EMTN Programme Pricing Supplement
EXECUTION VERSION
0077961-0000563 SYO1: 2005521053.4 1
PRICING SUPPLEMENT
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 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 manufacturers’ 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 manufacturers’ target market assessment) and determining
appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET – Solely for the purposes of 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 manufacturers’ 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 manufacturers’
target market assessment) and determining appropriate distribution channels.
0077961-0000563 SYO1: 2005521053.4 2
Pricing Supplement dated 30 October 2025
CONTACT ENERGY LIMITED
(NZBN 9429038549977)
Legal entity identifier (LEI): 549300FT5JOXS1PZ1I32
Issue of EUR500,000,000 3.537 per cent. Notes due 3 November 2032
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 (this
Pricing Supplement).
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 (the Offering
Circular). This Pricing Supplement contains the final terms of the Notes and must be read in
conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of this Pricing Supplement and the Offering Circular. 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. Issuer: Contact Energy Limited
2. (a) Series Number: 1
(b) Tranche Number: 1
(c) Date on which the Notes will
be consolidated and form a
single Series:
Not Applicable
3. Specified Currency or Currencies: Euro (EUR)
4. Aggregate Nominal Amount:
(a) Series: EUR500,000,000
(b) Tranche: EUR500,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount
6. (a) Specified Denominations: EUR100,000 and integral multiples of EUR1,000 in
excess thereof up to and including EUR199,000. No
Notes in definitive form will be issued with a
denomination above EUR199,000
(b) Calculation Amount: EUR1,000
0077961-0000563 SYO1: 2005521053.4 3
7. Trade Date: 23 October 2025
8. (a) Issue Date: 3 November 2025
(a) Interest Commencement
Date:
Issue Date
9. Maturity Date: 3 November 2032
10. Interest Basis: 3.537 per cent. per annum Fixed Rate
(further particulars specified below)
11. Redemption/Payment Basis: Redemption at par
12. Change of Interest Basis or
Redemption/Payment Basis:
Not Applicable
13. Put/Call Options: Issuer Call
Issuer Clean-Up Call
(further particulars specified below)
14. (a) Status of the Notes: Senior
(b) Date of Board approval for
issuance of Notes obtained:
16 September 2025
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions: Applicable
(a) Rate(s) of Interest: 3.537 per cent. per annum payable annually in arrear
on each Interest Payment Date
(b) Interest Payment Date(s): 3 November in each year up to and including the
Maturity Date commencing on 3 November 2026
(c) Fixed Coupon Amount(s) for
Notes in definitive form (and
in relation to Notes in global
form, see Conditions):
EUR35.37 per Calculation Amount
(d) Broken Amount(s) for Notes
in definitive form (and in
relation to Notes in global
form, see Conditions):
Not Applicable
(e) Day Count Fraction: Actual/Actual (ICMA)
(f) Determination Date(s): 3 November in each year
(g) Other terms relating to the
method of calculating
interest for Fixed Rate Notes:
None
0077961-0000563 SYO1: 2005521053.4 4
16. Floating Rate Note Provisions: Not Applicable
17. Zero Coupon Note Provisions: Not Applicable
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
(a) Optional Redemption
Date(s):
The date fixed for redemption in the notice as
referred to in Condition 6.3 (Redemption at the
option of the Issuer (Issuer Call)) which may be any
Business Day after the Issue Date until (but
excluding) the Maturity Date
(b) Optional Redemption
Amount and method, if any,
of calculation of such
amount(s):
The Issuer may redeem all or some only of the Notes
then outstanding:
(i) on or after 3 August 2032 at a redemption
amount equal to 100 per cent. of the
outstanding aggregate nominal amount of the
Notes; or
(ii) any time before 3 August 2032 at a
redemption amount equal to the Optional
Redemption Amount (as defined below) in
respect of the Notes,
together in each case with any accrued and unpaid
interest in respect of the Notes to (but excluding) the
Optional Redemption Date
Calculation Agent means any agent appointed by
the Issuer to make the necessary calculations to
determine the Optional Redemption Amount
Optional Redemption Amount means, in respect
of any Note to be redeemed pursuant to this
provision, an amount, determined by the Calculation
Agent, equal to the greater of:
(a) 100% of the outstanding aggregate nominal
amount of such Notes; or
(b) the sum of the then present values of the
remaining scheduled payments of principal
and interest on such Notes (excluding any
interest accrued on the Notes to, but
excluding the date set for redemption)
discounted to the relevant redemption date on
0077961-0000563 SYO1: 2005521053.4 5
an annual basis at the Optional Redemption
Rate plus the Optional Redemption Margin
The determination of any rate or amount, the
obtaining of each quotation and the making of each
determination or calculation by the Calculation
Agent shall be (in the absence of manifest error) final
and binding upon all parties
Optional Redemption Margin means 0.20 per cent.
