximum amount of Notes which
can be redeemed and the applicable notice periods.
If Issuer Call is specified as being applicable in the applicable Pricing Supplement, the Issuer
may, having given not less than the minimum period nor more than the maximum period of
notice specified in the applicable Pricing Supplement to the Noteholders in accordance with
Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption),
redeem all or some only of the Notes then outstanding on any Optional Redemption Date and
at the Optional Redemption Amount(s) specified in the applicable Pricing Supplement together,
if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date.
Any such redemption must be of a nominal amount not less than the Minimum Redemption
Amount and not more than the Maximum Redemption Amount, in each case as may be
specified in the applicable Pricing Supplement.
In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will
(i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by
lot, not more than 30 days prior to the date fixed for redemption and (ii) in the case of Redeemed
Notes represented by a Global Note, be selected in accordance with the rules of Euroclear
and/or Clearstream. In the case of Redeemed Notes represented by definitive Notes, a list of
the serial numbers of such Redeemed Notes will be published in accordance with Condition 13
not less than 15 days prior to the date fixed for redemption.
0077961-0000563 SYO1: 2005411343.11 102
6.4 Redemption at the option of the Noteholders (Investor Put)
This Condition 6.4 applies to Notes which are subject to redemption prior to the Maturity Date
at the option of the Noteholder, such option being referred to as an Investor Put. The
applicable Pricing Supplement contains provisions applicable to any Investor Put and must be
read in conjunction with this Condition 6.4 for full information on any Investor Put. In
particular, the applicable Pricing Supplement will identify the Optional Redemption Date(s),
the Optional Redemption Amount and the applicable notice periods.
If Investor Put is specified as being applicable in the applicable Pricing Supplement, upon the
holder of any Note giving to the Issuer in accordance with Condition 13 not less than the
minimum period nor more than the maximum period of notice specified in the applicable
Pricing Supplement, the Issuer will, upon the expiry of such notice, redeem such Note on the
Optional Redemption Date and at the Optional Redemption Amount together, if appropriate,
with interest accrued to (but excluding) the Optional Redemption Date.
To exercise the right to require redemption of this Note the holder of this Note must, if this
Note is in definitive form and held outside Euroclear and Clearstream, deliver, at the specified
office of any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of
Registered Notes) at any time during normal business hours of such Paying Agent or, as the
case may be, the Registrar falling within the notice period, a duly completed and signed notice
of exercise in the form (for the time being current) obtainable from any specified office of any
Paying Agent or, as the case may be, the Registrar (a Put Notice) and in which the holder must
specify a bank account to which payment is to be made under this Condition and, in the case of
Registered Notes, the nominal amount thereof to be redeemed and, if less than the full nominal
amount of the Registered Notes so surrendered is to be redeemed, an address to which a new
Registered Note in respect of the balance of such Registered Notes is to be sent subject to and
in accordance with the provisions of Condition 2.2. If this Note is in definitive bearer form, the
Put Notice must be accompanied by this Note or evidence satisfactory to the Paying Agent
concerned that this Note will, following delivery of the Put Notice, be held to its order or under
its control.
If this Note is represented by a Global Note or is in definitive form and held through Euroclear
or Clearstream, to exercise the right to require redemption of this Note the holder of this Note
must, within the notice period, give notice to the Principal Paying Agent of such exercise in
accordance with the standard procedures of Euroclear and Clearstream (which may include
notice being given on their instruction by Euroclear, Clearstream or any common depositary
for them to the Principal Paying Agent by electronic means) in a form acceptable to Euroclear
and Clearstream from time to time.
Any Put Notice or other notice given in accordance with the standard procedures of Euroclear
and Clearstream by a holder of any Note pursuant to this Condition 6.4 shall be irrevocable
except where, prior to the due date of redemption, an Event of Default has occurred and is
continuing,in which event such holder, at its option, may elect by notice to the Issuer to
withdraw the notice given pursuant to this Condition 6.4 and instead to declare such Note
forthwith due and payable pursuant to Condition 9.
6.5 Issuer Clean-Up Call
This Condition 6.5 applies to Notes which are subject to redemption prior to the Maturity Date
at the option of the Issuer (other than for taxation reasons), such option being referred to as an
Issuer Clean-Up Call. The applicable Pricing Supplement contains provisions applicable to
any Issuer Clean-Up Call and must be read in conjunction with this Condition 6.5 for full
information on any Issuer Clean-Up Call. In particular, the applicable Pricing Supplement will
0077961-0000563 SYO1: 2005411343.11 103
identify the Residual Redemption Date(s), the Residual Redemption Amount and the applicable
notice periods.
If Issuer Clean-Up Call is specified as being applicable in the applicable Pricing Supplement,
the Issuer may, having given not less than the minimum period nor more than the maximum
period of notice specified in the applicable Pricing Supplement to the Noteholders in
accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed
for redemption and provided that such date is an Interest Payment Date), elect to redeem all,
but not some only, of the Notes then outstanding on any date and at the Residual Redemption
Amount specified in the applicable Pricing Supplement together, if appropriate, with interest
accrued to (but excluding) the relevant date of redemption, if, prior to the date of such notice,
85 per cent. or more of the aggregate nominal amount of the Series issued has been redeemed
or purchased and cancelled.
6.6 Early Redemption Amounts
For the purpose of Condition 6.2 above and Condition 9:
(a) each Note (other than a Zero Coupon Note) will be redeemed at its Early Redemption
Amount (as specified in the applicable Pricing Supplement); and
(b) each Zero Coupon Note will be redeemed at its Early Redemption Amount calculated
in accordance with the following formula:
Early Redemption Amount = RP x (1 + AY)
y
where:
RP means the Reference Price;
AY means the Accrual Yield (as specified in the applicable Pricing Supplement) expressed
as a decimal; and
y is the Day Count Fraction specified in the applicable Pricing Supplement which will
be either (i) 30/360 (in which case the numerator will be equal to the number of days
(calculated on the basis of a 360-day year consisting of 12 months of 30 days each)
from (and including) the Issue Date of the first Tranche of the Notes to (but excluding)
the date fixed for redemption or (as the case may be) the date upon which such Note
becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in
which case the numerator will be equal to the -actual number of days from (and
including) the Issue Date of the first Tranche of the Notes to (but excluding) the date
fixed for redemption or (as the case may be) the date upon which such Note becomes
due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case
the numerator will be equal to the actual number of days from (and including) the Issue
Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption
or (as the case may be) the date upon which such Note becomes due and repayable and
the denominator will be 365).
6.7 Purchases
The Issuer may at any time purchase Notes (provided that, in the case of definitive Bearer
Notes, all unmatured Coupons and Talons appertaining thereto are purchased therewith) at any
price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option
of the Issuer, surrendered to any Paying Agent and/or the Registrar for cancellation.
0077961-0000563 SYO1: 2005411343.11 104
6.8 Cancellation
All Notes which are redeemed will forthwith be cancelled (together with all unmatured
Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All
Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 6.7 above
(together with all unmatured Coupons and Talons cancelled therewith) shall be forwarded to
the Principal Paying Agent and cannot be reissued or resold.
6.9 Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero
Coupon Note pursuant to Conditions 6.1, 6.2, 6.3 or 6.4 above or upon its becoming due and
repayable as provided in Condition 9 is improperly withheld or refused, the amount due and
repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in
Condition 6.6(b) above as though the references therein to the date fixed for the redemption or
the date upon which such Zero Coupon Note becomes due and payable were replaced by
references to the date which is the earlier of:
(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid;
and
(b) five days after the date on which the full amount of the moneys payable in respect of
such Zero Coupon Notes has been received by the Principal Paying Agent or the
Registrar and notice to that effect has been given to the Noteholders in accordance with
Condition 13.
7. TAXATION
7.1 Taxation
All payments of principal and interest in respect of the Notes and Coupons by or on behalf of
the Issuer will be made without withholding or deduction for or on account of any present or
future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax
Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer
will pay such additional amounts as shall be necessary in order that the net amounts received
by the holders of the Notes or Coupons after such withholding or deduction shall equal the
respective amounts of principal and interest which would otherwise have been receivable in
respect of the Notes or Coupons, as the case may be, in the absence of such withholding or
deduction; except that no such additional amounts shall be payable with respect to any Note or
Coupon:
(a) on account of New Zealand resident withholding tax;
(b) presented for payment in a Tax Jurisdiction;
(c) presented for payment more than 30 days after the Relevant Date (as defined below)
except to the extent that the holder thereof would have been entitled to an additional
amount on presenting the same for payment on such thirtieth day assuming that day to
have been a Payment Day (as defined in Condition 5.7);
(d) on account of any tax, assessment or other governmental charge that would not have
been imposed in respect of such Note or Coupon but for the existence of any present
or former connection (other than a connection arising solely from the ownership of
such Notes or Coupons or the receipt of payments in respect of those Notes or Coupons)
0077961-0000563 SYO1: 2005411343.11 105
between the Noteholder (or the beneficial owner for whose benefit such Noteholder
holds such Note) and New Zealand, including that Noteholder or beneficial owner:
(i) being or having been a citizen or resident or treated as a resident of New
Zealand or being or having been engaged in trade or business or present in New
Zealand or having had a fixed establishment (as defined for New Zealand tax
purposes) in New Zealand;
(ii) having an interest in such Note jointly with a resident of New Zealand;
(iii) being associated (as defined for New Zealand tax purposes) with the Issuer, or
a person who otherwise holds a Note as related-party debt (as defined for New
Zealand tax purposes);
(e) on account of any tax, assessment or other governmental charge which would not have
been imposed in respect of such Note or Coupon but for the failure of a beneficial
owner or any holder of such Note or Coupon to comply with any requirement or request
to satisfy certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connections with New Zealand of the
beneficial owner or any holder of the Note that such beneficial owner or holder is
legally able to deliver (including, but not limited to, any documentation requirement
under an applicable tax treaty); or
(f) any combination of the above,
and nor will the Issuer pay any additional amounts to any Noteholders who is a fiduciary or
partnership to the extent that a beneficiary or settlor with respect to that fiduciary or a member
of that partnership or a beneficial owner thereof would not have been entitled to the payment
of those additional amounts had that beneficiary, settlor, member or beneficial owner been the
beneficial owner of those Notes.
Notwithstanding any other provision of these Conditions, in no event will the Issuer be required
to pay any additional amounts in respect of the Notes and Coupons for, or on account of, any
withholding or deduction required pursuant to an agreement described in Section 1471(b) of
the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any
regulations or agreements thereunder, or any official interpretations thereof, or any law
implementing an intergovernmental approach thereto.
As used herein:
(i) Tax Jurisdiction means New Zealand or any political subdivision or any authority
thereof or therein having power to tax or any other jurisdiction or any political
subdivision or any authority thereof or therein having power to tax to which payments
made by the Issuer of principal and interest on the Notes become generally subject; and
(ii) the Relevant Date means the date on which such payment first becomes due, except
that, if the full amount of the moneys payable has not been duly received by the
Principal Paying Agent or the Registrar, as the case may be, on or prior to such due
date, it means the date on which, the full amount of such moneys having been so
received, notice to that effect is duly given to the Noteholders in accordance with
Condition 13.
0077961-0000563 SYO1: 2005411343.11 106
7.2 New Zealand Owners
Any Noteholder, Couponholder or beneficial owner of a Note or Coupon who is:
(a) a resident of New Zealand for New Zealand tax purposes;
(b) a registered bank (as defined for New Zealand tax purposes) that is engaged in business
in New Zealand through a fixed establishment (as defined for New Zealand tax
purposes) in New Zealand and is not an associated person of the Issuer; or
(c) not resident in New Zealand for New Zealand tax purposes but holds the relevant Note
or Coupon for the purposes of a business they carry on in New Zealand through a fixed
establishment in New Zealand,
(a New Zealand Owner) must:
(d) within either 21 days of acquiring a Note or Coupon or becoming the beneficial owner
of a Note or Coupon or prior to the next occurring Interest Payment Date or Maturity
Date in respect of that Note or Coupon (as applicable, and whichever is the earlier date)
must:
(i) notify the Issuer and the Paying Agent:
(A) that the person is a New Zealand Owner in respect of that Note or
Coupon, as applicable; and
(B) whether it derives interest under a Note or Coupon jointly with another
person;
(e) notify the Issuer and the Paying Agent of any circumstance, and provide the Issuer and
the Paying Agent with its New Zealand tax file number and any information (including
satisfactory evidence that it has RWT-exempt status (as defined for New Zealand tax
purposes)), that may enable the Issuer to make the payment of interest to the New
Zealand Owner without deduction on account of New Zealand withholding tax; and
(f) if that New Zealand Owner’s circumstances change, prior to the next occurring Interest
Payment Date or Maturity Date in respect of that Note or Coupon (as applicable, and
whichever is the earlier date) notify the Issuer and Paying Agent of those changes that
could affect the Issuer’s withholding, deduction or payment obligations in respect of
that Note or Coupon.
7.3 Indemnity
7.4 By accepting payment of the full-face amount of any Note or any interest thereon or other
amounts in respect thereof, including in respect of any Coupon, on any Interest Payment Date
or the Maturity Date:
(a) any New Zealand Owner agrees to indemnify the Issuer for all purposes in respect of
any liability that the Issuer may incur for not deducting any amount from such payment
on account of New Zealand resident withholding tax; and
(b) in the case of a Noteholder, Couponholder or beneficial owner of a Note or Coupon
that is not a New Zealand Owner (Non-New Zealand Owner) and derives interest
jointly with one or more persons and one or more of those persons is tax resident in
0077961-0000563 SYO1: 2005411343.11 107
New Zealand, such Non-New Zealand Owner agrees to indemnify the Issuer for all
purposes in respect of any liability that the Issuer may incur for not deducting any
amount from such payment on account of New Zealand non-resident withholding tax
applicable to such Non-New Zealand Owner.
8. PRESCRIPTION
The Notes (whether in bearer or registered form) and Coupons will become void unless claims
in respect of principal and/or interest are made within a period of 10 years (in the case of
principal) and five years (in the case of interest) after the Relevant Date (as defined in
Condition 7) therefor.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon
the claim for payment in respect of which would be void pursuant to this Condition or
Condition 5.2 or any Talon which would be void pursuant to Condition 5.2.
