ACTING ETHICALLY & RESPONSIBLY. TE NGĀKAU TAPATAHI ME TE HAEPAPA.

Mercury people strive to do what’s right. We have put in place the Mercury Code to ensure that our people know what the ‘right thing to do’ is. The Mercury Code documents the behaviours we require to embed and sustain our culture to successfully deliver our strategy and achieve our Purpose of taking care of tomorrow: connecting people and place today.

Mercury Attitude

A Mercury employee is expected to apply the Mercury Attitude. This attitude shapes our decisions, our actions and our interactions with each other. Our Mercury Attitude aligns our direction to achieve our Purpose.

THE MERCURY CODE & OUR POLICY FRAMEWORK

The Mercury Code, which is reviewed by our Board at least every 2 years, is our version of a code of conduct and ethics. The Mercury Code underpins everything we do. It requires all Mercury people, including directors and employees, to act honestly and with integrity and fairness at all times, and to strive to foster those standards within Mercury. The Mercury Code is available in the Corporate Governance section of our website. Mercury employees are required to complete training on the Mercury Code at least annually.

The Mercury Code and the policy framework described below support our promises to each other and define our commitment to our customers, our people and community and our investors.

Directors are required, in the performance of their duties, to give proper attention to the matters before them and to act in the best interests of Mercury at all times.

We also want to ensure that we work with suppliers who share our commitment to acting ethically and doing the right thing. Our Supplier Code of Conduct describes the way we work with our suppliers and what we expect in return. The Supplier Code of Conduct includes our commitments and our expectations in relation to social responsibility, health and safety, compliance with all applicable modern slavery laws, environmental responsibility, and business integrity. The Supplier Code of Conduct is available in the Corporate Governance section of our website.

Mercury acknowledges the importance of assessing and addressing the risk of modern slavery in our operations and supply chain. We continue to publish a modern slavery statement, consistent with our obligations under the Australian Modern Slavery Act 2018.

The areas set out in the table on the next page are of fundamental importance to Mercury to ensure good governance and responsible business practices are followed.

CURIOUS / PĀKIKI

Exploring possibilities. Te wherawhera i ngā āheinga.

CARE / TAURIMA

Doing what's right. Te mahi i te mea tika.

COMMIT

/ KĪ TAURANGI

Taking ownership. Rangatiratanga.

CONNECT / HONONGA

Working together. Te mahi tahi.

Our Governance & Responsible Business Practices

Conflicts Conflicts of interest must be avoided, except with the prior consent of Mercury. Mercury people are encouraged to discuss possible conflicts with their manager. Mercury takes practical, preventative action wherever possible, for example by substituting project managers in circumstances of possible conflict with contractors and suppliers.

Our directors declare all potential conflicts of interest prior to appointment and if applicable, at each Board meeting in relation to specific agenda items.

Bribery The acceptance of bribes, including gifts or personal benefits of material value which could reasonably be perceived as influencing decisions, is prohibited under the Mercury Code. Under Mercury’s Delegations Policy, donations to political parties are prohibited.

Use of Mercury Assets

Whistleblowing

The Mercury Code places restrictions on the use of corporate information, assets and property. All persons covered by the Mercury Code are encouraged to report any breach or suspected breach of the Code.

We provide a framework for the protection of employees wishing to disclose serious wrongdoing. This is described in Mercury’s Whistleblowing Policy.

Employees are also encouraged to voice with their manager, the HR team, the General Counsel, other managers or directors any concern over ethical or irresponsible behaviour, even if not reaching the threshold of serious wrongdoing.

During FY23, the Whistleblowing Policy was updated to reflect legislative changes and to provide a third-party whistleblowing hotline.

Trading In Company Securities

Mercury’s Trading in Company Securities Policy sets out the rules and restrictions relating to trading in Mercury securities by directors and employees and contractors, including the prohibition on insider trading. The Policy is closely monitored by the Company Secretary and is overseen by the RAAC.

The Chief Executive and EMT members are prohibited, by the Trading in Company Securities Policy, from entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under Mercury’s Long-Term Incentive Plans.

During FY23, the Trading in Company Securities Policy was updated to reflect the Company Secretary’s ability to “call in” additional classes of restricted persons.

