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. The Wrap will record the outcome of the Shareholder Meeting and any other material changes The purpose of this Scheme Booklet is to provide you that have occurred in respect of Tilt Renewables and/or with information that could reasonably be expected to New Trustpower since the date of this Scheme Booklet, be material to your decision whether to vote in favour of, as confirmed by Tilt Renewables and New Trustpower. or against, the Demerger including: • an outline of the background to, and rationale for, the Demerger; • the advantages, disadvantages, risks and other factors associated with the Demerger; 6 SCHEME BOOKLET IMPORTANT NOTICES Demerger of Trustpower Limited RESPONSIBILITY FOR INFORMATION YOUR DECISION Other than as set out below, this Scheme Booklet This Scheme Booklet does not take into account your has been prepared by, and is the responsibility of, individual investment objectives, financial situation or Trustpower: needs. You must make your own decisions and take your own advice in this regard. The information and • the Investigating Accountants have prepared the recommendations contained in this Scheme Booklet do Investigating Accountant’s Report on the Compilation not constitute, and should not be taken as constituting, of the Pro Forma Financial Information in Section financial product advice. 12 (Investigating Accountant’s Report on the Compilation of the Pro Forma Financial If you are in any doubt as to what you should do, you Information); and should consult your stockbroker, appropriately authorised financial adviser, solicitor, accountant and/or other • the Independent Adviser has prepared the professional adviser before voting on the Demerger. Independent Adviser’s Report which appears in Appendix 2 (Independent Adviser’s Report Prepared in Relation to the Proposed Demerger of NOT AN OFFER Trustpower Limited). This Scheme Booklet does not constitute an offer to The liability of Trustpower with respect to the accuracy Trustpower Shareholders (or any other person), or a or completeness of this Scheme Booklet will be assumed solicitation of an offer from Trustpower Shareholders by New Trustpower after the Demerger. To the extent (or any other person), in any jurisdiction. that this Scheme Booklet is inaccurate or incomplete (as concerns the Financial Markets Conduct Act 2013 or any other rule of law), New Trustpower will assume LAWS OF NEW ZEALAND Trustpower’s liability. This Scheme Booklet has been prepared in accordance The Trustpower Board has received confirmation from with New Zealand law. Accordingly, the information the respective nominated chairs of the proposed Tilt contained in this Scheme Booklet may not be the same Renewables Board and the proposed New Trustpower as that which would have been disclosed in this Scheme Board that Section 7 (Tilt Renewables after the Booklet if it had been prepared in accordance with the Demerger) in respect of Tilt Renewables, and Section 8 laws and regulations of another jurisdiction. (New Trustpower after the Dermerger) in respect of New Trustpower, reflects each of Tilt Renewables’ and New Trustpower’s current expectations (as applicable). INFORMATION FOR TRUSTPOWER SHAREHOLDERS IN OTHER JURISDICTIONS NO REPRESENTATION This Scheme Booklet and the Demerger do not in any Except to the extent set out in this Scheme Booklet or way constitute an offer of financial products in any place as required by law (and then only to the minimum extent in which, or to any person to whom, it would be unlawful so required), none of Trustpower, Tilt Renewables or to make such an offer. The distribution of this Scheme New Trustpower (nor any of their respective associates, Booklet outside of New Zealand may be restricted by advisers, employees or current or proposed directors) law and persons who come into possession of it should warrants the performance of Trustpower, Tilt Renewables observe any such restrictions. Any failure to comply with or New Trustpower, or any return on Trustpower Shares, such restrictions may contravene applicable securities New Trustpower Shares or Tilt Renewables Shares. laws. Nominees, custodians and other Trustpower Shareholders who hold Trustpower Shares on behalf of a beneficial owner: 7 SCHEME BOOKLET IMPORTANT NOTICES Demerger of Trustpower Limited (a) may be restricted under applicable laws in how they The Scheme Booklet has not been filed with or reviewed by can deal with this Scheme Booklet and/or any Tilt the US Securities and Exchange Commission or any state Renewables Shares and New Trustpower Shares securities authority and none of them has passed upon they receive under the Demerger and are therefore or endorsed the merits of the Scheme or the accuracy, advised to seek independent advice as to how they adequacy or completeness of the Scheme Booklet. Any proceed; and representation to the contrary is a criminal offence. (b) may not forward this Scheme Booklet (or The Tilt Renewables Shares and New Trustpower Shares accompanying documents) to anyone outside to be issued pursuant to the Scheme have not been, and New Zealand, Australia and the United States will not be, registered under the US Securities Act of 1933 except, with the consent of Trustpower, to beneficial or the securities laws of any US state or other jurisdiction. shareholders resident in certain other countries An offer of securities is not being made in any US state or where Trustpower may determine it is lawful other jurisdiction where it is not legally permitted to do so. and practical. FORWARD-LOOKING STATEMENTS IMPORTANT INFORMATION FOR TRUSTPOWER SHAREHOLDERS IN Certain statements contained in this Scheme Booklet THE UNITED STATES constitute “forward-looking statements”. Forward- looking statements can generally be identified by the Trustpower, Tilt Renewables and New Trustpower intend to use of forward-looking words such as ‘may’, ‘could’, rely on an exemption from the registration requirements ‘anticipate’, ‘estimate’, ‘expect’, ‘opportunity’, ‘plan’, of the US Securities Act of 1933 provided by Section ‘continue’, ‘objectives’, ‘outlook’, ‘guidance’, ‘intend’, ‘aim’, 3(a)(10) thereof in connection with the consummation ‘seek’, ‘believe’, ‘should’, ‘will’ and similar expressions. of the Scheme and the issuance of the Tilt Renewables Such forward-looking statements are not guarantees Shares and New Trustpower Shares. Approval of the of future performance and involve known and unknown Scheme by the Court will be relied upon by Trustpower, risks, uncertainties and other factors, many of which are Tilt Renewables and New Trustpower for the purposes of beyond the control of Trustpower, Tilt Renewables and qualifying for the Section 3(a)(10) exemption. New Trustpower, which may cause actual results to differ materially from those expressed in or implied by the US shareholders should note that the Scheme is made for statements contained in this Scheme Booklet.