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Supplementary Pre-Listing Information in Connection with the Demerger of Trustpower Limited

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Supplementary Pre-Listing Information in Connection with the Demerger of Trustpower Limited Supplementary pre-listing information in connection with the Demerger of Trustpower Limited 27 October 2016 Introduction This document has been prepared by Tilt Renewables Limited (" Tilt Renewables ") to provide certain supplementary information in connection with the Demerger of Trustpower Limited (" Trustpower ") immediately prior to the listings of ° Bay Energy Limited on the NZX Main Board; and ° Tilt Renewables on the NZX Main Board and on the ASX. The supplementary information relates to developments that occurred between the date of the combined notice of meeting and scheme booklet (" Scheme Booklet ") and the date of this document in relation to the Demerger or Tilt Renewables that have not otherwise been disclosed through the NZX . This document should therefore be read in conjunction with the continuous disclosure announcements released by Trustpower through NZX. Capitalised terms that are not defined in this document have the meanings given to those terms in the Scheme Booklet. This document, along with the Scheme Booklet (a copy of which is attached), comprises a "Profile" for the purposes of the NZX Main Board Listing Rules for Tilt Renewables. Demerger approved at Shareholder Meeting and Final Court Orders obtained On 9 September 2016 at the Shareholder Meeting, the shareholders of Trustpower passed the special resolution required in order to approve Trustpower giving effect to the Demerger. This was announced to NZX on 9 September 2016. Final Court Orders were subsequently obtained on 19 October 2016, as announced to NZX on that day. All of the Conditions of the Separation Deed have been satisfied. It is therefore intended that the Demerger be implemented by way of a Court approved scheme of arrangement under Part 15 of the Companies Act. Updated timetable An updated timetable of the remaining principal events to occur in connection with the Demerger is set out below: Last date on which Trustpower Shares will trade on the NZX Main Board 5pm on 26 October 2016 Record Date (and relevant time) (all Trustpower Shareholders at this time 5pm 28 October 2016 and date will be entitled to receive Tilt Renewables Shares) Tilt Renewables Shares begin trading on the NZX Main Board on a 28 October 2016 conditional settlement basis Tilt Renewables Shares begin trading on the ASX on a deferred 28 October 2016 settlement basis Implementation Date (implementation of the Scheme) 31 October 2016 Distribution Date (distribution of Tilt Renewables Shares to Trustpower 1 November 2016 3180525 v4 2 Shareholders) Commencement of normal trading of Tilt Renewables Shares on the NZX 1 November 2016 Main Board Mailing of shareholding statements and de-listing of Trustpower 1 November 2016 Commencement of normal trading of Tilt Renewables Shares on the ASX 2 November 2016 All times and dates referred to above are times and dates in New Zealand, unless otherwise indicated. These times and dates and the references to them may be subject to change. Trustpower will announce any amendment to those times and dates. Conditional listing of Tilt Renewables on NZX It is intended that Tilt Renewables Shares will initially be listed on the NZX Main Board commencing two Business Days prior to the Distribution Date on a conditional settlement basis. If you wish to sell your Tilt Renewables Shares on the NZX Main Board during the period of conditional and deferred settlement trading, you must contact an NZX Firm. If implementation of the Demerger does not occur, then all trades in Tilt Renewables Shares during the conditional trading period will be cancelled and be of no effect. Tilt Renewables would then apply to NZX to delist and have its shares cease to be quoted on the NZX Main Board. Net debt It is expected that Tilt Renewables' net debt upon implementation of the demerger will be A$570.1 million. 3180525 v4 2 Shareholders) Commencement of normal trading of Tilt Renewables Shares on the NZX 1 November 2016 Main Board Mailing of shareholding statements and de-listing of Trustpower 1 November 2016 Commencement of normal trading of Tilt Renewables Shares on the ASX 2 November 2016 All times and dates referred to above are times and dates in New Zealand, unless otherwise indicated. These times and dates and the references to them may be subject to change. Trustpower will announce any amendment to those times and dates. Conditional listing of Tilt Renewables on NZX It is intended that Tilt Renewables Shares will initially be listed on the NZX Main Board commencing two Business Days prior to the Distribution Date on a conditional settlement basis. If you wish to sell your Tilt Renewables Shares on the NZX Main Board during the period of conditional and deferred settlement trading, you must contact an NZX Firm. If implementation of the Demerger does not occur, then all trades in Tilt Renewables Shares during the conditional trading period will be cancelled and be of no effect. Tilt Renewables would then apply