per annum
Optional Redemption Rate means the average of
the four quotations given by the Reference Dealers
of the mid-market annual yield to maturity of the
1.70 per cent. Bundesobligationen of the
Bundesrepublik Deutschland due 15 August 2032
(the Bund), on the fourth Business Day preceding
the Optional Redemption Date
Reference Dealers means each of the four banks
selected by the Calculation Agent which are primary
European government security dealers, and their
respective successors, or market makers in pricing
corporate bond issues. If the Bund is no longer
outstanding, a bund with a similar remaining term to
maturity as the Notes will be chosen by the
Calculation Agent at 11:00 a.m. (Central European
time) on the third Business Day preceding the
Optional Redemption Date, quoted in writing by the
Calculation Agent to the Issuer. The Optional
Redemption Date will be published by the Issuer in
accordance with Condition 13 (Notices)
(c) If redeemable in part:
(i) Minimum
Redemption
Amount:
EUR1,000
(ii) Maximum
Redemption
Amount:
EUR500,000,000
(d) Notice periods: Minimum period: 15 days
Maximum period: 30 days
20. Issuer Clean-Up Call: Applicable
(a) Residual Redemption Date: The date fixed for redemption in the notice as
referred to in Condition 6.5 (Redemption at the
option of the Issuer (Issuer Call)) which may be any
Business Day after the Issue Date until (but
excluding) the Maturity Date
0077961-0000563 SYO1: 2005521053.4 6
(b) Residual Redemption
Amount:
EUR 1,000 per Calculation Amount
(c) Notice periods: Minimum period: 15 days
Maximum period: 30 days
21. Investor Put: Not Applicable
22. Final Redemption Amount: EUR 1,000 per Calculation Amount
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):
EUR 1,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: 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:
London and Wellington. For the avoidance of doubt,
in accordance with the Conditions, this Additional
Financial Centre is in addition to T2
26. Talons for future Coupons to be
attached to Definitive Notes (and
dates on which such Talons mature):
No
27. Other terms or special conditions: Not Applicable
0077961-0000563 SYO1: 2005521053.4 7
USE OF PROCEEDS
The Issuer intends to apply an amount equivalent to the net proceeds from the issue of the Notes to
finance or refinance eligible projects and/or assets as set out in the Contact Energy Sustainable Finance
Framework (the Sustainable Finance Framework) which is available for viewing on the Issuer’s
website at https://contact.co.nz/about-us/sustainability/financial-sustainability.
The Sustainable Finance Framework may be updated from time to time. All references in this Pricing
Supplement to the “Sustainable Finance Framework” are to the Sustainable Finance Framework as
available on the date hereof, unless the context otherwise requires.
The Issuer may at any time and from time to time change the composition of the eligible projects and
assets and any unallocated proceeds through the life of the Notes will be invested in accordance with
the Sustainable Finance Framework.
The Issuer has obtained a Second Party Opinion from DNV Business Assurance Australia Pty Ltd (the
Second Party Opinion), an external environmental, social and corporate governance research and
analysis provider, to confirm the Sustainable Finance 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. The Second Party
Opinion is available for viewing on the Issuer’s website at https://contact.co.nz/about-
us/sustainability/financial-sustainability. The views in the Second Party Opinion are intended to inform
investors in general, and not for a specific investor. The Second Party Opinion shall not be considered
as an offer to buy any security, investment advice or an assurance letter. The Issuer may obtain
additional or new second party opinions during the life of the Notes from time to time.