9. EVENTS OF DEFAULT
9.1 Events of Default
Any of the following events shall, when occurred and be continuing, constitute an event of
default (each an Event of Default):
(a) if default is made in the payment of any principal due in respect of the Notes or any of
them and the default continues for a period of 7 days;
(b) if default is made in the payment of any interest due in respect of the Notes or any of
them and the default continues for a period of 14 days; or
(c) if the Issuer fails to perform or observe any of its other obligations under these
Conditions and (except in any case where the failure is incapable of remedy when no
such continuation or notice as is hereinafter mentioned will be required) the failure
continues for the period of 30 days following the service by a Noteholder on the Issuer
of notice requiring the same to be remedied; or
(d) any Borrowed Moneys Indebtedness of an amount in excess in aggregate of
NZ$10,000,000 or its equivalent in any other currency of the Issuer is not paid when
due or within any applicable grace period in any agreement relating to that Borrowed
Moneys Indebtedness, or becomes declared due and payable prior to its stated maturity
by reason of default, or if any security for any such Borrowed Moneys Indebtedness is
enforced; or
(e) the Issuer ceases or threatens to cease to carry on all or substantially all of its business
or operations other than in the circumstances set out in the proviso to Condition 9.1(f)
or where the Issuer is a special purpose company and either the purpose has been
achieved or the achievement of that purpose amounts to a cessation of business and, in
either case, such cessation of business does not have a material adverse effect; or
(f) an application (other than one made frivolously or vexatiously or which is being
contested in good faith) or if any order is made by any competent court or resolution
passed for the winding up or dissolution of the Issuer, save for the purposes of
reconstruction, amalgamation, reorganisation, merger or consolidation on terms
previously approved by an Extraordinary Resolution; or
0077961-0000563 SYO1: 2005411343.11 108
(g) an encumbrancer takes possession or a liquidator, provisional liquidator, trustee,
receiver, receiver and manager, or similar official, is appointed in respect of the Issuer
or the whole or any part of its assets which is material in the context of the Total
Tangible Assets of the Group and is not removed or discharged within 30 days of such
occurrence;
(h) a statutory manager is appointed (or a recommendation in that regard by the Financial
Markets Authority of New Zealand is made) under the Corporations (Investigation and
Management) Act 1989 of New Zealand in respect of the Issuer
(i) if:
(i) a distress, attachment or other execution, in any case for a sum exceeding
NZ$10,000,000, is levied or enforced upon or commenced against the whole
or any part of the assets of the Issuer which is material in the context of the
Total Tangible Assets of the Group and is not discharged, stayed or contested
in good faith by appropriate proceedings within 30 days; or
(ii) a judgment for a sum exceeding NZ$10,000,000 is obtained against the Issuer
and is not satisfied, stayed, discharged or contested in good faith by appropriate
proceedings within 30 days; or
(j) the Issuer is unable to pay its debts when due, or enters into dealings with any of its
creditors with a view to avoiding or in expectation of insolvency, or makes a general
assignment or an arrangement or composition with or for the benefit of any of its
creditors, or stops or threatens to stop payments generally; or
(k) the board of the Issuer passes any resolution that has not been previously approved in
by the Noteholders by Extraordinary Resolution for or in contemplation of any
amalgamation of the Issuer with or involving another company (other than another
member of the Group) then existing or yet to be formed and which would have a
material adverse effect;
(l) an order is made against the Issuer requiring it to pay the whole or any part of claims
made against another company that is in liquidation exceeding NZ$10,000,000 (in
aggregate) or its equivalent in any other currency and which would have a material
adverse effect;
(m) if any event or circumstance occurs in relation to the Issuer having an analogous or
substantially similar effect under the laws of any applicable jurisdiction to the events
or circumstances referred to in paragraphs (f) to (j) above (to the extent applicable).
9.2 Consequences of an Event of Default
If an Event of Default occurs then at any time thereafter, provided that event is continuing
unremedied, a Noteholder may, without prejudice to any other remedies which that Noteholder
may by written notice to the Issuer at the specified office of the Principal Paying Agent,
effective upon the date of receipt thereof by the Principal Paying Agent, declare any Note held
by it to be forthwith due and payable whereupon the same shall become forthwith due and
payable at its Early Redemption Amount, together with accrued interest (if any) to the date of
repayment, without presentment, demand, protest or other notice of any kind.
0077961-0000563 SYO1: 2005411343.11 109
9.3 Notification
If an Event of Default occurs (or, under Condition 9.1(c), an event which, after notice and lapse
of time, would become an Event of Default), the Issuer must promptly after becoming aware of
it notify the Principal Paying Agent of the occurrence of the event (specifying details of it) and
use its reasonable endeavours to ensure that the Principal Paying Agent promptly notifies the
Noteholders, each other Agent and any stock or securities exchange or other relevant authority
on which the Notes are listed, quoted and/or traded of the occurrence of the event.
10. REPLACEMENT OF NOTES, COUPONS AND TALONS
Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes or
Coupons) or the Registrar (in the case of Registered Notes) upon payment by the claimant of
such costs and expenses as may be incurred in connection therewith and on such terms as to
evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes,
Coupons or Talons must be surrendered before replacements will be issued.
11. AGENTS
The initial Agents are set out above. If any additional Paying Agents are appointed in
connection with any Series, the names of such Paying Agents will be specified in the applicable
Pricing Supplement.
The Issuer is entitled to vary or terminate the appointment of any Agent and/or appoint
additional or other Agents and/or approve any change in the specified office through which any
Agent acts, provided that:
(a) there will at all times be a Principal Paying Agent and a Registrar;
(b) so long as the Notes are listed on any stock exchange or admitted to listing by any
relevant authority, there will at all times be a Paying Agent (in the case of Bearer Notes)
and a Transfer Agent (in the case of Registered Notes) with a specified office in such
place as may be required by the rules and regulations of the relevant stock exchange or
other relevant authority; and
there will at all times be a Paying Agent in a jurisdiction within Europe.
In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New
York City in the circumstances described in Condition 5.5. Notice of any variation,
termination, appointment or change in Paying Agents will be given to the Noteholders promptly
by the Issuer in accordance with Condition 13.
In acting under the Agency Agreement, the Agents act solely as agents of the Issuer and do not
assume any obligation to, or relationship of agency or trust with, any Noteholder or
Couponholder. The Agency Agreement contains provisions permitting any entity into which
any Agent is merged or converted or with which it is consolidated or to which it transfers all or
substantially all of its assets to become the successor agent.
12. EXCHANGE OF TALONS
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon
sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the
specified office of any Paying Agent in exchange for a further Coupon sheet including (if such
0077961-0000563 SYO1: 2005411343.11 110
further Coupon sheet does not include Coupons to (and including) the final date for the payment
of interest due in respect of the Note to which it appertains) a further Talon, subject to the
provisions of Condition 8.
13. NOTICES
All notices regarding the Bearer Notes will be deemed to be validly given if published in a
leading English language daily newspaper of general circulation in London. It is expected that
any such publication in a newspaper will be made in the Financial Times in London. The Issuer
shall also ensure that notices are duly published in a manner which complies with the rules of
any stock exchange or other relevant authority on which the Bearer Notes are for the time being
listed or by which they have been admitted to trading including publication on the website of
the relevant stock exchange or relevant authority if required by those rules. Any such notice
will be deemed to have been given on the date of the first publication or, where required to be
published in more than one newspaper, on the date of the first publication in all required
newspapers.
All notices regarding the Registered Notes will be deemed to be validly given if sent by first
class mail or (if posted to an address overseas) by airmail to the holders (or the first named of
joint holders) at their respective addresses recorded in the Register and will be deemed to have
been given on the fourth day after mailing and, in addition, for so long as any Registered Notes
are listed on a stock exchange or are admitted to trading by another relevant authority and the
rules of that stock exchange or relevant authority so require, such notice will be published on
the website of the relevant stock exchange or relevant authority and/or in a daily newspaper of
general circulation in the place or places required by those rules.
Until such time as any definitive Notes are issued, there may, so long as any Global Notes
representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, be
substituted for such publication in such newspaper(s) or such websites or such mailing the
delivery of the relevant notice to Euroclear and/or Clearstream for communication by them to
the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange
or are admitted to trading by another relevant authority and the rules of that stock exchange or
relevant authority so require, such notice will be published on the website of the relevant stock
exchange or relevant authority and/or in a daily newspaper of general circulation in the place
or places required by those rules. Any such notice shall be deemed to have been given to the
holders of the Notes on the second day after the day on which the said notice was given to
Euroclear and/or Clearstream.
Notices to be given by any Noteholder shall be in writing and given by lodging the same,
together (in the case of any Note in definitive form) with the relative Note or Notes, with the
Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered
Notes). Whilst any of the Notes are represented by a Global Note, such notice may be given
by any holder of a Note to the Principal Paying Agent or the Registrar through Euroclear and/or
Clearstream, as the case may be, in such manner as the Principal Paying Agent, the Registrar
and Euroclear and/or Clearstream, as the case may be, may approve for this purpose.
14. MEETINGS OF NOTEHOLDERS AND MODIFICATION
The Agency Agreement contains provisions for convening meetings (including by way of
conference call or by use of a videoconference platform) of the Noteholders to consider any
matter affecting their interests, including the sanctioning by Extraordinary Resolution of a
modification of the Notes, the Coupons or any of the provisions of the Agency Agreement.
Such a meeting may be convened by the Issuer and shall be convened by the Issuer if required
in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes
0077961-0000563 SYO1: 2005411343.11 111
for the time being remaining outstanding. The quorum at any such meeting for passing an
Extraordinary Resolution is one or more persons holding or representing a clear majority in
nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one
or more persons being or representing Noteholders whatever the nominal amount of the Notes
so held or represented, except that at any meeting the business of which includes the
modification of certain provisions of the Notes or the Coupons (including modifying the date
of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the
amount of principal or the rate of interest payable in respect of the Notes, altering the currency
of payment of the Notes or the Coupons or amending the Deed of Covenant in certain respects),
the quorum shall be one or more persons holding or representing not less than two-thirds in
nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting
one or more persons holding or representing not less than one-third in nominal amount of the
Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution
passed at a meeting duly convened and held in accordance with the Agency Agreement by a
majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a
resolution in writing signed by or on behalf of the holders of not less than three-fourths in
nominal amount of the Notes for the time being outstanding or (iii) consent given by way of
electronic consents through the relevant clearing system(s) (in a form satisfactory to the
Principal Paying Agent) by or on behalf of the holders of not less than three-fourths
in nominal
amount of the Notes for the time being outstanding, shall, in each case, be effective as an
Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the
Noteholders will be binding on all the Noteholders, whether or not they are present at any
meeting, and whether or not they voted on the resolution, and on all Couponholders.
The Principal Paying Agent and the Issuer may agree, without the consent of the Noteholders
or Couponholders, to:
(a) any modification of the Notes, the Coupons, the Deed of Covenant or the Agency
Agreement which is not prejudicial to the interests of the Noteholders; or
(b) any modification of the Notes, the Deed of Covenant or the Agency Agreement which
is of a formal, minor or technical nature or is made to correct a manifest error or to
comply with mandatory provisions of the law; or
(c) any modification of the Notes, the Coupons, the Deed of Covenant or the Agency
Agreement as may be required in order to give effect to:
(i) any Benchmark Amendments as provided in Condition 4.2(c); or
(ii) sub-paragraph (iii)(1) or (iii)(2) of the definition of “SARON” or the last
paragraph of the definition of “SARON” in connection with effecting the
implementation of any SARON Recommended Replacement Rate or the SNB
Policy Rate, subject to the provisions set out in Condition 4.2(b)(x).
Any such modification shall be binding on the Noteholders and the Couponholders and any
such modification shall be notified to the Noteholders in accordance with Condition 13 as soon
as practicable thereafter.
0077961-0000563 SYO1: 2005411343.11 112
15. SUBSTITUTION
15.1 Substitution of Issuer
The Issuer may, without the consent of the Noteholders, substitute any wholly-owned
Subsidiary of the Issuer (Substitute Issuer) in place of the Retiring Issuer as the principal debtor
in respect of any or all Series of Notes provided that:
(a) the obligations of the Substitute Issuer under the Relevant Notes are guaranteed by the
Issuer;
(b) the Substitute Issuer expressly assumes all the obligations of the Retiring Issuer under
the Notes and has entered into the Substitution Documents;
(c) two directors of the Substitute Issuer certify that the Substitute Issuer will be solvent
immediately after such substitution;
(d) if the Relevant Notes are publicly rated by a rating agency, that rating agency confirms
in writing that following such substitution, the rating assigned to the Relevant Notes in
force immediately prior to the substitution taking effect shall be maintained or
increased;
(e) if the Relevant Notes are not rated and if the Issuer is publicly rated by a rating agency,
that rating agency confirms in writing that following such substitution the rating
assigned to the Substitute Issuer or any person guaranteeing the obligations of the
Substitute Issuer immediately prior to the substitution taking effect shall be maintained
or increased;
(f) prior to the substitution being effected, the Substitute Issuer warrants and represents to
the Noteholders that
(i) it has obtained all necessary authorisations for the substitution;
(ii) it has obtained all necessary authorisations for the performance by it of its
obligations under the Substitution Documents, the Deed of Covenant and the
Relevant Notes and that they are in full force and effect;
(iii) the obligations assumed by it are legal, valid and binding obligations,
enforceable against it in accordance with their terms, subject to laws affecting
creditors’ rights generally and equitable principles of general application; and
(g) legal opinions have been delivered to the Registrar confirming that, following such
substitution:
(i) the Substitution Documents, the Deed of Covenant and the Notes will
constitute legal, valid, and binding obligations of the Substitute Issuer,
enforceable against it in accordance with their terms, subject to applicable
bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting
creditors’ rights generally and equitable principles of general application;
(ii) the Substitute Issuer is validly incorporated in its jurisdiction of incorporation;
(iii) all necessary authorisations are in full force and effect; and
0077961-0000563 SYO1: 2005411343.11 113
(iv) amounts payable to the Noteholders of the Relevant Notes will not be reduced
by the existence of any applicable Taxes (other than Taxes that the Issuer is
already obliged to withhold or deduct) except for such Taxes (if any) in respect
of which the Substitute Issuer has agreed to make compensating payments to
those Noteholders.
15.2 Notice and Release of Retiring Issuer
(a) Notice of any substitution shall be given to the Registrar, the Noteholders, each other Agent
and any stock or securities exchange or other relevant authority on which the Notes are listed,
quoted and/or traded within 14 days of the execution of the Substitution Documents and
compliance with the other requirements of Condition 15.1.
(b) Any Substitution Document shall, if so expressed, release the Retiring Issuer from any and all
of its obligations under the Relevant Notes with effect as of the date of substitution.
15.3 Completion of Substitution
After notice has been given in accordance with Condition 15.2(a):
(a) the Substitute Issuer shall be deemed to be the principal debtor and to have all of the
rights, powers and obligations of the Retiring Issuer in respect of the Relevant Notes
as if the Substitute Issuer were originally named in place of the Retiring Issuer;
(b) the Conditions and the Deed of Covenant shall be deemed to be amended as necessary
to give effect to the substitution; and
(c) despite anything contained in these Conditions, the Noteholders, the Registrar, each
other Agent and the Retiring Issuer remain entitled to their rights and bound by their
obligations in respect of Relevant Notes which have accrued up to and including when
the substitution takes effect.
