SPH Notice - Infratil Limited (Infratil)

100681706/3439-5308-5002.4 1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Contact Energy Limited (CEN)
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 20 May 2026
Date this disclosure made: 20 May 2026
Date last disclosure made: 20 October 2025
Substantial product holder(s) giving disclosure
Full name(s): Infratil Limited (Infratil) and Infratil Investments Limited (Infratil
Investments)
Summary of substantial holding
Class of quoted voting products: ordinary shares in CEN
Summary for Infratil
For this disclosure,—
(a) total number held in class: 150,758,379
(b) total in class: 1,070,627,153
(c) total percentage held in class: 14.081%
For last disclosure,—
(a) total number held in class: 142,179,759
(b) total in class: 994,304,528
(c) total percentage held in class: 14.299%
Summary for Infratil Investments
For this disclosure,—
(a) total number held in class: 150,758,379
(b) total in class: 1,070,627,153
(c) total percentage held in class: 14.081%
For last disclosure,—

100681706/3439-5308-5002.4 2
(a) total number held in class: 142,179,759
(b) total in class: 994,304,528
(c) total percentage held in class: 14.299%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 20 May 2026 Infratil Investments entered into a letter agreement (Agreement) with
Macquarie Securities (NZ) Limited (Underwriter) under which Infratil Investments
appointed the Underwriter to underwrite, sell and manage the disposal of 53,531,358
ordinary shares in CEN currently held by Infratil Investments. A copy of the Agreement
which comprises 11 pages is attached to this notice. Settlement of this sale is expected to
occur on 25 May 2026.
Details after relevant event
Details for Infratil
Nature of relevant interest(s): Relevant interest in CEN ordinary shares held by Infratil
Investments, as Infratil has the power to exercise, or control the exercise of, the right to
vote attached to 20% or more of the voting products of, Infratil Investments and the
power to acquire or dispose of, or to control the acquisition or disposal of, 20% or more of
the voting products of, Infratil Investments, as qualified by the Agreement referred to
above.
For that relevant interest,—
(a) total number held in class: 150,758,379
(b) total in class: 1,070,627,153
(c) total percentage held in class: 14.081%
(d) registered holder(s) once transfers are registered: unknown
Details for Infratil Investments
Nature of relevant interest(s): Registered holder of ordinary shares in CEN, as qualified by
the Agreement referred to above.
For that relevant interest,—
(a) total number held in class: 150,758,379
(b) total in class: 1,070,627,153
(c) total percentage held in class: 14.081%
(d) registered holder(s) once transfers are registered: unknown

100681706/3439-5308-5002.4 3
Additional information
Address(es) of substantial product holder(s): 5 Market Lane, Wellington, 6011, New
Zealand
Contact details: Head of Legal
Email: legal@hrlmorrison.com
Phone: +64 27 706 6610
Nature of connection between substantial product holders: Infratil Investments is a
subsidiary (within the meaning of section 5 of the Companies Act 1993) of Infratil and is
therefore a related body corporate and associated person of Infratil (within the meanings
of those terms in sections 12(1) and (2) of the Financial Markets Conduct Act 2013).
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Macquarie Securities (NZ) Limited.
Certification
I, Brendan Kevany, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Macquarie Securities (NZ) Limited
A Member of the Macquarie Group of Companies
Participant of NZX

Level 13, Pwc Tower
Commercial Bay
15 Customs Street West
Auckland, 1010
New Zealand

Telephone +64 9 357 6931
Fax +64 9 309 6220
Internet www.macquarie.com







Neither Macquarie Securities (NZ) Limited nor Macquarie Capital (New Zealand) Limited is an authorised deposit-taking
institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and their obligations do not represent
deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Any investments are subject to investment
risk including possible delays in repayment and loss of income and principal invested. Macquarie Bank Limited does not
guarantee or otherwise provide assurance in respect of the obligations of Macquarie Securities (NZ) Limited or of
Macquarie Capital (New Zealand) Limited. Neither Macquarie Securities (NZ) Limited nor Macquarie Capital (New Zealand)
Limited nor any member of the Macquarie Group of companies is registered as a bank in New Zealand under the Banking
(Prudential Supervision) Act 1989.


