MERIDIAN ENERGY LIMITED

MERIDIAN ENERGY LIMITED EXECUTIVE LONG TERM INCENTIVE PLAN RULES Dated 17 September 2013

MERIDIAN ENERGY LIMITED EXECUTIVE LONG TERM INCENTIVE PLAN RULES 1. NAME 1.1 The name of this plan is the Meridian Energy Limited Executive Long Term Incentive Plan. 2. OBJECTIVES 2.1 The objectives of the plan are: to promote the retention of key employees; to drive longer-term performance and alignment of incentives of participants with the interests of the Company s shareholders; and to facilitate and encourage employee share ownership. 2.2 Grants made under this Plan support these objectives by conferring on selected Employees: the right to receive a cash amount on the achievement of the performance hurdle; and the right to receive a loan for the purpose of acquiring Instalment Receipts or Shares. 3. BOARD Administration 3.1 The Board will administer all aspects of the Plan, including the making of Grants. Any matter to be determined by the Board will be determined as it sees fit in its sole discretion. Delegation 3.2 The Board may delegate to any person (and revoke any delegation of) all or any of its powers, discretions, rights and obligations under the Plan from time to time as it sees fit, and reference to the Board will be construed accordingly. 4. GRANTS OF RIGHTS 4.1 The Board may in its absolute discretion make a Grant to a Potential Participant. Each Grant will be contained in a Letter of Invitation, which will: specify the Target Bonus the Potential Participant is eligible to receive; specify the amount of the Loan offered to the Potential Participant for acquiring Plan Securities (whether in the IPO or after the IPO);

2 (d) (e) (f) (g) specify the Performance Hurdle that must be achieved for the Target Bonus to become payable and the Plan Securities to vest; specify the Commencement Date and Vesting Date; enclose a copy of these Rules; specify the date and time by which the Potential Participant s acceptance of the Grant must be received by the Company; and specify any other relevant conditions to apply to the Loan or the Plan. 5. ACCEPTANCE OF GRANT Acceptance 5.1 A Potential Participant may accept a Grant by signing and returning to the Company the Acceptance Form by the date and time specified in the Letter of Invitation. 5.2 If a Potential Participant does not accept a Grant within the time period specified in clause 5.1, then the Grant will be deemed to have been cancelled and the right to receive the Target Bonus and borrow the Loan Amount from the Company for the purposes of acquiring Plan Securities under the Grant will lapse immediately. 5.3 If a Potential Participant validly accepts a Grant in accordance with clause 5.1 the Company will provide a copy of the Acceptance Form to the Trustee. Acknowledgement 5.4 In accepting a Grant, a Participant: acknowledges that these Rules are binding; directs the Trustee in accordance with clause 6.1 to apply the Loan Amount to acquire Plan Securities on behalf of the Participant at the Share Price by the Trustee: (i) (ii) acquiring Plan Securities either in the IPO or by placing orders through NZX s order matching system; or (subject to compliance with all relevant laws, including the Securities Act 1978) allocating Plan Securities to the Participant which the Trustee holds as unallocated Plan Securities pursuant to clause 3.2 of the Trust Deed; (d) acknowledges that Plan Securities will be held by the Trustee on behalf of the Participant and for the Participant's benefit, subject to the terms of these Rules and the Trust Deed; appoints the Trustee as the Participant s agent to draw down the Loan Amount from the Company; (e) where a Bonus Amount becomes payable in accordance with clause 10.1 authorises the Company to apply the Net Bonus Amount towards repayment of the Loan Balance on the Loan Repayment Date;

