Vector Limited Capital Bonds – Election Notice

Vector Limited (Vector) currently has on issue unsecured, subordinated capital bonds (Capital Bonds) (VCT080) subject to the terms of the trust deed dated 25 September 2002 (as amended) (Trust Deed). Under the Trust Deed, Bondholders are entitled to make an election to keep or sell some or all of their Capital Bonds or apply to purchase additional Capital Bonds offered through a resale facility, on each election date. The next election date is 15 June 2022.

Election Notice

Vector advises that today it will send an Election Notice and explanatory notes to the registered email or postal address of each holder of Capital Bonds whose name appeared on the Capital Bonds register at close of trading on 28 April 2022. Copies of the Election Notice and explanatory notes are attached to this announcement. Bondholders are encouraged to complete this Election Notice online at www.vctbondelection.co.nz.

From 15 June 2022, the Capital Bonds will be subject to a new interest rate, and the next election date for the Capital Bonds will be 15 June 2027.

The election options available to New Zealand Bondholders are to:

• keep all of their Capital Bonds; or

• keep all of their Capital Bonds and apply to purchase additional Capital Bonds through the resale facility to be established by Vector as part of the election process (the Resale Facility); or

• offer to sell some of their Capital Bonds through the Resale Facility and keep the balance of their Capital Bonds; or

• offer to sell all of their Capital Bonds through the Resale Facility.

If at the close of trading on 31 May 2022 a Bondholder has a registered address outside New Zealand, all of that Bondholder's Capital Bonds will be automatically offered for sale in the Resale Facility.

Interest Rate

If all Capital Bonds offered for sale through the Resale Facility are sold or redeemed by Vector, the interest rate applicable to the Capital Bonds from 15 June 2022 will be the higher of either:

• 5.50 per cent per annum; or

• the five-year swap rate at or about 3pm on 14 June 2022 plus the Issue Margin of 1.80 per cent per annum.

If any Capital Bonds offered for sale through the Resale Facility are not sold or redeemed by Vector, the interest rate payable by Vector on all Capital Bonds from 15 June 2022 will be the Adjusted Interest Rate. The Adjusted Interest Rate is the aggregate of the:

• five-year swap rate at or about 3pm on 14 June 2022; plus

• Issue Margin for the prior Bond Period (being an Issue Margin of 2.75 per cent per annum); plus

• Specified Margin (being 1.00 per cent per annum).

Vector has not made any decisions as to whether it will purchase or redeem any Capital Bonds which are placed by Bondholders into the Resale Facility. Vector's ability to purchase or redeem any Capital Bonds is subject to it being satisfied it can comply with its obligations under the Replacement Security Deed Poll.¹

Making of Election

Vector has not made any decisions as to whether it will purchase or redeem any Capital Bonds which are placed by Bondholders into the Resale Facility. Vector's ability to purchase or redeem any Capital Bonds is subject to it being satisfied it can comply with its obligations under the Replacement Security Deed Poll.

Trading Halt

Trading in the Capital Bonds (VCT080) was suspended at close of trading on Tuesday, 26 April 2022. Trading in the Capital Bonds (under a new ticker VCT110) will commence on Thursday, 16 June 2022, being the trading day immediately following the election date.

Interest Payment

Registered holders of Capital Bonds on 31 May 2022 will be entitled to receive all interest accrued, un-cancelled and unpaid up to 15 June 2022.

Attachments

Vector Limited Capital Bonds - Letter to bondholders
Vector Limited Capital Bonds - Explanatory Notes
Vector Limited Capital Bonds - Summary Term Sheet
Vector Limited Capital Bonds - Election Notice
Vector Limited Capital Bonds - Investor Presentation

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