Wednesday, 20 May 2026

Jason Boyes
Chief Executive
Infratil Investments Limited
PO Box 320
5 Market Lane
Wellington 6140



Dear Jason,
INFRATIL INVESTMENTS LIMITED SELL DOWN OF SHARES IN CONTACT ENERGY LIMITED
Macquarie Securities (NZ) Limited (“Macquarie” or “Lead Manager”) in conjunction with its affiliates
is pleased to underwrite the disposal of approximately 53.5 million ordinary shares in Contact Energy
Limited (“Issuer”) at a fixed price of NZ$9.25, yielding total gross proceeds of up to approximately
NZ$495.2 million (“Proceeds”) to be conducted in accordance with the timetable set out below for
Infratil Investments Limited (the “Vendor” or “Client”) (“Sale” or “Transaction”) subject to law and on
the terms and conditions below.
The volume of the Sale Securities (as defined below) may be increased, subject to the terms below.
When executed by you, this letter, any separate agreement regarding fees and any applicable account
opening and client documentation (together, the “Engagement Letter”), and together with Macquarie’s
Standard Terms of Engagement (“Standard Terms”) (together, the “Engagement Agreement”), will
constitute the entire agreement between the parties to execute the Sale on the terms and conditions
of the Engagement Agreement.
Vendor has received and accepted Macquarie’s Standard Terms in respect of the Sale. To the extent
of any inconsistency between the terms of this letter and the Standard Terms, this Engagement Letter
prevails.
For the purposes of the Engagement Agreement, “Security” means an ordinary share in the issued
capital of the Issuer.
Sale Securities
53,531,358 Securities (Code: ASX/NZX:CEN)
Price
The underwritten fixed price shall be NZ$9.25 per Sale Security (“Price”)
Gross proceeds from
Sale
NZ$495,165,061.50 (“Proceeds”)
Fees
In consideration of performing its obligations under this Engagement
Agreement, Macquarie shall be entitled to such fees as the parties agree.
Fees may be set off by Macquarie against amounts due to the Vendor under this
Engagement Agreement on the Settlement Date.
Timing
Proposal valid until 5:00pm (Auckland time) on Wednesday, 20 May 2026
Order under this Engagement Agreement to be executed on the NZX on the
Trade Date
Trade Date
Thursday, 21 May 2026 (“T”)
Settlement Date
Monday, 25 May 2026 (T + 2 business days)