3 (f) (g) (h) (i) acknowledges that where Plan Securities comprise Instalment Receipts on the Commencement Date, clauses 13.1 and 13.2 will apply to the replacement of those Instalment Receipts with Shares; acknowledges that participation in the Plan does not affect the terms of the Participant s Employment; acknowledges that in no event will the Company be deemed, by making a Grant or otherwise, to have represented that a Participant s Employment will continue until or beyond any Vesting Date; and acknowledges that participation in the Plan does not guarantee payment of any amount of the Target Bonus or that the Plan Securities will vest. 6. ACQUISITION OF PLAN SECURITIES ON OR AFTER THE IPO Advance of Loan and Acquisition of Plan Securities 6.1 On receipt of a validly executed Acceptance Form: the Company will lend to the Participant, by advancing to the Trustee (as agent for that Participant), the Loan Amount on the Loan Terms; and the Trustee will apply the Loan Amount to acquire Plan Securities on behalf of, and to be held on trust for the benefit of, the Participant at the Share Price in accordance with clause 5.4, in the case of a Grant made before the IPO, on and subject to, the occurrence of the IPO and in the case of any other Grant, on the Commencement Date. Terms of Loan 6.2 Loan Amount instalments: Where Plan Securities comprise Instalment Receipts, the Loan Amount will be advanced by the Company to the Trustee (as agent for the Participant) in two instalments, with such instalments comprising: the initial instalment, to be advanced to the Trustee in accordance with clause 6.1, for an amount equal to the amount initially payable by the Trustee (as agent for the Participant) to acquire the relevant Instalment Receipts pursuant to clause 5.4; and the second instalment, to be advanced to the Trustee at the time the final payment on the Shares is due, for an amount equal to the amounts outstanding to the Crown in respect of the relevant Shares, and the Trustee shall use such second instalment to meet the final instalment due for the relevant Shares. 6.3 Loan is interest-free: Each Loan will be free of interest or other charges. 6.4 Repayment of Loan: The Loan Balance is repayable on the Loan Repayment Date (or in certain circumstances, the Business Day following the Loan Repayment Date). Except as otherwise provided for in these Rules, a Participant may not repay the Loan Balance before the Loan Repayment Date. A Participant will be liable to make full repayment of the Loan Balance.

6.5 Limited recourse: The Company s recourse against a Participant for repayment of the Loan Balance will be limited to Plan Securities acquired with the proceeds of the Loan. 6.6 Terms: Each Loan will otherwise be subject to the Loan Terms. Part Repayment of Loan 6.7 A Participant must apply any distributions (after deduction of any tax or other payments required to be deducted therefrom) to which that Participant may become entitled in respect of that Participant s Plan Securities in part repayment of the Loan Balance and hereby instructs the Trustee to apply all such amounts in part repayment of the Loan Balance. 4 7. LOAN AMOUNTS AND SHARE PRICE Amount of Loan 7.1 The Board will determine the Loan Amount available to Participants under the Plan. Price of Plan Securities 7.2 The Share Price shall be: where the Plan Securities are offered or transferred concurrently with the IPO, the Final Price of Shares under the IPO; where the Plan Securities are acquired by the Trustee on-market at all other times, the average purchase price of the Plan Securities acquired; and where Plan Securities to be allocated to the Participant have been held by the Trustee on trust on an unallocated basis for Potential Participants pursuant to clause 3.2 of the Trust Deed, the volume weighted average price of the Plan Securities on the NZX Main Board for the 10 trading day period prior to the Commencement Date. 8. PLAN SECURITIES TO BE HELD BY TRUSTEE Trustee holds Plan Securities 8.1 Plan Securities will be held by the Trustee pursuant to the terms of these Rules and the Trust Deed from the date on which they are acquired by the Trustee on behalf of the relevant Participant, or allocated to the relevant Participant, who in each case is the beneficial owner of the Plan Securities. On the Vesting Date, any Plan Securities held by the Trustee for a Participant will become eligible for vesting in accordance with and subject to clause 10. Accounts 8.2 The Trustee must maintain an Account in respect of each Participant. 8.3 Each Account must record the: the number of Plan Securities (if any) held on behalf of the Participant; and the Participant s Loan Balance (if any); and