Eligible projects and assets will be selected by the Issuer from time to time in accordance with the
categorisation of eligibility for “Green Bonds” set out in the Sustainable Finance Framework. The
criteria for qualification as eligible projects and assets under the Sustainable Finance Framework may
change from time to time.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of
any opinion or certification of any third party (whether or not solicited by the Issuer) which may be
made available in connection with the issue of the Notes and in particular with any eligible projects and
assets to fulfil any environmental or other criteria. For the avoidance of doubt, neither any such opinion
or certification nor the Sustainable Finance Framework are, nor shall be deemed to be, incorporated in
and/or form part of this Pricing Supplement or the Offering Circular. Neither such opinion or
certification nor the Sustainable Finance Framework are, nor should be deemed to be, a
recommendation by the Issuer, the Joint Lead Managers or any other person to buy, sell or hold any
Notes. Any such opinion or certification is only current as at the date that opinion or certification was
initially issued. Prospective investors must determine for themselves the relevance of any such opinion
or certification and/or the information contained therein and/or the provider of such opinion or
certification for the purpose of any investment in the Notes. The providers of such opinions and
certifications may not be subject to any specific regulatory or other regime or oversight. Prospective
investors in the Notes should also refer to the risk factors included in “Risk Factors – Risks relating to
Notes issued as “Green Notes””.
For the avoidance of doubt, none of (i) the Sustainable Finance Framework, (ii) the Second Party
Opinion (nor any subsequent second party opinions that may be issued in respect of the Sustainable
Finance Framework or in respect of the Notes), or (iii) any public reporting by or on behalf of the Issuer
in respect of the allocation or application of proceeds in accordance with the Sustainable Finance
Framework, is, nor shall it be deemed to be, incorporated into, and/or form part of, this Pricing
Supplement or the Offering Circular.
0077961-0000563 SYO1: 2005521053.4 8
Payments of principal, interest or any other amount payable, on the Notes are not dependent on the
performance of any projects, assets and other expenditures in the Sustainable Finance Framework.
Failure to use the proceeds as described above will not constitute an Event of Default or any other
default or breach under the Conditions, or otherwise permit or require redemption of any Notes before
the Maturity Date.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
0077961-0000563 SYO1: 2005521053.4 10
PART B – OTHER INFORMATION
1. LISTING Application is expected to be made by the Issuer
(or on its behalf) for the Notes to be listed on the
ASX
2. RATINGS
Ratings: The Notes to be issued have been rated BBB by
S&P Global Ratings, acting through S&P Global
Ratings Australia Pty Limited
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 Joint Lead Managers named below, so far as the Issuer is
aware, no person involved in the issue of the Notes has an interest material to the offer. The
Joint Lead Managers 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.
4. YIELD
(In respect of Fixed Rate Notes only)
Indication of yield: 3.537 per cent.
The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.
0077961-0000563 SYO1: 2005521053.4 11
5. OPERATIONAL INFORMATION
(i) ISIN: XS3216289663
(ii) Common Code: 321628966
(iii) CFI: DTFNFR, as updated and 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
(iv) FISN: CONTACT ENERGY/1EMTN 20321029, as
updated and 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
(v) Any clearing system(s) other
than Euroclear and Clearstream
and the relevant identification
number(s):
Not Applicable
(vi) Delivery: Delivery against payment
(vii) Names and addresses of
additional Paying Agent(s) (if
any):
Not Applicable
6. DISTRIBUTION
(i) Method of distribution: Syndicated
(ii) If syndicated, names of
Managers:
Citigroup Global Markets New Zealand Limited
Mizuho International plc
MUFG Securities Asia Limited
UBS AG London Branch
(iii) Stabilisation Manager(s) (if
any):
UBS AG London Branch
(iv) If non-syndicated, name of
relevant Dealer:
Not Applicable
(v) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA Not
Applicable
(vi) Additional selling restrictions: Not Applicable
(vii) Prohibition of Sales to EEA
Retail Investors:
Applicable
0077961-0000563 SYO1: 2005521053.4 12
(viii) Prohibition of Sales to UK
Retail Investors:
Applicable
(ix) Singapore Sales to Institutional
Investors and Accredited
Investors only:
Applicable
0077961-0000563 SYO1: 2005521053.4 13
SCHEDULE 1
ADDITIONAL GREEN BOND DISCLOSURE
These additional disclosure updates should be read in conjunction with the Offering Circular.