Macquarie Securities (NZ) Limited 2




Underwriting commitment
1. Macquarie agrees to underwrite and guarantee the sale of any Sale Securities not taken up as
part of the Sale (“Shortfall Shares”) by purchasing each of the Shortfall Shares from the Seller
at the Price.
Vendor’s warranties and representations
2. As at the date of this Engagement Agreement and on each day until and including the
Settlement Date, the Vendor represents and warrants that:
o NZX: The Sale Securities are quoted on the financial product market operated by NZX
known as the main board equity security market.
o Ownership, encumbrances: Vendor is the registered holder and sole legal owner of
the Sale Securities and will transfer the full legal and beneficial ownership of the Sale
Securities free and clear of all liens, charges, security interests, claims, equities and
pre-emptive rights, subject to registration of the transferee(s) in the register of members
of the Issuer.
o Body corporate: Vendor is a body corporate validly existing and duly established
under the laws of its place of incorporation.
o Capacity: Vendor has full legal capacity and power to enter into this Engagement
Agreement and to carry out the transactions that this Engagement Agreement
contemplates.
o Authority and power to sell: Vendor has taken, or will have taken by the time
required, all corporate action that is necessary or desirable to authorise its entry into
this Engagement Agreement and its carrying out of the transactions that this
Engagement Agreement contemplates. Vendor has the corporate authority and power
to sell the Sale Securities under this Engagement Agreement and no person has a
conflicting right, whether contingent or otherwise, to purchase or to be offered for
purchase the Sale Securities.
o Agreement effective: This Engagement Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
Securities Law Requirements
o Disclosure: The Sale Securities were offered for issue in reliance upon the exclusion
in clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (“FMCA”) and
may be offered for sale by the Vendor in accordance with this Engagement Letter
without disclosure under Part 3 of the FMCA.
o Non-Controller Non-Affiliate: Vendor is not a “controller” (as defined in section 50AA
of the Corporations Act 2001 (Aus) (“Corporations Act”)) and is not an affiliate” (as
such term is defined in Rule 501(b) of the U.S. Securities Act 1933, as amended (the
“U.S. Securities Act”)) of the Issuer.
o Trading Halt – It will procure that NZX and ASX grant a trading halt in respect of the
Issuer’s ordinary shares which operates from opening of trading on the Trade Date until
completion of any bookbuild undertaken by Macquarie in respect of the Sale Securities.
o Ranking: Following the sale by Vendor, the Sale Securities will rank equally in all
respects with all other ordinary shares of the Issuer, including as to their entitlement to
dividends.
o No breach: Vendor will not, prior to settlement on the Settlement Date, commit, be
involved in or acquiesce in any activity which breaches its constitutional documents, the
constitutional documents of the Issuer or applicable law or regulatory requirements
(including, without limitation, the requirements of any laws or regulations relating to
anti-money laundering, counter-terrorism financing, sanctions, bribery or corruption in
New Zealand and in any of the jurisdictions in which Vendor is incorporated or carries
on business), in each case to the extent such breach impacts or could reasonably be
expected to impact on the sale of the Sale Securities, this Engagement Agreement or
By 3.00pm on the Settlement Date, Macquarie will pay, or procure the payment
to the Vendor of, an amount equal to the Price multiplied by the number of Sale
Securities (net of any Fees) by transfer to the Vendor’s account (or as directed)
for value (in cleared funds) against valid delivery of the Sale Securities.