5 the Vesting Date applicable to the relevant Plan Securities. Entitlements 8.4 Each Participant for whom Plan Securities are held by the Trustee will: be entitled to receive notices issued to shareholders by the Company; and subject to clause 6.7, be entitled to receive distributions on those Plan Securities from the Company. Voting 8.5 Rights to: attend and vote at meetings of the Company s shareholders (in the case of Shares); or instruct the IR Trustee how to exercise votes at meetings of the Company s shareholders (in the case of Instalment Receipts), will be exercisable by the Trustee in accordance with the Participant s instructions. No Transfer/No Encumbrances 8.6 Subject to any sale and purchase of Plan Securities in accordance with the terms of the Plan or any vesting of Plan Securities in accordance with clause 10, Plan Securities will not be transferrable while they are held by the Trustee. 8.7 No Participant may, or may purport to, grant security over or otherwise encumber that Participant s interest in any Plan Securities. 9. CESSATION OF EMPLOYMENT Cessation as a result of an Involuntary Event 9.1 If a Participant ceases to be Employed as a result of an Involuntary Event and before the Vesting Date, then the Board will have the sole discretion to determine: (d) what (if any) proportion of the Bonus Amount is payable to the Participant under clause 10.1; what (if any) proportion of the Plan Securities are eligible for vesting for the purposes of the determination in clause 10.1; how performance against the Performance Hurdle is measured and whether a the Performance Hurdle has been achieved for the purposes of clauses 10.1 and 10.2; and any other matter considered relevant or necessary for the adjustment of the Plan, taking into account the Participant ceasing to be Employed before the Vesting Date and the Board's determination in clauses 9.1- above. 9.2 To the extent that the Loan Balance relates to Plan Securities which vest, that Loan Balance will become repayable in accordance with clause 10.1.

9.3 Any Plan Securities held by the Trustee for the Participant that do not vest in accordance with clause 9.1will be deemed to be Forfeited Plan Securities, and such securities will be subject to clauses 11 and 12. 9.4 If the Board considers that the operation of this clause 9 would be unfairly prejudicial to a Participant, then the Board may vary the application of this clause to eliminate such prejudice. Cessation for any other reason 9.5 If a Participant ceases to be Employed for any reason other than as a result of an Involuntary Event and before the Vesting Date or otherwise elects to cease participating in the Plan before the Vesting Date, then no part of the Target Bonus will be payable to the Participant and the Participant s Plan Securities for that Vesting Date will be deemed to be Forfeited Plan Securities, and such securities will be subject to clauses 11 and 12. 6 10. VESTING OF SECURITIES Eligibility of securities for Vesting on Vesting Dates and Target Bonus 10.1 To the extent the Performance Hurdle has been achieved on the Vesting Date: the relevant proportion of a Participant s Plan Securities ("Vesting Securities") will be eligible for vesting as set out in the Participant s Letter of Invitation and in accordance with clause 10.3; subject to clause 10.1, the Participant will become entitled to the Bonus Amount; and the Participant authorises the Company to apply the Participant s Net Bonus Amount towards repayment of the Loan Balance on the Loan Repayment Date. No Payment of Target Bonus where Performance Hurdle not achieved 10.2 If the Performance Hurdle has not been achieved on the Vesting Date as required by the Participant s Letter of Invitation, the Company will not be required to pay any part of the Target Bonus to the Participant and the Plan Securities will not vest. Vesting of Securities 10.3 If, in accordance with a Participant s Letter of Invitation and clause 10.1, some or all of a Participant s Plan Securities are eligible to vest: on the Loan Repayment Date the Participant will be obliged to repay an amount equal to: the Vested Proportion x the Loan Amount ("Repayment Amount") and the Participant s Net Bonus Amount will be applied towards the repayment of the Repayment Amount in accordance with clause 10.1; if, following the application of the Net Bonus Amount in accordance with clause 10.3, the Repayment Amount has not been repaid in full: (i) the Participant may pay an amount equal to the outstanding Repayment Amount to the Company on the next Business Day; and