The following is included as a new paragraph on page ix of the Offering Circular:
“NOTES ISSUED AS “GREEN BONDS”
None of the Joint Lead Managers nor any of their respective affiliates accepts any responsibility
for any environmental or sustainability assessment of the Notes issued as “Green Bonds” or
makes any representation or warranty or gives any assurance as to whether the Notes will meet
any investor expectations or requirements regarding such “green, sustainability” or similar
labels, including in relation to Regulation (EU) 2020/852 of the European Parliament and of
the Council of 18 June 2020 (the Sustainable Finance Taxonomy Regulation), Regulation
(EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on
European Green Bonds and optional disclosures for bonds marketed as environmentally
sustainable and for sustainability-linked bonds (the European Green Bond Regulation),
Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November
2019 on sustainability-related disclosure in the financial services sector (the SFDR) and any
delegated or other implementing regulations and guidelines, or any similar legislation in the
UK, or any requirements of such labels as they may evolve from time to time. None of the Joint
Lead Managers nor any of their respective affiliates have undertaken, nor are they responsible
for, any assessment of the eligible projects and assets set out in the Sustainable Finance
Framework (as defined herein), any verification of whether such projects and/or assets meet
any eligibility criteria set out in the Sustainable Finance Framework nor are they responsible
for the use of proceeds (or amounts equal thereto) for the Notes, nor the impact or monitoring
of such use of proceeds or the allocation of the proceeds to particular eligible projects and
assets. Prospective investors in the Notes should make their own assessment of the Sustainable
Finance Framework. The Sustainable Finance Framework, the Second Party Opinion (as
defined herein) and any public reporting by or on behalf of the Issuer in respect of the
application of proceeds will be available on the Issuer’s website at https://contact.co.nz/about-
us/sustainability/financial-sustainability but, for the avoidance of doubt, is incorporated by
reference into this Pricing Supplement or the Offering Circular. None of the Joint Lead
Managers nor any of their respective affiliates make any representation as to the suitability or
content of such materials.”
The following is included as a new sub-section on page 35 of the Offering Circular:
“Risks relating to Notes issued as “Green Bonds”
The use of proceeds of the Notes may not meet investor expectations or requirements
The Issuer intends to apply an amount equivalent to the net proceeds from the offer of the Notes
specifically for any eligible projects and/or assets as described in the Sustainable Finance
Framework and the “Use of Proceeds” section. Prospective investors should have regard to the
information in this Pricing Supplement regarding the use of an amount equivalent to the net
proceeds from the issuance of the Notes and must determine for themselves the relevance of
such information for the purpose of any investment in the Notes together with any other
investigation such investor deems necessary. Investors should also make their own assessment
of the Issuer’s Sustainable Finance Framework. The Sustainable Finance Framework is not, nor
shall it be deemed to be, incorporated in and/or form part of this Pricing Supplement or the
Offering Circular. The Sustainable Finance Framework may be amended at any time without
0077961-0000563 SYO1: 2005521053.4 14
the consent of holders of the Notes and neither the Issuer nor the Joint Lead Managers assumes
any obligation or responsibility to release any update or revision to the Sustainable Finance
Framework and/or information to reflect events or circumstances after the date of publication
of the Sustainable Finance Framework.
No assurance is given by the Issuer, the Joint Lead Managers or any other person that the
issuance of the Notes, the eligible projects and assets described in the Sustainable Finance
Framework or the use of such proceeds for any such eligible projects and assets will satisfy,
whether in whole or in part, any present or future investor expectations or requirements as
regards any investment criteria or guidelines with which such investor or its investments are
required to comply, whether by any present or future applicable law or regulations or by its
own by-laws or other governing rules or investment portfolio mandates, in particular with
regard to any direct or indirect environmental impact of the implementation of any projects or
uses, the subject of, or related to, any such eligible projects or assets. None of the Joint Lead
Managers shall be responsible for the ongoing monitoring of the use of proceeds in respect of
the Notes. Prospective investors should consult with their legal and other advisers before
making an investment in the Notes and must determine for themselves the relevance of the
information set out in this Pricing Supplement and the Offering Circular for the purpose of any
investment in the Notes together with any other investigation such investor deems necessary.
The classification of the Notes as “Green Bonds” and the Sustainable Finance Framework
may be subject to change
It should be noted that the definition (legal, regulatory or otherwise) of, or market consensus as
to what constitutes or may be classified as, a “green” or “sustainable” or equivalently-labelled
project or investment that may finance or refinance such project is evolving. No assurance can
be given that a clear definition, consensus or label will develop over time or that, if it does, any
eligible project or assets under the Sustainable Finance Framework or the Notes will comply
with, or meet investors’ expectations of, such definition, market consensus or label.
