Meridian Energy : Hedge Settlement Agreement dated 31 May 2024 (Conditional)

		Hedge Settlement Agreement
Date:	31 May 2024
	Party A	Meridian Energy Limited
	Party B	New Zealand Aluminium Smelters Limited

1. Lodging of hedge settlement agreement
2. 1. Party A and Party B (the parties) submit this hedge settlement agreement to the clearing manager, as contemplated by clause 14.8 of the Electricity Industry Participation Code 2010 (the Code). Terms that are used in this agreement but not defined bear the meaning given to them in the Code.
   2. By submitting this hedge settlement agreement to the clearing manager in accordance with clause 14.8 of the Code, the parties agree to be bound by the terms set out below from the time at which the clearing manager counter-signsit.
   3. If the clearing manager counter-signs this document then, from the time it counter-signs, it has obligations relating to it under the Code. However, the parties acknowledge the clearing manager is not bound by this document and that its obligations in relation to it are limited to those set out in the Code.
3. Definitions
   The following definitions apply in this document:
   aggregate fixed amount means, in relation to a billing period, the sum of the fixed amounts for each calculation period in that billing period
   aggregate floating amount means, in relation to a billing period, the sum of the floating amounts for each calculation period in that billing period
   business day means any day of the week except Saturdays, Sundays, national holidays, the day observed as Wellington Anniversary Day, and any other day from time to time declared by the Authority not to be a business day by notice to each registered participant
   calculation period means a trading period during the term commencement date means the date specified as such in the schedule expiry date means the date specified as such in the schedule
   fixed amount means, in relation to a calculation period, an amount calculated using the following formula:

fixed amount = notional quantity x fixed price

fixed amount payment date means, in relation to a billing period, the date specified as such in the schedule

fixed price means, in relation to a calculation period, the amount determined as such for that calculation period in accordance with the schedule

fixed price payer means, in relation to a hedge settlement agreement, the party specified as such in the schedule

floating amount means, in relation to a calculation period, an amount calculated using the following formula:

floating amount = notional quantity x floating price

floating amount payment date means, in relation to a billing period, the date specified as such in the schedule

floating price means, in relation to a calculation period, the final price per MWh for that calculation period by reference to the hedge reference point

floating price payer means, in relation to a hedge settlement agreement, the party specified as such in the schedule

hedge reference point means the grid exit point specified as such in the schedule

notional quantity means, in relation to a calculation period, the number of MWhs determined as such in accordance with the schedule for that calculation period

settlement date means the date on which payments are due under clause 14.31 of the Code

term means the period from 00.00 hours on the commencement date until 23.59 hours on the date on which the hedge settlement agreement terminates

1. Payment of hedge settlement amounts In relation to a billing period:
2. 1. on the fixed amount payment date, the fixed price payer must pay the clearing manager an amount equal to the aggregate fixed amount in relation to that billing period;
   2. on the floating amount payment date, the floating price payer must pay the clearing manager an amount equal to the aggregate floating amount in relation to that billing period;
   3. on the settlement date the clearing manager must pay:
   4. 1. the fixed price payer an amount equal to the aggregate floating amount in relation to that billing period; and
      2. the floating price payer an amount equal to the aggregate fixed amount in relation to that billing period; and
   5. for the avoidance of doubt, the obligations to pay the clearing manager under this hedge settlement agreement do not excuse Party A or Party B of its obligation to pay the clearing manager in accordance with Part 14 of the Code.
3. Termination
   This hedge settlement agreement terminates on the earlier of:
4. 1. the expiry date; and
   2. the date on which it is cancelled under the Code.
5. Other provisions
6. 1. The fixed price is inclusive of any additional costs arising due to carbon charges.
   2. Subject to clause 5(c), each party shall keep confidential, and make no disclosure of:
   3. 1. the contents of this hedge settlement agreement; and
      2. all information obtained from the other party under this hedge settlement agreement or in the course of negotiations in respect of this hedge settlement agreement,

(together, Information).

1. Information may be disclosed by a party if:
2. 1. disclosure is to the Electricity Authority; or
   2. disclosure is required by law, or necessary to comply with the listing rules of any recognised stock exchange; or

1. 1. disclosure is necessary to obtain the benefits of, and fulfil obligations under, this hedge settlement agreement; or
   2. that Information already is, or becomes, public knowledge other than as a result of a breach of clause 5(b) by that party; or
   3. disclosure is made to a lawyer or accountant for that party; or
   4. disclosure is made with the written agreement of the parties.
2. In addition, where there is a:
3. 1. day, this means both business days and non-businessdays:
   2. weekday, this means a business day:
   3. weekend, this means non-businessdays.

EXECUTION

PARTY A

MERIDIAN ENERGY LIMITED (Company No: 938552)

By:

Signature of Authorised Signatory

Name of Authorised Signatory

Date: 30 May 2024

PARTY B

NEW ZEALAND ALUMINIUM SMELTERS LIMITED (Company No: 156735)

By:

Signature of Authorised Signatory

Name of Authorised Signatory

Date: 30 May 2024

The clearing manager accepts the lodgement of this hedge settlement agreement by counter-signing it. EXECUTED for and on behalf of Energy Clearing House Limitedby:

[print name]

[signature]

Position

in the presence of:

[signature]

Full name

Address

City/town of residence

	SCHEDULE
TERMS OF HEDGE SETTLEMENT AGREEMENT
Hedge settlement agreement terms
	The date notified to the clearing manager as the
Commencement Date	commencement date in accordance with Part A of attachment
	1.
Expiry Date	31 December 2044
Fixed Amount Payment Date	The 19th day of the month after the billing period or by the
settlement date
Floating Amount Payment Date	The settlement date being the 20th of the month or next
business day
Fixed Price Payer	Party B
Floating Price Payer	Party A
Notional Quantity	For each calculation period:
	(a)	during the period from (and including) 00:00 hours on
		the commencement date to (and including) 23:59
		hours on 31 December 2024, 236 MWhs per
		calculation period; and
	(b)	during the period from (and including) 00:00 hours on 1
		January 2025 to (and including) 23:59 hours on the
		expiry date, 188.5 MWhs per calculation period,
	in each case subject to adjustment in accordance with
	attachment 1.
Fixed Price	$	per MWhs subject to adjustment in accordance with
Part B of attachment 1.
Hedge Reference Point	TWI2201

Attachment 1

Part A: Notification of the commencement date

1. Party A shall notify the clearing manager by email (copying Party B) of the commencement date no less than 3 business days before the date that is to be the commencement date.

Part B: Adjustments to the fixed price and/or notional quantity

1. If the fixed price and/or the notional quantity for a calculation period is to be adjusted from the amount specified in the schedule Party A shall promptly and no later than the 2nd business day after the end of the billing period relating to that calculation period notify the clearing manager by email (copying Party B) of the adjustment.
2. If Party B agrees with the adjustment specified in Party A's notice referred to in paragraph 1 above, Party B shall promptly and no later than the 2nd business day after the end of the billing period relating to that calculation period notify the clearing manager of its agreement by reply email, in which case the notional quantity shall be adjusted in accordance with Party A's notice referred to in paragraph 2 above.
3. If Party B does not give a notice agreeing with the adjustment as contemplated by paragraph 2 above then no adjustment shall be made to the fixed price and/or the notional quantity (as applicable) unless and until the clearing manager receives notifications from both Party A and Party B agreeing to the adjustment.