7 (ii) if the outstanding Repayment Amount is not paid by 5pm on the Business Day immediately following the Loan Repayment Date, a number of Vesting Securities as determined by the Board, (acting reasonably), to be sufficient when sold on the NZX Main Board to repay in full the outstanding Repayment Amount will be deemed not to be Vesting Securities and will not vest. subject to clause 10.3, the Trustee will be obliged to transfer to that Participant (or that Participant s nominee) on the day two Business Days following the Loan Repayment Date legal title to the Vesting Securities, and at which time the Vesting Securities will vest with the Participant. 10.4 If, in accordance with a Participant s Letter of Invitation and clauses 10.1, to 10.3 all or some Plan Securities do not vest, those Plan Securities that do not vest will be deemed to be Forfeited Plan Securities, and will be subject to clauses 11 and 12. Extension of Vesting Date 10.5 The Board may, at its discretion, specify in writing to a Participant that if the Performance Hurdle is not met at the Vesting Date, the Vesting Date is extended to a date after the Vesting Date ("Extended Vesting Date") and, if so advised, will set out the terms of vesting under such extension. Satisfaction of the Performance Hurdle may then be measured on the Extended Vesting Date. Compliance with laws 10.6 Each Participant acknowledges that the Trustee will not be required to transfer any Plan Securities if the transfer of such Plan Securities would result in a breach of any law (including, without limitation, any laws relating to insider trading) or Listing Rules by the Trustee, the Company or any of their related parties. 11. CALL OPTION Grant of Call Option 11.1 In consideration of the Trustee granting to each of the Participants the Put Option, each Participant irrevocably grants to the Trustee an option which, if exercised, will require each Participant to transfer all of its interest in the Forfeited Plan Securities to the Trustee or its nominee on the terms set out in this clause 11 ("Call Option"). Consideration 11.2 The consideration for the transfer of the Participant s interest in the Forfeited Plan Securities pursuant to the exercise of the Call Option shall be an amount equal to the Loan Balance, to be settled by way of the assumption of the Participant's rights and obligations in respect of the Loan, including the Loan Balance. 11.3 For the avoidance of doubt, the Loan Balance to be assumed by the Trustee for the purposes of clause 11.2 shall take account of the Net Bonus Amount (if any) and any other payments made by the Participant to reduce the Loan Balance in accordance this Plan and the Loan Terms. Call Exercise Procedure 11.4 The Call Option will be exercisable by notice in writing ("Call Exercise Notice") from the Trustee to the relevant Participant if:

8 any Plan Securities held for the Participant do not vest in accordance with clauses 9.2 or 10; a Participant ceases to be Employed before the Vesting Date for any reason other than as a result of an Involuntary Event or otherwise elects to cease participating in the Plan before the Vesting Date in accordance with clause 9.5; or the Loan is not repaid in accordance with its terms. 11.5 The Call Exercise Notice must specify the date (which shall be a date not less than 5 Business Days from the date of the notice) on which the Participant s interest in the Forfeited Plan Securities will be transferred ("Date of Transfer"). 11.6 On the Date of Transfer: the Participant will transfer its interest in the Forfeited Plan Securities to which the Call Option relates to the Trustee with full title and free of any encumbrances; and the Participant will transfer its rights and obligations in respect of that Loan (including the Loan Balance) to the Trustee by way of novation of the Loan Terms. Power of Attorney 11.7 The Participant grants to the Trustee an irrevocable power of attorney in the Participant s name and on its behalf to complete and execute and otherwise sign such documents and do all other acts and things which the Participant is obliged to do under clause 11.6 or which the attorney may consider necessary or desirable to give effect to clause 11.6. Warranty 11.8 As at the transfer of the Participant s interest in the Forfeited Plan Securities on the Date of Transfer, the Participant warrants that it is the beneficial owner of the Forfeited Plan Securities and has not granted any mortgages, liens, charges, encumbrances, pledges, options or adverse equities or interests of any kind in the Forfeited Plan Securities to any person or entered into any agreement to sell or transfer the Forfeited Plan Securities other than under these Rules. 12. PUT OPTION Grant of Put Option 12.1 In consideration of each of the Participants granting to the Trustee the Call Option, the Trustee irrevocably grants to each Participant an option which, if exercised, will require the Trustee or its nominee to acquire, or arrange for the acquisition of, all of the Participant s interest in the Forfeited Plan Securities on the terms set out in this clause 12 ("Put Option"). Consideration 12.2 The consideration for the transfer of the Participant s interest in the Forfeited Plan Securities pursuant to the exercise of the Put Option shall be an amount equal to the Loan Balance, to be settled by way of the assumption of the Participant's rights and obligations in respect of the Loan, including the Loan Balance.

