Contact accelerates strategy with the acquisition of Manawa

Contact Energy Limited Level 2 Harbour City Tower, 29 Brandon Street, Wellington 6011 | PO Box 10742, Wellington 6143
P: +64 4 499 4001 | W: contactenergy.co.nz


11 September 2024

Contact accelerates renewable generation
strategy with the proposed acquisition of Manawa

Summary

• Contact Energy Limited (Contact) has entered into a Scheme Implementation
Agreement (SIA) to acquire 100% of Manawa Energy Limited (Manawa) under a court
approved Scheme of Arrangement (Scheme).
• Contact will be well positioned to accelerate renewable development opportunities and
support New Zealand’s energy transition.
• The combination with Manawa is expected to create a more diversified, resilient and
efficient Contact business with complementary hydro assets, able to offer larger
volumes of fixed price electricity to the market.
• As consideration, eligible Manawa shareholders
1
are expected to receive
2
:
- 0.5719x Contact shares for each Manawa share (equivalent to $4.79 per Manawa
share
3
); plus
- cash consideration of $1.16 per Manawa share.
• Manawa shareholders are expected to own ~18.5%
2
of Contact shares post completion
of the Scheme.
• Major Manawa shareholders, Infratil and TECT Holdings (who between them hold or
control approximately 77.9% of Manawa shares), have committed to vote in favour of
the Scheme subject to certain conditions.
• The Scheme is subject to New Zealand Commerce Commission (NZCC) approval
(amongst other conditions) and is targeted at implementation in the first half of 2025.

Acquisition overview

Contact has entered into an SIA to acquire 100% of Manawa, a renewable electricity
generator, owning and operating 25 hydro schemes around New Zealand. Manawa has
~500MW of generation capacity which is winter-weighted. Manawa has over 1,200MW of
geographically diversified, secured development options in wind and solar.

“This acquisition will make Contact Energy a stronger, more resilient electricity company for
New Zealand with a more diversified generation portfolio across the North and South
Islands,” said Contact Chief Executive, Mike Fuge.

“Our hydro assets are complementary, with different seasonal generation profiles, which will
help Contact to better manage dry year risk and to sell larger volumes of fixed price
electricity into the market than we could independently.

1
Shareholders who hold Manawa shares on the record date, as defined in the SIA. Contact shares will only be available to
Manawa shareholders in New Zealand, Australia or other jurisdictions agreed by Contact and Manawa. Shares that would
otherwise be issued to all other shareholders will be issued to a nominee and sold with the net proceeds paid to those
shareholders.
2
Based on the merger ratio and cash consideration at Scheme signing. Final cash consideration and the number of shares
issued to Manawa shareholders are subject to adjustments for dividends declared and paid by Contact and Manawa between
signing and implementation.
3
Based on $8.3755 5-day VWAP Contact share price calculated at market close Tuesday 10
th
September 2024.

Contact Energy Ltd
2

“Access to this type of hedging adds resilience and support for New Zealand’s large energy
users and independent retailers to reduce their exposure to spot market prices in dry years.
This transaction makes a lot of sense given the strong alignment with the needs of our
customers and the wider economy,” Mike Fuge added.

Contact Chair, Rob McDonald, said: “The combination with Manawa would result in a
combined development pipeline of more than 10TWh and would further enhance Contact’s
strong development capabilities, accelerating Contact’s strategy to grow renewable
generation while decarbonising its portfolio.”

“The combination is an important step for the New Zealand energy market and energy
transition, providing greater ability to invest in future generation capacity, enhancing market
security and ultimately contributing to reducing wholesale prices long-term.”

For continuity and to support integration with the Manawa business and assets, and growth
of the combined business, it is intended that Manawa’s Chairman, Deion Campbell, will join
the Contact Board following implementation of the Scheme.

Financial impacts

The transaction is financially compelling for Contact. Manawa is expected to contribute
~$220m Normalised EBITDAF
4
post realisation of future embedded value, portfolio benefits
and cost synergies. The transaction is accretive on a Normalised EBITDAF less ‘stay-in-
business’ capex per share basis and is expected to deliver an internal rate of return
exceeding Contact’s weighted average cost of capital.

Greater stability of generation and cash flow is expected to provide cost of capital benefits
and support an uplift in Contact’s dividend per share profile by 1cps in FY26 (40cps) and by
2 - 3cps in FY27 (41 – 42cps)
5
.

Consideration and funding

As consideration for the acquisition, eligible Manawa shareholders are expected to receive
6

0.5719x Contact shares for each Manawa share (equivalent to $4.79 per Manawa share
7
);
plus cash consideration of $1.16 per Manawa share.

Total consideration implies a value of $5.95 per Manawa share which equates to a 47.6%
premium to last close, 47.4% premium to the 30-day VWAP and implies a normalised EV /
EBITDAF acquisition multiple of 10.7x.

The ultimate cash consideration and number of Contact shares issued to Manawa
shareholders are subject to adjustments for dividends declared and paid by Contact and
Manawa between Scheme signing and implementation.

4
Normalised EBITDAF represents Manawa’s FY24 Reported EBITDAF adjusted by Contact for expected future mean annual
hydro generation, Contact’s view of expected long-run wholesale electricity prices and expected cost synergy and portfolio
combination benefits. Please refer to the investor presentation for further detail on the Normalised EBITDAF, the expected
integration costs and expected future embedded value, portfolio benefits and cost synergies.
5
All dividend decisions are a matter for the Board. These align to the dividend policy and are dependent on business and
market conditions when each dividend decision is made.
6
Based on the merger ratio and cash consideration at Scheme signing. Final cash consideration and the number of shares
issued to Manawa shareholders are subject to adjustments for dividends paid by Contact and Manawa between signing and
implementation.
7
Based on $8.3755 5-day VWAP Contact share price calculated at market close Tuesday 10
th
September 2024.