15.4 Definitions
As used in this Condition 15:
Relevant Notes means a Series of Notes in respect of which the Issuer substitutes itself for a
Substitute Issuer as debtor under Condition 15.
Retiring Issuer means an Issuer who substitutes for itself a Substitute Issuer under
Condition 15.
Substitution Documents means the documents necessary to effect a substitution of the Issuer
under this Condition 15 and in which the Substitute Issuer has undertaken in favour of each
Noteholder of the Relevant Notes to be bound by these Conditions, the Agency Agreement and
the Deed of Covenant as the issuer in respect of the Relevant Notes in place of the Retiring
Issuer.
Substitute Issuer has the meaning given in Condition 15.1.
Taxes means taxes, levies, withholdings, deductions, assessments or governmental charges of
whatever nature imposed or levied by any Tax Authority together with any related interest,
penalties, fines and expenses in connection with them.
0077961-0000563 SYO1: 2005411343.11 114
Tax Authority means any government, state, municipal, local, federal or other fiscal, revenue,
customs or excise authority, body or official, having power to tax to which the Issuer becomes
subject in respect of payments made by it of principal or interest in respect of the Notes.
16. FURTHER ISSUES
The Issuer shall be at liberty from time to time without the consent of the Noteholders or the
Couponholders to create and issue further notes having terms and conditions the same as the
Notes or the same in all respects save for the amount and date of the first payment of interest
thereon and the date from which interest starts to accrue and so that the same shall be
consolidated and form a single Series with the outstanding Notes.
17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person shall have any right to enforce any term or condition of this Note under the Contracts
(Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person
which exists or is available apart from that Act.
18. GOVERNING LAW AND SUBMISSION TO JURISDICTION
18.1 Governing law
The Agency Agreement, the Deed of Covenant, the Notes and the Coupons and any non-
contractual obligations arising out of or in connection with the Agency Agreement, the Deed
of Covenant, the Notes and the Coupons are governed by, and construed in accordance with,
English law.
18.2 Submission to jurisdiction
(a) Subject to Condition 18.2(c) below, the English courts have exclusive jurisdiction to settle any
dispute arising out of or in connection with the Notes and/or the Coupons, including any dispute
as to their existence, validity, interpretation, performance, breach or termination or the
consequences of their nullity and any dispute relating to any non-contractual obligations arising
out of or in connection with the Notes and/or the Coupons (a Dispute) and accordingly each of
the Issuer and any Noteholders or Couponholders in relation to any Dispute submits to the
exclusive jurisdiction of the English courts.
(b) For the purposes of this Condition 18.2, the Issuer waives any objection to the English courts
on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.
(c) To the extent allowed by law, the Noteholders and the Couponholders may, in respect of any
Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent
proceedings in any number of jurisdictions.
18.3 Appointment of Process Agent
The Issuer irrevocably appoints Law Debenture Corporate Services Limited at 8th Floor, 100
Bishopsgate, London, EC2N 4AG, United Kingdom (the Process Agent) as its agent for service
of process in any proceedings before the English courts in relation to any Dispute and agrees
that, in the event of the Process Agent being unable or unwilling for any reason so to act, it will
immediately appoint another person as its agent for service of process in England in respect of
any Dispute. The Issuer agrees that failure by a process agent to notify it of any process will
not invalidate service. Nothing herein shall affect the right to serve process in any other manner
permitted by law.
0077961-0000563 SYO1: 2005411343.11 115
Use of Proceeds
Unless otherwise specified in the applicable Pricing Supplement, the net proceeds from each issue of
Notes will be used by the Issuer for its general corporate purposes.
If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated
in the applicable Pricing Supplement.
0077961-0000563 SYO1: 2005411343.11 116
Description of the Issuer
Overview
Contact is an electricity generator, wholesaler and retailer. Contact was incorporated on 8 November
1995 and is domiciled in New Zealand and headquartered in Wellington, New Zealand, with business
operations nationwide. Its shares have been traded publicly on the NZX Main Board since 1999 and on
the ASX since 2015 and are widely held. As at 30 June 2025, Contact had 1,249 employees.
Contact generates electricity at seven geothermal power stations in the central North Island, a large-
scale hydroelectric scheme in the lower South Island comprising two power stations, two thermal
peaking stations (one gas and one diesel) and one baseload combined cycle gas plant. In FY25,
Contact’s power stations generated 8.9TWh or ~22 per cent. of New Zealand’s electricity. This
generation was 88 per cent. from renewable sources.
In July 2025, Contact acquired Manawa Energy Limited (Manawa) (formerly Trustpower), increasing
the size of its generation profile to become the second largest generator of electricity in New Zealand.
Manawa has a portfolio of twenty-five hydroelectric schemes, one thermal power station, and also
operates one irrigation pumping station. Manawa has a 75 per cent. shareholding in King Country
Energy (KCE), and manages KCE’s hydroelectric power stations, which make up five of Manawa’s
twenty-five hydroelectric schemes. In FY25, Manawa’s power stations generated 1.6TWh of electricity,
and over 99 per cent. was from renewable sources.
From FY26, Contact expects electricity generation from the combined portfolio to be around 98 per
cent. from renewable sources, under normal hydrological and wind conditions.
Western Energy Limited, a Contact subsidiary, provides specialised geothermal well services to
customers in New Zealand and internationally.
Contact is an active participant in the wholesale electricity market where it sells all the electricity it
generates, buys all the electricity it needs for its sales channels, and trades a range of financial risk
management products. Contact sells electricity to households across New Zealand, and through its
Simply Energy brand it also sells electricity to ~4,000 commercial and industrial customers (C&I) and
assists C&I businesses move towards a sustainable energy future.
In addition to the generation and sale of electricity, Contact’s retail business sells natural gas and
provides broadband and mobile services to businesses and households across New Zealand. As at 30
June 2025, Contact’s retail business had ~642,000 customer connections across electricity, gas,
broadband and mobile.
History
Contact was established as a state-owned enterprise by the New Zealand government in 1995 as part of
a major restructuring of New Zealand’s electricity sector. The company was formed by acquiring
generation and gas assets from the Electricity Corporation of New Zealand, with the goal of introducing
competition into the electricity market. Following further industry reform in 1998, Contact moved into
energy retailing and, over the following year, Contact expanded its retail footprint by acquiring the
customer bases of several regional electricity companies, rapidly growing its customer base to supply
over 400,000 customers.
In 1999 Contact was listed on the NZX, with 40 per cent. of its shares sold by the New Zealand
government to Edison Mission Energy and the remaining 60 per cent. offered to the public.
0077961-0000563 SYO1: 2005411343.11 117
Throughout the 2000s and 2010s, Contact evolved into one of New Zealand’s leading energy
providers. It diversified its operations to include electricity generation, natural gas wholesaling and
retailing, LPG, and broadband services. Ownership also shifted during this period: Edison Mission
Energy sold its shareholding to Origin Energy in 2004, and Origin later exited in 2015 at which point
Contact was listed on the ASX to broaden its investor base.
Today, Contact operates a largely renewable portfolio of generation assets across New Zealand,
including geothermal, hydroelectric, and thermal facilities, with solar and grid-scale batteries under
construction, generating over 20 per cent. of New Zealand’s electricity. The acquisition of Manawa in
2025 has significantly enhanced its renewable generation portfolio, positioning Contact as the country’s
second-largest electricity generator.
Looking ahead, Contact is committed to accelerating New Zealand’s transition to a low-carbon
economy by continuing to invest in renewable generation, flexible energy solutions, and supporting
customer decarbonisation and achieving net zero energy generation by 2035.
Strategy
Contact26 Strategy
Contact adopted the Contact26 strategy in 2021, centred on Contact’s vision to be a leader in the
decarbonisation of New Zealand. The strategy comprises four strategic pillars underpinned by three key
enablers, as set out below.
Pillars:
• Grow Demand – Attract new industrial demand with globally competitive renewables.
Contact is focused on the highest value sources of new demand for electricity spanning five key
areas: large scale data centres, process heat, road transport, major industrial users and green
chemicals.
Contact works closely with customers as they move to renewable and flexible electricity use:
• In May 2024, Contact reached a key milestone when it entered a new long-term supply
agreement with the New Zealand Aluminium Smelter (NZAS). The agreement,
executed at the same time as long-term supply agreements between NZAS and
Meridian and Mercury, has a minimum term of ten years and a maximum term ending
31 December 2044. It provides improved market certainty, supporting investment in
renewable electricity. Contact was also provided with a contractual mechanism to
temporarily reduce its electricity supply to NZAS (demand response) by up to 46MW,
with this mechanism activated at maximum capacity in July 2024.
• In FY23, Contact entered a 30MW supply contract to support New Zealand Steel’s
installation of an electric arc furnace (expected online in early 2026). Then, in August
2025, Contact announced a further 11-year, 50MW, electricity supply agreement with
New Zealand Steel to begin in December 2025. These contracts contain mechanisms
to knock out volumes sold to New Zealand Steel during peak pricing periods for around
half of the year, providing relief for the electricity system and allowing Contact to sell
such volume via higher priced channels.
Flexible demand contracted as at 30 June 2025 was 188MW.
0077961-0000563 SYO1: 2005411343.11 118
• Grow Renewable Development – Build renewable generation and flexibility on the back of
new demand.
Contact is nearing completion of its renewable development under Contact26. The Tauhara
geothermal power station came online in May 2024 and the Te Huka 3 geothermal station came
online in December 2024. At full capacity, these new plants are expected to generate 1.9TWh
per annum of baseload renewable electricity.
Contact’s next planned geothermal development is the replacement of its 1950’s-built Wairakei
A&B geothermal power station. Contact has planned a phased approach to this investment,
starting with a binary plant of around 100MW, Te Mihi Stage 2, targeted to come online in
mid-2027. Most of the units at Wairakei A&B will be decommissioned when Te Mihi Stage 2
is online.
Construction started in 2024 on Contact’s first grid-scale battery energy storage system at
Glenbrook, a 100MW (200MWh duration) battery system supplied by Tesla and expected to
be operational in 2026.
Through its 50/50 joint venture with Lightsource BP, Contact also started construction in 2024
on the 168MWp / 275GWh Kōwhai Park solar farm at Christchurch Airport, also expected
online in 2026.
Contact and Manawa’s combined development pipeline total more than 10TWh of geothermal,
wind and solar options and additional options for North Island grid-scale batteries.
• Decarbonise Contact’s portfolio – Lead an orderly transition to renewables.
In early 2023, Contact took the step of committing to net zero emissions from its electricity
generation by 2035 i.e. net zero for Scope 1 and 2 emissions. Contact plans to achieve this
through the closure of baseload gas generation, investment in new renewable generation and
storage (e.g. grid-scale batteries), capturing or reinjecting carbon from geothermal generation,
investment in forestry, and other initiatives.
Since it made this commitment, Contact has closed its Te Rapa gas-fired co-generation plant,
plans to close its remaining baseload gas generation plant – the Taranaki Combined Cycle - at
the end of 2025, has installed carbon capture and reinjection technology at its Te Huka
geothermal plants, and has begun construction of its first solar farm at Christchurch Airport and
grid-scale battery at Glenbrook.
• Create outstanding customer experiences – Create New Zealand’s leading energy and
services brand to meet more of our customers’ needs.
Since adopting Contact26, Contact has advanced its digital services and data capability,
transforming its cost to serve and pricing capability. Of note, 80 per cent. of all service
interactions now take place over digital platforms compared to 35 per cent. three years ago.
Contact has also grown its mass market customer base and connections, with particularly strong
growth through its broadband and mobile adjacencies in FY25 to ~124,000 total Telco
connections, up ~21,000 since FY24.
Contact’s customer proposition is to help to lead New Zealand homes to a better energy future.
Over 140,000 household connections are now on Contact’s Good Plans, which offer free or
discounted electricity during off peak hours. In FY24, Contact started a staged roll out of ‘Hot
Water Sorter’ – a programme to switch off hot water cylinders during peak periods. Decreasing
0077961-0000563 SYO1: 2005411343.11 119
energy demand during peak hours can help reduce reliance on non-renewable energy generated
by fossil fuels.
Enablers:
• ESG – Create long-term value through our strong performance across a broad set of ESG
factors.
• Transformative ways of working (TWoW) – Use of technology to modernise our operating
model. Increase employee engagement to attract and retain talent.
• Operational excellence – Use innovation to continue to improve business efficiency. Prudent
management of stay-in-business capital expenditure to deliver value. Capture economies of
scale and further digitise our business.
0077961-0000563 SYO1: 2005411343.11 120
Group Structure
Set out below is a corporate structure diagram showing Contact’s key subsidiaries as at the date of this
Offering Circular.
Capital Structure
Contact is listed on the NZX Main Board and on the ASX, with a market capitalisation at the date of
this Offering Circular of approximately NZ$9 billion and an issued capital of 993,637,010.
0077961-0000563 SYO1: 2005411343.11 121
Contacts major shareholders are
3
:
Name Percentage of issued Contact shares
Infratil Limited and Infratil Investments Limited 9.47 per cent.
Blackrock Inc and related bodies 6.4 per cent.
HSBC Nominees (New Zealand) Limited 5.13 per cent.
Contact is BBB-rated by S&P as at 30 June 2025 and is committed to a stable investment-grade rating.
This is supported by a net-debt to EBITDAF below 3.0x. It is expected that the Manawa acquisition
will increase net-debt to EBITDAF in the near term and that this may temporarily lift above 3.0x. It is
expected to return below the threshold in the near term as the benefits of the acquisition are realised.
Capital is sourced from domestic bank facilities and commercial paper, domestic bonds and overseas
markets with issuances in Australian medium term notes, U.S. private placements and a Japanese Export
Facility (Nexi). This ensures Contact has access to diverse funding sources and lowers concentration
risk. Contact maintains a dividend reinvestment programme which provides additional equity support.
In the domestic New Zealand market, Contact has issued both retail and hybrid bonds to expand its
balance sheet capacity and leverage its status with domestic investors. All of Contact’s debt is certified
green. Contact’s face value of borrowings less lease obligations as at 30 June 2025 was
NZ$2,316 million. At that time Contact held NZ$514 million in cash and cash equivalents and had
NZ$850 million of undrawn bank facilities. Net debt (being face value of borrowings less lease
obligations of NZ$2,316 million less cash and cash equivalents of NZ$514 million) was
NZ$1,802 million.
In July 2025, Contact drew on a NZ$900m bank facility to complete the acquisition of Manawa. This
bank facility was provided to repay Manawa’s outstanding bonds and drawn bank facilities, and to fund
the cash consideration payable to Manawa shareholders. Contact intends to repay this bank facility upon
completion of a Euro issuance.
Contact takes a prudent approach to its financial risk. Liquidity is maintained by keeping undrawn bank
facilities to cover adverse events described in its extreme undersupply tests and six months of growth
capex. Contact spreads debt maturities out over time, to minimise refinancing risk. As an importer of
foreign parts and services for its generation assets, Contact swaps all foreign currency back to NZD.