12.3 For the avoidance of doubt, the Loan Balance to be assumed by the Trustee for the purposes of clause 12.2 shall take account of the Net Bonus Amount (if any) and any other payments made by the Participant to reduce the Loan Balance in accordance this Plan and the Loan Terms. Put Exercise Procedure 12.4 The Put Option will be exercisable by notice in writing ("Put Exercise Notice") from a Participant to the Trustee if: 9 any Plan Securities held for the Participant do not vest in accordance with clauses 9.2 or 10; or a Participant ceases to be Employed before the Vesting Date for any reason other than as a result of an Involuntary Event or otherwise elects to cease participating in the Plan before the Vesting Date in accordance with clause 9.5. 12.5 The Participant s Put Exercise Notice must specify the date (which shall be a date not less than 5 Business Days from the date of the notice) on which the Participant s interest in the Forfeited Plan Securities will be transferred ("Date of Purchase"). 12.6 On the Date of Purchase: the Participant will transfer its interest in the Forfeited Plan Securities to which the Put Option relates to the Trustee with full title and free of any encumbrances; and the Participant will transfer its rights and obligations in respect of that Loan (including the Loan Balance) to the Trustee by way of novation of the Loan Terms. Power of Attorney 12.7 The Participant grants to the Trustee an irrevocable power of attorney in the Participant s name and on its behalf to complete and execute and otherwise sign such documents and do all other acts and things which the Participant is obliged to do under clause 12.6 or which the attorney may consider necessary or desirable to give effect to clause 12.6. Warranty 12.8 As at the transfer of the Participant s interest in the Forfeited Plan Securities on the Date of Purchase, the Participant warrants that it is the beneficial owner of the Forfeited Plan Securities and has not granted any mortgages, liens, charges, encumbrances, pledges, options or adverse equities or interests of any kind in the Forfeited Plan Securities to any person or entered into any agreement to sell or transfer the Forfeited Plan Securities other than under these Rules. 13. ADJUSTMENTS Instalment Receipts 13.1 Where Plan Securities comprise Instalment Receipts on the Commencement Date, following payment of the second instalment due for the Shares by the Trustee as set out in clause 6.2 and the Loan Terms:

10 the relevant Shares represented by the Instalment Receipts will be transferred to the Trustee by the IR Trustee; and the Instalment Receipts will be cancelled, as more particularly set out in the Offer Document. 13.2 Upon the transfer of Shares and cancellation of Instalment Receipts described in clause 13.1: the transferred Shares will be deemed to replace the cancelled Instalment Receipts for the purposes of a Grant; the Trustee will hold Shares instead of Instalment Receipts for each Participant pursuant to clause 8 of this Plan; and all provisions of this Plan will continue to apply to the Shares held by the Trustee as if the Trustee had initially acquired those Shares at the Commencement Date. For the avoidance of doubt, the Performance Hurdle, Vesting Period, and Vesting Dates for the relevant Plan Securities will not change by reason of the cancellation of Instalment Receipts and transfer of Shares to the Trustee. Rights Issue 13.3 If, prior to any Plan Securities held by the Trustee for a Participant vesting, the Company confers on the holders of Instalment Receipts or Shares rights to acquire ordinary shares (or other benefits or assets), the Board shall (to the extent possible) offer further Plan Securities to the Trustee as agent for each Participant (at an issue price determined by the Board) so that each Participant receives a benefit which reflects the value of the distribution rights to holders of Instalment Receipts or Shares such that the Plan Securities will continue to be considered the same class of securities as the Instalment Receipts or Shares (as applicable) then quoted on the NZX Main Board. Bonus Issue 13.4 If, prior to any Plan Securities held by the Trustee for a Participant vesting, the Company, pursuant to a bonus issue, issues securities to the holders of Shares or Instalment Receipts in a manner that maintains the existing relative voting and distribution rights of all holders of Shares or Instalment Receipts (as applicable), a Participant will be entitled on vesting to receive additional Plan Securities as if the Participant s Plan Securities had participated in the bonus issue. Reconstruction 13.5 If, prior to any Plan Securities held by the Trustee for a Participant vesting, there is a Reconstruction (other than that described at clauses 13.1 and 13.2), the Board shall (to the extent possible) effect a similar reconstruction in relation to the Plan Securities held by the Trustee for that Participant (the intent and purpose of any such reconstruction being to ensure the Participant is no better off and no worse off as a result of the Reconstruction) such that the Plan Securities will continue to be considered the same class of securities as the Instalment Receipts or Shares (as applicable) then quoted on the NZX Main Board.

11 14. TAKEOVER 14.1 If a Takeover is proposed, then the Trustee shall have the power in its absolute discretion to accept or accede to or refuse any such Takeover in respect of all or any of the Plan Securities held by it and: if in consequence of any such Takeover it is intended that shares or other securities in another company are to be issued in lieu of the Plan Securities, then the Trustee may elect to transfer or assign the Plan Securities held by it in accordance with any such Takeover and to receive in satisfaction of such transfer or assignment the shares or other securities in that other company; or if in consequence of any such Takeover it is intended that cash be paid for the Plan Securities, then the Trustee may elect to transfer or assign the Plan Securities held by it in accordance with any such Takeover and to receive in satisfaction of such transfer or assignment that cash which may be applied in the discretion of the Trustee either: (i) (ii) in repayment of any Loans outstanding in respect of the Plan Securities, in which case the surplus (if any) is to be paid to the relevant Participant; or to acquire shares or other securities in another company. 14.2 Any shares or other securities received or acquired by the Trustee under this clause 14 shall be held by the Trustee in accordance with the provisions contained in the Trust Deed in all respects and until the end of the Business Day following the Loan Repayment Date as if they were Plan Securities. Nothing contained in this clause shall require the Trustee to accept or accede to a Takeover if that would result in the assumption of any liability on the part of the Trustee beyond a liability to transfer the Plan Securities concerned in accordance with the terms of the Takeover. 14.3 In exercising its powers under this clause 14, the Trustee shall act in a manner consistent with the intent and purpose of this Plan. 15. AMENDMENT AND TERMINATION Board s Discretion 15.1 Subject to clause 15.3, the Board may from time to time: vary any term of a Participant s participation in the Plan, with the agreement of the Participant; or amend the Plan, if the Board considers that the interests of Participants affected are not materially prejudiced. Termination 15.2 Subject to clause 15.3, the Board may amend or terminate the Plan if the Board reasonably considers that termination of the Plan is in the best interests of the Company or is necessary to prevent a breach of any law by the Company. 15.3 If the Board terminates the Plan, then the Board will not make any further Grants but (to the extent legally possible):