Contact Energy Ltd
3

The cash consideration and repayment of outstanding Manawa bank debt and bonds will be
funded via new committed Contact bank debt facilities. The choice of transaction structure to
include scrip enables capital options to be maintained to ensure Contact has sufficient
funding flexibility to execute on the combined entity’s identified development pipeline whilst
maintaining a BBB S&P credit rating. Contact expects S&P to reaffirm Contact’s BBB credit
rating on a stable outlook.

Conditions & timetable

Implementation of the Scheme is subject to several conditions, each as set out in detail in
the SIA, including New Zealand Commerce Commission approval, the receipt of an
independent adviser’s report which concludes (and continues to conclude in any updated,
replacement or supplementary report prior to the Manawa shareholder meeting to vote on
the Scheme) the consideration is within or above the independent adviser’s valuation range,
approval of the High Court, approval by Manawa shareholders at a special meeting of
shareholders and other customary conditions, including no material adverse changes and no
‘prescribed occurrences’ affecting Contact or Manawa.

Additional information about the Scheme, and a notice of the shareholder meeting, will be
provided by Manawa to Manawa shareholders following receipt of Commerce Commission
approval, expected to be in the first half of 2025.

The directors of Manawa have unanimously recommended that Manawa shareholders vote
in favour of the Scheme in the absence of a superior proposal and subject to the
independent adviser’s report concluding in alignment with the statement in the first
paragraph of this section.

Major shareholders of Manawa, Infratil and TECT Holdings (who between them hold or
control approximately 77.9% of Manawa shares), have entered into voting agreements
under which they have committed to vote all of their shares in favour of the Scheme (subject
to certain conditions).

The conditions under the Scheme must be satisfied within nine months, subject to limited
extensions in certain circumstances.

An investor presentation has today been released to the NZX and ASX with further detail on
the acquisition, including the strategic rationale, expected synergies and the proposed
process timetable. On the current indicative timetable, Contact is targeting the receipt of
regulatory approvals and the Scheme taking effect in the first half of 2025.

Dividend reinvestment plan

Due to the announcement of the acquisition of Manawa and to ensure fairness, the Board
has resolved to modify the Contact Dividend Reinvestment Plan (DRP) for the final FY24
dividend that was announced on 19 August 2024.

Eligible shareholders that have already made an election to participate in the DRP on the
final FY24 dividend will have the option to opt-out if they wish. Eligible shareholders that
have not elected to participate in the final FY24 dividend will have the opportunity to opt-in if
they wish.

Changes to participation in the DRP for the final FY24 dividend, either to opt-in or opt-out,
must be submitted by 5.00pm on Tuesday 17 September 2024. This can be done online by

Contact Energy Ltd
4
visiting https://investorcentre.linkmarketservices.co.nz for New Zealand register holders or
https://investorcentre.linkmarketservices.com.au for Australian register holders.

Participation forms are also available from the Investor section of Contact’s website at
https://contact.co.nz/aboutus/investor-centre or, on request, by contacting the share
registrar.

The DRP strike price for the final FY24 dividend will remain as $8.2352 per share as
announced on 3 September 2024.

Advisers

Contact has engaged UBS New Zealand Limited and Cameron Partners Limited / Rothschild
& Co as Joint Financial Advisers and Bell Gully as its Legal Adviser.




IMPORTANT NOTICE: None of this announcement, the associated investor presentation and the
scheme implementation agreement constitutes, either individually or together, an offer of financial
products to any person in any jurisdiction. Further information, including the offer that is intended to
be made by Contact of new Contact shares to eligible Manawa shareholders under the Scheme, will
be provided in materials that will be sent by Manawa to its shareholders, expected to be in the first
half of 2025. Any shares to be issued by Contact under the scheme of arrangement will be made to
eligible Manawa shareholders in New Zealand pursuant to the exclusion in clause 19 of schedule 1 of
the New Zealand Financial Markets Conduct Act 2013 and in Australia in reliance on ASIC
Corporations (Compromises or Arrangements) Instrument 2015/358 and in certain other jurisdictions
where the issue may be made under all applicable laws without the need for any registration,
lodgement or other formality (other than a formality with which the Company is willing to comply). No
product disclosure statement or prospectus or other offering document under New Zealand or
Australian law or any other law will be prepared, filed with or approved by any regulatory authority in
New Zealand, Australia or any other jurisdiction.


- ends -





Investor enquiries Media enquiries
Shelley Hollingsworth Louise Wright
Investor Relations and Strategy Manager Head of Communications and Reputation
+64 27 227 2429 +64 21 840 313
shelley.hollingsworth@contactenergy.co.nz media@contactenergy.co.nz

---

1
1
Accelerates renewable generation strategy with
the proposed acquisition of Manawa
11 September 2024
Contact Energy