Dividend Policy
Contact’s dividend policy is to pay dividends of 80-100 per cent. of average operating free cash flow
of the preceding four years. As the historic measure will not capture the operating free cash flow
contribution from Manawa, the Contact Board will apply discretion in the first few years post-
acquisition of Manawa, if the measure is temporarily above 100 per cent., so that it is not constrained
in delivering the expected dividend per share uplift. As a result of the Manawa acquisition, Contact
expects dividends to be 1cps higher in FY26 and 2 to 3cps higher in FY27 compared to Contact
standalone.
Sustainable Finance
Contact’s sustainability strategy is fully embedded across the business, influencing every decision and
outcome, including financial. To reflect this, in 2017 Contact established its Green Borrowing
3
Based on the substantial product holder and substantial shareholder notices lodged with the NZX and ASX respectively, or otherwise
known to Contact as at the date of this Offering Circular.
0077961-0000563 SYO1: 2005411343.11 122
Programme – the first such Climate Bonds Initiative certification completed by a New Zealand issuer
and the first green certification of an entire debt programme globally.
Today, all of Contact’s Debt is either Green labelled or Sustainability-Linked. This demonstrates
finance’s commitment to Contact’s decarbonisation journey through the use of proceeds against a green
asset pool or sustainability performance targets influencing Contact’s cost of funds.
The Green Borrowing Programme is described within Contact’s Sustainable Finance Framework
(Framework). Contact has obtained a Second Party Opinion from DNV Business Assurance Australia
Pty Ltd, an external environmental, social and corporate governance research and analysis provider, to
confirm the Framework’s alignment with the Loan Market Association’s Green Loan Principles (March
2025), the International Capital Markets Association’s Green Bond Principles (June 2025) and the
Climate Bond Initiative’s Standard V4.3.
Energy Industry and Market
All generation of electricity in New Zealand is domestically sourced. There is a range of listed and
privately owned market participants. There are four “gentailers” (generator-retailer) which account for
most of the electricity generation. Meridian, Mercury and Genesis, alongside Contact, make up this
group. Several other smaller generators account for the remaining eight per cent. of generation in New
Zealand (2024), ranging from family-owned Nova Energy to newer entrants with (for the most part)
wind and solar operations either in the market or under development. While Contact is fully floated on
the NZX, the other three “gentailers” are majority government owned, having been partially floated in
the early 2010s. The wholesale market in New Zealand is a competitive market where the System
Operator dispatches physical and ancillary market services at lowest cost for all nodes in the national
grid. All generators of scale are required to submit offers to the market.
All electricity in New Zealand is sold to Transpower, a State-Owned Enterprise that is the Grid Owner
and System Operator. Transpower is responsible for high-voltage transmission across the grid and the
Cook Strait Cable which interconnects the two main islands of New Zealand, as well as operating the
wholesale market. Transpower and the 29 electricity distribution businesses that are responsible for
transmission and distribution of domestic supply, are regulated monopolies overseen by the Commerce
Commission.
The retail electricity market in New Zealand is a competitive market where retailers purchase electricity
supply from Transpower at the spot price. Prices for electricity generation are set at a nodal level, with
market prices set at the margin of supply and demand. Retailers are able to cover their spot price
exposure via hedge contracts and power purchase agreements sold by generators. The retail market is
majority-supplied by the four gentailers, who are vertically integrated by the sale of their own electricity
to their retail customers. The four gentailers hold an 85 per cent. market share.
The natural gas market is supplied by a reticulated network in the North Island. Contact purchases
natural gas from Taranaki-based producers OMV and Greymouth Petroleum, via long-term supply
agreements. Contact uses the natural gas to generate electricity, to on sell to commercial, industrial and
residential customers or store for later-use in the Ahuroa Gas Storage Facility. Transmission of natural
gas in the North Island is managed by Firstgas (Clarus) who is responsible for the high-pressure
transmission from producers to major users and local networks. Local distribution networks are
managed by five network companies who enable gas supply to households and businesses.
Regulation
Contact is domiciled and tax resident in New Zealand and adheres to all laws and regulations set out by
the New Zealand Government.
0077961-0000563 SYO1: 2005411343.11 123
Government policy for the electricity industry is set by the Ministry of Business Innovation and
Employment (MBIE). MBIE has a number of roles:
• responsibility for the Electricity Industry Act 2010 (the Act), which establishes the Electricity
Authority and the Electricity Industry Participation Code 2010 (the Code);
• providing advice to Government Ministers on the functioning of the electricity market;
• producing statistics across the electricity industry; and
• bespoke policy projects, such as the Geothermal Strategy and the 2018 Electricity Price
Review,
The Electricity Authority’s role, as regulator of New Zealand’s electricity industry, is to ensure that the
wholesale electricity market, including associated hedging, operates efficiently and competitively. The
Electricity Authority develops and administers the Code. The Code covers a range of regulatory
provisions including:
• market operation;
• security of supply;
• provision of information to the regulator;
• consumer care obligations;
• electricity trading arrangements – including oversight of trading conduct; and
• settlement of income and payments to the electricity spot market and associated prudential
requirements.
Market participants must comply with all their industry obligations as set out in the Code. More
generally, the Electricity Authority monitors market participants to ensure efficient operation of the
industry and actively evaluates trading conduct.
Contact’s gas services are regulated by the Gas Industry Company, an industry/government co-
regulatory body with an independent chair. Key regulations overseen by the Gas Industry Company
include:
• gas measurement requirements and procedures;
• gas reconciliation;
• gas quality; and
• gas Consumer Care Guidelines.
Contact’s telecommunications services are regulated by the Commerce Commission. Regulation
includes:
• market operation, such as processes for customer switching;
0077961-0000563 SYO1: 2005411343.11 124
• mandatory Codes, comprising the 111 Contact Code that requires Contact to ensure vulnerable
customers have a means of contacting emergency services during a power outage, and the
Copper Withdrawal Code which sets the process for the removal of legacy copper services;
• a number of voluntary codes and guidelines, such as the Broadband Marketing Code, the Retail
Service Bundling Guidelines, and the Product Disclosure Guidelines; and
• information provision, that is reported via the Telecommunications Annual Monitoring
Reports.
Contact is also an “FMC reporting entity” for the purposes of Part 7 the Financial Markets Conduct Act
2013 and is subject to regular reporting and disclosure obligations under that Act, the Companies Act
1993 and the NZX Listing Rules. Contact also has a foreign exempt listing on the ASX and is therefore
subject to certain reporting and disclosure obligations under the ASX Listing Rules. These obligations
include a requirement that Contact notify NZX and ASX of information about specified matters and
events for the purpose of NZX and ASX making that information available to participants in those
markets.
Wholesale Business
Contact is an active participant in the wholesale electricity market where it sells all the electricity it
generates, buys all the electricity it needs for its sales channels, and trades a range of financial risk
management products.
Contact operates a mix of geothermal, hydroelectric and thermal power stations, which collectively
provide a diversified portfolio of generation assets. For the years ended 30 June 2024 and 30 June 2025,
Contact’s total generation output was 8.6TWh and 8.9TWh, respectively, of which renewable
generation accounted for 7,016GWh and 7,841GWh, respectively. The table below sets out details of
Contact’s generation output by station and by type for the years ended 30 June 2024 and 30 June 2025.
Station (Capacity
(1)
)
For the year ended
2025 2024
(GWh)
Geothermal
Te Mihi (155MW) ......................................................................... 1,287 1,405
Wairakei (124MW) ....................................................................... 986 1,064
Poihipi (53MW) ............................................................................ 300 274
Ohaaki (41MW) ............................................................................ 277 316
Te Huka (27MW) .......................................................................... 210 203
Tauhara
(2)
(174MW)...................................................................... 1,255 127
Te Huka 3
(3)
(51MW) .................................................................... 229 –
4,543 3,388
Hydroelectric
Clyde (464MW) ............................................................................ 1.852 2,034
Roxburgh (320MW) ...................................................................... 1,445 1,594
3,297 3,628
Thermal
Stratford – CCGT (377MW) ......................................................... 692 1,395
Stratford – Peakers (202MW) ....................................................... 378 223
Whirinaki (158MW) ..................................................................... 18 1
1,088 1,620
__________________
0077961-0000563 SYO1: 2005411343.11 125
(1)
Capacity shown is the maximum rated capacity (MCR or nameplate capacity) for each plant, which may
differ from the actual operational capacity in a range of circumstances. For example, typical operational capacity
may be lower in order to manage operational risk or where there are constraints on fluid (geothermal or hydro).
A notable example of this is TCC which has been operationally constrained to 310MW.
(2)
First MWhs in May 2024.
(3)
First MWhs in December 2024.
In 2024, Contact commissioned the 174MW Tauhara power station, the world’s largest single shaft
geothermal power turbine, reflecting a key competitive advantage in the development of geothermal
assets. 2024 also marked the first output of its Te Huka 3 binary power station and these Geothermal
assets will collectively represent a 1.9TWh increase in new renewable energy to Contact’s portfolio.
Contact decommissioned the natural gas-fired Te Rapa power station in 2023 (44MW) and has
committed to the closure of its remaining baseload gas generation, the Taranaki Combined Cycle
(377MW) power station, in 2025 – a further step in the business’s decarbonisation journey.
Contact also has a diverse pipeline of new renewable projects, at various stages of progress:
In 2024, Contact took final investment decision and began construction on its Kōwhai Park Solar Farm
(168MWp / 275GWh) as part of its joint venture with Lightsource BP – a global leader in solar energy.
Contact has continued to progress its solar development options, with consents currently under
application for new farms at Glorit and Stratford. Contact also acquired the consented 80MWp Argyle
1&2 solar development option as part of its Manawa acquisition.
Contact is also developing a pipeline of wind generation options. Contact’s most advanced site is east
of Wyndham in the South Island. The Southland Wind Farm is planned to have 55 wind turbines with
an installed capacity of up to 330MW and an output in the range of 0.9 to 1.2TWh per year - enough to
supply more than 110,000 homes.
In 2024, Contact also took final investment decision and began construction of a 100MW (200MWh)
battery energy storage system (BESS) at Glenbrook as a first move into grid-scale short-term energy
storage. Contact also has 100MW of BESS consented at Stratford and a further 400MW of battery
capacity under application for consent at each of its Glenbrook and Stratford sites (1000MW total
pipeline).
Through Contact’s C&I business division, Simply Energy, Contact works closely with C&I businesses
as they move to renewable and flexible electricity use:
• During the 2023 financial year, Contact entered a 30MW off-peak supply contract to support
New Zealand Steel’s installation of an electric arc furnace (expected online in early 2026).
• In February 2025, Contact announced a 10-year summer-weighted supply agreement with
Fonterra for up to 540GWh p.a. to support electrification at their Whareroa Dairy Processing
Site.
• In August 2025, Contact announced a further 50MW, 11-year electricity supply agreement with
New Zealand Steel to begin in December 2025 in order to support decarbonisation at their
Glenbrook site. This sits alongside an agreement for Contact to lease land for further battery
development at Glenbrook with consents lodged for 400MW of additional capacity.
Retail Business
As one of New Zealand’s largest energy retailers, Contact has an extensive and well-established retail
footprint across the country. Contact’s diverse retail base provides a natural hedge against its generation
portfolio. Contact has a broad customer base, selling electricity and natural gas to residential
households, small and medium-sized enterprises and C&I customers. In addition to the generation and
0077961-0000563 SYO1: 2005411343.11 126
sale of electricity and gas, Contact’s retail business provides broadband and mobile services to
businesses and households across New Zealand. As at 30 June 2025, Contact’s retail business had
~642,000 customer connections across electricity, gas, broadband and mobile.
For residential households, Contact offers free off-peak power plans through its “Good
Nights/Weekends” products – encouraging load-shifting for households into periods of lower cost, more
renewable energy.
Contact’s Assets
The map below shows Contact’s generation assets as at 30 June 2025.
An outline of Contact’s Generation Assets as at 30 June 2025 is given below. Capacity shown is the
maximum rated capacity (MCR or nameplate capacity) for each plant, which may differ from the actual
operational capacity in a range of circumstances. For example, typical operational capacity may be
lower in order to manage operational risk or where there are constraints on fluid (geothermal or hydro).
A notable example of this is TCC which has been operationally constrained to ~310MW.
Geothermal
• Te Mihi geothermal power station uses heat from deep inside the earth to generate electricity.
Te Mihi has 155MW of capacity, enough to power over 160,000 Kiwi homes and is located on
the Wairakei geothermal field, northwest of Taupō.
• Wairakei power plant was commissioned in November 1958 and is situated on the Wairakei
geothermal system. Wairākei, the first geothermal plant of its kind in the world, is an iconic
0077961-0000563 SYO1: 2005411343.11 127
symbol of New Zealand’s electricity generation system. The Wairākei A and B stations have
10 steam turbines ranging in size from 4 – 30MW. The station’s nameplate capacity is 124MW.
• Poihipi power station was commissioned in 1997 and was bought by Contact in 2000. It is
situated on the Wairakei geothermal system and is now operated as an integrated part of
Wairakei steamfield. Poihipi has a capacity of 53MW.
• Ohaaki (41MW) geothermal power station was commissioned in 1989. Production wells at
Ohaaki are, on average, 1.2 kilometres deep and reach water temperatures up to 280°C. The
most distinctive feature at Ohaaki is the 105 metre high cooling tower. Using natural
convection, the tower cools the water used to condense the steam as it exits the power turbines.
• Te Huka geothermal power station was commissioned in 2010. It delivers around 27MW to
the grid. At Te Huka power station, electricity is generated through a binary (organic rankine
cycle) process. It was the first power station to be built on the Tauhara geothermal steamfield.
• Tauhara geothermal power station opened in November 2024. At its peak, it can produce up
to 174MW of electricity, enough to power around 200,000 homes. It derives its power from the
world’s largest single shaft geothermal turbine. The biggest blade on the turbine has a diameter
of over three metres long and it spins at 3,000 revolutions per minute – 50 times a second –
with the low-pressure blade tip speed close to the speed of sound.
• Te Huka 3 Contact’s seventh and newest geothermal power station has been operational since
December 2024. It is a 51MW single shaft binary power plant and is located next to the original
Te Huka station. The design of the station allows for full reinjection of CO
2
back to the
geothermal reservoir.
Hydro
• Clyde Dam on Lake Dunstan is the largest concrete gravity dam in New Zealand. There is a
million cubic metres of concrete in the dam with another 200,000 cubic metres in the
powerhouse. The power station can produce 464MW of power from its four turbine generator
units. The Clyde Dam is located on the Clutha River scheme.