12 the Plan will be deemed to continue in respect of any Plan Securities held by the Trustee on the date on which the Plan is terminated; and such Plan Securities will continue to be held by the Trustee subject to the Plan and will be sold or transferred by the Trustee in accordance with the Plan. Notice to Participants 15.4 The Board will give notice of any amendment to or termination of the Plan to all Participants affected. 16. MISCELLANEOUS No Alienation of Participants Rights 16.1 The entitlements, rights and interests of each Participant under the Plan are strictly personal and must not in any way be assigned, charged, alienated or borrowed against. Spirit of the Plan 16.2 If any circumstance arises which might result in the spirit and intent of the Plan not being fulfilled, the Board will use all reasonable endeavours to effect any modification to the Plan required to preserve that spirit and intent. Entire Agreement 16.3 These Rules, the Trust Deed and any matter contained in a Letter of Invitation represent all of the terms of the Plan, except those terms which the Board reasonably implies to give effect to the Plan. Delay 16.4 No failure, delay or indulgence by the Board in exercising any power or right conferred on it under the Plan will operate as a waiver of that power or right; nor will a single exercise of a power or right preclude further exercises, or the exercise of any other power or right under the Plan. Disputes 16.5 Any dispute which arises under the Plan will be determined by the Board. The Board s decision will be final. Notice 16.6 All notices and communications required to be given or made under the Plan will be in writing and addressed to the recipient at the address, email address or facsimile number from time to time designated by the recipient. Unless any other designations are given, the addresses, email addresses and facsimile numbers of the Company and a Participant are those (if any) set out in the relevant Grant. Any notice or communication will be deemed to have been received: at the time of delivery, if delivered by hand; on the second Business Day after the date of mailing, if sent by post or airmail with postage prepaid;

13 (d) in the case of delivery by email, on receiving an active response from the addressee (not being an automatically generated response such as an out of office notification or read receipt); or on the day on which confirmation of proper transmission is received (on transmission), if sent by facsimile. Governing Law 16.7 The Plan will be governed by and construed in accordance with New Zealand law. Construction 16.8 Unless the context requires otherwise: (d) (e) (f) the singular includes the plural and vice versa, and words importing any gender include the other genders; a reference to a person includes any individual, partnership, board and incorporated or unincorporated body (whether or not having a separate legal personality); a reference to an amendment includes any deletion or addition; a reference to an enactment (statute or regulation) includes enactments in New Zealand and in any other jurisdiction affecting the Plan, and is a reference to that enactment as amended, or any enactment substituted for that enactment; where a word or expression is defined in the Plan, other parts of speech and grammatical forms of that word or expression have a corresponding meaning; and a reference to a person includes its successors and permitted assigns. 17. KEY TERMS 17.1 Unless the context requires otherwise: "Acceptance Form" means the acknowledgement and acceptance form contained in a Letter of Invitation that the Potential Participant wishes to: accept the Target Bonus; and accept the Loan and corresponding amount of Plan Securities acquired by the Trustee either in an IPO or otherwise. "Account" of a Participant means an account referred to in clause 8.2; "Board" means the board of directors of the Company or the person nominated by the Board under clause 3.2 to administer this Plan; "Bonus Amount" means the proportion of the Target Bonus which becomes eligible to be paid to a Participant in accordance with that Participant s Letter of Invitation or clause 9.1; "Business Day" means a day on which trading banks are open for normal banking business in Wellington (excluding Saturdays and Sundays);

14 "Call Exercise Notice" has the meaning given to that term in clause 11.4; "Call Option" has the meaning given to that term in clause 11.1; "Commencement Date" means, in relation to a Participant, the date on which the Letter of Invitation records a Participant s vesting period as having commenced; "Company" means Meridian Energy Limited; "Date of Purchase" has the meaning given to that term in clause 12.5; "Date of Transfer" has the meaning given to that term in clause 11.5; "Employee" includes: an employee of the Company; and any person who otherwise provides services to or for the benefit of the Company, and "Employed" and "Employment" shall be construed accordingly; "Extended Vesting Date" has the meaning given to that term in clause 10.5; "Final Price" means the Final Price as defined in the Offer Document (subject to the price cap (if any) for New Zealand Applicants (as that term is defined in the Offer Document); "Forfeited Plan Securities" mean any Plan Securities held by the Trustee for a Participant that: do not vest in accordance with clause 10; or are deemed to be Forfeited Plan Securities by operation of clauses 9.3 or 9.5; "Grant" means the grant to a Participant of the right to receive: the Target Bonus (subject to achievement of the Performance Hurdle); and a Loan to a Participant so that the Participant may acquire Plan Securities, to be held by the Trustee on behalf of the Participant, as set out in a Letter of Invitation; "Involuntary Event" means the death, redundancy or total permanent illness or injury of a Participant, or such other special circumstance as the Board may in its sole discretion determine; "Instalment Receipts" means the Instalment Receipts issued pursuant to the IPO; "IPO" means an initial public offering in respect of the Company; "IR Trustee" means The New Zealand Guardian Trust Company Limited, in its capacity as trustee for Instalment Receipt holders as described in the Offer Document. "Letter of Invitation" means a letter setting out a Grant, substantially in the form attached as Schedule 1;