2
Important Notice and Disclaimer
This presentation has been prepared by Contact Energy Limited (Contact or the Company) in relation to the
proposed acquisition of 100% of the shares in Manawa Energy Limited (Manawa) by way of scheme of arrangement
(the Scheme) under the New Zealand Companies Act 1993 (the Act).
Information
This presentation contains summary information about the Company and its activities that is current as of the date of
this presentation. The information in this presentation is of a general nature and does not purport to be complete nor
does it contain all the information which a prospective investor may require in evaluating a possible investment in the
Company. The Company is subject to disclosure obligations that requires it to notify certain material information to
NZX Limited (NZX) and ASX Limited (ASX). This presentation should be read in conjunction with the Company's
other periodic and continuous disclosure announcements released to NZX and ASX, which are available at
www.nzx.com and www.asx.com.au. No information set out in this presentation will form the basis of any contract.
Not an offer, and not investment or financial product advice
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand
or Australian law or any other law (and will not be filed with or approved by any regulatory authority in New Zealand,
Australia or any other jurisdiction). This presentation is for information purposes only and is not an invitation or offer of
securities for subscription, purchase or sale in any jurisdiction.
This presentation, and the information provided in it, does not constitute, and is not intended to constitute, financial
product or investment advice (nor tax, accounting or legal advice) or a recommendation to acquire any securities of
the Company, or a solicitation of any vote or approval in connection with the Scheme. It has been prepared without
taking into account the objectives, financial or tax situation or particular needs of any individual.
Disclaimer
To the maximum extent permitted by law, the Company, its financial and other advisers and their respective related
bodies corporate and affiliates including, in each case, their respective shareholders, directors, officers, employees,
agents and advisers, as the case may be (each, a Specified Person) disclaims and excludes all liability (whether in
tort (including negligence) or otherwise) for any direct or indirect loss, expense, damage, cost or other consequence
(whether foreseeable or not) suffered by any person from the use of or reliance on the information contained in, or
omitted from, this presentation, from refraining from acting because of anything contained in or omitted from this
presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by
omission and whether arising under statute, in contract or equity or from any other cause). To the maximum extent
permitted by law, no Specified Person makes any representation or warranty, either express or implied, as to the
currency, fairness, accuracy, completeness or reliability of the information contained in this presentation, and you
agree that you will not bring any proceedings against or hold or purport to hold any Specified Person liable in any
respect for this presentation or the information in this presentation and waive any rights you may otherwise have in
this respect.
None of the financial and other advisers in respect of the Scheme, or their respective affiliates, related bodies
corporate, directors, officers, partners, employees, agents or advisers (Advisers) have independently verified or will
verify any of the content of this presentation and none of them are under any obligation to you if they become aware
of any change to or inaccuracy in the information in this presentation.
No Adviser has authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and
none of them makes or purports to make any statement in this presentation and there is no statement in this
presentation which is based on any statement by any of them. No Adviser takes responsibility for any part of this
presentation, nor do they make any representations or warranties to you. You represent, warrant and agree that you
have not relied on any statements made by any Adviser and you further expressly disclaim that you are in a fiduciary
relationship with any of them. No Adviser accepts or shall have any liability to any person in relation to the distribution
of this presentation from or in any jurisdiction.
Past performance
Past performance information provided in this presentation is given for illustrative purposes only and should not be
relied upon as (and is not) a promise, representation, warranty, guarantee or indication as to the past, present or
future performance of the Company.
Forward-looking statements
This presentation contains certain forward-looking statements with respect to the financial condition, results of
operations and business of the Company and Manawa, including their respective generation profiles, development
pipeline, guidance and outlook and statements in respect of outstanding debt. Forward-looking statements can
generally be identified by use of words such as 'approximate', 'project', 'foresee', 'plan', 'target', 'seek', 'expect', 'aim',
'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will', 'objective', 'assume', 'guidance', 'outlook' or similar
expressions.
This also includes statements regarding the timetable, conduct and outcome of the Scheme. Any indications of, or
guidance or outlook on, future earnings or financial position or performance and future distributions are also forward-
looking statements. All such forward-looking statements are not guarantees or predictions of future performance and
involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of
which are outside the control of the Company, are difficult to predict, and which may cause the actual results or
performance of the Company to be materially different from any future results or performance expressed or implied by
such forward-looking statements.
Such forward-looking statements speak only as of the date of this presentation. Except as required by law or
regulation (including the NZX and or ASX Listing Rules, as applicable), the Company undertakes no obligation to
update these forward-looking statements for events or circumstances that occur subsequent to the date of this
presentation or to update or keep current any of the information contained herein.
Any estimates or projections as to events that may occur in the future (including projections of generation, storage,
flexibility, hedge volumes, wholesale pricing, market share, seasonality, development pipeline, portfolio benefits, IRR,
synergies, EBITDAF, revenue, profit, underlying profit, dividends, margin, expenses, earnings, assets, liabilities and
performance) are based upon the best judgement of the Company from the information available as of the date of this
presentation. A number of factors could cause actual results or performance to vary materially from the projections.
Investors are strongly cautioned not to place undue reliance on any forward- looking statements, such as indications
of, and guidance on, outlook, future earnings and financial position and performance.

3
Important Notice and Disclaimer (cont.)
General
For the purposes of this Important Notice and Disclaimer, 'presentation' means these slides, any oral presentation of
these slides by the Company, any question-and-answer session that follows that oral presentation, hard copies of this
presentation and any materials distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and are
subject to change without notice.
Effect of rounding
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are
subject to the effect of rounding. The actual calculation of these figures may differ from the figures set out in this
presentation.
Financial information
All dollar values are in New Zealand dollars ($ or NZD) unless otherwise stated.
Non-NZ GAAP financial information
This presentation includes certain financial measures that are 'non-GAAP (generally accepted accounting practice)
financial information' under Guidance Note 2017: 'Disclosing non-GAAP financial information' published by the New
Zealand Financial Markets Authority, 'non-IFRS financial information' under ASIC Regulatory Guide 230: 'Disclosing
non-IFRS financial information' and 'non-GAAP financial measures' within the meaning of Regulation G under the
U.S. Exchange Act of 1934. Non-GAAP measures can be useful for investors and other users of this information as it
can provide additional insight into an entity’s financial performance, financial condition and/or cash flow. Such
financial information and financial measures (including EBITDAF and normalised EBITDAF, operating free cash flow,
stay-in-business capex and net debt) do not have standardised meanings prescribed under New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International
Financial Reporting Standards (IFRS) and therefore, may not be comparable to similarly titled measures presented by
other entities, and should not be construed as an alternative to other financial measures determined in accordance
with NZ IFRS, AAS or IFRS.) The non-GAAP measure have not been subject to audit or review. You are cautioned,
therefore, not to place undue reliance on any such financial information included in this presentation.
Pro forma Financial Information
This presentation includes certain pro forma information. The pro forma financial information provided in this
presentation is for illustrative purposes only and is not represented as being indicative of the Company's future
financial position and/or performance. The pro forma financial information have not been subject to audit or
review.
Shares issued under the Scheme
Any shares to be issued by the Company under the Scheme will be made to eligible Manawa shareholders in
New Zealand pursuant to the exclusion in clause 19 of schedule 1 of the New Zealand Financial Markets
Conduct Act 2013; in Australia in reliance on ASIC Corporations (Compromises or Arrangements) Instrument
2015/358; and in certain other jurisdictions if agreed between the Company and Manawa and where the issue
may be made under all applicable laws without the need for any registration, lodgement or other formality (other
than a formality with which the Company is willing to comply). Applications will be made for the new shares to be
quoted on the NZX Main Board and ASX.
No prospectus or product disclosure statement or other offering document under New Zealand or Australian law
or any other law will be prepared, filed with or approved by any regulatory authority in New Zealand, Australia or
any other jurisdiction in connection with any shares to be issued under the Scheme.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions
and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read
and agree to comply with the contents of this Important Notice and Disclaimer; (ii) you are permitted under
applicable laws and regulations to receive the information contained in this presentation; and (iii) you agree that
this presentation may not be reproduced in any form or further distributed to any other person, passed on,
directly or indirectly, to any other person or published, in whole or in part, for any purpose.