• Roxburgh Dam (320MW) is a concrete gravity dam, and with the powerhouse, contains about
half a million cubic metres of concrete, weighing 1.5 million tonnes. The first of Roxburgh’s
eight generators was commissioned almost 70 years ago in 1956. The lake formed by the dam
covers an area of nearly six square kilometres on the Clutha River.
• Hawea Control Gates manage the outflow of Lake Hawea on the Clutha Scheme. Contact
operates a resource consent with 9 metres of operating range, capable of storing up to 290GWh
of water for generation at Clyde and Roxburgh.
Thermal
• Taranaki Combined Cycle (TCC) was commissioned in 1996 at the Stratford Power Station,
Taranaki. It produces 377MW of electricity from a combined cycle unit. It has provided a secure
supply of electricity while the country has been increasing the level of electricity generated
from renewable sources. TCC will be decommissioned at the end of 2025.
• Stratford Peaker Plant is a 202MW, gas fired power station located in Stratford, Taranaki.
Comprising two 101MW units, these fast-start gas peaking units can go from cold start to full
load in 10 minutes. These units can provide short-term energy to the grid during peak periods
and dry-year back-up as required.
0077961-0000563 SYO1: 2005411343.11 128
• Whirinaki Peaker Plant is a 158MW, diesel-fired peaker plant located at Whirinaki in Hawkes
Bay. The plant consists of three open cycle fast-start units and can reach generating capacity
from a cold start in between 20-30 minutes. Built by the government as dry-year support,
Contact purchased the plant in 2011.
• Ahuroa Gas Storage is a gas storage facility in Taranaki, owned and operated by Flex Gas.
Contact has an agreement with Flex Gas to store gas at the Ahuroa Gas Storage facility.
Under Construction
• Te Mihi 2 is a 101MW geothermal power station located on the Wairakei steam field. Once
commissioned in 2027 it will generate 800GWh annually and partially replace the aging
Wairakei Power Station.
• Kōwhai Park is a 168MWp / 275GWh solar farm under construction at Christchurch Airport.
Built under a joint-venture structure with Lightsource BP, Contact holds a 15-year Power
Purchase Agreement for 80 per cent. of the generation output upon completion in 2026. This is
the first solar power station under Contact’s joint venture arrangement with Lightsource BP.
• Glenbrook-Ohurua BESS is a 100MW/ 200MWh grid-scale battery located in South
Auckland. Co-located with New Zealand Steel’s Glenbrook Steelworks, the battery will
provide instantaneous energy and ancillary services to the New Zealand electricity market once
complete in 2026.
Acquisition of Manawa Energy
In July 2025, Contact acquired Manawa under a court approved Scheme of Arrangement (the Scheme),
increasing the size of its generation profile to become the second largest generator of electricity in New
Zealand. The consideration for Manawa included both cash and scrip and totalled ~NZ$2 billion at the
Scheme completion.
Manawa has a portfolio of twenty-five hydroelectric schemes, one thermal power station, and also
operates one irrigation pumping station with a total installed capacity of ~512MW (as described, and
shown on the map, below). Manawa has a 75 per cent. shareholding in King Country Energy (KCE),
and manages KCE’s hydroelectric power stations, which make up five of Manawa’s twenty-five
hydroelectric schemes. In FY25, Manawa’s power stations generated 1.6GWh of electricity, and over
99 per cent. was from renewable sources. Manawa also supplies approximately 550 C&I customers.
Controlled Hydro Schemes
Six of Manawa’s power stations provide intra-day to seasonal flexibility through their controllable
storage; Matahina, Patea & Kaimai in the North Island and Coleridge, Cobb River and Waipori located
across the South Island.
• Matahina – The 86m high earth dam at Matahina is the largest of its type in the North Island
and creates Lake Matahina. Located on the Rangitāiki River, the hydro scheme has operated
since 1967 and generates 290GWh annually through its 80MW capacity.
• Patea – Pātea’s earth fill dam is the fourth highest in New Zealand at 82m. The dam creates
the 46km long Lake Rotorangi, New Zealand’s longest man-made lake. Commissioned in 1984,
the Taranaki-based scheme generates 108GWh through its 33MW capacity.
0077961-0000563 SYO1: 2005411343.11 129
• Kaimai – The Kaimai Power Scheme is located in the Kaimai Ranges west of Tauranga and
was commissioned between 1972 and 1994. The scheme is ‘run of river’ with daily storage and
has a maximum capacity of 42MW generating approximately 169GWh annually.
• Coleridge – Coleridge was built to supply power to Christchurch and construction of the station
and dam began in 1911. It was the New Zealand Government’s first major hydro-electric
generation scheme. Coleridge generates 270GWh annually with 40MW of capacity.
• Cobb River – The Cobb River power station is located in the South Island with 36MW of
capacity generating 190GWh annually on average. It sits in mountainous country in the
Kahurangi National Park. The stored water is at 794 metres in altitude, almost 600 metres above
the power station. This ‘head’ is the greatest of any New Zealand power station enabling power
to be generated by relatively little water.
• Waipori - Waipori means ‘dark water’ which describes how the water is often stained by peat
swamps at the head waters. The Waipori Power Scheme consists of four power stations
(Waipori 1A, 2A, 3 and 4) generating 189GWh annually with 93MW of capacity. Situated in a
steep, rocky gorge, it was first commissioned to power Dunedin and originally had a 3m native
timber dam. The Deep Stream power scheme which generates 23GWh annually with a capacity
of 6MW sits above Waipori and channels water from a deep stream diversion to a storage
reservoir, from which it can be released to Lake Mahinerangi.
Run-of River Schemes
• North Island Schemes – Wheao/Flaxy (28MW), Hinemaiaia (7MW), Esk (4MW), Motukawa
(4MW), Mangorei (5MW).
• South Island Schemes – Branch River (11MW), Waihopai (3MW), Arnold (3MW),
Kumara/Dillmans/Duffers (11MW), Kaniere Forks / McKays Creek (1MW), Wahapo (3MW),
Paerau / Patearoa (13MW).
Irrigation
• Highbank / Montalto – This power scheme has an annual output of 98GWh with a capacity
of 26.5MW. In the summer, priority is given to using the stored water in the scheme for
irrigation rather than power generation.
Thermal
• Bream Bay Peaker – The Bream Bay diesel peaker is the only part of Manawa’s generation
portfolio that is not renewable. It plays an important strategic role in ensuring continuity of
electricity supply in times of high demand. Commissioned in 2011, it has a variable annual
output from its 8MW typical operational capacity.
King Country Energy
• Contact, through its acquisition of Manawa, has a 75 per cent. shareholding in KCE. KCE owns
5 power stations – Mangahao (40MW), Kuratau (6MW), Wairere (4MW), Mokauiti (2MW)
and Piriaka (1MW), which are maintained and operated by Manawa.
0077961-0000563 SYO1: 2005411343.11 130
Contact anticipates synergies following the integration of Manawa – cost synergies of NZ$25-28
million dollars within 18 months (on an exit run-rate basis) and NZ$10-20 million of portfolio benefits
(with NZ$5 million targeted in FY26).
From FY26, Contact expects electricity generation from the combined portfolio to be around 98 per
cent. from renewable sources, under normal hydrological and wind conditions.
Contact’s acquisition of Manawa brings strategic alignment and enables accelerated growth. The
combined pipeline of generation options totals more than 10TWh. A breakdown of Contact and
Manawa’s combined development pipeline is presented below.
Project Capacity
Estimated
output
Expected
online date
Earliest
available
investment
timing /
decision
(2)
(MW)
(1)
(GWh)
Contact
Confirmed
Kōwhai Park Solar ...................... 168 275 2026 –
Glenbrook-Ohurua BESS ........... 100 – 2026 –
Te Mihi Stage 2 .......................... 101 840 2027 –
Assessing
Glorit Solar ................................. 170 280 – FY26
Glenbrook BESS 200
(3)
............... 200
(3)
– – FY26
Southland Wind
(4)
....................... 326 1,210 – FY27
Stratford BESS
(5)
......................... 100 – – FY27
Stratford Solar ............................. 180 300 – FY27
Other solar .................................. 700 1,155 – various
Other wind .................................. 685 2,470 – various
Other geothermal
(6)
..................... TBC ~1TWh – >FY28
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Project Capacity
Estimated
output
Expected
online date
Earliest
available
investment
timing /
decision
(2)
(MW)
(1)
(GWh)
Manawa
Assessing
Argyle 1 & 2 ............................... 80 177 – FY26
Kaipara ........................................ 113 190 – FY27
Huriwaka ..................................... 300 890 – FY27
Hawke’s Bay Airport .................. 45 80 – FY27
Kaihiku (JV)
(7)
............................ 300 1,060 – FY27
Hapuakohe .................................. 230 710 – FY28
Mackenzie Basin ......................... 283 540 – FY28
Ototoka ....................................... 150 530 – FY29
Marlborough Wind ..................... 100 330 – FY29
__________________
(1)
Capacity for solar projects is shown as MWp.
(2)
All available final investment decision timings are to be confirmed.
(3)
Indicative sizing at final investment decision. Consent application filed for 400MW new capacity, providing future optionality.
(4)
Based on 6MW turbines. Turbine size is to be confirmed.
(5)
Capacity of 100MW consented. Preparing to seek consent for additional capacity.
(6)
Reflects uplift in output available from Tauhara Stage 2 and Te Mihi Stage 3 from consented fluid take.
(7)
Kaihiku is a 50:50 joint venture with 300MW total capacity.
ESG Considerations
For the fourth consecutive year, Contact has been included in the Dow Jones Sustainability Index Asia
Pacific, acknowledging Contact’s leadership in sustainability across key areas including environmental
stewardship, social responsibility, and governance excellence.
Environmental
Contact’s long-term goal is to be net zero in generation operations by 2035. Contact continues to invest
in renewable generation to reduce emissions and long-term reliance on fossil fuels. Contact has
increased its output from renewable generation from 52 per cent. in FY12 to 88 per cent. in FY25.
Across the same period, Contact’s scope 1 & 2 greenhouse gas emissions fell from 2213 ktCO2e to 742
ktCO2e.
In its FY25 results presentation, Contact reiterated its commitment to close its remaining baseload gas
generation, the Taranaki Combined Cycle (TCC) at the end of 2025. Contact has secured up to 10PJ
per annum of natural gas from OMV and Greymouth through to 2032 to support customers that continue
to be reliant on gas. This natural gas will also be used to run Contact’s remaining Stratford Peaking
Plant. Contact has also agreed a 50MW Huntly Firming Option which, subject to Commerce
Commission authorisation, will provide a seasonal storage back-up to cover dry year risk.
To manage its impact on biodiversity, Contact conducts extensive tree planting, pest control, and native
fish management programs across its areas of operation. Contact also provides financial support to
several conservation organisations for their work with endangered species.
Contact adheres to all relevant national and regional environmental laws and regulations and undertakes
ongoing measurement and monitoring of impacts on air and water. The company is subject to the
0077961-0000563 SYO1: 2005411343.11 132
Resource Management Act, and all proposed new projects go through a thorough assessment of
potential environmental impacts.
Social
Contact works hard to avoid or mitigate adverse impacts of its operations on local communities. All
sites have tailored community engagement plans, and ongoing support for community wellbeing by
providing financial support and volunteering to numerous local organisations.
Contact’s Tangata Whenua framework supports New Zealand’s indigenous peoples’ aspirations for
social, cultural, and ecological enhancements. Contact’s work with the Wairakei Relationship Group,
Te Ahi Tamou, has delivered positive ecological results across sites of cultural significance.
Contact is focused on ensuring equitable access to energy through its retail products and services. In
FY25, Contact removed disconnection and reconnection fees for non-payment for all customers. More
recently Contact has launched ‘The Good Initiative’ programme to further support customers
experiencing energy hardship and communities in Northland, Gisborne and the central North Island
(with plans to expand to other regions), with NZ$5 million committed this financial year. Contact also
partners with Women’s Refuge and provides free energy and broadband to 70 refuges and safe houses
across New Zealand.
Contact operates a comprehensive Health & Safety Management system to keep employees,
contractors, visitors and the public safe. The company invests significant capital into maintenance and
upgrades to ensure its generation assets are safe and resilient.
A thriving workforce is key to Contact’s success. A range of employee benefits are available and
Contact’s parental leave policy, released in 2023, won the Wellbeing Award at that year’s Energy
Excellence Awards. To grow a diverse pipeline of talent, Contact operates an award-winning graduate
program, in-house online university, and a two-tiered leadership development program. Diversity and
inclusion are a key focus, and Contact has a target of 40:40:20 (men:women:open) for gender balance
across all levels of business. It operates business partnerships and internal employee networks to grow
diversity and increase representation of women, Māori and Pasifika, and the Rainbow+ community.
Governance
Contact’s Board of Directors is responsible for Contact’s overall strategic direction and performance
and for overseeing governance. Contact’s directors bring a breadth of knowledge and experience to the
board, and is comprised of a majority of independent non-executive directors, including the chair. The
Board operates three committees – Audit and Risk, Health, Safety and Environment, and People – and
Board performance is regularly reviewed.
Contact’s leadership team implements the strategy approved by the Board, managing the day-to-day
operations, people and resources. The CEO and executive team’s remuneration includes Short Term
Incentives and Long-Term Incentives, both of which are linked to their management of the organisation
and its impacts on the economy, environment, and people.
Contact has a full suite of corporate policies on responsible business conduct, including a
whistleblowing mechanism for the reporting of serious misconduct. Contact’s Code of Conduct covers
topics such as anti-bribery and corruption, gifts and hospitality, and conflicts of interest. Contact’s
processes and policies for risk mitigation, long-term value creation, and safeguarding reputation are
healthy and effective, as indicated by its ‘strong’ rating of 75.4 on Morningstar Analytics ESG Risk
Rating for corporate governance.
Contact’s key ESG initiatives, indicators and targets are provided below:
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0077961-0000563 SYO1: 2005411343.11 134
Management
Board
Contact’s Board is responsible for overseeing governance, strategic direction and performance.
Contact’s directors bring a breadth of knowledge and experience to the board.
The table below sets out the members of the Board as at the date of this Offering Circular.
Name Position
Rob McDonald .................................................... Independent Non-Executive Chair
Sandra Broad ....................................................... Independent Non-Executive Director
David Smol ......................................................... Independent Non-Executive Director
Jon Macdonald .................................................... Independent Non-Executive Director
Rukumoana Schaafhausen .................................. Independent Non-Executive Director
David Gibson ...................................................... Independent Non-Executive Director
Deion Campbell .................................................. Non-Independent Non-Executive Director
Rob McDonald’s finance career spans over 30 years, having worked overseas before joining Coopers
and Lybrand in the corporate advisory and valuations practice in 1985. He is the chair of Vero New
Zealand Insurance Limited/Vero Liability Insurance Limited, a member of the University of Auckland
Council, a director of FleetPartners Group Limited and was previously the chief financial officer with
Air New Zealand. He is a former board member of Fletcher Building Limited, Chartered Accountants
Australia and New Zealand, the Institute of Finance Professionals New Zealand Inc., and AIA Limited,
and the former vice chairman of the IATA Financial Committee. Rob has a Bachelor of Commerce
from Auckland University and in 1999 completed the Program of Management Development at Harvard
Business School. He is a Fellow of Chartered Accountants Australia and New Zealand.