In addition, no assurance can be given by the Issuer, the Joint Lead Managers or any other
person to investors that the Sustainable Finance Framework and/or the Notes align or will align
or comply with any current or future standards or requirements regarding any other “green”,
“sustainable” or other equivalently-labelled performance objectives, including the Sustainable
Finance Taxonomy Regulation, the European Green Bond Regulation, the SFDR and any
delegated or other implementing regulations and guidelines, or any similar legislation in the
UK. While most provisions of the European Green Bond Regulation have been in effect since
21 December 2024, certain provisions have already been in force earlier. The Notes are not
intended to be compliant with the European Green Bond Regulation, and, accordingly, the
status of any Notes as being “Green Bonds” (or equivalent) could be withdrawn at any time.
No assurance or representation is given by the Issuer, the Joint Lead Managers or any other
person as to the suitability or reliability for any purpose whatsoever of any opinion, report or
certification of any third party (whether or not solicited by the Issuer) which may be made
available in connection with the issue of the Notes and in particular with any eligible projects
or assets to fulfil any environmental and/or other criteria. For the avoidance of doubt, any such
opinion, report or certification is not, nor shall it be deemed to be, incorporated in and/or form
part of this Pricing Supplement or the Offering Circular. Any such opinion, report or
certification is not, nor should it be deemed to be, a recommendation by the Issuer, the Joint
Lead Managers, or any other person to buy, sell or hold any Notes. Any such opinion, report or
certification is only current as at the date that opinion, report or certification was initially issued.
Prospective investors must determine for themselves the relevance of any such opinion, report
or certification and/or the information contained therein and/or the provider of such opinion,
report or certification for the purpose of any investment in the Notes. The providers of such
0077961-0000563 SYO1: 2005521053.4 15
opinions, reports and certifications may not be subject to any specific regulatory or other regime
or oversight. However, pursuant to the European Green Bond Regulation, providers of such
opinions, reports and certifications may be required to be registered and supervised by the
European Securities and Markets Authority (ESMA) in the future. Investors in the Notes shall
have no recourse against the Issuer, the Joint Lead Managers or the provider of any such
opinion, report or certification for the contents of any such opinion, report or certification.
In the event that any Notes are listed or admitted to trading on any dedicated “green”,
“sustainable” or other equivalently-labelled segment of any stock exchange or securities market
(whether or not regulated), no representation or assurance is given by the Issuer, the Joint Lead
Managers or any other person that such listing or admission satisfies, whether in whole or in
part, any present or future investor expectations or requirements as regards any investment
criteria or guidelines with which such investor or its investments are required to comply,
whether by any present or future applicable law or regulations or by its own by-laws or other
governing rules or investment portfolio mandates. Furthermore, it should be noted that the
criteria for any such listings or admission to trading may vary from one stock exchange or
securities market to another. No representation or assurance is given or made by the Issuer, the
Joint Lead Managers or any other person, and the Issuer does not currently intend, that any such
listing or admission to trading will be obtained in respect of the Notes or, even if obtained, there
is no assurance that any such listing or admission to trading will be maintained during the life
of the Notes.
Whilst it is the intention of the Issuer to apply an amount equivalent to the net proceeds of the
Notes for eligible projects and/or assets described in the Sustainable Finance Framework, there
can be no assurance that the relevant project(s) or use(s) the subject of, or related to, any such
eligible projects and/or assets will be capable of being implemented in, or substantially in, such
manner and/or in accordance with any timing schedule and that accordingly such net proceeds
may only be partially used to finance or refinance such eligible projects and/or assets. Nor can
there be any assurance that such eligible projects and/or assets will be completed within any
specified period or at all or with the results or outcome (whether or not related to the
environment) as originally expected or anticipated by the Issuer.
The Issuer is not under any contractual obligation to the holders of the Notes to obtain or
provide annual reports from a third-party assurance provider or to provide periodic impact
reports. Any failure to comply with the Sustainable Finance Framework, including a failure to
use an amount equivalent to the net proceeds from the offer and sale of the Notes to finance or
refinance any eligible projects and/or assets in accordance with the Sustainable Finance
Framework and to obtain and provide annual reports from a third-party assurance provider or
to provide periodic impact reports will not constitute an Event of Default under the Notes.
There is no direct contractual link between the Notes and any green or sustainable targets of the
Issuer. Therefore, payments of interest, principal or other amounts, as applicable, payable in
respect of the Notes and rights to accelerate under the Notes will not be impacted by the
performance of eligible projects and/or assets financed or refinanced using an amount
equivalent to the net proceeds of issue of the Notes or by any other green assets of the Issuer,
in each case in accordance with the Sustainable Finance Framework.