Macquarie Securities (NZ) Limited 3




the Issuer, and will promptly notify Macquarie of any issues arising in connection with
such matters during the Sale.
o No insider trading offence: The sale of the Sale Securities in accordance with this
Engagement Agreement will not constitute a violation by it of subpart 2 of Part 5 of the
FMCA and Vendor authorises Macquarie to disclose this to investors in connection with
the sale of the Sale Securities.
3. Permitted Persons and Permitted Jurisdictions: Subject to compliance with paragraphs 8
and 9, Macquarie shall be entitled to procure and to allocate to such persons in the Permitted
Jurisdictions (defined below and including to itself and its affiliates) as purchasers of the Sale
Securities as it shall, in its absolute discretion, determine and Vendor shall take all reasonable
steps necessary to facilitate the disposal of the Sale Securities by Macquarie and shall, for that
purpose, take all reasonable actions requested by Macquarie within a reasonable period of such
request. To this end, Macquarie will conduct the Sale by way of an offer only to the following
Permitted Persons in the Permitted Jurisdictions:
o In New Zealand, to persons who do not need disclosure under the FMCA;
o Outside New Zealand, to institutional and professional investors in the Permitted
Jurisdictions (as defined below) but not elsewhere (other than the United States, in
accordance with the paragraph directly below and the provisions of paragraph 4 of this
Engagement Letter) to whom offers for sale of securities may lawfully be made without
requiring the preparation, delivery, lodgement or filing of any prospectus or other
disclosure document or any other lodgement, registration or filing with, or approval by,
a government agency (other than any such requirement with which the Vendor, in its
sole and absolute discretion, is willing to comply), as determined by agreement
between the Vendor and Macquarie; and
o In the United States: in accordance with the provisions of paragraph 4 of this
Engagement Letter.
Permitted Jurisdictions means New Zealand, Australia, Bermuda, Canada (British
Columbia, Ontario and Quebec provinces), Cayman Islands, European Union (excluding
Austria), Hong Kong, Japan, Kuwait, Norway, Singapore, Switzerland, United Arab Emirates
(excluding the financial centres), United Kingdom, United States
4. U.S. Securities Act: The Sale Securities will only be offered and sold:
o to persons that are not in the United States in “offshore transactions” (as defined in
Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S.
Securities Act (“Regulation S”); and
o to persons in the United States (i) whom Macquarie reasonably believes to be qualified
institutional buyers (“QIBs”), as defined in Rule 144A under the U.S. Securities Act
(“Rule 144A”), in transactions exempt from the registration requirements of the U.S.
Securities Act pursuant to Rule 144A thereunder; or (ii) that are dealers or other
professional fiduciaries organised or incorporated in the United States that are acting
for a discretionary or similar account (other than an estate or trust) held for the benefit
or account of persons that are not "U.S. persons" (as defined in Rule 902(k) of
Regulation S) for which they have, and are exercising, investment discretion, within the
meaning of Rule 902(k)(2)(i) of Regulation S (“Eligible U.S. Fund Managers”) in
reliance on Regulation S.
5. Macquarie’s warranties and representations: As at the date of this Engagement Letter and on
each day until and including the Settlement Date, Macquarie represents and warrants to Vendor
that:
o Body corporate: Macquarie is a body corporate validly existing and duly established
under the laws of its place of incorporation.
o Capacity: Macquarie has full legal capacity and power to enter into this Engagement
Agreement and to carry out the transactions that this Engagement Agreement
contemplates.
o Authority and power to sell: Macquarie has taken, or will have taken by the time
required, all corporate action that is necessary or desirable to authorise its entry into
this Engagement Agreement and its carrying out of the transactions that this

Macquarie Securities (NZ) Limited 4




Engagement Agreement contemplates. Macquarie has the corporate authority and
power to acquire the Sale Securities under this Engagement Agreement.
o Agreement effective: This Engagement Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
o Status: Macquarie (or its relevant affiliate) is a not a person to whom disclosure needs
to be made under the FMCA or any other applicable laws (including the Corporations
Act) and it is an Accredited Investor within the meaning of Rule 501(a)(1), (2), (3), (7) or
(8) under the U.S. Securities Act or is not a “U.S. person” (as defined in Rule 902(k) of
Regulation S).
o Takeovers Code matters: Macquarie (or its relevant affiliate) is a professional
underwriter (in terms of the Takeovers Code (Professional Underwriters) Exemption
Notice 2004) and is entering into this Engagement Agreement in order to earn
underwriting fees. Neither Macquarie nor any affiliate of Macquarie has a collateral
purpose or intention, in respect of Macquarie's entry into this Engagement Agreement,
of enabling Macquarie or any of its affiliates to increase their control percentage in the
Issuer.
o No reliance: It has made its own independent enquiry and investigations in relation to
the Sale Securities and the Issuer and has entered into this Engagement Agreement in
reliance solely on its own judgment and not in reliance on any representations or
conduct of Vendor or any of its representatives (other than those expressly set out in
this Engagement Agreement).
o No stabilisation or manipulation: Neither the Underwriter nor any of its affiliates has
taken or will take, directly or indirectly, any action designed to, or that might reasonably
be expected to, cause or result in the stabilisation or manipulation of the price of the
Sale Securities in violation of any applicable law.
o Compliance: Macquarie and its affiliates will perform their obligations under this
Engagement Agreement, and the Sale will be conducted by them, in accordance with
all applicable laws and regulations in any relevant jurisdiction, provided that it shall not
be in breach of this warranty to the extent any breach is caused by any act or omission
which constitutes a breach by Vendor of its representations, warranties and
undertakings in paragraph 2, or a breach by an investor of its undertakings,
representations and warranties described in paragraph 9.
6. Reliance: Each party giving a representation and warranty acknowledges that each other party
has relied on the above representations and warranties in entering into this Engagement
Agreement and will continue to rely on them in performing its obligations under this Engagement
Agreement.
7. Notification: Each party agrees that it will notify the other party promptly upon becoming aware
of any of the following occurring prior to the Settlement Date:
o any material change affecting any of the representations and warranties in this
Engagement; or
o any of the representations or warranties in this Engagement Agreement becoming
materially untrue or materially incorrect.
8. Manner of Sale: Macquarie will conduct the Sale by way of an offer only in accordance with all
applicable laws in any jurisdiction including the Financial Markets Conduct Act 2013 (the
"FMCA"), the Takeovers Regulations 2000 (the "Takeovers Code"), the Overseas Investment
Act 2005 (the "OIA") and the Corporations Act, and in particular to persons, and by way of
transactions, that do not (in New Zealand) require disclosure under Part 3 of the FMCA or (in
Australia) that do not need a prospectus or other disclosure document or any other lodgement,
delivery, registration or filing with, or approval by, a government agency (including disclosure
under Part 6D.2 of the Corporations Act) or (if outside Australia or New Zealand) without
requiring the preparation, delivery, lodgement or filing of any prospectus or other disclosure
document or any other lodgement, registration or filing with, or approval by, a government
agency (other than any such requirement with which the Vendor, in its sole and absolute
discretion, is willing to comply), provided that Macquarie will not be in breach of this paragraph
to the extent any breach is caused by: (i) an act or omission by the Vendor, or its affiliates,
officers, employees or representatives which constitutes a breach by the Vendor of its