44
Acquisition summary
Overview of Manawa
2
1
Content
5 – 8
9 – 12
Strategic rationale
3
13 – 21
Combined group & financial impact
4
22 –28
Transaction process & key messages
5
29 – 32
Appendices
A
33 – 47

5
5
1. Acquisition summary

66
A highly strategic and financially compelling acquisition
~$220m Normalised
EBITDAF contribution post
realisation of future
embedded value, portfolio
benefits and cost synergies
(~$75m higher than Manawa
reported FY24)
2
123
456
Transaction structure
maintains Contact’s BBB
credit rating, retains capital
options for renewable
development and enables
Manawa shareholders to share
in combination benefits
Greater stability of both
portfolio generation and
cash flow expected to
support an uplift in
Contact’s DPS profile by
1cps in FY26 (40cps) and by
2 - 3cps in FY27 (41- 42cps)
1
Accelerates Contact’s strategy
to grow its renewable
generation portfolio and
decarbonise with a combined
development pipeline of
>10TWh and complementary
development capabilities
Transaction implies a
10.7x Normalised
EV/EBITDAF acquisition
multiple and is forecast to
deliver an IRR exceeding
Contact’s WACC
1
All dividend decisions are a matter for the Board. These align to the dividend policy and are dependent on business and market conditions when each payment decision is made.
2
Normalised EBITDAF represents Manawa’s FY24 Reported EBITDAF adjusted for expected future mean annual hydro generation, Contact’s view of expected long-run wholesale electricity prices and expected cost synergy and portfolio
combination benefits. Please refer to pages 24 and 41 for further detail, and to pages 25 and 27 for expected integration and transaction costs to achieve the Normalised EBITDAF.
Geographically diversified
hydro schemes are
complementary, enhancing
portfolio resilience and the
ability to support the energy
market

77
Important combination for the New Zealand energy
market and energy transition
✓
Attractive and diversified
combined renewable
development pipeline of
>10TWh supported by
complementary capabilities
“The combination with Manawa is expected to create a more diversified, resilient and efficient Contact business, which will be positioned to better manage dry
year risk, execute on renewable development opportunities and support New Zealand’s energy transition”
- Mike Fuge, CEO
1
When compared to the volume that can be supported by Contact’s and Manawa’s standalone hydro portfolios.
✓
Increased hydro
generation diversification
and greater portfolio
resilience
✓
Greater ability to offer
competitive risk management
products to the market
Greater ability to develop
and invest in future
intermittent renewable
generation
Increasing renewable generation
capacity can
Ability for customers to reduce
exposure to spot-market rates
in ‘dry years’ through hedging
Combination benefitsEnhanced Contact abilities Expected energy market benefits
✓
✓
Balance sheet and scale
efficiencies – including reduced
cost of capital, while retaining
capital options
Greater ability to place a
higher volume of fixed price
supply agreements into the
market
1
Enhance energy market security
✓
✓
✓
✓
OR
✓
Contribute to reducing
wholesale electricity prices
Reduce reliance on baseload or
discretionary thermal generation
✓

8
Acquisition summary
Funding & capital
structure
Acquisition overview
Transaction process
•Estimated cash consideration and repayment of outstanding Manawa bank debt and bonds will initially be funded via new committed Contact bank
debt facilities
•Contact Net Debt / EBITDAF is expected to rise temporarily above 3.0x on a spot basis
4
at the time of closing before progressively decreasing to
below 3.0x in the short term
−post transaction announcement, Contact expects S&P to reaffirm Contact’s BBB credit rating on a stable outlook
•Contact has entered into a Scheme Implementation Agreement (Scheme) to acquire 100% of Manawa
•As consideration, eligible Manawa shareholders are expected to receive

0.5719x
1
Contact shares for each Manawa share held on the record date
(equivalent to $4.79 per Manawa share); plus cash consideration of $1.16 per Manawa share
2
•Total consideration implies a value of $5.95 per Manawa share and a Manawa enterprise value of ~$2.3bn
−equates to a 47.6% premium to last close and 47.4% premium to the 30-day VWAP
−implies a Normalised EV / EBITDAF acquisition multiple of 10.7x
•The Scheme is subject to a number of conditions (as set out in more detail on page 30), including Contact obtaining NZ Commerce Commission
approval
•Major Manawa shareholders Infratil and TECT Holdings (who together represent 77.9% of Manawa’s shares) have committed to vote in favour of the
Scheme subject to certain conditions
−Manawa shareholders are expected to own ~18.5%
1
of Contact post completion of the Transaction
•The current indicative timetable is targeting the Scheme taking effect first half 2025
5
Contact has entered into a Scheme Implementation Agreement with Manawa to acquire 100% of Manawa via a
mixture of Contact shares and cash
1
Based on the Contact SIA price of $8.3755 (calculated as the 5-day VWAP to market close 10th September 2024) and excludes any adjustments for dividends declared and paid by Contact between Scheme signing and implementation.
2
Final cash consideration and the number of shares issued to Manawa shareholders are subject to adjustments for dividends declared paid by Contact and Manawa between Scheme signing and implementation.
3
All dividend decisions are
a matter for the Board. These align to the dividend policy and are dependent on business and market conditions when each payment decision is made.
4
Does not account for smoothing.
5
All dates are indicative only and subject to change.
•~$220m Normalised EBITDAF contribution post realisation of future embedded value, portfolio benefits and cost synergies
•Transaction is accretive on a Normalised EBITDAF less SIB capex per share basis and is expected to deliver an IRR exceeding Contact’s WACC
•Expected Contact cost of capital benefits from greater earnings stability, generation diversification and reduced thermal generation exposure
•Greater stability of generation and cash flow is expected to support an uplift in Contact’s DPS profile by 1cps in FY26 (40cps) and by 2 - 3cps in
FY27 (41 – 42cps)
3
Financial impacts