Market Disclosures

Our Market Disclosure Policy ensures we maintain a fully informed market through communication with the markets, investors and stakeholders and by giving them equal and timely access to material information.

During FY23, the Market Disclosure Policy was updated to reflect who is authorised to speak on behalf of Mercury when dealing with non-material information.

Our Governance & Responsible Business Practices

Sustainability Our Sustainability Policy sets out the core principles and values that promote ethical and responsible decision-making.

We recognise that our reputation, our operational and financial results, and success in creating long-term value for our shareholders depend on maintaining confidence in: how the Company acts and conducts its business; our approach to managing natural resources, meeting environmental standards, responding and adapting to climate change and playing a leading role in the decarbonisation of Aotearoa New Zealand; our health and safety and wellbeing culture and practices; the service we provide for our customers; the employment experience we offer our people; the relationships we have with our business partners and the communities within which we operate; and broader measures of economic, environmental and social performance.

Under the Policy, we commit to integrating sustainability through principles relating to our five-pillar strategy: Customers, Partnerships, Kaitiakitanga, People, Commercial.

During FY23, the Sustainability Policy (previously the Integrated Sustainability Policy) was updated to simplify the name, clarify the purpose of the policy, reflect changes made to our strategic framework and include iwi and stakeholder engagement provisions.

Privacy We are committed to the safeguarding and proper use of personal information. We have a comprehensive Privacy Policy, which is reviewed every two years, and a robust privacy framework. Privacy is afforded significant consideration within Mercury and is managed in accordance with our risk management framework.

Our General Counsel is Mercury’s Privacy Officer and is responsible for implementing our Privacy Policy, promoting awareness of privacy matters, monitoring matters on a day-to-day basis, and escalating matters as required to our Chief Executive, with notification to our Risk Management Committee. Privacy issues are reported to the Risk Management Committee on a quarterly basis. We also have a Group Information Security Manager who is responsible for ensuring that appropriate systems and processes are in place for the storage and security of personal information.

Environmental Our Environmental Policy recognises that our generation activities rely on access to natural resources that we know are highly valued by our communities. We strive to maintain this trust by working with partners to deliver renewable electricity and make a long-term difference New Zealand’s environmental health. We work responsibly to deliver today and sustainably for future generations and will achieve this by focussing on: Kaitiakitanga, challenging our performance, promoting awareness, complying with requirements, and setting objectives and targets.

Our Governance & Responsible Business Practices

Modern Slavery

During the reporting period we prepared and reported our Modern Slavery Statement in line with our obligations under the Australian Modern Slavery Act 2018.

Our statement outlines the work undertaken during FY22 to assess and address the risk of modern slavery in our operations and supply chain and identified the following key focus areas for FY23: integrating supply chain data from the Trustpower retail business and reviewing specific Trustpower suppliers, working with maintenance suppliers to assess modern slavery risks in their supply chains, looking at Energy Source Minerals, a California-based company in which Mercury holds an equity interest, and a continued focus on improving our spend visibility.

Climate-related Disclosures and Carbon Emissions Reporting

Since 2018, Mercury has been publishing reports outlining climate-related risks and opportunities faced by the business. In previous years, we have reported in line with the framework set out by the Financial Stability Board Taskforce on Climate Related Financial Disclosures (TCFD). In FY23, we have prepared a Climate Statement in accordance with the Aotearoa New Zealand Climate Standards, which are aligned with the TCFD framework. The Climate Statement includes disclosure of the potential impacts of climate-related risks and opportunities on Mercury’s business and details about Mercury’s carbon emissions profile. Refer to our Climate Statement.

We have also prepared a Greenhouse Gas Emissions Inventory report which outlines in detail each of Mercury’s main emissions sources and how these have tracked over time.

Takeover Response Policy

We have a Takeover Response Policy to guide the Board and management if the Company receives a takeover notice or the Company becomes aware that a takeover offer in respect of the Company (or an analogous scheme of arrangement) is, or is likely to be, proposed by another person.

The Mercury Code, Modern Slavery Statement, and all Policies referred to in the table above are available on the Corporate Governance section of our website.