15 "Listing Rules" means the NZSX Listing Rules from time to time; "Loan" means a loan advanced to a Participant by the Company to fund the full payment of the price of Plan Securities in accordance with the Plan; "Loan Amount" means the amount of the Loan to be advanced to a Participant pursuant to a Grant; "Loan Balance" means, in respect of a Participant, the amount of that Participant s Loan outstanding from time to time and, on the date on which the Loan is advanced, means the Loan Amount; "Loan Repayment Date" means the date that is 15 Business Days after the Vesting Date or such other date on which repayment of the Loan Balance is due in accordance with these Rules; "Loan Terms" means the terms of a Loan as set out in Schedule 4 to an Acceptance Form; "Net Bonus Amount" means the Bonus Amount less any tax and other amounts required by law to be deducted; "Offer Document" means the combined prospectus and investment statement prepared for the purposes of the IPO; "Participant" means a Potential Participant who has validly accepted a Grant; "Performance Hurdle" means the performance hurdle set out in a Participant s Letter of Invitation; "Plan" means the Meridian Energy Limited Executive Long Term Incentive Plan recorded in this document as amended from time to time; "Plan Securities" means: until such time as the Shares are quoted on the NZX Main Board, the Instalment Receipts acquired by the Trustee; and on and following the quotation of the Shares on the NZX Main Board, Shares, held by the Trustee for Participants for the purposes of the Plan, and any shares issued by the Company in respect of those Plan Securities; "Potential Participant" means any person who is Employed; "Put Exercise Notice" has the meaning given to that term in clause 12.4; "Put Option" has the meaning given to that term in clause 12.1; "Reconstruction" means any consolidation, subdivision, cancellation, redemption, acquisition by the Company or other rearrangement or reconstruction whatever of shares in the Company which changes the proportionate interest in the Company represented by an ordinary share in the Company; "Repayment Amount" has the meaning given to that term in clause 10.3; "Share" means an ordinary share in the Company;

"Share Price" means, for the purposes of the Plan, the price of a Plan Security determined in accordance with clause 7.2; "Takeover" means a takeover, purchase of Shares by the Company, scheme of arrangement or amalgamation; "Target Bonus" means an aggregate gross cash amount set out in a Participant s Letter of Invitation which a Participant shall be entitled to receive, before deduction of PAYE withholding tax, subject to achievement of the Performance Hurdle; "Trust Deed" means the trust deed entered into by the Trustee and the Company pursuant to which the Trustee will hold Plan Securities; "Trustee" means Meridian LTI Trustee Limited; "Vesting Date" means the date specified in a Participant s Letter of Invitation or, where the Board exercises its discretion pursuant to clause 10.5, means such Extended Vesting Date; "Vesting Period means the period commencing on a Participant s Commencement Date and ending on the Vesting Date; and "Vested Proportion" means, on the Vesting Date (or, if applicable, the Extended Vesting Date) the sum of the number of Vesting Securities divided by the total number of the Participant's Plan Securities. "Vesting Securities" means those Plan Securities eligible to vest in accordance with a Participant s Letter of Invitation and clause 10.1. 16