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For Personal Use Only Use Personal For DATED 27 SEPTEMBER 2013 MERIDIAN ENERGY LIMITED INSTRUMENT TO AMEND REGISTERED PROSPECTUS IN ACCORDANCE WITH SECTION 43 OF THE SECURITIES ACT 1978 For personal use only MERIDIAN ENERGY LIMITED Instrument to amend dated 27 September 2013 relating to combined investment statement and prospectus dated 20 September 2013 (Section 43 of the Securities Act 1978) 1. INTRODUCTION 1.1 In relation to the offer by Her Majesty the Queen in Right of New Zealand (" Crown ") of ordinary shares in Meridian Energy Limited (" Company "), the Crown and the Company registered a combined investment statement and prospectus dated 20 September 2013 (" Offer Document ") under the Securities Act 1978 with the Registrar of Financial Service Providers at Auckland on 20 September 2013. 1.2 The Company and the Crown now wish to amend the Offer Document and, in accordance with section 43 of the Securities Act 1978, file this instrument to amend dated 27 September 2013. 1.3 References to the Offer Document in this instrument to amend are to the original (pre- amended) Offer Document dated 20 September 2013. 2. AMENDMENTS 2.1 On the front cover of the Offer Document, "Investment Statement and Prospectus 20 September 2013" is deleted and replaced with "Investment Statement and Prospectus 20 September 2013 (as amended by an Instrument to Amend dated 27 September 2013)". 2.2 On the inside front cover of the Offer Document, under the heading "IMPORTANT NOTICE" the second paragraph is deleted and replaced with: This Offer Document is a combined investment statement and prospectus for the purposes of the Securities Act and the Securities Regulations and is prepared as at, and dated, 20 September 2013 (as amended by an instrument to amend dated 27 September 2013). All references in this Offer Document to "this Offer Document" are to be read as "this Offer Document, as amended". 2.3 On page 5 of the Offer Document, the following is inserted in the bottom left corner: EXEMPTION NOTICE Meridian and the Crown have been granted exemptions that allow them to exclude certain commercially sensitive provisions from two material contracts, as described on page 196 of this Offer Document. The directors of Meridian and the Crown warrant that the exclusion of these provisions does not make this Offer Document misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances. 2.4 On page 13 of the Offer Document, the paragraph immediately below the heading "WITHDRAWAL RIGHTS" is amended by deleting " in 7.1 Details of the Offer " and replacing it with "on page 23 of this Offer Document". For personal use only 2.5 On page 23 of the Offer Document, the following new section is inserted immediately after the section headed "Forward-Looking Statements": SUPPLEMENTARY DISCLOSURE If any significant adverse developments occur prior to commencement of the bookbuild process, the Crown and Meridian may advise investors of those developments by publishing advertisements in newspapers, with additional information on the Offer website www.meridianshares.govt.nz or which is available by calling 0800 90 30 90 , pursuant to an exemption granted by the Financial Markets Authority under the Securities Act. Further details of this exemption are discussed under the heading "Other Material Matters" in 7.3 Statutory Information . In the case of a significant adverse development prior to the commencement of the bookbuild process, then in addition to any other rights of withdrawal, people who have already applied for Shares will have a right to withdraw their Application. Full details of these rights are set out on page 179 of this Offer Document. Notice of withdrawal must be given in one of the following manners: • by calling 0800 90 30 90 ; or • by completing the withdrawal form that will be made available on the Offer website www.meridianshares.govt.nz . Withdrawals made by any other method may not be accepted by the Crown. Notice of withdrawal must be received within 7 days after the publication of the advertisements. If an Applicant does not take any action to effect withdrawal within the relevant time period, the Crown will be entitled to accept the Applicant’s Application. The Crown and Meridian must refund any Applicant who has validly withdrawn their Application (not including any interest on their Application monies) within five Business Days after the expiry of the seven day withdrawal period described above. 2.6 On page 161 of the Offer Document, the second sentence of paragraph a) under the heading "Directors' Responsibilities" is amended by deleting "page 197" and replacing it with "page 198". 2.7 On page 163 of the Offer Document, the first paragraph under the heading "Unqualified Opinion" is amended by deleting "page 197" and replacing it with "page 198". 2.8 On page 179 of the Offer Document, the section headed "Supplementary Disclosure" is amended by: (a) in the first bullet point of the second paragraph, deleting "a supplementary disclosure being made" and replacing it with "an advertisement being published"; and (b) in the second bullet point of the second paragraph, deleting "a supplementary disclosure being made" and replacing it with "an advertisement being published". 