Any event or failure by the Issuer to apply an amount equivalent to the net proceeds of the issue
of the Notes for any eligible projects and/or assets and/or absence or withdrawal of any opinion
or certification in connection with the Notes, or any opinion or certification attesting that the
Issuer is not complying in whole or in part with any matters for which such opinion or
certification is opining or certifying on and/or the Notes no longer being listed or admitted to
trading on any stock exchange or securities market or any particular segment of any exchange
or market as described above and/or any failure by the Issuer to provide or publish any reporting
0077961-0000563 SYO1: 2005521053.4 16
or any impact assessment on the use of an amount equivalent to the net proceeds from the issue
of the Notes will not:
• give rise to any claim of a holder of the Notes against the Issuer and/or the Joint Lead
Managers under the Conditions;
• constitute an Event of Default under the Notes or a breach or violation of any term of
the Notes, or constitute a default by the Issuer for any other purpose, or permit any
holder of the Notes to accelerate the Notes or take any other enforcement action against
the Issuer;
• lead to a right or obligation of the Issuer to redeem the Notes or be a relevant factor for
the Issuer in determining whether or not to exercise any optional redemption rights in
respect of the Notes or give any holders of the Notes the right to require redemption of
their Notes under the Conditions;
• otherwise affect or impede the ability of the Issuer to apply an amount equivalent to
the net proceeds of the Notes to cover any losses relating to any eligible projects and/or
assets or otherwise in accordance with the Sustainable Finance Framework; or
• result in any step-up or increased payments of interest, principal or any other amounts,
as applicable, in respect of the Notes, or otherwise affect the Conditions.
However, such event or failure may adversely affect the reputation of the Issuer and could have
a material adverse effect on the value of the Notes and also potentially the value of any other
debt instruments, including (without limitation) debt instruments which are intended to finance
the Issuer’s lending for other eligible projects or assets and/or result in adverse consequences
for certain investors with portfolio mandates to invest in securities to be used for a particular
purpose.”
0077961-0000563 SYO1: 2005521053.4 17
SCHEDULE 2
ADDITIONAL BUSINESS DISCLOSURE
These additional disclosure updates should be read in conjunction with the Offering Circular.
The following is included as a new sub-section on page 119 of the Offering Circular after “Description
of the Issuer – Strategy”:
“Recent Developments
On 20 October 2025, Infratil Limited entered into an unconditional agreement (the Agreement) with
TECT Holdings Limited (TECT) under which Infratil Limited agreed to acquire, and TECT agreed to
sell, 48,901,363 ordinary shares in Contact (the Shares). Infratil Limited will nominate Infratil
Investments Limited to acquire the Shares.
Pursuant to the Agreement, the completion of the sale and purchase of the Shares will occur on 22
October 2025. On completion, the Shares will be transferred to Infratil Investments Limited, and TECT
will receive:
(i) NZ$218,833,605.74 in cash; and
(ii) 17,605,277 new ordinary shares in Infratil Limited, which shall be issued by Infratil Limited
for NZ$12.43 per share.
On completion, Infratil Limited's shareholding in Contact will increase from 9.47 per cent. to 14.29 per
cent.”.
The table on page 121 of the Offering Circular in the sub-section “Description of the Issuer – Group
Structure” is deemed to be deleted and replaced with the following:
“Contact's major shareholders are
3
:
Name Percentage of issued Contact shares
Infratil Limited and Infratil Investments Limited 14.29 per cent.
Blackrock Inc and related bodies
and related bodies
6.4 per cent.
HSBC Nominees (New Zealand) Limited
(New Zealand) Limited
5.13 per cent.
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 Pricing Supplement.”.
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- ENS — Enprise Group Limited: 1 for 10 Rights Issue2025-12-30
“Capital Change Notice 100715063/3452-4657-6196.2 1 Section 1: Issuer information Name of issuer Enprise Group Limited NZX ticker code ENS Class of financial product Ordinary Shares ISIN (If unknown, check on NZX website) NZENSE0001S2 Currency NZD / AUD Section 2: Capi…”
- ENS — Enprise Group Limited: 1 for 10 Rights Issue2025-12-03
“Corporate Action Notice (Other than for a Distribution) Updated December 2025 100715063/3458-6844-7812.1 Page 1 of 2 Section 1: Issuer information (mandatory) Name of issuer Enprise Group Limited Class of Financial Product Ordinary Shares NZX ticker code ENS ISIN (If un…”
- ENS — Enprise Group Limited: Notice of On-market Share Buyback2025-10-17
“Enprise Group Limited Capital Change Notice Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer…”