9
9
2. Overview of Manawa

1010
Manawa owns and operates 25 hydro schemes around NZ
with ~500MW of capacity and winter-weighted generation
Key metrics
Kaimai
Matahina
Wheao & Flaxy
Hinemaiaia
Esk
Mangorei
Motukawa
Patea
Manawa hydro scheme locations
Mangahao
Piriaka
Wairere
Mokauiti
Kuratau
Waihopai
Coleridge
Highbank/Montalto
1
Paerau/Patearoa
Deep Stream
Waipori
Cobb River
Branch River
Arnold
Kumara/Dillmans/Duffers
Kaniere Forks/McKays
Wahapo
250MW
North Island
capacity
248MW
South Island
capacity
Machine diversity
creates lower single
unit failure risk
Owns and operates 25 hydro
schemes with ~500MW of capacity
and one diesel peaking station
Total hydro generation volumes
of 1.9TWh in FY24
>99% of FY24 generation from
renewable sources
40% / 60%
summer / winter generation
(long term average)
Winter dominated generation
3
Average output by month (GWh)
0
50
100
150
200
250
JanFebMarAprMayJunJulAugSepOctNovDec
Average summer / winter generation
Monthly average:
3
Manawa company information. This data is from 2017-2023 to include King Country Energy generation information.
Manawa scheme
KCE scheme
(75% ownership KCE)
2
Key
1
Highbank and Montalto illustrated as one hydro scheme for the purposes of this presentation.
2
King Country Energy (KCE) is a hydropower electricity generator 75% owned by Manawa and
25% owned by King Country Trust.

1111
Manawa has over 1,200MW of geographically diversified,
secured development options in wind and solar
Argyle
0.1TWh
Huriwaka
0.9TWh
Kaihiku
0.5TWh
MacKenzie Basin
0.4TWh
Marlborough
0.4TWh
Hawkes Bay
Airport
0.08TWh
Ototoka
0.5TWh
Hapuakohe
0.8TWh
Kaipara
0.1TWh
Manawa’s announced
development locations and
expected annual output
Advanced option
(consented or in consenting)
Early-stage option
(land access secured)
WindCapacity
(MW)
Output
(~GWh)
Status
Land secured all sites
Huriwaka250850
Previous Central Wind project.
Consenting workstreams underway
Hapuakohe230790
Wind monitoring, site design and
consenting assessments underway
Kaihiku
1
150530
Historic wind monitoring data available,
consenting workstreams underway
Ototoka150530
Wind monitoring and site development
assessments underway
Marlborough100350
Wind monitoring and site development
assessments underway
Total8803,050
SolarCapacity
(MW)
Output
(~GWh)
Status
Land secured all sites
Kaipara70130
Resource monitoring, site design and
consenting assessments underway
Hawke’s Bay
Airport
4080
Resource monitoring, site design and
consenting assessments underway
Argyle65130
Consents secured. Design and
procurement underway
MacKenzie
Basin
200430Consenting assessments underway
Total375770
Status of Manawa’s announced development options
1
Kaihiku is a 50/50 partnership with Alexandra-based Pioneer Energy.

1212
Strong cashflow visibility with embedded value upside
✓Long-term sales volume to Mercury will reduce from 1
October 2024
✓Prices fixed (with CPI escalation) until 30
th
September
2026
✓Pricing linked to historic rolling ASX prices from 1
October 2026
✓Repricing benefits meaningful from FY26
3
when
>350GWh volume released
✓Volume is winter-weighted i.e. shaped ~40/60%
summer/winter, providing repricing upside vs. average
wholesale pricing benchmarks
ASX Futures (Quarterly, base period)
1
$/MWh
1
ASX NZ Electricity Otahuhu base quarter futures pricing as at 27 August 2024.
2
Based on broker estimate and Trustpower’s Internal Transfer price disclosure on the EA website (2021/22) – CPI applied.
3
Reflects Manawa’s March year end.
Highly contracted revenue with future embedded value as long-term contracted sales reprice to
winter-weighted market prices
Manawa FY24 sales mix (March year-end, GWh)
3,050
2,003
66%
383
12%
664
22%
Mercury hedge volumes (March year-end)
Manawa’s volumes are mostly under long-term
contracts (78% of sales in FY24) providing
earnings visibility
Value expected to be realised as fixed price Mercury contracts begin to update to market prices from Oct-26
GWh
Mercury
sales
C&I sales -
spot
C&I sales –
fixed price
0
500
1,000
1,500
2,000
FY23FY24FY25FY26FY27FY28FY29FY30FY31
Volume released into market pricing
ASX-linked set using current conditions
Fixed price set on 2021 market conditions
50
100
150
200
250
300
350
400
Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4
24
20252026
2027
Winter 2025
$286/MWh
Winter 2026
$206/MWh
Winter 2027
$197/MWh
Q4

13
13
3. Strategic rationale

1414
A strategically compelling acquisition
Combined portfolio will see mean renewable generation of more than 10TWh
2
with 94% renewable output
3
,
accelerating Contact’s strategy to grow renewable generation while decarbonising its portfolio
1
Geographically diversified hydro schemes are complementary, enhancing portfolio resilience and the
volume of fixed price supply agreements able to be placed into the market
1
2
Hydro flexibility is expected to provide firming to expedite intermittent renewable development
3
Highest value options can be advanced from an attractive and diversified combined development pipeline,
supported by Contact & Manawa’s renewable development execution capabilities
4
1
When compared to the volume that can be supported by Contact’s and Manawa’s standalone hydro portfolios.
2
Own generation.
2
Includes acquired generation. See page 18 for further information on the basis of these data points.

