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For Personal Use Only NZX AND ASX ANNOUNCEMENT 10 June 2021 SCHEME OF ARRANGEMENT – SCHEME MEETING MATERIALS Tilt Renewables Limited (Tilt Renewables) has been granted initial orders from the High Court to seek shareholder approval in relation to the Scheme of Arrangement (the Scheme) with Powering Australian Renewables (PowAR) and Mercury NZ Limited (Mercury) under which it is proposed that PowAR will effectively acquire Tilt Renewables’ Australian business and Mercury will acquire Tilt Renewables’ New Zealand business. This transaction will be implemented by way of a Scheme where Tilt Renewables’ shareholders will receive NZ$8.10 per share (adjusted for any dividend paid) in cash. Tilt Renewables has released the Scheme Meeting materials, including the Independent Adviser's Report and Notice of Meeting, in relation to the Scheme proposal. The Scheme consideration of NZ$8.10 per share is above the Independent Adviser's valuation range of NZ$6.20 to NZ$7.83 per share. The Non‐Conflicted Directors of Tilt Renewables strongly encourage shareholders to vote, and unanimously recommend that shareholders vote in favour of the Scheme. Each Non‐ Conflicted Director intends to vote all of the shares they hold or control in favour of the Scheme.1 The Scheme Meeting will be held at 2.00pm on Wednesday 14 July 2021 in the Lambton 1 Room, Intercontinental Hotel, Wellington, and online at web.lumiagm.com. Details of the virtual and physical meeting are included in the Notice of Meeting section of the Scheme Booklet and information on how to attend online is included in the Virtual Meeting Guide which accompanies the Scheme Booklet. The Scheme Booklet, including the Independent Adviser's report, the Notice of Meeting and the Proxy/Voting form, has today been released in electronic form and will be uploaded to Tilt Renewables' website. These materials will be sent to shareholders in the next few days. For the Scheme to be approved: 75% or more of the votes cast in each interest class2 must be voted in favour of the Scheme; and more than 50% of the total number of Tilt Renewables' shares must be voted in favour of the Scheme. The Non‐Conflicted Directors strongly encourage shareholders to vote on the Scheme and unanimously recommend that shareholders vote in favour of the Scheme.3 The easiest way for For personal use only 1 The Non-Conflicted Directors reserve the right to change their recommendation and/or vote against the Scheme if, prior to the Scheme Meeting, the Independent Adviser's valuation range for Tilt Renewables' shares changes and the Scheme consideration is below the valuation range. 2 There will be two interest classes being all shareholders of Tilt Renewables other than Mercury and Mercury alone. See section 4.11 of the Scheme Booklet for more information about what an interest class is. 3 See footnote 1. Tilt Renewables GPO Box 16080 Phone: +61 1300 660 623 Collins Street West tiltrenewables.com Melbourne Victoria, 8007 Australia shareholders to vote is to complete the Proxy/Voting form online at www.investorvote.co.nz, or alternatively to return the form to Tilt Renewables' share registrar, Computershare. An Independent Adviser's Report has been prepared by Calibre Partners and is included in the Scheme Booklet. Calibre Partners has assessed the value of the Tilt Renewables' shares to be within the range of NZ$6.20 to NZ$7.83 per share. The basis for the Independent Adviser's valuation, and the assumptions on which the valuation is based, are set out in the Independent Adviser's Report which is included in the Scheme Booklet. In addition to shareholder approval, the Scheme remains conditional on final orders of the High Court, Foreign Investment Review Board approval, Overseas Investment Office approval and other customary completion conditions.4 Notably, the Scheme is not subject to any material adverse change condition. Shareholders should read the Scheme Booklet carefully and in its entirety as it contains important information to consider. If shareholders have any questions about how to vote, or other actions to take, in respect of the Scheme, they are encouraged to seek independent financial, taxation or legal advice. Key Dates Proxy voting closes: 2:00pm on 12 July 2021 Scheme Meeting: 2:00pm on 14 July 2021 Attached to this announcement are copies of the initial orders and the Scheme Meeting materials. ENDS For further information please contact: Steve Symons Chief Financial Officer, Tilt Renewables Phone +61 419 893 746 For personal use only 4 See section 4.9 of the Scheme Booklet for further details. Tilt Renewables GPO Box 16080 Phone: +61 1300 660 623 Collins Street West tiltrenewables.com Melbourne Victoria, 8007 Australia IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY I TE KOTI MATUA 0 AOTEAROA TAMAKI MAKAURAU ROHE CIV-2021-404-941 UNDER Part 15 of the Companies Act 1993 IN THE