Corporate Governance Presentation

Release






Meridian Energy Limited (ARBN 151 800 396) A company incorporated in New Zealand
Level 2, 98 Customhouse Quay, Wellington 6011

meridianenergy.co.nz
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Corporate Governance Presentation

13 October 2025


Attached is a Meridian Energy Limited corporate governance presentation the Company’s Directors
are making this week.


ENDS

Authorised for release by:

Jason Woolley
General Counsel and Company Secretary
Meridian Energy Limited


For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Philip Clark
Head of Communications
0278 385 710

7 cm
2025
Governance
Roadshow
13-16 OCTOBER 2025

13-16 OCTOBER 20252025 GOVERNANCE ROADSHOW
PAGE 2
Meridian Board
David Carter
Appointed July 2023.
Julia Hoare
Appointed September 2019.
Chair Audit and Risk
Committee.
2025 re-election.
Tania Simpson
Appointed August 2021.
Chair People, Remuneration
and Culture Committee.
Mark Verbiest
Appointed March 2017.
Appointed Chair October
2019.
Michelle Henderson
Appointed October 2019.
2025 re-election.
Nagaja Sanatkumar
Appointed January 2020.
Chair Safety and
Sustainability Committee.
Chair Cyber Security
Committee.
2025 re-election.
Graham Cockroft
Appointed July 2022.
2025 re-election.

Director skills matrix
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Strategic focus
Mark
Verbiest
Julia
Hoare
Michelle
Henderson
Nagaja
Sanatkumar
Tania
Simpson
Graham
Cockroft
David
Carter
Capital markets, corporate finance and investment community
Engineering, construction, physical infrastructure
Executive leadership
Financial acumen
Future of customer
Governance of listed companies
Government, public policy and regulation
Industry experience
Iwi relationships and connections
Risk management
Strategic and commercial experience
Sustainability
Technology and digital
Technology and security
◼︎primary focus
◼︎secondary focus

Key governance metrics
13-16 OCTOBER 20252025 GOVERNANCE ROADSHOW
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Gender composition
femalemale
gender
diverse
Number of directors430
Percentage of directors57%43%0%
Number of officers470
Percentage of officers36%54%0%
Annual director fee pool and breakdownFY24FY25
Board fees$912,500$950,500
Committee fees$135,500$227,700
Unallocated fee pool$151,000$25,800
Total pool$1,199,000$1,199,000
Chair$212,000$250,000
Director$116,750$116,750
Audit & Risk Committee Chair$25,000$32,600
Audit & Risk Committee member$10,500$16,300
S&S
1
and PRC
2
Committee Chair$21,000$27,000
S&S and PRC Committee member$9,500$12,000
Cyber Security Committee Chair-$13,500
Cyber Security Committee member-$6,000
Meeting attendance
Board
A&R
3
Committee
PRC
Committee
S&S
Committee
CS
4
Committee
Number of meetings106655
David Carter1055
Graham Cockroft106615
Michelle Henderson106151
Julia Hoare1061
Nagaja Sanatkumar101655
Tania Simpson1065
Mark Verbiest10661
Notes
At the 2024 ASM, the director fee pool was re-allocated with effect from 1 July 2024. The overall
fee pool remains at the level approved in 2021.
The Board has a minimum target of 30% of its directors being persons of who self identify as male
and 30% who self identify as female.
The Board also has a target of at least one director with a detailed understanding of tikanga Māori
and iwi relationships, with particular reference to the significance of the Ngāi Tahu relationship
with Meridian.
Director tenure: 0-5 years, 3 directors; 5-10 years, 4 directors; 10+ years, 0 directors.
Directors not members of Board Committees attend at least 1 meeting as an ex officio member.
1
Safety and Sustainability
2
People, Remuneration and Culture
3
Audit and Risk
4
Cyber Security

Government review of
the electricity sector
Workstream 1: invest in energy security
Deliver an LNG import facility.
Enable the Mixed Ownership Model companies to raise equity.
Leverage Government purchasing power to drive new energy projects.
Resource management changes, the Fast Track approvals process and
offshore wind legislation.
Workstream 2: build stronger markets
Reduce sovereign risk for oil, gas and LNG infrastructure.
Strengthen the Electricity Authority’s enforcement powers.
Improve electricity market transparency.
Improve gas market transparency through a centralised disclosure
dashboard.
Strengthen the current regulatory framework to ensure that dry year
risk will not re-emerge in the future.
Improve distributor efficiency through increased regulation and
performance benchmarking.
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The $186M Ruakākā Battery Energy Storage System near Whangārei was completed in May 2025.