Macquarie Securities (NZ) Limited 5




representations and warranties in this Engagement Agreement or (ii) a breach by an investor of
its undertakings, representations and warranties described in paragraph 9.
9. Investor representations: Macquarie must require any investor that purchases Sale Securities
to confirm, including through deemed representations and warranties, among other things:
o its status as an investor meeting the requirements of paragraph 8; and
o that they are able to make the relevant purchase in compliance with all relevant laws
and regulations (including the insider trading provisions of the FMCA, the Takeovers
Code, and the OIA).
10. Instructions: Vendor is providing specific instructions to Macquarie to underwrite the sale of the
Sale Securities in the ordinary course of Macquarie’s financial services business, including
without limitation, communicating with and procuring purchasers for, acquiring and disposing of
the Sale Securities under the Engagement Agreement.
11. Bookbuild, Bloomberg and notifications: The Vendor's prior written approval is required
(whether received directly or indirectly from the Vendor’s legal counsel or other representatives)
in respect of any Bloomberg and any other marketing material in connection with the Sale, such
approval not to be unreasonably withheld or delayed. Subject to the foregoing, Vendor
authorises Macquarie to notify potential purchasers of its representations, warranties and
undertakings contained in in this Engagement Agreement, including in relation to the escrow
representations set out in Schedule 1, and also authorises Macquarie to disclose the identity of
Vendor to potential purchasers, in each case, where such disclosure is reasonably necessary
Macquarie to fulfil its obligations under this Engagement Agreement.
12. Announcements: Unless required by applicable law, a legal or regulatory authority or
applicable listing rules, and except as required in relation to procedural announcements via
Bloomberg, the prior written consent of the Vendor must be obtained prior to Macquarie making
any public release or public announcement in relation to the Sale prior to settlement on the
Settlement Date and such release or announcement must be in compliance with all applicable
laws, including the securities laws of New Zealand, Australia and any other jurisdiction.
13. No withdrawal: The parties agree that on and from execution of this Engagement Agreement by
Macquarie and the Vendor, neither party will withdraw from the Sale, cancel or suspend its
obligations under the Engagement Agreement or terminate the Engagement Agreement, except
in accordance with the Engagement Agreement.
14. Schedules: In addition to the terms set out above, the provisions of the Schedules apply to and
govern the relationship between Macquarie and the Vendor and by executing this Engagement
Agreement, Vendor will be deemed to have represented, mandated and agreed as to the
matters covered by the Schedules.
15. Upon receipt of a signed copy of this letter by all parties, Vendor will be taken to have instructed
Macquarie, and Macquarie will be taken to have agreed, to conduct and underwrite the Sale on
the terms of this Engagement Agreement and the relevant documentation.