2.9 On page 196 of the Offer Document, under the heading "Exemption Notice" the paragraph comprising the shaded text at the bottom right of the page is amended by deleting "are of the opinion" and replacing it with "warrant". 3. AMENDED OFFER DOCUMENT 3.1 The Offer Document as amended is set out in the Annexure to this instrument to amend. For personal use only For personal use only ANNEXURE: OFFER DOCUMENT AS AMENDED For personal use only Meridian Share Offer INITIAL PUBLIC OFFERING OF ORDINARY SHARES IN MERIDIAN ENERGY LIMITED Investment Statement and Prospectus !" September !"#$ (as amended by an Instrument to Amend dated !% September !"#$) For personal use only THE FINANCIAL MARKETS AUTHORITY If you are in any doubt as to any aspect of the REGULATES CONDUCT IN FINANCIAL MARKETS Offer you should consult your financial or legal The Financial Markets Authority regulates conduct adviser or a NZX Firm. Important in New Zealand’s financial markets. The Financial You should seek your own taxation advice on the Markets Authority’s main objective is to promote implications of an investment in the securities and facilitate the development of fair, efficient, offered under this Offer Document. Information and transparent financial markets. This Offer Document may not be distributed For more information about investing, go to to or relied upon by persons in the United http://www.fma.govt.nz. States unless it is part of the International (The information in this section is Offering Memorandum used in connection FINANCIAL ADVISERS CAN HELP YOU MAKE required under the Securities Act !"#$.) with the Institutional Offer. See ".% Answers INVESTMENT DECISIONS to Important Questions for certain important Using a financial adviser cannot prevent you from selling restrictions. Investment decisions are very important. losing money, but it should be able to help you They often have long-term consequences. make better investment decisions. NO GUARANTEE Read all documents carefully. Financial advisers are regulated by the Financial No person guarantees the securities offered under Ask questions. Seek advice before Markets Authority to varying levels, depending on this Offer Document. No person warrants or guarantees the performance of the securities or committing yourself. the type of adviser and the nature of the services they provide. Some financial advisers are only any return on any investments made pursuant to allowed to provide advice on a limited range of this Offer Document. products. REGISTRATION Choosing an investment When seeking or receiving financial advice, you A copy of this Offer Document, duly signed by should check – or on behalf of the directors of Meridian and When deciding whether to invest, consider • the type of adviser you are dealing with: the Crown, and having endorsed thereon or • the services the adviser can provide you with: attached thereto copies of the documents and carefully the answers to the following • the products the adviser can advise you on. other materials required by section )& of the questions that can be found on the pages Securities Act, has been delivered to the Registrar noted below: A financial adviser who provides you with of Financial Service Providers for registration in personalised financial adviser services may be accordance with section )$ of the Securities Act. required to give you a disclosure statement The documents required by section )& of the covering these and other matters. You should ask Securities Act to be endorsed on or attached to PAGE your adviser about how he or she is paid and any the copy of this Offer Document delivered to the conflicts of interest he or she may have. Registrar of Financial Service Providers are: What sort of investment is this? !% Financial advisers must have a complaints process • the report of the Auditor in respect of certain in place and they, or the financial services provider financial information included in this Offer they work for, must belong to a dispute resolution Document, as set out in this Offer Document; Who is involved in providing it scheme if they provide services to retail clients. So • the signed consent of the Auditor to the audit for me? !& if there is a dispute over an investment, you can report appearing in this Offer Document; ask someone independent to resolve it. • the signed consent of Deloitte to the How much do I pay? !' Most financial advisers, or the financial services investigating accountant’s report appearing in provider they work for, must also be registered on this Offer Document; the financial service providers register. You can • the signed consent of Beca Carter Hollings & What are the charges? !( search for information about registered financial Ferner Limited to the independent engineer’s service providers at http://www.fspr.govt.nz.
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