MATTER OF an application for orders approving a scheme of arrangement under Part 15 of the Companies Act 1993 TILT RENEWABLES LIMITED a duly incorporated company with its registered address c/- Russell McVeagh, Level 30, Vero Centre, 48 Shortland Street, Auckland 1010, New Zealand, and carrying on business as a developer, owner and operator of renewable energy generation in Australia and New Zealand Applicant INITIAL ORDERS UNDER PART 15 OF THE COMPANIES ACT 1993 3 JUNE 2021 Judicial Officer: Justice Campbell For personal use only M Eastwick-Field / J W Upson RussAl P +64 9 367 8000 MAz.lagh F +64 9 367 8163 PO Box 8 DX CX10085 Auckland 3469-4456-2708 1 1 TO: The Registrar of the High Court at Auckland AND TO; Any person the Court directs to be served THIS DOCUMENT NOTIFIES YOU THAT: a. The without notice interlocutory application for initial orders under Part 15 of the Companies Act 1993 ("the Act") made by Tilt Renewables Limited ("TLT'') on 24 May 2021 was determined by the Honourable Justice Campbell on 3 June 2021. b. The determination was made without a hearing. c. The following orders were made. ORDERS Timetable for Final Orders Application 1. Unless otherwise advised by the Court, the amended originating application for orders approving the proposed acquisition of the New Zealand assets of, and shareholding in, TLT by way of scheme of arrangement ("Scheme") under Part 15 of the Act ("Final Orders Application") will be heard at 10:00 am on 23 July 2021. Service and representation 2. That: (a) service of the without notice interlocutory application for initial orders relating to the Final Orders Application ("Initial Orders Application") be dispensed with; (b) personal service of the Final Orders Application be dispensed with and, instead, the persons specified in these orders are to be served in accordance with these orders; (c) TLT serves all documents filed in this proceeding on the Takeovers Panel, Pisa Obligor Co I Pty Ltd ("PowAR"), Mercury NZ Limited For personal use only ("Mercury"), and Mercury Wind Limited (formerly called Mercury SPV 2021 Limited) ("Mercury Wind"); and 3460-4456-2708 1 2 (d) except as provided in these orders or required by section 236A of the Act: (i) TLT is not required to serve any other documents on the persons specified in these orders; and (ii) if the hearing of the Final Orders Application is adjourned for any reason, only those persons who are entitled to appear and be heard under order 22 below need to be served with notice of the adjourned hearing date. Court file not be searched 3. The Final Orders Application, all interlocutory applications, affidavits, memoranda, and all other documents related to the approval of the Scheme on the Court file shall not be searched, inspected or copied until after the Scheme Meeting Materials (as defined in order 9 below) have been distributed to TLT shareholders ("Shareholders") in accordance with order 10 below. Scheme Meeting 4. TLT shall: (a) hold a special meeting of Shareholders ("Scheme Meeting") on or about 14 July 2021 during normal business hours in New Zealand: online through the web platform Lumi AGM; and (ii) as a concurrent physical meeting, unless the COVID-19 Government Alert Levels or other COVID-19 related restrictions or directives do not permit such physical meeting; (b) conduct the special meetings in respect of each interest class described in order 7 below contemporaneously; (c) at the Scheme Meeting, in accordance with order 6 below, put the resolution for Shareholders' consideration to approve the Scheme described in the Scheme Meeting Materials (as that term is defined in order 9), subject to any amendment to the Scheme by TLT before For personal use only the Scheme Meeting in a manner consistent with these orders ("Resolution"); and 3460-4456-2708 1 3 (d) except as otherwise provided in these orders, conduct the Scheme Meeting in accordance with the constitution of TLT and the provisions of the Act. 5. If TLT convenes the Scheme Meeting as a concurrent physical meeting in accordance with order 4(a)(ii), and without in any way limiting the function of the chairperson of the Scheme Meeting to conduct the Scheme Meeting in accordance with its rules and procedures and preserve its orderly conduct, TLT may, in its sole discretion, refuse to permit any shareholder, proxy, representative or other person to physically attend the Scheme Meeting if TLT considers such refusal to be necessary or desirable to comply with any applicable legal restrictions, or for health and safety reasons, associated with the COVI D-19 pandemic. 6. The Resolution shall be approved if it is passed (whether in person or by proxy): (a) by at least 75% of the votes of the Shareholders in each interest class entitled to vote and voting on the resolution; and (b) by a simple majority of the votes of those Shareholders entitled to vote.
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