Macquarie Securities (NZ) Limited 7




Vendor execution and confirmation


EXECUTED by Infratil Investments Limited by its authorised signatory:




......................................................................
Signature of authorised signatory


......................................................................
Name of authorised signatory (block letters)

Macquarie Securities (NZ) Limited 8





SCHEDULE 1 – ESCROW
1. The Vendor undertakes to Macquarie to make an announcement to NZX and ASX by no
later than 9.00am (Auckland time) on the Trade Date that it will not, at any time on and from
the date of this Engagement Agreement until the release of the Issuer’s results
announcement for the year ended 30 June 2026 (expected on or around 18 August 2026)
(the “Relevant Period”), Deal in all or any of the fully paid ordinary securities held by it in
the Issuer (“Remaining Securities”) after settlement of the Sale of the Sale Securities
pursuant to this Agreement, excluding a sale, transfer or disposal to an affiliate of the
Vendor who makes a representation to the Vendor on the date of such sale, transfer or
disposal that it gives an undertaking to the Vendor not at any time during the remainder of
the Relevant Period, to Deal in all or any of such the Remaining Securities sold, transferred
or disposed to it (excluding any further sale, transfer or disposal to an affiliate as
contemplated by this clause 1 of this Schedule 1).
2. Each party to the Engagement Agreement acknowledges that the undertaking in clause 1 of
this Schedule 1 is an undertaking to make a statement to NZX and ASX only:
a. is not intended to, and does not give Macquarie any power to dispose of, or control
the disposal of, the Remaining Securities the subject of the undertaking; and
b. has been provided to only address the financial consequences of the Vendor
disposing of, or dealing with, any Remaining Securities held by it and accordingly
any breach of the undertaking:
(1) only gives rise to a right to damages and the parties acknowledge that, in
such circumstances, damages are an adequate remedy for breach of the
undertaking; and
(2) does not entitle Macquarie to a remedy of specific performance.
3. For the purposes of this clause, “Deal” in respect of the Remaining Securities means:
a. sell, assign, transfer or otherwise dispose of;
b. agree to offer to sell, assign, transfer or otherwise dispose of;
c. enter into any option which, if exercised (whether such exercise is subject to
conditions or otherwise), enables or requires the Vendor to sell, assign, transfer or
otherwise dispose of; or
d. decrease or agree to decrease an economic interest in,
the Remaining Securities, but excludes:
e. a repurchase (whether by buy-back, reduction of capital or other means) of
Remaining Securities by the Issuer;
f. any acceptance by the Vendor of a takeover offer for the Issuer in accordance with
the Takeovers Code or any transfer pursuant to a scheme of arrangement under
Part 15 of the Companies Act 1993 (including entry into any pre-bid agreement or
voting rights agreement permitted by the Takeovers Code in advance of a takeover
offer);
g. a sale, transfer or disposal to a third party where it is a condition of the sale that
the third party announce an intention to acquire, or propose a transaction to
acquire, greater than 50% of the ordinary shares of the Issuer; or
h. the sale of any Remaining Securities in accordance with the terms of this
Agreement.

