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Tilt Renewables Limited Notice of Meeting and Scheme Booklet

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TILT RENEWABLES LIMITED NOTICE OF MEETING AND SCHEME BOOKLET In relation to the proposed acquisition of all of the fully paid ordinary shares in Tilt Renewables Limited (Tilt Renewables) at a price of NZ$8.10 per share by Pisa Obligor Co 1 Pty Ltd (ACN 648 537 017) (the Acquirer), and all of the shares in the New Zealand Subsidiaries by Mercury Wind Limited (Mercury Wind), under a scheme of arrangement. 1 VOTE IN FAVOUR Your Non-Conflicted Directors unanimously recommend that you vote in favour of the Scheme. The special meeting to consider, and vote on, the Scheme will be held: Time: 2:00pm (New Zealand time) Date: Wednesday, 14 July 2021 Place: The meeting will be held as a virtual online meeting – see the notice of meeting in Section 3 of this Scheme Booklet for details. If COVID-19 Government Alert Levels allow, Tilt Renewables will also hold a concurrent physical meeting at Lambton 1 Room, Intercontinental Hotel, 2 Grey Street, Wellington. IMPORTANT This is an important document and requires your immediate attention. You should read it carefully and in its entirety before deciding whether to vote for or against the Scheme. If you are in any doubt as to any aspect of the Scheme, you should seek advice from your financial, taxation or legal adviser before voting on the Scheme. If you have sold all of your shares in Tilt Renewables please disregard this Scheme Booklet and hand it and the accompanying voting/proxy form to the purchaser or the agent (e.g. the broker) through whom the sale was made, to be passed to the purchaser. An Independent Adviser's Report on the merits of the Scheme accompanies this Scheme Booklet and should be read carefully in conjunction with the Scheme Booklet. 2 WHAT DO YOU NEED TO DO? • Read this Scheme Booklet carefully and completely. • Decide whether or not you are in favour of the Scheme. The Non-Conflicted Directors unanimously recommend that you vote in favour of the Scheme. • Note the date and time of the Scheme Meeting – 2:00pm (New Zealand time) on Wednesday, 14 July 2021. You can vote online during the Scheme Meeting or, if COVID-19 Government Alert Levels allow, you can attend and vote in person at the physical meeting which is to be held at Lambton 1 Room, Intercontinental Hotel, 2 Grey Street, Wellington. • If you are not attending the Scheme Meeting in person or online, we encourage you to complete the Proxy Form accompanying this Scheme Booklet, including directing your proxy how to vote. If used, the Proxy Form must be deposited with Computershare using one of the methods outlined on the Proxy Form by 2:00pm (New Zealand time) on 12 July 2021 (being 48 hours before the start of the meeting). To appoint a proxy online, Shareholders will be required to enter their CSN/Shareholder Number and postcode or country of residence and the secure access Control Number that appears on the front of their Proxy Form, which accompanies this Scheme Booklet. • You can also watch for further announcements about the Scheme, including announcements submitted by Tilt Renewables via the NZX and ASX market announcements platforms or otherwise circulated to Shareholders. • We encourage you to vote. For the Scheme to be approved: • At least 75% of the votes of Shareholders in each interest class who are entitled to vote and who actually vote must be voted in favour of the Scheme Resolution; and • More than 50% of the votes of all Shareholders entitled to vote, whether or not actually voted, must be voted in favour of the Scheme Resolution. • See Section 4.14 of this Scheme Booklet for full details of how you can be paid. In summary, choose what currency you want to be paid in and follow the instructions below: • New Zealand dollars: If you want to be paid in New Zealand dollars but have not provided your bank account details to Computershare, please complete the Direct Credit Notification – New Zealand Bank Account form which accompanies this Scheme Booklet. • Australian dollars: If you want to be paid in Australian dollars but have not provided your bank account details to Computershare, please complete the Direct Credit Notification – Australian Bank Account form which accompanies this Scheme Booklet. • Other foreign currencies: If your address is outside of New Zealand and Australia and you want to be paid in a different currency, please contact Computershare directly to ensure they have your email address and to request payment in a foreign currency. Once your email address is provided to Computershare, Computershare will have Hyperwallet contact you to offer you a payment solution. • If you are in doubt as to what you should do (or any aspect of this Scheme Booklet), please seek advice from your financial, taxation or legal adviser. 