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Our strategy
FY25 PROGRESS
⚑
⚑
⚑
⚑

Renewable Development Pipeline
13-16 OCTOBER 20252025 GOVERNANCE ROADSHOW
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Risk management
Meridian operates an active programme to ensure
ongoing risk management.
The Risk Management Framework, Policy and
Guidelines have been developed to meet ISO 31000
Risk Management –Guidelines.
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Material RiskClimate Related Disclosure Link
Adverse Hydrological conditions
Physical Risk 2: Changing seasonal
weather patterns increases hydro inflow
volatility.
Cyber Security
Access to water
Legislative and Regulatory Risk
Demand Risk
Peak capacity
Transition Risk 1: Insufficient flexibility for
a fully renewable electricity system leads
to supply shortages.
Market supply
Transition Risk 1: Insufficient flexibility for
a fully renewable electricity system leads
to supply shortages.
Development pipeline
Critical Equipment or technology
failure
Health and safety
Catastrophic event
Physical Risk 3: Increased severe weather
events could damage assets and
infrastructure.
Four risk categories:
People–including impacts to staff, contractors,
suppliers, customers and the public (including
communities, iwi and mana whenua).
Financial–increased costs, loss of revenue and
reduction in value.
Environmental–impacts on the environment’s
current baseline.
Reputational–events that cause the deterioration
of Meridian’s reputation.

13-16 OCTOBER 20252025 GOVERNANCE ROADSHOW
PAGE 9
Meridian Executive
Tania Palmer
General Manager
Generation
Jason Stein
Chief People Officer
Rory Blundell
General Manager
Strategy & Portfolio
Lisa Hannifin
Chief Customer Officer
Jason Woolley
General Counsel &
Company Secretary
Mike Roan
Chief Executive
Appointed July 2025
Guy Waipara
General Manager
Development
Bharat Ratanpal
Chief Information
Officer
Claire Shaw
General Manager
Corporate Affairs &
Sustainability
Mandy Simpson
Chief Financial
Officer
Appointed
September 2025

Chief Executive remuneration
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Total remuneration earned
Neal Barclay
FY24FY25
Base salary$1,377,885$1,433,000
Kiwisaver on base salary$55,115$57,320
Total fixed remuneration$1,433,000$1,490,320
Short-term incentive scheme outcome83.4%0%
Short-term incentive earned$848,479$0
Long-term incentive scheme outcome100%100%
Long-term incentive earned (vested shares)$962,678$980,285
Employee share scheme (award shares)$2,500$2,500
Total remuneration earned$3,246,657$2,473,105
Total remuneration package
Mike Roan
FY26
Base salary$1,123,870
Kiwisaver on base salary$44,955
Total fixed remuneration$1,168,825
Short-incentive cash
(50% of base, incl. KiwiSaver)
$584,412
Short-incentive deferred equity
(20% of base, excl. KiwiSaver)
$224,774
Long-term incentive earned equity
(50% of base, excl. KiwiSaver)
$561,935
Employee share scheme (award shares)$2,500
Total remuneration package$2,542,446
FY25 financial measure
(EBITDAF less capital charge)
was below the 85% minimum
threshold, no short-term
incentive payment was made.
50% weighting on absolute 3-
year TSR comparison against
the company's compounded
cost of equity over the same
period (100% outcome in FY25).
50% weighting on relative 3-
year TSR comparison against a
peer group of other companies
listed in the S&P/NZX50 Index
over the same period (100%
outcome in FY25).
Variable incentive remuneration assumed at target.
From May 2025, a Minimum Encouraged Meridan Shareholding Policy was
introduced applicable to Directors, the Chief Executive and the Executive Team.
Starting in FY26 a new deferred equity short-term incentive has been
introduced for the Chief Executive and the Executive Team. The measures for
the new Deferred Equity STI are the same as for the Cash STI plan. Payment
under the Deferred Equity STI will be made in equity and is deferred for two
years following the end of the FY26 performance year.

