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Target Company Statement 17 September 2018

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Tilt Renewables Limited Target Company Statement in response to a full takeover offer by an unincorporated joint venture established by Infratil 2018 Limited and Mercury NZ Limited 17 SEPTEMBER 2018 Your Independent Directors recommend you DO NOT ACCEPT the Joint Venture offer THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have any questions in respect of this document or the offer, you should seek advice from your independent financial or legal adviser. Letter from the Chair of the Independent Directors Dear Fellow Shareholder, You recently received a Takeover Offer for all of your Tilt Renewables shares at $2.30 per share (the “Offer”). The Offer is from a joint venture (the “JV”) comprising Tilt Renewables’ two largest shareholders, Infratil (through a subsidiary) and Mercury. The Independent Directors of Tilt Renewables strongly recommend shareholders do not accept the Offer. You should ignore the Offer documents sent to you by the JV and take no action. The Offer of $2.30 per share is significantly below the Independent Adviser’s valuation range of $2.56 to $3.01 per share (midpoint of $2.79). The Independent Adviser believes the Offer price is “lower than the underlying value of the Company” and has concluded “the Offer price is not compelling”. The Independent Adviser’s Report is in this Target Company Statement for you to read. Shareholders can be assured that none of the Independent Directors will be accepting the Offer for any of the Tilt Renewables shares they own or control. The reasons why you should not accept the Offer are set out in Section 1 of this Target Company Statement. The primary reasons are: 1. The Offer price of $2.30 is significantly below the Independent Adviser’s assessment of value. The Independent Adviser has assessed a value range for Tilt Renewables of $2.56 to $3.01 with a midpoint of $2.79. 2. The Offer price does not fully value the significant benefits to the company that shareholders can expect from the proposed Dundonnell Wind Farm, assuming it proceeds. The Offer was made before the recent positive announcement regarding this project. 3. The Offer price does not fully recognise the value of Tilt Renewables’ existing operational assets and the potential of our development pipeline of future projects. 4. The Offer price is only an 8% premium to the value of your shares immediately prior to the Offer being announced. This is not a sufficient takeover premium for your Tilt Renewables shares and is even less so now given the recent announcement regarding the proposed Dundonnell Wind Farm. 5. The Offer has no compelling merits that overcome the significant shortfall in value offered. 1 … if the major shareholders are to acquire full control of Tilt Renewables they should pay a fair price. Tilt Renewables offers its shareholders a unique investment opportunity. Tilt Renewables is extremely well positioned to be a significant part of, and benefit from, the global push towards renewable energy and reducing carbon emissions. We are poised to make a major difference to the size of renewable energy generation in Australia and New Zealand. We have a high quality portfolio of operational assets complemented by arguably the best renewable energy pipeline in Australia and New Zealand. Your Independent Directors have full confidence in management’s ability to deliver projects from planning through to completion. This has been demonstrated by the development of our Salt Creek Wind Farm and the very recent announcement that we have been successful in securing an offtake agreement with the Victorian Government with respect to approximately 37% of the output from our proposed 80 turbine 336MW Wind Farm at Dundonnell (“Dundonnell”). Our core focus is to deliver value to all shareholders and we want all of our shareholders to benefit from the future value we believe is available throughTilt Renewables. We believe that if the major shareholders are to acquire full control of Tilt Renewables they should pay a fair price. The Offer must remain open until 11:59pm NZT on 15 October 2018. If you accept the Offer, your decision is final and cannot be revoked. This document sets out your Independent Directors’ formal response to the Offer, including reasons why you should not accept the Offer. I encourage you to read this document carefully. If you are in any doubt about how to respond to the Offer, please email the Independent Directors at [email protected] or seek financial advice from an independent, qualified adviser. As the Offer process progresses, we will keep you updated on any significant developments. On behalf of your Independent Directors, I thank you for your support. Yours sincerely Fiona Oliver Chair of the Independent Directors 2 Contents Section 1: Independent Directors’ Recommendations 4 Section 2: Takeovers Code Disclosures 21 Appendix 