1 IMPORTANT INFORMATION Purposes of this Scheme Booklet Forward-looking statements The purposes of this Scheme Booklet are to: This Scheme Booklet contains certain forward looking statements, which are subject to risks (both known • provide you with information about the proposed and unknown), uncertainties, assumptions and other acquisition of Tilt Renewables by the Acquirer, and the important factors that could cause the actual conduct, proposed acquisition of the New Zealand Subsidiaries results, performance or achievements of Tilt Renewables by Mercury Wind, under the Scheme; to be materially different. Deviations as to future • provide you with the material terms and conditions of conduct, market conditions, results, performance the Scheme and explain their effect; and achievements are normal and are to be expected, including those resulting from uncertainties associated • explain the manner in which the Scheme will be with the COVID-19 pandemic. considered by Shareholders and, if approved, implemented; Forward looking statements generally may be identified by the use of forward looking words such as 'aim', • provide you with information that could reasonably be 'anticipate', 'believe', 'estimate', 'expect', 'forecast', expected to be material to your decision whether to 'foresee', 'future', 'intend', 'likely', 'may', 'outlook', vote in favour of, or against, the Scheme; and 'planned', 'potential', 'projection', 'should', or other similar words. • include the information required by the Takeovers Panel in relation to the Scheme. Neither Tilt Renewables, its Directors or any other person gives any representation, assurance or guarantee that This Scheme Booklet is not a product disclosure the occurrence of the events expressed or implied in any statement. forward looking statements in this Scheme Booklet will actually occur. You are cautioned against relying on any Your decision such forward looking statements. This Scheme Booklet does not take into account your individual investment objectives, financial situation or Privacy and personal information needs. You need to make your own decisions and seek Tilt Renewables, the Acquirer and Mercury, and their your own advice in this regard. respective Representatives, may collect personal The information and recommendations contained in this information in the process of implementing the Scheme. Scheme Booklet do not constitute, and should not be Such information may include the name, contact details taken as constituting, financial advice or financial product and shareholdings of Shareholders and the names of advice. persons appointed by those persons to act as a proxy or corporate representative at the Scheme Meeting. The If you are in any doubt as to what you should do (or any primary purpose of the collection of personal information aspect of this Scheme Booklet), you should seek advice is to assist Tilt Renewables, the Acquirer and Mercury to from your financial, taxation or legal adviser before conduct the Scheme Meeting and implement the Scheme. making any decision regarding the Scheme. Personal information of the type described above may be Not an offer disclosed to Computershare, design, print and mail service providers, proxy solicitation firms, Related Companies of This Scheme Booklet does not constitute an offer to Tilt Renewables, the Acquirer and/or Mercury, and Tilt Shareholders (or any other person), or a solicitation of Renewables', the Acquirer's and Mercury's respective an offer from Shareholders (or any other person), in any Representatives. Shareholders have certain rights to jurisdiction. access personal information that has been collected. You Laws of New Zealand should contact Computershare in the first instance, if you wish to access your personal information. Shareholders This Scheme Booklet has been prepared in accordance who appoint a named person to act as their proxy or with New Zealand law. Accordingly, the information corporate representative should make sure that person is contained in this Scheme Booklet may not be the same aware of these matters. as that which might have been disclosed in this Scheme Booklet had it been prepared in accordance with the laws and regulations of another jurisdiction. 2 Responsibility for information All references to expected dates and times in this Scheme Booklet in respect of procedural aspects of the Scheme Other than as set out below, this Scheme Booklet has been are indicative only and, among other things, are subject to prepared by, and is the responsibility of, Tilt Renewables: obtaining all necessary approvals from the Court. • The Acquirer Information has been prepared by, and is the responsibility of, the Acquirer. Tilt Renewables, Currency its Related Companies and their respective All references in this Scheme Booklet to money are to Representatives have not been involved in preparing New Zealand dollars provided, however, a reference to A$ or verifying any of the Acquirer Information and is a reference to Australian dollars. do not assume any responsibility for the accuracy or completeness of the Acquirer Information. Diagrams, charts, maps, graphs and tables Mercury, its Related Companies and their respective Any diagrams, charts, maps, graphs and tables appearing Representatives have not been involved in preparing in this Scheme Booklet are illustrative only and may not be or verifying any of the Acquirer Information and to scale.
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