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EMTN Programme Pricing Supplement

Debt Issuance30 October 2025CENUtilities

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.


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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


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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


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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


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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


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(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



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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.


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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.

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