1: Independent Adviser’s Report 53 Appendix 2: Simmons Corporate Finance report obtained by the JV pursuant to Rule 22 of the Takeovers Code 108 All currency amounts refer to New Zealand Dollars unless otherwise stated 3 SECTION 1: Independent Directors’ Recommendation 4 The Independent Directors recommend you Do Not Accept the Offer from the JV in respect of your shares in Tilt Renewables Why you should Not Accept the Offer The Offer price of $2.30 is significantly below the Independent 1 Adviser’s assessment of value. The Independent Adviser has assessed a value range for Tilt Renewables of $2.56 to $3.01 per share with a midpoint of $2.79. The Independent Adviser believes the Offer price is “lower than the underlying value of the Company” and has concluded “the Offer price is not compelling”. The Offer price does not fully value the significant benefits to 2 the company that shareholders can expect from the proposed Dundonnell Wind Farm, assuming it proceeds. The Offer was made before the recent positive announcement regarding this project. The Offer price does not fully recognise the value of 3 Tilt Renewables’ existing operational assets and the potential of our development pipeline of future projects. The Offer price is only an 8% premium to the value of your shares 4 immediately prior to the Offer being announced. This is not a sufficient takeover premium for your Tilt Renewables shares and is even less so now given the recent announcement regarding the proposed Dundonnell Wind Farm. The Offer has no compelling merits that overcome the significant 5 shortfall in value offered. 5 The Offer price of $2.30 is significantly below the Independent Adviser’s assessment of value. The Independent Adviser believes the Offer price is “lower than the underlying value of the Company” and has concluded “the Offer price is not compelling”. Northington Partners Limited (the “Independent Adviser”) was engaged to prepare an Independent Adviser’s Report to assess the merits of the Offer for Tilt 1 Renewables’ shareholders. Its independent report is attached in full in Appendix 1 of this Target Company Statement. The Independent Adviser’s valuation confirms the view of the Independent Directors that the Offer is inadequate. The Independent Adviser has assessed a valuation range of $2.56 to $3.01 for Tilt Renewables with a mid-point of $2.79. This is significantly higher than the $2.30 Offer price. This Independent Adviser’s valuation includes the expected benefit from the recent Dundonnell announcement (see our discussion in point 2 below). The Offer price of $2.30 per share is significantly below the Independent Adviser’s assessment of value $3.20 $3.01 $3.00 Mid-point $2.79 $2.80 $2.60 $0.49 VALUE $2.40 DIFFERENTIAL $2.56 $2.20 $2.30 $2.00 $0.00 Offer price Independent Adviser’s valuation 6 The Offer price does not fully value the significant benefits to the company that shareholders can expect from Dundonnell, assuming it proceeds. The Offer was made before the recent positive announcement regarding this project. We are currently working toward developing Dundonnell which comprises 80 turbines delivering 336MW of capacity. On Tuesday 11 September 2018, 2 Tilt Renewables was advised it had been successful with its bid into the Victorian Renewable Energy Auction Scheme (“VREAS”) to secure a 15-year contract from the Victorian Government for 37% of the output from Dundonnell (the “Dundonnell announcement”). Additionally, Tilt Renewables is continuing to pursue further contracting opportunities for the uncontracted portion of Dundonnell’s output, similar to the strategy successfully adopted for the recently completed Salt Creek Wind Farm. Dundonnell has received all required planning and environmental approvals. Our funding arrangements are in place, including support from our major shareholders. The final investment decision to proceed is yet to be made by the board ofTilt Renewables, but is expected to be considered before the end of this year. If approved, construction is expected to begin early in 2019 with completion scheduled for mid to late 2020. Shareholder approval has already been obtained for the project. Upon completion, the project will increase our operating asset base by around 50% and, as was made clear in the statement released to the NZX by Tilt Renewables at the time of the Dundonnell announcement, the potential impact on company performance is very significant. The Independent Adviser has assessed the total value to Tilt Renewables of Dundonnell at 33c to 44c per share. Of this value, the Independent Adviser attributes approximately 22c per share to the recent Dundonnell announcement given the greater certainty of the project as a result of being successful with the bid into VREAS. The Offer was made before the Dundonnell announcement and does not appear to provide any recognition of this increased value. Shareholders should expect to get full value for it.
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