Sandra Broad is based in Melbourne and currently sits on the boards of Fletcher Building Limited,
Snowy Hydro Limited and OceanaGold corporation. She has more than 30 years’ experience as a senior
leader in complex infrastructure business in Australia, New Zealand and Asia. Until recently Sandra led
the infrastructure sector team at Broadspectrum. Sandra holds a Bachelor of Commerce from the
University of Otago and is a fellow of Chartered Accountants Australia and New Zealand.
David Smol has over 35 years of work experience, including in the energy sector in the UK and New
Zealand, for Conoco UK Limited, Electricity Corporation and ILEX Energy Consulting. He was part
of the Contact establishment team in 1995-1996 and a member of the team that developed the rules for
the New Zealand electricity market. In 2008 David was appointed as chief executive of Ministry of
Economic Development and, from 2012-2017 was the inaugural chief executive of the Ministry of
Business, Innovation and Employment, following the merger of four government departments. David
is currently Chair of the Earth Science Institute and a board member of The Co-operative Bank Limited
and Waka Kotahi NZ Transport Agency. David has an M-Phil in economics from Cambridge University
and was made a Companion of the Queen’s Service Order in 2018.
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Jon Macdonald was CEO for the Trade Me Group for 11 years. Prior to joining Trade Me, Jon worked
in London for HSBC Investment Bank in a variety of technical and management positions, and has
worked for Deloitte Consulting with a focus on telecommunications and financial services. Jon is the
Chair of Sharesies Group Limited, is also a director of several other companies including Mitre 10 New
Zealand, Trade Me Group (through Titan Parent NZ Ltd) and Kiwibank Limited. Jon has a background
in engineering and technology. He has a Bachelor of Electrical Engineering (Honours) from the
University of Canterbury.
Rukumoana Schaafhausen is of Ngāti Haua descent and is based in Auckland. She is a Board Member
of Tainui Group Holdings, a director of Watercare Services Limited, a trustee of Pathfinder Aset
Management Limited and is currently serving across a number of Iwi, community, private and public
organisations in governance roles including Tindall Foundation, and The Kings Trust. Previously, she
was a director at Genesis Energy and has received the Sir Peter Blake Award and the US embassy
Wahine Toa Award for Leadership. Rukumoana is a commercial and property lawyer and holds a
Bachelor of Laws.
David Gibson has over 20 years’ investment banking experience, including as Co-Head of Investment
Banking in New Zealand for Deutsche Bank and Deutsche Craigs where he completed a number of
New Zealand’s largest M&A and equity transactions, including within the energy sector. He is currently
Deputy Chair of Goodman (NZ) Limited and a Director of Freightways Group Limited. He is a former
director of Trustpower. David holds a Bachelor of Laws (Honours) and Bachelor of Commerce from
the University of Canterbury.
Deion Campbell was the Chair and a non-executive director of Manawa prior to acquisition. He has
more than 30 years’ experience in energy infrastructure, project delivery and leadership, including as
an Operating Partner with HRL Morrison & Co. Deion is the former CEO of Tilt Renewables, and prior
to this spent 15 years in the generation division of Manawa (then Trustpower). Deion is also a director
of Origin Energy Limited and Longroad Energy Holdings. He holds a Bachelor of Electrical
Engineering (Honours) and a Master in Electrical Engineering from the University of Canterbury. He
is also a Fellow of Engineering NZ and a Chartered Company Director.
Leadership Team
Contact’s leadership team (the Leadership Team) implements the strategy approved by the Board,
managing the day-to-day operations, people and resources.
The table below sets out the members of the Leadership Team as at the date of this Offering Circular.
Name Position
Mike Fuge ........................................................... Chief Executive Officer
Matt Forbes ......................................................... Chief Financial Officer
Chris Abbott ........................................................ Chief Corporate Affairs Officer
Jan Bibby ............................................................ Chief People Experience Officer
Matt Bolton ......................................................... Integration Director
John Clark ........................................................... Chief Generation Officer
Dorian Devers ..................................................... Chief Renewable Growth Officer
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Tighe Wall .......................................................... Chief Technology Officer
Carolyn Luey ...................................................... Chief Retail Officer
Mike Fuge has led Contact as CEO since 2020, bringing extensive global experience in energy
leadership. His career spans leadership roles with Shell International, Genesis Energy, Pacific Hydro,
and NZ Refining; covering operations across New Zealand, Australia, the UK, and Asia. At Contact,
Mike has driven a bold transformation, positioning the company as a leader in renewable energy and
decarbonisation. During his time with Contact, the company has committed more than $2 billion to
critical infrastructure builds. This includes the expansion of geothermal generation operations and
advancing wind and solar development options. Under his leadership, Contact has achieved strong
financial growth, including a 41 per cent. increase in net profit and a 20 per cent. rise in revenue in
2025. Mike has championed sustainability, customer growth, and regional development. His strategic
vision continues to guide Contact’s role in New Zealand’s transition to a low-carbon future.
Matt Forbes was appointed to the role of Chief Financial Officer in May 2025. Since joining Contact
in 2010, he has held leadership roles across corporate finance, investor relations, and M&A, playing a
key role in delivering the Contact’s renewable energy strategy. His work has included leading over $2
billion in equity and green bond funding and shaping Contact’s acquisition of Manawa. Matt has over
20 years’ experience across corporate finance, capital markets, strategy, and risk – spanning both New
Zealand and South Africa. A chartered accountant, Matt is known for his collaborative approach, trusted
stakeholder relationships, and ability to align capital with strategy.
Chris Abbott was appointed Chief Corporate Affairs Officer at Contact Energy in December 2021,
after joining the company in 2019 as General Manager of Regulatory Affairs. With a strong background
in regulation, economics, and public policy, Chris has held senior roles across the telecommunications
and finance sectors in both New Zealand and the UK. He brings strategic leadership to Contact’s
external relations, regulatory engagement, and corporate reputation and plays a key role in advancing
Contact’s stakeholder and sustainability goals. Chris holds a Master of Commerce from University of
Auckland, and is a member of the Institute of Directors in New Zealand.
Jan Bibby was appointed as Chief People Experience Officer in November 2019 and is responsible for
Contact’s People and Safety team. Jan joined Contact from Vodafone where she held HR and
Organisation Effectiveness roles both in New Zealand and the UK. She is skilled at leading
transformational change and developing and implementing people and culture strategies. Jan combines
experience in both HR and commercial sales and marketing, which enables her to look at the business
in a holistic manner and bring the commercial and financial aspects to bear on key organisational
decisions.
Matt Bolton has been with Contact since 2009 and was appointed as Integration Director in 2024. Prior
to this, Matt worked across several senior roles in finance and operations, before moving into the retail
team in 2014 heading up Contact’s LPG and Commercial & Industrial divisions, before being appointed
as Contact’s Chief Retail Officer in 2021. Prior to joining Contact Matt held senior finance roles in
financial services in the UK, following a five-year career with Deloitte in New Zealand.
John Clark joined Contact in October 2018 as Head of Geothermal Generation and joined the
Leadership Team in February 2022, as Chief Generation Officer. John has had a broad career spanning
mining and exploration, technical support and sales for heavy manufacturing industry as well as law
enforcement, which included 6 months peacekeeping in the Solomon Islands. John then entered the
generation industry specialising in Geothermal Geoscience. John is a qualified Geologist with a Masters
in Science (Geothermal) as well as having completed an MBA.
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Dorian Devers was appointed to the role of Chief Renewable Growth Officer in January 2025. He
joined Contact in December 2018 as Contact’s Chief Financial Officer. Dorian is experienced in
business transformations having led successful turnarounds of businesses in both the UK and South
Africa. He has successfully delivered several acquisitions including ones in the Australian and New
Zealand energy sector. He has governance experience, having served on the Board of Afrox, a publicly
listed company, and the largest industrial gases business in Africa, as well as being a previous board
member of Liquigas, a New Zealand LPG infrastructure business.
Tighe Wall joined Contact in February 2020 to lead Contact’s mission to become the most digital
energy company in New Zealand. In November 2024, Tighe was appointed to the role of Chief
Technology Officer. It is Tighe’s passion for the environment and drive for decarbonisation that lured
him to the energy industry, starting at one of Europe’s largest energy companies, E.ON SE in Germany,
where he led the group digital transformation programme. Prior to joining the energy industry, Tighe
helped transform multi-nationals and large government agencies in Europe and the US as a leader in
IBM’s consulting organisation.
Carolyn Luey joined Contact in July 2025 as Chief Retail Officer. Carolyn has extensive strategic
leadership experience from several New Zealand organisations within the telecommunications,
technology and media sectors. As a highly respected leader and accomplished customer officer, she
brings a fresh approach as Contact delivers New Zealand’s renewable energy transition and plays a part
ensuring energy security for the thousands of Kiwi households Contact connects with.
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Taxation
NEW ZEALAND TAXATION SUMMARY
The following is a summary of the New Zealand withholding taxation treatment at the date hereof in
relation to payments of principal and interest in respect of the Notes. The comments do not deal with
other tax aspects of acquiring, holding or disposing of Notes. The following is a general guide and
should be treated with appropriate caution. All persons contemplating acquiring Notes should consult
a professional adviser as to the tax consequences (including withholding tax consequences) relating to
the acquisition, retention and disposition of the Notes.
New Zealand resident withholding tax
To the extent New Zealand law requires, a deduction on account of New Zealand resident withholding
tax will be made from a payment of interest (as defined for New Zealand tax purposes) in respect of a
Note or Coupon where:
(a) the Noteholder, Couponholder or beneficial owner of a Note or Coupon is:
(i) a resident of New Zealand for New Zealand tax purposes;
(ii) a registered bank (as defined for New Zealand tax purposes) that is engaged in business
in New Zealand through a fixed establishment (as defined for New Zealand tax
purposes) in New Zealand and is not an associated person of the Issuer; or
(iii) not resident in New Zealand for New Zealand tax purposes but holds the relevant Note
or Coupon for the purposes of a business they carry on in New Zealand through a fixed
establishment in New Zealand,
(each, a New Zealand Owner); and
(b) at the time of such payment the New Zealand Owner does not have RWT-exempt status (as
defined for New Zealand tax purposes) for New Zealand resident withholding tax purposes.
Within 21 days of acquiring (or becoming beneficial owner of) a Note or Coupon, or prior to any Interest
Payment Date or Maturity Date in respect of that Note or Coupon (as applicable, and whichever is the
earliest date), any New Zealand Owner must:
(a) notify the Issuer and the Paying Agent:
(i) that the New Zealand Owner is a Noteholder, Couponholder or beneficial owner in
respect of that Note or Coupon, as applicable; and
(ii) whether it derives interest under a Note or Coupon jointly with any other person;
(b) notify the Issuer and the Paying Agent of any circumstances, and provide the Issuer and the
Paying Agent with its New Zealand tax file number and any information (including satisfactory
evidence that it has RWT-exempt status (as defined for New Zealand tax purposes)), that may
enable the Issuer to make the payment of interest to the New Zealand Owner without deduction
on account of New Zealand resident withholding tax; and
(c) if that New Zealand Owner’s circumstances change, prior to the next occurring Interest
Payment Date or Maturity Date in respect of that Note or Coupon (as applicable, and whichever
0077961-0000563 SYO1: 2005411343.11 139
is the earlier date) notify the Issuer and the Paying Agent of those changes that could affect the
Issuer’s withholding, deduction or payment obligations in respect of that Note or Coupon.
Under the terms of the Notes, the Issuer is not obliged to make any additional payments where a
deduction on account of resident withholding tax is made or required.
New Zealand non-resident withholding tax
In respect of any Note or Coupon not held by a New Zealand Owner (Non-New Zealand Owner), New
Zealand law requires a deduction on account of New Zealand non-resident withholding tax from the
payment of interest in respect of such Note or Coupon, as applicable. Where such deduction is required,
the Issuer intends (for so long as it does not incur any increased cost or detriment from so doing and is
legally able to do so) to reduce the applicable rate of non-resident withholding tax to zero per cent. by
registering the Programme with the New Zealand Inland Revenue and paying, on its own account, an
approved issuer levy equal to two per cent. of the relevant interest payment.
Where interest is paid in respect of a Note or Coupon and the holder of that Note or Coupon:
(a) is a Non-New Zealand Owner; and
(b) is associated (as defined for New Zealand tax purposes) with the Issuer, or derives such interest
jointly with one or more persons and one or more of those persons is a New Zealand resident
for New Zealand income tax purposes,
the approved issuer regime will not apply to reduce the rate of non-resident withholding tax to nil in
respect of interest paid to the Non-New Zealand Owner. In the case of a Non-New Zealand Owner who
is associated with the Issuer, the rate of New Zealand non-resident withholding tax (subject to any
applicable double tax treaty) is 15 per cent.. In the case of a Non-New Zealand Owner who derives
interest under a Note or Coupon jointly with one or more persons and one or more of those persons is
resident in New Zealand for income tax purposes (subject to any applicable double tax treaty) the New
Zealand non-resident withholding tax imposed will equate to the applicable rate of New Zealand
resident withholding tax.
Taxation indemnity
By accepting payment of the full-face amount of any Note or any interest thereon or other amounts in
respect thereof, including in respect of any Coupon, on any Interest Payment Date or the Maturity Date:
(a) a New Zealand Owner agrees to indemnify the Issuer for all purposes in respect of any liability
that the Issuer may incur for not deducting any amount from such payment on account of New
Zealand resident withholding tax; and
(b) in the case of a Non-New Zealand Owner who derives interest jointly with one or more persons
and one or more of those persons is tax resident in New Zealand, such Non-New Zealand Owner
agrees to indemnify the Issuer for all purposes in respect of any liability that the Issuer may
incur for not deducting any amount from such payment on account of New Zealand non-
resident withholding tax applicable to such Non-New Zealand Owner.
Other taxes
No stamp, registration, documentary or other similar tax is payable in New Zealand in respect of the
issue of Notes or in relation to any enforcement proceedings in respect of the Notes brought in the
Courts of New Zealand.