1515
1
Manawa and Contact’s geographically diversified hydro
schemes are complementary...
North Island locationsSouth Island locations
H
H
T
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
G
G
G
G
G
G
T
T
B
S
Auckland
Wellington
Christchurch
1
Based on long-term average annual output (including acquired). For Contact this reflects the normalised and expected FY25 generation by type outlined on slide 40 of the FY24 full year results presentation. For Manawa this is based on all-
time average hydro output by scheme. Acquired generation comprises Manawa’s contracted electricity under long term wind PPA and excludes acquired geothermal output.
T
Thermal power station
G
Geothermal power station
H
Hydroelectric power schemeContact
Manawa
S
Solar Farm
B
Battery
TypeContactManawaCombined
Thermal
peaking
stations
213
Hydro22527
Geothermal7-7
Solar1-1
Battery1-1
Other (gas)1-1
Total142640
46%
54%
Contact mean renewable generation mix
(including acquired)
1
Standalone
52%
42%
6%
Combined
Under
construction
TCC expected
closure end 2024
HydroGeothermalWind
Includes one
under
construction
G
T
Dunedin
Tauranga

1616
...enhancing portfolio resilience and volume of fixed price
supply agreements able to be placed into the market
Risk management benefits from hydro diversification
Seasonal shape
Monthly averages (2007-2023)
Contact
Output relative to average (x)
Source: EMI and company analysis.
Note: Annual references are to calendar years. Monthly data is calculated over the period 2007 - 2023. Excludes King Country Energy schemes and some very small schemes where continuous data is not available.
1
When compared to the volume that can be supported by Contact’s and Manawa’s standalone hydro portfolios.
0.6
0.7
0.8
0.9
1.0
1.1
1.2
1.3
1.4
JanFebMarAprMayJunJulAugSepOctNovDec
Manawa
✓Low correlation between seasonal hydro generation profiles
•Contact inflows are summer-weighted
•Manawa inflows are winter-weighted
✓The combined business is expected to have improved shaping of
generation to residential load, which is winter-weighted
Contact
Volatility and generation shape over time
Output relative to average (x)
✓Generation shape and volatility are negatively correlated over time,
resulting in reduced year-on-year volatility for the combined business
compared to Contact or Manawa standalone
✓Combined business is expected to be better able to manage dry year risk
with lower reliance on thermal generation or thermal-backed risk
management products
✓Increases the ability of the combined business to place a higher volume of
fixed price supply agreements into the market
1
Average
Average
0.8
0.9
1.0
1.1
1.2
1.3
200720092011201320152017201920212023
Manawa
1

1717
Hydro flexibility is expected to provide firming to expedite
intermittent renewable development
Hydro flexibility is a valuable source of firming effective across a wide range of time periods
Seconds
✓
Minutes
✓
Intra-day
✓
Inter-day
✓
Weekly+
✓
Quarterly+
Manawa schemes derive flexibility from a range of characteristics
MatahinaPateaKaimaiColeridgeCobb RiverWaipori
Max capacity 75MW32MW42MW40MW36MW93MW
Average output 284GWh108GWh166GWh272GWh190GWh188GWh
Storage
1
Days / weeksWeeks / months
Daily Flex
1
✓✓✓✓✓✓✓✓✓✓✓
Seasonal Flex
1
✓✓✓✓
North IslandSouth Island
While Manawa’s largest three South Island schemes provide some seasonal flexibility, this is a small component relative to the market
Source: Capacity and long-term average output figures are company information (output reflects all-time average by scheme).
1
Assessments / representations of Manawa’s storage and flexibility characteristics are Contact’s qualitative assessments based on a range of company information.
2

1818
Combined portfolio will see mean renewable generation of
more than 10TWh with 94% renewable output...
Diversification and increase in renewable generation
Mean renewable output (own generation, TWh)
1
Contact
standalone
Combined
Enhances Contact’s highly renewable mean output
Mean renewable output (including acquired generation)
1,2
1
Based on long-term average annual output. For Contact this reflects the normalised and expected FY25 generation by type outlined on slide 40 of the FY24 full year results presentation. For Manawa this is based on all-time average output by scheme.
2
For simplicity, Contact has included its acquired generation within thermal (technically, Contact’s acquired generation ties to a mix of generation sources from the market). Manawa’s acquired generation includes wind generation under PPA. Excludes
Manawa’s acquired geothermal output.
3
Hydro storage market share is calculated by dividing the estimated volume of useable hydro storage (in GWh) within Lakes Hawea, Cobb, Coleridge, and Waipori by the total assumed national hydro storage
volume (~4.3TWh). Useable storage describes the available volume above minimum consent maintenance levels and below flood levels.
RenewableNon-renewable
+2%
Contact
standalone
Combined
92%
8%
94%
6%
4.6
3.9
4.6
4.9
0.9
North IslandSouth IslandNorth IslandSouth Island
5.6
HydroGeothermal
Improved access to total hydro storage capacity in New Zealand
Share of New Zealand hydro storage capacity
3
+4%
Contact
standalone
Combined
7%
11%
ContactManawa
3