Macquarie Securities (NZ) Limited 9





SCHEDULE 2 – GST & WITHHOLDING TAX
1. Definitions and Interpretation: In this Engagement Letter, unless the context indicates
otherwise:
a. GST Act means the Goods and Services Tax Act 1985;
b. GST means goods and services tax levied under the GST Act, at the rate prevailing
from time to time, including any tax levied in substitution for such tax, but excluding any
penalties or interest payable in respect of such tax;
c. All words and phrases used in this Schedule (other than clause 7 of this Schedule) that
are defined in the GST Act have the meanings given in the GST Act.
2. Financial services: The parties record their understanding that any supplies made in New
Zealand by Macquarie in discharging its obligations to the Vendor under this Engagement
Agreement that are taxable supplies are supplies of financial services that are subject to clause
3 of this Schedule) exempt supplies under and for the purposes of the GST Act.
3. Zero-rating: The Vendor acknowledges that Macquarie (or the representative member of the
GST group of which Macquarie is a member) may seek to treat supplies made by Macquarie
under this Engagement Agreement that are taxable supplies as zero-rated for GST purposes
under section 11A(1)(q) or (r) of the GST Act. For this purpose, the Vendor confirms that it will
provide reasonable assistance to Macquarie in connection with determining whether, or to what
extent, supplies under this Engagement Agreement may be zero-rated under those provisions,
but will give no warranty, representation or other assurance whatsoever with respect to this
matter.
4. GST Amount: Unless provided otherwise, if any supply made under this Engagement
Agreement is a taxable supply, the recipient of the supply (Recipient) must pay to the party
making the taxable supply (Supplier), in addition to and at the same time as the consideration
otherwise payable for that supply, but subject to the Recipient’s receipt of the requisite taxable
supply information issued by the Supplier in respect of that supply, an amount equal to the GST
charged in respect of that supply (GST Amount).
5. Payment Differences: If the GST payable by the Supplier in connection with a taxable supply
made under or in connection with this Engagement Agreement differs from the GST Amount
paid by the Recipient under clause 4 of this Schedule, the Supplier must repay any excess to
the Recipient or the Recipient must pay any deficiency to the Supplier, as appropriate within five
business days of the Supplier providing the Recipient with a written notification regarding the
difference in the GST payable. Where the difference in the GST payable results from an event
referred to in section 25(1) of the GST Act, the Supplier will issue supply correction information
as required by the GST Act.
6. Input Tax Credit: If any amounts payable by the Vendor to Macquarie under this Engagement
Agreement are calculated by reference to a cost or expense incurred by Macquarie, the amount
payable to Macquarie under any other provision of this Engagement Agreement must be
reduced by the amount of any input tax credit to which the Lead Manager (or the GST group of
which the Lead Manager is a member) is entitled in connection with that cost or expense.
7. Withholding Tax: If any amount payable by either party to the other under this Engagement
Agreement is or becomes subject to any withholding tax or other deduction required by law, the
amount payable by the paying party to the other under this Engagement Agreement will be
reduced by the relevant withholding tax or deduction and the paying party will not be required to
gross up or otherwise compensate the other party on account of the withholding tax or
deduction.