0077961-0000563 SYO1: 2005411343.11 140
FOREIGN ACCOUNT TAX COMPLIANCE ACT WITHHOLDING
Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA,
a foreign financial institution (as defined by FATCA) may be required to withhold on certain payments
it makes (foreign passthru payments) to persons that fail to meet certain certification, reporting or
related requirements. The Issuer may be a foreign financial institution for these purposes. A number of
jurisdictions (including New Zealand) have entered into, or have agreed in substance to,
intergovernmental agreements with the United States to implement FATCA (IGAs), which modify the
way in which FATCA applies in their jurisdictions. Under the provisions of IGAs as currently in effect,
a foreign financial institution in an IGA jurisdiction would generally not be required to withhold under
FATCA or an IGA from payments that it makes. Certain aspects of the application of the FATCA
provisions and IGAs to instruments such as Notes, including whether withholding would ever be
required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, are
uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or
an IGA with respect to payments on instruments such as the Notes, such withholding would not apply
prior to the date that is two years after the date on which final regulations defining foreign passthru
payments are published in the U.S. Federal Register and Notes characterised as debt (or which are not
otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on
or prior to the date that is six months after the date on which final regulations defining foreign passthru
payments are published generally would be “grandfathered” for purposes of FATCA withholding unless
materially modified after such date (including by reason of a substitution of the Issuer). Holders should
consult their own tax advisers regarding how these rules may apply to their investment in Notes. In the
event any withholding would be required pursuant to FATCA or an IGA with respect to payments on
the Notes, no person will be required to pay additional amounts as a result of the withholding.
0077961-0000563 SYO1: 2005411343.11 141
Subscription and Sale
The Arranger and Dealers have, in a programme agreement (such programme agreement as may be
modified and/or amended and/or supplemented and/or restated from time to time, the Programme
Agreement) dated 7 October 2025, agreed with the Issuer a basis upon which they or any of them may
from time to time agree to purchase Notes. Any such agreement will extend to those matters stated
under “Form of the Notes” and “Terms and Conditions of the Notes”. In the Programme Agreement,
the Issuer has agreed to reimburse the Dealers for certain of their expenses in connection with the
establishment and any future update of the Programme and the issue of Notes under the Programme and
to indemnify the Dealers against certain liabilities incurred by them in connection therewith. The
Programme Agreement entitles the Dealers to terminate any agreement that they make to subscribe for
Notes in certain circumstances prior to payment for such Notes being made to the Issuer.
The Issuer may also from time to time agree with the relevant Dealer(s) that the Issuer may pay certain
third party commissions.
The Dealers and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial
advisory, investment management, principal investment, hedging, financing and brokerage activities
(Banking Services or Transactions). The Dealers and their respective affiliates may have, from time
to time, performed, and may in the future perform, various Banking Services and/or Transactions with
the Issuer for which they have received, or will receive, fees and expenses.
In connection with any offering of Notes, the relevant Dealers and/or their respective affiliates may
place orders, receive allocations and purchase Notes for their own account (without a view to
distributing such Notes). Such entities may hold or sell such Notes or purchase further Notes for their
own account in the secondary market or deal in any other securities of the Issuer, and therefore, they
may offer or sell the Notes or other securities otherwise than in connection with the offering.
Accordingly, references herein to the Notes being “offered” should be read as including any offering of
Notes to the relevant Dealer and/or their respective affiliates for their own account. Such entities are
not expected to disclose such transactions or the extent of any such investment, otherwise than in
accordance with any legal or regulatory obligation to do so. The Issuer and any relevant Dealers are
under no obligation to disclose the extent of the distribution of any Notes amongst individual investors.
In the ordinary course of their various business activities, the Dealers and their respective affiliates may
make or hold a broad array of investments and actively trade debt and equity securities (or related
derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or its affiliates. Certain of the Dealers or their affiliates that have a lending
relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their
customary risk management policies. Typically, such Dealers and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or
the creation of short positions in securities, including potentially the Notes issued under the Programme.
Such investment and securities activities may involve securities and instruments of the Issuer, including
Notes and could adversely affect the trading prices of Notes. The Dealers and their affiliates may also
make investment recommendations and/or publish or express independent research views (positive or
negative) in respect of Notes or other financial instruments of the Issuer, and may hold, or recommend
to their clients that they acquire, long and/or short positions in Notes or such other financial instruments.
United States
The Notes have not been and will not be registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States and the Notes may not be offered or sold within the
0077961-0000563 SYO1: 2005411343.11 142
United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt
from or not subject to the registration requirements of the Securities Act.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or
delivered within the United States or its possessions or to a United States person, except in certain
transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings
given to them by the U.S. Internal Revenue Code of 1986, and Treasury Regulations promulgated
thereunder. The applicable Pricing Supplement will identify whether TEFRA C rules or TEFRA D rules
apply or whether TEFRA is not applicable.
Each Dealer has represented and agreed that, and each further Dealer appointed under the Programme
will be required to represent and agree that, except as permitted by the Programme Agreement, it has
not offered or sold, and will not offer, sell or, in the case of notes in bearer form, deliver Notes (i) as
part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution
of an identifiable tranche of which such Notes are a part, within the United States or to, or for the
account or benefit of, U.S. persons, except in accordance with Regulation S. Each Dealer has further
agreed, and each further Dealer appointed under the Programme will be required to agree, that it will
send to each dealer to which it sells Notes during the distribution compliance period a confirmation or
other notice setting forth the restrictions on offers and sales of the Notes within the United States or to,
or for the account or benefit of, U.S. persons.
Accordingly, the Notes are being offered and sold outside the United States to non-U.S. persons in
reliance on Regulation S.
Until 40 days after the commencement of the offering of any identifiable tranche of Notes, an offer or
sale of Notes within the United States by any dealer (whether or not participating in the offering) may
violate the registration requirements of the Securities Act if such offer or sale is made otherwise than
in accordance with an available exemption from registration under the Securities Act.
Terms used in this section have the meanings given to them by Regulation S.
Prohibition of Sales to EEA Retail Investors
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will
be required to represent and agree, that it has not offered, sold or otherwise made available and will not
offer, sell or otherwise make available any Notes, which are the subject of the offering contemplated
by this Offering Circular as completed by the applicable Pricing Supplement in relation thereto, to any
retail investor in the EEA. For the purposes of this provision, the expression retail investor means a
person who is one (or more) of the following:
(a) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(b) 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.
United Kingdom
Prohibition of sales to UK Retail Investors
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will
be required to represent and agree, that it has not offered, sold or otherwise made available and will not
offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by
this Offering Circular as completed by the applicable Pricing Supplement in relation thereto to any retail
0077961-0000563 SYO1: 2005411343.11 143
investor in the UK. For the purposes of this provision, the expression retail investor means a person
who is one (or more) of the following:
(a) 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
(b) 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 UK MiFIR.
Other regulatory restrictions
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will
be required to represent and agree, that:
(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose
ordinary activities involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not
offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or as agent) for the purposes of
their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses where the issue of the
Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;
(b) it has only communicated or caused to be communicated and will only communicate or cause
to be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any
Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to any Notes in, from or otherwise involving the UK.
Australia
No “prospectus” or other “disclosure document” (each as defined in the Australian Corporations Act)
in relation to the Programme or any Notes has been or will be lodged with the Australian Securities and
Investments Commission (ASIC). Each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and agree, that it:
(a) has not (directly or indirectly) offered, and will not offer for issue or sale and has not invited,
and will not invite, applications for issue, or offers to purchase, the Notes in, to or from
Australia (including an offer or invitation which is received by a person in Australia); and
(b) has not distributed or published, and will not distribute or publish, any offering circular or any
other offering material or advertisement relating to the Notes in Australia,
unless:
(i) the aggregate consideration payable for such Notes on acceptance of the offer or invitation by
the person to whom the relevant offer or invitation is made, is at least A$500,000 or its
equivalent in any other currency (calculated in accordance with both section 708(9) of the
Australian Corporations Act and regulation 7.1.18 of the Corporations Regulations 2001 (Cth))
or the offer or invitation otherwise does not require disclosure in accordance with Parts 6D.2
or 7.9 of the Australian Corporations Act;
0077961-0000563 SYO1: 2005411343.11 144
(ii) the offer or invitation is not made to a person who is a “retail client” within the meaning of
section 761G of the Australian Corporations Act;
(iii) the offer or invitation complies with all other applicable Australian laws, regulations and
directives; and
(iv) such action does not require any document to be lodged with ASIC or any successor entity
thereto.
New Zealand
This programme is a wholesale programme. No action has been taken to permit the Notes to be directly
or indirectly offered, sold or delivered to any retail investor, or otherwise under any regulated offer, in
terms of the Financial Markets Conduct Act 2013 of New Zealand (FMC Act). In particular, no product
disclosure statement or any other disclosure document under the FMC Act has been or will be prepared
or lodged in New Zealand in relation to the Notes.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will
be required to represent and agree, that: (1) it has not directly or indirectly offered, sold or delivered
and will not directly or indirectly offer, sell or deliver any Note; and (2) it has not distributed and will
not distribute any offering circular or advertisement in relation to any offer of Notes, in New Zealand
other than to “wholesale investors” within the meaning of clauses 3(2)(a), (c) and (d) of Schedule 1 to
the FMC Act, being a person who is:
(a) an “investment business”;
(b) “large”; or
(c) a “government agency”,
in each case as defined in Schedule 1 to the FMC Act. For the avoidance of doubt, the Notes may not
be directly or indirectly offered, sold or delivered to among others, any “eligible investors” (as defined
in clause 41 of Schedule 1 to the FMC Act) or to any person who, under clause 3(2)(b) of Schedule 1
to the FMC Act, meets the investment activity criteria specified in clause 38 of Schedule 1 to the FMC
Act.
In addition, no person may publish or distribute any offering material or advertisement (as defined in
the FMC Act) in relation to any offer of the Notes in New Zealand other than to such permitted persons
as referred to above.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will
be required to represent and agree, that it has not directly or indirectly offered or transferred, and will
not directly or indirectly offer or transfer, any Notes or Coupons to persons whom it believes to be:
(i) a resident of New Zealand for New Zealand tax purposes;
(ii) a registered bank (as defined for New Zealand tax purposes) engaged in business in New
Zealand through a fixed establishment (as defined for New Zealand tax purposes) in New
Zealand and is not an associated person of the Issuer; or
(iii) not resident in New Zealand for New Zealand tax purposes but holds the relevant Note or
Coupon for the purposes of a business they carry on in New Zealand through a fixed
establishment in New Zealand,
0077961-0000563 SYO1: 2005411343.11 145
unless such persons certify that they have RWT-exempt status (as defined for New Zealand tax
purposes) for New Zealand resident withholding tax purposes and provide a New Zealand tax file
number to such Dealer (in which event the Dealer shall provide details thereof to the Issuer and the
Paying Agent).
Singapore
Unless the applicable Pricing Supplement in respect of any Notes specifies “Singapore Sales to
Institutional Investors and Accredited Investors only” as “Not Applicable”, each Dealer has
acknowledged, and each further Dealer appointed under the Programme will be required to
acknowledge, that this Offering Circular has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and agree, that it has not offered or sold
any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and
will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription
or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular
or any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the Notes, 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.
If the applicable Pricing Supplement in respect of any Notes specifies “Singapore Sales to Institutional
Investors and Accredited Investors only” as “Not Applicable”, each Dealer has acknowledged, and each
further Dealer appointed under the Programme will be required to acknowledge, that this Offering
Circular has not been and will not be registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, each Dealer has represented and agreed, and each further Dealer appointed
under the Programme will be required to represent and agree, that that it has not offered or sold any
Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will
not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or
purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular
or any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the Notes, 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;
(b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the
SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA; or
(c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA.
Japan
The Notes 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). Accordingly, each Dealer has represented and
agreed, and each further Dealer appointed under the Programme will be required to represent and agree,
that it has not, directly or indirectly, offered or sold and will not offer or sell any Notes, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5,
0077961-0000563 SYO1: 2005411343.11 146
Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as
amended)), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit
of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial
guidelines of Japan.
Hong Kong
In relation to each Tranche of Notes issued by the Issuer, each Dealer has represented and agreed, and
each further Dealer appointed under the Programme will be required to represent and agree that:
(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,
any Notes other than (i) 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 (ii) in other
circumstances which do not result in the document being a “prospectus” as defined in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong
(the C(WUMP)O) or which do not constitute an offer to the public within the meaning of the
C(WUMP)O; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in
its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the Notes, 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 Notes 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.
The Republic of Italy
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will
be required to represent and agree, that the offering of the Notes has not been registered pursuant to
Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may
copies of this Offering Circular, any applicable Pricing Supplement or of any other document relating
to the Notes be distributed, in the Republic of Italy, except:
(a) to qualified investors (investitori qualificati), as defined pursuant to Article 2 of the Prospectus
Regulation and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as
amended (the Financial Services Act) and Italian Commissione Nazionale per le Società e la
Borsa (CONSOB) regulations; or
(b) in other circumstances which are exempted from the rules on public offerings pursuant to
Article 1 of the Prospectus Regulation, Article 34-ter of CONSOB Regulation No. 11971 of 14
May 1999, as amended from time to time, and the applicable Italian laws.
Any offer, sale or delivery of the Notes or distribution of copies of this Offering Circular, any applicable
Pricing Supplement or any other document relating to the Notes in the Republic of Italy under (a) or (b)
above must:
(i) be made by an investment firm, bank or financial intermediary permitted to conduct such
activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018 (as amended from time to time) and Legislative
Decree No. 385 of 1 September 1993, as amended (the Banking Act); and
0077961-0000563 SYO1: 2005411343.11 147
(ii) comply with any other applicable laws and regulations or requirement imposed by CONSOB,
the Bank of Italy (including the reporting requirements, where applicable, pursuant to
Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as
amended from time to time) and/or any other Italian authority.
Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject
to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Circular (including any supplement or amendment
thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Switzerland
(a) Each Dealer has represented and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that, subject to paragraph (b) below:
(A) the Notes may not be publicly offered, directly or indirectly, in Switzerland within the
meaning of the Swiss Financial Services Act of 15 June 2018, amended (the FinSA)
and will not be admitted to trading on a trading venue (exchange or multilateral trading
facility) in Switzerland;
(B) neither this Offering Circular nor any Pricing Supplement nor any other offering or
marketing material relating to any Notes (x) constitutes a prospectus as such term is
understood pursuant to the FinSA or (y) has been or will be filed with or approved by
a Swiss review body within the meaning of article 52 of the FinSA; and
(C) neither this Offering Circular nor any Pricing Supplement nor any other offering or
marketing material relating to any Notes may be publicly distributed or otherwise made
publicly available in Switzerland.
(b) Notwithstanding paragraph (a) above, in respect of any Tranche of Notes to be issued, the Issuer
and the relevant Dealers may agree that (x) such Notes may be publicly offered in Switzerland
within the meaning of the FinSA and/or (y) an application will be made by (or on behalf of) the
Issuer to admit such Notes to trading on a trading venue (exchange or multilateral trading
facility) in Switzerland, provided that (i) the Issuer is able to rely, and is relying, on an
exemption from the requirement to prepare and publish a prospectus under the FinSA in
connection with such public offer and/or application for admission to trading, (ii) in the case of
any such public offer, the relevant Dealers have agreed to comply with any restrictions
applicable to the offer and sale of such Notes that must be complied with in order for the Issuer
to rely on such exemption, and (iii) the applicable Pricing Supplement will specify that such
Notes may publicly offered in Switzerland within the meaning of the FinSA and/or the trading
venue in Switzerland to which an application will be made by (or on behalf of) the Issuer to
admit such Notes to trading thereon.