1919
...accelerating Contact’s strategy to grow renewable
generation while decarbonising its portfolio
GHG emissions intensity from
generation reduces by
~20tCO2e/GWh when
businesses combined
1
A more diversified generation
portfolio and portfolio
complementarities are expected
to reduce reliance on thermal
peaking
Combined portfolio increases
Contact’s ability to provide a
higher volume of fixed price
supply agreements, helping to
support the energy market and
customers
Ability to reduce cost to serve
C&I customers through fixed
cost leverage
Opportunity for wider
deployment of demand flex
products
Strategic
alignment
Grow
demand
Grow renewable
development
Decarbonise
our portfolio
Create outstanding
customer experiences
Portfolio risk is reduced through
generation diversification and more
winter-weighted generation. This
better enables the firming of existing
retail load
Accelerating Contact’s renewable
generation strategy aligns with
Contact’s decarbonisation-led,
‘it’s good to be home’, brand
proposition
Manawa’s >1,200MW wind and solar
development pipeline adds to Contact’s
attractive options across New Zealand
Enhances Contact’s renewable development
capability
Hydro scheme flexibility and resilience
provides firming to expedite intermittent
renewable development
Balance sheet and scale efficiencies –
including cost of capital benefits – expected to
support the financing of new development
Our strategy to lead NZ’s decarbonisation
1
Based on combined Contact and Manawa FY24 scope 1 and 2 GHG emissions and scope 1 and 2 generation.
3

20
Note: All new generation / storage projects, other than Te Huka 3, Kōwhai Park and the Glenbrook
Battery, remain subject to Final Investment Decisions. Pipeline illustrations exclude additional options
where land access is under negotiation.
Solar under development
Consented
Consenting in progress
Under construction
Kōwhai Park
0.3TWh solar
Southland
0.9 -1.2TWh wind
Glorit
0.3TWh solar
Stratford
100MW battery
0.3TWh solar
Glenbrook
100MW battery
Te Huka 3 0.4TWh
Remaining consented
~1.2TWh (uplift)
1
Wind under development
Land access securedConsenting underwayConsented
4TWh
2TWh
Geothermal
Highest value options can be advanced from an attractive
and diversified combined development pipeline...
Contact’s solar and wind pipeline
Solar under developmentWind under development
Land access securedConsenting underwayConsented
7TWh
3TWh
Manawa and Contact’s combined solar and wind pipeline
Argyle
0.1TWh solar
Kaihiku
0.5TWh wind
Huriwaka
0.9TWh wind
1
Includes Te Mihi Stage 2 & 3 uplift potential, additional volume expected from Tauhara after the first planned
outage in 2025 and further consented Tauhara development potential.
Note: Map only shows sites
where consenting is underway
or further advanced
4

21
Access to finance
✓Front-end work and project planning
✓Major Project processes for
consistency in delivery
✓Contracting & procurement expertise
✓Specialist knowledge acquired through
partnerships (wind / solar)
✓Incremental capability added through
Manawa’s development team
✓Contracting strategies aligned with
local, regional and national industry
capabilities
✓Partnership and collaboration with
contractors and construction industry
✓Focus on enhancing efficiency and
sustainability in construction
✓Investment grade BBB credit rating
✓Open share register
✓Green borrowing programme, certified
by Climate Bonds Initiative
✓Experience in project financing,
enabling off balance sheet funding
✓Design efficiency through scope
optimisation
✓Simplification of specifications &
standardisation
✓Constructability in design
✓Safety in design
DesignCapabilityConstruction
TauharaTe Huka 3Te MihiStage 2 & 3
Solar
Wind
Battery
Large capital project execution is a strategic advantage
...supported by Contact & Manawa’s renewable
development execution capabilities
Hydro
Shared expertise
4

22
22
Appendix B
Supplementary CombinedCo information
4. Combined group & financial impact

23
Expected portfolio
combination benefits
Embedded future
Manawa standalone
earnings potential
Cost synergies
Non-quantified
potential strategic
benefits
Acquisition is financially compelling
•~$10 - 20m in combined portfolio benefits through complementary
inflow patterns of combined hydro assets
•Expected to reduce both generation and cash flow volatility
•Embedded value benefits as MCY, C&I contracts & PPA contracts roll-
over onto more favourable pricing terms
−net EBITDAF impact expected to be ~$21m assuming a long-run electricity
price of $120MWh
1
•Generation uplift of ~90GWh (from reported FY24) with reversion to mean
hydro and following completion of Manawa’s announced asset refurbishment
programme is expected to generate incremental EBITDAF of ~$11m
•Material synergies are expected to arise due to recurring cost reductions
•These are expected to deliver cost savings of $23m - 28m p.a. and are
expected to be realised within 18 - 24 months post transaction completion
•Higher GWAP:TWAP through increased ability to shift generation into
periods where the market values it the most
•Enhanced development capability and future investment pipeline
•Accelerated decarbonisation strategy delivery, which is expected to help
attract a wider audience of investors and / or customers
Combination benefits expected to drive greater financial stability and value accretion
Key financial benefits
✓
✓
1
3
4
2
✓
✓
Normalised EBITDAF less SIB capex per
share accretive
3
Enhanced DPS profile by 1cps in FY26
(40cps) and by 2 - 3cps in FY27 (41-42cps)
2
Value accretive transaction with forecast
IRR exceeding Contact target WACC
Expected cost of capital benefits through
a lower risk business with greater
earnings stability from diversified hydro
generation and reduced thermal
generation exposure
1
Base price at Otahuhu, 2024 real terms.
2
All dividend decisions are a matter for the Board. These align to the dividend policy and are dependent on business and market conditions when each payment decision is made.
3
Normalised EBITDAF represents Manawa’s FY24 Reported EBITDAF adjusted for expected future mean annual hydro generation, Contact’s view of expected long-run wholesale electricity prices and expected cost synergy and portfolio
combination benefits. Please refer to pages 24 and 41 for further detail. SIB capex is based on Manawa long term SIB capex disclosures.