FY26 Executive Scorecard
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PAGE 11
ObjectiveMeasureAdequate (0% to 50%)Target –good (75%)Excellent (100%)Weighting
Grow renewable
generation
Delivery of
milestones
50%: One of the Good measures
must be materially behind target. For
example, only one renewable
development project makes FID
0%: Two of the Good measures must
be materially behind target. For
example, no renewable development
projects make FID
Waitaki consent granted and
strategy for Manapōuri re-consenting
agreed, begin construction of agreed
new developments, gain and lodge
consents and refine hydro storage
options, including secure Pūkaki
contingent storage
The Good measures must be
delivered and one must be materially
ahead of target. For example,
another consent lodged or another
development bought to FID
25%
Deliver cleaner,
cheaper energy
Delivery of
milestones
50%: One of the Good measures
must be materially behind target
0%: More of the Good measures must
be materially behind target
Migrate all customers to new retail
platform to deliver cost to serve and
cost to acquire benefits set out in
Board-approved business case.
Increase customers as per plan, in a
cost-accretive manner
Grow volume of customers on flex
products to build market flexibility
and reduce costs for consumers.
Install new high-capacity chargers as
set out in initial phase of business
case to add more annualised revenue
to business
Influence energy market reform that
is efficient so that costs to consumers
are minimised and consenting is
encouraged
The Good measures must be
delivered and one must be materially
ahead of target
20%
The scorecard measures remain subject to a ‘Safety performance and leadership’ gate which requires the Executive to demonstrate an improvement in safety leadership and outcomes across the business and will be considered in the context of both
lead and lag indicators
In addition to the ‘Safety’ gate, the Board can (on the recommendation of the Chief Executive) lift or reduce outcomes by up to 20 percent
At their discretion additionally, the Chief Executive may flex an individual executive up or down by up to 10 percent based on how that individual has reflected the company values, brand, and positions externally, internally and within the Executive

FY26 Executive Scorecard continued
13-16 OCTOBER 20252025 GOVERNANCE ROADSHOW
PAGE 12
ObjectiveMeasureAdequate (0% to 50%)Target –good (75%)Excellent (100%)Weighting
Deliver operational
excellence
EBITDAF,
delivery of
milestones
50%: One of the Good measures
must be materially behind target. For
example, the Finance Transformation
initiative is not delivered
0%: Two of the Good measures must
be materially behind target. For
example, the Finance Transformation
initiative is not delivered and the
energy transition is challenged
Reduce annual outage days and
improve efficiency of generation
business as set out in approved
business case
Deliver business improvement across
Portfolio, Trading and Operations
The Good measures must be
delivered and one must be materially
ahead of target. For example, all ICT
projects are delivered as expected
and associated benefits realised
20%
Grow capability and
culture safety
Delivery of
milestones
50%: One of the Good measures
must be materially behind target. For
example, DJSI outcomes not realised
0%: Two of the Good measures must
be materially behind target. For
example, DJSI and engagement
outcomes not realised
Improve diversity of the workforce
while lifting number of women in
senior roles, lift Māori representation
and deliver the FY26 wellbeing
initiatives
Ensure we live up to our commitments
to iwi
Achieve World Index category in Dow
Jones Best-in-Class index
Deliver the Emissions Reduction Plan
targets
The Good measures must be
delivered and one must be materially
ahead of target. For example, top the
Asia Pacific DJSI index
20%
50%: One of the Good measures
must be materially behind target. For
example, a safety indicator well
behind expected levels
0%: Two of the Good measures must
be materially behind target
Drive improvements in safety
performance and maturity so that the
probability of a critical risk occurring
stays within tolerable levels as set out
in the risk management framework
Reduce the number of serious
incidents where a critical control was
identified as failing or inadequate
The Good measures must be
delivered and one indicator must be
materially ahead of target
15%

Disclaimer
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PAGE 13
The information in this presentation was prepared by Meridian Energy
with due care and attention. However, the information is supplied in
summary form and is therefore not necessarily complete, and no
representation is made as to the accuracy, completeness or reliability of
the information. In addition, neither the company nor any of its directors,
employees, shareholders nor any other person shall have liability
whatsoever to any person for any loss (including, without limitation,
arising from any fault or negligence) arising from this presentation or any
information supplied in connection with it.
This presentation may contain forward-looking statements and
projections. These reflect Meridian’s current expectations, based on what
it thinks are reasonable assumptions. Meridian gives no warranty or
representation as to its future financial performance or any future
matter. Except as required by law or NZX or ASX listing rules, Meridian is
not obliged to update this presentation after its release, even if things
change materially.
This presentation does not constitute financial advice. Further, this
presentation is not and should not be construed as an offer to sell or a
solicitation of an offer to buy Meridian Energy securities and may not be
relied upon in connection with any purchase of Meridian Energy
securities.
This presentation contains a number of non-GAAP financial measures,
including Energy Margin, EBITDAF, Underlying NPAT and gearing.
Because they are not defined by GAAP or IFRS, Meridian's calculation of
these measures may differ from similarly titled measures presented by
other companies and they should not be considered in isolation from, or
construed as an alternative to, other financial measures determined in
accordance with GAAP. Although Meridian believes they provide useful
information in measuring the financial performance and condition of
Meridian's business, readers are cautioned not to place undue reliance
on these non-GAAP financial measures.
The information contained in this presentation should be considered in
conjunction with the company’s financial statements, which are included
in Meridian’s integrated report for the year ended 30 June 2025,
available at:
www.meridianenergy.co.nz/about-us/investors
All currency amounts are in New Zealand dollars unless stated otherwise.