to NZX to delist and have its shares cease to be quoted on the NZX Main Board. Net debt It is expected that Tilt Renewables' net debt upon implementation of the demerger will be approximately A$570.1 million. Certification The directors of Tilt Renewables certify that as at the date of this document there is no Material Information of Tilt Renewables that has not been disclosed, other than any information that would be subject to an exception from disclosure under NZX Listing Rule 10.1.1(a). ____________________________ ____________________________ B J Harker P J C Newfield ____________________________ ____________________________ F A Oliver P D Strachan ____________________________ ____________________________ G J C Swier V N Vallabh 3180525 v4 3 Certification The directors of Tilt Renewables certify that as at the date of this document there is no Material Information of Tilt Renewables that has not been disclosed, other than any information that would be subject to an exception from disclosure under NZX Listing Rule 10.1.1(a). ____________________________ ____________________________ B J Harker P J C Newfield ____________________________ ____________________________ F A Oliver P D Strachan ____________________________ ____________________________ G J C Swier V N Vallabh 3180525 v4 3 Certification The directors of Tilt Renewables certify that as at the date of this document there is no Material Information of Tilt Renewables that has not been disclosed, other than any information that would be subject to an exception from disclosure under NZX Listing Rule 10.1.1(a). ____________________________ ____________________________ B J Harker P J C Newfield ____________________________ ____________________________ F A Oliver P D Strachan ____________________________ ____________________________ G J C Swier V N Vallabh 3180525 v4 VOTE FOR THE POWER OF TWO TWENTY SCHEME BOOKLET SIXTEEN Demerger of Trustpower Limited TRUSTPOWER LIMITED NOTICE OF MEETING AND SCHEME BOOKLET For a scheme of arrangement between Trustpower Limited and its shareholders in relation to the proposed demerger of Trustpower Limited. VOTE IN FAVOUR The Trustpower Board unanimously recommends that you vote in favour of the Demerger. The Shareholder Meeting will be held at 10am on 9 September 2016 at Trinity Wharf Tauranga, 51 Dive Crescent, Tauranga. This is an important document and requires your immediate attention. You should carefully read it in its entirety before deciding whether to vote for or against the Demerger. If you are in any doubt as to what you should do, you should consult your stockbroker, appropriately authorised financial adviser, solicitor, accountant and/or other professional adviser before voting on the Demerger. 5 SCHEME BOOKLET IMPORTANT NOTICES Demerger of Trustpower Limited IMPORTANT NOTICES GENERAL • the procedural steps required to effect the Demerger, including why you are being asked to vote; This Scheme Booklet relates to a proposed Demerger of Trustpower Limited (“Trustpower”) into two companies • an overview of Tilt Renewables and New Trustpower – Tilt Renewables Limited (“Tilt Renewables”) and after the Demerger; Bay Energy Limited (which will be renamed Trustpower Limited after the Demerger and is called “New • an explanation as to why the Trustpower Board Trustpower” in this Scheme Booklet). believes that the Demerger is in the best interests of Trustpower Shareholders as a whole; and The Demerger is to be implemented by way of a Court approved scheme of arrangement under Part 15 of the • a recommendation that you vote in favour of Companies Act. This Scheme Booklet includes a notice the Demerger. convening a meeting of Trustpower Shareholders to consider and vote on the Demerger. This Scheme Booklet has been prepared in reliance upon the Financial Markets Conduct (Trustpower Group) This is an important document and requires your Exemption Notice 2016 and is not a product disclosure immediate attention. You should read this document statement. It has not been filed, registered with or in its entirety before deciding whether to vote for or approved by any New Zealand regulatory authority under against the Demerger Resolution. If the Demerger or in accordance with the Financial Markets Conduct Resolution is approved by the requisite majority of Act 2013 or any other New Zealand laws. This Scheme Trustpower Shareholders then, subject to all conditions Booklet does not contain all the information that a to the implementation of the Demerger, as set out in product disclosure statement is required to contain Section 9 (Implementing the Demerger), being satisfied, under New Zealand law. and subject to the Court granting the Final Court Orders, the Demerger will be implemented and binding This Scheme Booklet when taken together with the on all Trustpower Shareholders, including those who did Wrap that will be provided to NZX for release to not vote or who voted against the Demerger Resolution. the market upon implementation of the Demerger also constitutes a “Profile” for the purposes of the NZX Listing Rules and the compliance listings of Tilt PURPOSE OF THIS Renewables and New Trustpower on the NZX Main SCHEME BOOKLET Board.
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