0077961-0000563 SYO1: 2005411343.11 148
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will
be required to represent and agree, that (i) no key or basic information document
(Basisinformationsblatt) pursuant to article 58 (1) FinSA (or any equivalent document under the FinSA)
has been or will be prepared in relation to any Notes and (ii) therefore, any Notes with a derivative
character within the meaning of article 86 (2) of the Swiss Financial Services Ordinance of 6 November
2019, as amended, may not be offered or recommended to private clients within the meaning of the
FinSA in Switzerland.
General
Each Dealer has agreed and each further Dealer appointed under the Programme will be required to
agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and
regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses
or distributes this Offering Circular and will obtain any consent, approval or permission required by it
for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and
none of the Issuer, any other Dealer or the Agents shall have any responsibility therefore.
None of the Issuer or any of the Dealers represents that Notes may at any time lawfully be sold in
compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to
any exemption available thereunder, or assumes any responsibility for facilitating any such sale.
With regard to each Tranche, the relevant Dealer will be required to comply with any additional
restrictions agreed between the Issuer and the relevant Dealer and set out in the applicable Pricing
Supplement.
Important Notice to CMIs (including private banks)
This notice to CMIs (including private banks) is a summary of certain obligations the SFC Code
imposes on CMIs, which require the attention and cooperation of other CMIs (including private banks).
Certain CMIs may also be acting as OCs for the relevant CMI Offering and are subject to additional
requirements under the SFC Code. The application of these obligations will depend on the role(s)
undertaken by the relevant Dealer(s) in respect of each CMI Offering.
Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or
its group companies would be considered under the SFC Code as having an Association with the Issuer,
the CMI or the relevant group company. CMIs should specifically disclose whether their investor clients
have any Association when submitting orders for the relevant Notes. In addition, private banks should
take all reasonable steps to identify whether their investor clients may have any Associations with the
Issuer or any CMI (including its group companies) and inform the relevant Dealers accordingly.
CMIs are informed that, unless otherwise notified, the marketing and investor targeting strategy for the
relevant CMI Offering includes institutional investors, sovereign wealth funds, pension funds, hedge
funds, family offices and high net worth individuals, in each case, subject to the selling restrictions and
any MiFID II product governance language or any UK MiFIR product governance language set out
elsewhere in this Offering Circular and/or the applicable Pricing Supplement.
CMIs should ensure that orders placed are bona fide, are not inflated and do not constitute duplicated
orders (i.e., two or more corresponding or identical orders placed via two or more CMIs). CMIs should
enquire with their investor clients regarding any orders which appear unusual or irregular. CMIs should
disclose the identities of all investors when submitting orders for the relevant Notes (except for omnibus
orders where underlying investor information may need to be provided to any OCs when submitting
orders). Failure to provide underlying investor information for omnibus orders, where required to do
so, may result in that order being rejected. CMIs should not place “X-orders” into the order book.
0077961-0000563 SYO1: 2005411343.11 149
CMIs should segregate and clearly identify their own proprietary orders (and those of their group
companies, including private banks as the case may be) in the order book and book messages.
CMIs (including private banks) should not offer any rebates to prospective investors or pass on any
rebates provided by the Issuer. In addition, CMIs (including private banks) should not enter into
arrangements which may result in prospective investors paying different prices for the relevant Notes.
CMIs are informed that a private bank rebate may be payable as stated above and in the applicable
Pricing Supplement, or otherwise notified to prospective investors.
The SFC Code requires that a CMI disclose complete and accurate information in a timely manner on
the status of the order book and other relevant information it receives to targeted investors for them to
make an informed decision. In order to do this, those Dealers in control of the order book should
consider disclosing order book updates to all CMIs.
When placing an order for the relevant Notes, private banks should disclose, at the same time, if such
order is placed other than on a “principal” basis (whereby it is deploying its own balance sheet for
onward selling to investors). Private banks who do not provide such disclosure are hereby deemed to
be placing their order on such a “principal” basis. Otherwise, such order may be considered to be an
omnibus order pursuant to the SFC Code. Private banks should be aware that placing an order on a
“principal” basis may require the relevant affiliated Dealer(s) (if any) to categorise it as a proprietary
order and apply the “proprietary orders” requirements of the SFC Code to such order and will result in
that private bank not being entitled to, and not being paid, any rebate.
In relation to omnibus orders, when submitting such orders, CMIs (including private banks) that are
subject to the SFC Code should disclose underlying investor information in respect of each order
constituting the relevant omnibus order (failure to provide such information may result in that order
being rejected). Underlying investor information in relation to omnibus orders should consist of:
• the name of each underlying investor;
• a unique identification number for each investor;
• whether an underlying investor has any “Associations” (as used in the SFC Code);
• whether any underlying investor order is a “Proprietary Order” (as used in the SFC Code); and
• whether any underlying investor order is a duplicate order.
Underlying investor information in relation to omnibus order should be sent to the Dealers named in
the applicable Pricing Supplement.
To the extent information being disclosed by CMIs and investors is personal and/or confidential in
nature, CMIs (including private banks) agree and warrant: (A) to take appropriate steps to safeguard the
transmission of such information to any OCs; and (B) that they have obtained the necessary consents
from the underlying investors to disclose such information to any OCs. By submitting an order and
providing such information to any OCs, each CMI (including private banks) further warrants that they
and the underlying investors have understood and consented to the collection, disclosure, use and
transfer of such information by any OCs and/or any other third parties as may be required by the SFC
Code, including to the Issuer, relevant regulators and/or any other third parties as may be required by
the SFC Code, for the purpose of complying with the SFC Code, during the bookbuilding process for
the relevant CMI Offering. CMIs that receive such underlying investor information are reminded that
such information should be used only for submitting orders in the relevant CMI Offering.
0077961-0000563 SYO1: 2005411343.11 150
The relevant Dealers may be asked to demonstrate compliance with their obligations under the SFC
Code and may request other CMIs (including private banks) to provide evidence showing compliance
with the obligations above (in particular, that the necessary consents have been obtained). In such event,
other CMIs (including private banks) are required to provide the relevant Dealers with such evidence
within the timeline requested.
By placing an order, prospective investors (including any underlying investors in relation to omnibus
orders) are deemed to represent to the relevant Dealers that it is not a Sanctions Restricted Person. A
Sanctions Restricted Person means an individual or entity (a Person): (a) that is, or is directly or
indirectly owned or controlled by a Person that is, described or designated in (i) the most current
“Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found
at: http://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List
(which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf)
or (iii) the most current “Consolidated list of persons, groups and entities subject to EU financial
sanctions” (which as of the date hereof can be found at:
https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-andentities-subject-to-eu-
financial-sanctions?locale=en); or (b) that is otherwise the subject of any sanctions administered or
enforced by any Sanctions Authority, other than solely by virtue of the following (i) - (vi) to the extent
that it will not result in violation of any sanctions by the CMIs: (i) their inclusion in the most current
“Sectoral Sanctions Identifications” list (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the SSI List), (ii) their inclusion in
Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No.
960/2014 (the EU Annexes), (iii) their inclusion in any other list maintained by a Sanctions Authority,
with similar effect to the SSI List or the EU Annexes, (iv) them being the subject of restrictions imposed
by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) under which BIS has
restricted exports, re-exports or transfers of certain controlled goods, technology or software to such
individuals or entities; (v) them being an entity listed in the Annex to the new Executive Order of 3
June 2021 entitled “Addressing the Threat from Securities Investments that Finance Certain Companies
of the People’s Republic of China” (known as the Non-SDN Chinese Military- Industrial Complex
Companies List), which amends the Executive Order 13959 of 12 November 2020 entitled “Addressing
the threat from Securities Investments that Finance Chinese Military Companies”; or (vi) them being
subject to restrictions imposed on the operation of an online service, Internet application or other
information or communication services in the United States directed at preventing a foreign government
from accessing the data of U.S. persons; or (c) that is located, organised or a resident in a
comprehensively sanctioned country or territory, including Cuba, Iran, North Korea, Syria, the Crimea
region of Ukraine, the Donetsk’s People’s Republic or Luhansk People’s Republic. Sanctions
Authority means: (a) the United Nations; (b) the United States; (c) the European Union (or any of its
member states); (d) the UK; (e) the People’s Republic of China; (f) any other equivalent governmental
or regulatory authority, institution or agency which administers economic, financial or trade sanctions;
and (g) the respective governmental institutions and agencies of any of the foregoing including, without
limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United
States Department of State, the United States Department of Commerce and His Majesty’s Treasury.
0077961-0000563 SYO1: 2005411343.11 151
General Information
Authorisation
The establishment of the Programme and the issue of Notes have been duly authorised by a resolution
of the Board of Directors of the Issuer dated 16 September 2025.
Listing of Notes
For the listing of any Notes which are agreed at the time of issue thereof to be listed on the ASX,
application will be made by the Issuer to ASX Limited. Notes which are listed on the ASX will not be
transferred through, or registered on, the CHESS operated by ASX Settlement Pty Limited (ABN 49
008 504 532) and will not be “Approved Financial Products” for the purposes of that system.
The ASX assumes no responsibility for the correctness of any of the statements made, opinions
expressed or reports contained in this Offering Circular, or the merits of the investments to which this
Offering Circular relates. Listing of any Notes on the ASX is not to be taken as an indication of the
merits of the Issuer, the subsidiaries and associated companies of the Issuer, the Programme or the
Notes.
Documents available
For the period of 12 months following the date of this Offering Circular, copies of the following
documents will, when published, be available for inspection on request by a Noteholder:
(a) the Issuer’s constitution;
(b) consolidated audited financial statements of the Issuer in respect of FY24 and FY25 (in each
case together with the audit reports prepared in connection therewith);
(c) consolidated unaudited interim financial statements of the Issuer in respect of HY24 and HY25
(in each case together with the review reports prepared in connection therewith);
(d) all future published audited financial statements and interim financial statements of the Issuer
(in each case together with the audit reports and review reports prepared in connection
therewith, as applicable);
(e) the Agency Agreement, the Deed of Covenant and the forms of the Global Notes, the Notes in
definitive form, the Coupons and the Talons;
(f) a copy of this Offering Circular; and
(g) any future offering circulars, prospectuses, information memoranda and supplements including
any Pricing Supplement (save that the above will only be available for inspection by a holder
of such Note and such holder must produce evidence satisfactory to the relevant Paying Agent
as to its holdings of Notes and identity) to this Offering Circular and any other documents
incorporated herein or therein by reference.
For so long as any Notes remain outstanding, upon prior written request and proof of holding
satisfactory to the Principal Paying Agent, the documents listed from paragraphs (a) to (g) above will
be available during normal business hours (being between 9.00 a.m. and 3.00 p.m. Monday to Friday,
other than public holidays) to Noteholders (i) from the specified office of the Principal Paying Agent
from time to time; or (ii) electronically via e-mail from the Principal Paying Agent; in each case,
provided the Principal Paying Agent has been supplied with the relevant documents by the Issuer.
0077961-0000563 SYO1: 2005411343.11 152
Euroclear and Clearstream
The Notes have been accepted for clearance through Euroclear and Clearstream (which are the entities
in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Notes
allocated by Euroclear and Clearstream will be specified in the applicable Pricing Supplement. If the
Notes are to clear through an additional or alternative clearing system the appropriate information will
be specified in the applicable Pricing Supplement.
The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and
the address of Clearstream is Clearstream Banking S.A., 42 Avenue JF Kennedy, L-1855 Luxembourg.
Conditions for determining price
The price and amount of Notes to be issued under the Programme will be determined by the Issuer and
the relevant Dealer or Dealers at the time of issue in accordance with prevailing market conditions.
Significant or Material Change
Save as disclosed in this Offering Circular, there has been no significant change in the financial or
trading position of the Issuer since 30 June 2025 and there has been no material adverse change in the
financial position or prospects of the Issuer since 30 June 2025.
Litigation
The Issuer is not or has not been involved in any governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which the Issuer is aware) which
(a) in the 12 months preceding the date of this document which may have or have in such period had a
material adverse effect on the business, operations, financial position, assets or properties of the Issuer;
and (b) would impact the ability of the Issuer to perform is obligations under the Programme and the
Notes.
Independent Auditors
The independent auditor of the Issuer is Ernst & Young (EY).
Potential Conflicts of Interest
The Dealers and the Agents (together with the Issuer, the Relevant Parties) and their affiliates in the
course of each of their respective businesses may provide services to other Relevant Parties and to third
parties and in the course of the provision of such services it is possible that conflicts of interest may
arise between such Relevant Parties and their affiliates or between such Relevant Parties and their
affiliates and such third parties. Each of the Relevant Parties (other than the Issuer) and their affiliates
may provide such services and enter into arrangements with any person without regard to or constraint
as a result of any such conflicts of interest arising as a result of it being a Relevant Party.
Dealers Transacting with the Issuer
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform services to the Issuer and its
affiliates in the ordinary course of business. See “Subscription and Sale” for further information.
0077961-0000563 SYO1: 2005411343.11 153
ISSUER
Contact Energy Limited
Harbour City Tower
29 Brandon Street
Wellington 6011
New Zealand
ARRANGER AND DEALER
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
DEALERS
Citigroup Global Markets New Zealand
Limited
Citigroup Centre
Level 11
23 Customs Street East
P.O. Box 3429
Auckland 1140
New Zealand
Mizuho International plc
30 Old Bailey
London EC4M 7 AU
United Kingdom
MUFG Securities Asia Limited UBS AG London Branch
9/F, AIA Central
1 Connaught Road Central
Hong Kong
5 Broadgate
London EC2M 2QS
United Kingdom
PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER AGENT
CITIBANK, N.A., LONDON BRANCH
c/o Citibank, N.A., Dublin Branch
Ground Floor
1 North Wall Quay
Dublin 1
Ireland
LEGAL ADVISERS
To the Issuer as to English law To the Issuer as to New Zealand law
Clifford Chance Buddle Findlay
27th Floor, Jardine House
One Connaught Place
Central
Hong Kong
Level 18, HSBC Tower
188 Quay Street
Auckland 1010
New Zealand
0077961-0000563 SYO1: 2005411343.11 154
To the Arranger and Dealers as to English law
Allen Overy Shearman Sterling
Level 15, 33 Alfred Street
Sydney NSW 2000
Australia
INDEPENDENT AUDITORS
Ernst & Young
Level 2/40 Bowen Street
Wellington, 6011
New Zealand
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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