Macquarie Securities (NZ) Limited 10




SCHEDULE 3 - U.S. OFFER REPRESENTATIONS
(Vendor U.S. representations):
As at the date of this Engagement Agreement and on each day until and including the Settlement
Date, the Vendor represents and warrants that:
a) none of it, any of its affiliates or any person acting on behalf of any of them (other than
Macquarie or its affiliates or any person acting on behalf of any of them, as to whom it
makes no representation) has offered or sold, or will offer or sell, any of the Sale Securities
in the United States, using any form of "general solicitation" or "general advertising" within
the meaning of Rule 502(c) under the U.S. Securities Act or in any manner involving a
public offering of the Sale Securities in the United States within the meaning of Section
4(a)(2) of the U.S. Securities Act;
b) with respect to those Sale Securities sold in reliance on Regulation S, none of it, any of its
affiliates, or any person acting on behalf of any of them (other than Macquarie or its
affiliates or any person acting on behalf of any of them, as to whom it makes no
representation) has engaged or will engage in any "directed selling efforts" (as that term is
defined in Rule 902(c) under the U.S. Securities Act) in the United States;
c) to the best of its knowledge, the Issuer is a 'foreign private issuer' as defined in Rule 405
under the U.S. Securities Act and there is no 'substantial U.S. market interest' (as defined in
Rule 902(j) under the U.S. Securities Act) in the Sale Securities or any security of the same
class or series as the Sale Securities;
d) neither it nor any of its affiliates has taken or will take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or result in the stabilisation or
manipulation of the price of the Sale Securities in violation of any applicable law;
e) none of it, any of its affiliates or any person acting on behalf of any of them (other than
Macquarie or its affiliates or any person acting on behalf of any of them, as to whom it
makes no representation or warranty), has solicited any offer to buy, offered to sell or sold,
and none of them will solicit any offer to buy, offer to sell or sell in the United States any
security which could be integrated with the sale of the Sale Securities in a manner that
would require the offer and sale of the Sale Securities to be registered under the U.S.
Securities Act;
f) subject to compliance by Macquarie with its obligations under representations (c), (d), (e)
and (f) below, it is not necessary to register the offer and sale of the Sale Securities, or the
initial offer and resale of the Sale Securities by Macquarie, in each case in the manner
contemplated by this Engagement Letter under the U.S. Securities Act, it being understood
that it makes no representation or warranty about any subsequent resale of the Sale
Securities;
g) to the best of its knowledge, the Sale Securities are eligible for resale pursuant to Rule
144A and are not of the same class as securities listed on a national securities exchange
registered under Section 6 of the U.S. Securities Exchange Act of 1934 (the “Exchange
Act”) or quoted in a U.S. automated interdealer quotation system; and
h) to the best of its knowledge, the Issuer is exempt from reporting under Section 13 or 15(d)
of the Exchange Act pursuant to Rule 12g3-2(b) thereunder.
(Lead Manager U.S representations)
As at the date of this Engagement Agreement and on each day until and including the Settlement
Date, Macquarie represents and warrants that:
a) it is an Accredited Investor within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) under the
U.S. Securities Act or is not in the United States;
b) it acknowledges that the offer and sale of the Sale Securities have not been and will not be
registered under the U.S. Securities Act and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws;
c) none of it, its affiliates nor any person acting on behalf of any of them has solicited offers for
or offered to sell, and none of them will solicit offers for, or offer or sell, the Sale Securities
in the United States, using any form of "general solicitation" or "general advertising" within
the meaning of Rule 502(c) under the U.S. Securities Act or in any manner involving a
public offering in the United States within the meaning of Section 4(a)(2) of the U.S.
Securities Act;
d) all offers and sales of the Sale Securities in the United States by it and any of its affiliates
will be effected through its U.S. broker-dealer affiliates;
e) it, its affiliates and any person acting on behalf of any of them has offered and sold the Sale
Securities, and will offer and sell the Sale Securities:

Macquarie Securities (NZ) Limited 11




i. in the United States, only (A) to persons that it reasonably believes to be QIBs in
transactions exempt from the registration requirements of the U.S. Securities Act
under Rule 144A thereunder, or (B) to Eligible U.S Fund Managers, in reliance on
Regulation S under the U.S. Securities Act; and
ii. to persons that are not in the United States in "offshore transactions" (as defined in
Rule 902(h) under the U.S. Securities Act) in accordance with Regulation S under
the U.S. Securities Act;
f) with respect to those Sale Securities sold in reliance on Regulation S, none of it, its affiliates
nor any person acting on behalf of any of them has engaged or will engage in any "directed
selling efforts" (as that term is defined in Rule 902(c) under the U.S. Securities Act); and
g) neither it nor any of its affiliates has taken or will take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or result in the stabilisation or
manipulation of the price of the Sale Securities in violation of any applicable law.