24
Manawa Reported
FY24 EBITDAF
MCY, PPA & C&I
contract roll-over
Generation normalisationCost synergiesExpected portfolio benefitsNormalised EBITDAF
145
1
218
4
EBITDAF synergies and expected portfolio benefits
Normalised EBITDAF bridge ($m)
~$220m Normalised EBITDAF contribution post realisation of future embedded value, portfolio benefits and cost
synergies (~$75m higher than Manawa Reported FY24)
1
2
3
4
Embedded value - future Manawa
standalone earnings potential
Non-quantified potential
strategic benefits
Note: Normalised EBITDAF adjusts FY24 EBITDAF to reflect a long-term outlook, due to the timeframe required to achieve generation normalisation and realise synergy benefits.
1
FY24 EBITDAF is from continuing operations only.
2
Represents the difference in FY24 EBITDAF and normalised EBITDAF excluding changes associated with higher generation volumes shown separately (generation normalisation),
cost synergies and portfolio benefits – refer to page 41 for normalisation calculation and assumptions.
3
Generation uplift of ~90GWh on FY24 includes reversion to mean hydro and requires completion of the Manawa announced asset
refurbishment and enhancement projects. Further detail on these can be found on page 15 of the Manawa FY23 Annual Shareholder Meeting Presentation.
4
Assumes midpoint of cost synergies and portfolio benefits.
5
Base price at
Otahuhu in 2024 real terms.
6
Holding all other assumptions constant at the mid-point.

Assumes $120/MWh long-run
wholesale electricity price
5

Current wholesale electricity futures price
is materially higher than $120/MWh
Every +/- $5/MWh change in assumed
price would have an approximate +/-
impact of $10m on normalised EBITDAF
6
16.1x10.7x
Transaction
EV/EBITDAF:
~21
2
~11
3
10 - 20
23 – 28

25
Cost synergies expected to be realised within 18 - 24 months
~70%
~100%
6 months
18 – 24 months
Cost synergies are expected to be fully realised within 18 - 24 months post
transaction completion
(% cost synergies realised post completion)
Cost synergies of $23m-28m, predominantly from duplicated corporate functions
1
Synergies have been estimated from FY25 forecast operating costs for Manawa which is the assumed cost base for steady state calculations and aligns with FY24 actual performance.
One-off integration cost $44m expected to be
incurred within 18 - 24 months post completion
FY24 real, $m
Above numbers exclude one-off transaction costs as noted on page 27
Includes costs
associated with
ICT and trading
system integration
Includes costs
associated with
integration and
programme
support
31
13
Capex
Opex
$44m
Sources of cost synergies
1

FY24 real, $m
$23-28m
Cost synergies are expected to total $23-28m
The majority (over 85%) of these savings are expected to
come from the removal of duplication of corporate
functions and systems (ICT) between the existing entities

2626
Full combination benefits to be realised over 3 horizons
Horizon 1: FY25 - 26
Horizon 2: FY27 - 28
Estimated Normalised EBITDAF ~$75m
above Manawa FY24 baseline earnings
from realisation of embedded value and
synergy delivery
Expected increase in DPS by
+1cps in FY26 to reflect lower
business risk
1

Initial realisation of complementary
portfolio benefits
Objective
Benefits in
the period
Lower Contact’s overall market
risk by acquiring contracted cash
flows with lower risk on fuel cost
changes
Integrate and optimise to deliver cost
synergies and portfolio benefits and
see benefits from repricing to market
and completion of asset
enhancement programme
Combine
Deliver
Grow
Expected increase in DPS by
+2 to3cps in FY27 reflecting
confidence in synergy and
repricing benefits
1
Reduced earnings volatility
Look for opportunities to further advance
intermittent renewable generation supported
by Contact & Manawa’s renewable
development execution capabilities
Description
Horizon 2: FY26 - 27
Horizon 3: FY28 and beyond
1
2
3
1
All dividend decisions are a matter for the Board. These align to the dividend policy and are dependent on business and market conditions when each payment decision is made.

2727
Scrip/cash consideration maintaining financial flexibility
•As consideration, eligible Manawa shareholders are expected to receive

0.5719x
1
Contact
shares for each Manawa share held on the record date (equivalent to $4.79 per Manawa share

or $1,499m); plus cash consideration of $1.16 per Manawa share (equivalent to $363m)
−Contact shares consideration will only be available to Manawa shareholders in New Zealand
or Australia
2

−final cash consideration and the number of shares issued to Manawa shareholders are
subject to completion adjustments (see consideration adjustment detail below)
•Estimated cash consideration and repayment of outstanding Manawa bank debt and bonds will
initially be funded via new committed Contact bank debt facilities
•Contact Net Debt / EBITDAF is expected to rise temporarily above 3.0x on a spot basis
3
at the
time of closing before progressively decreasing to below 3.0x in the short term
−post transaction announcement, Contact expects S&P to reaffirm Contact’s BBB credit rating
on a stable outlook
Contact intends to fund the Transaction via a mixture of Contact shares and cash, and remains committed to
maintaining its BBB S&P credit rating
Funding & capital structure
Sources
Issuance of Contact shares
1,499
New committed Contact senior debt facilities
815
Total sources
2,314
Estimated sources and uses ($m)
4
Uses
Contact shares consideration
1,499
Cash consideration
363
Cancellation and repayment of Manawa bank debt
and bonds
452
5
Total uses
2,314
Note: Sources and uses shown are rounded to the nearest NZ$1m and exclude one-off
transaction costs. One-off transaction costs, including advisors and finance establishment
(excluding any interest costs relating to the new debt), are expected to total ~2% of the
transaction enterprise value. Transaction costs will be paid from new Contact senior debt
facilities. Sources and uses differs from Transaction EV as it excludes non-controlling
interests of $22.1m.
Consideration adjustment detail
•Final cash consideration and the number of shares issued to Manawa shareholders are subject
to adjustments for dividends declared and paid by Contact and Manawa between Scheme
signing and implementation
−cash consideration is reduced by the amount of any Manawa dividends
−Contact shares consideration is increased by Manawa shareholders’ proportionate share of
any Contact dividends with an ex-date between Scheme signing and implementation
1
Based on the Contact SIA price of $8.3755 (calculated as the 5-day VWAP to market close 10th September 2024) and excludes any adjustments for dividends declared and paid by Contact between Scheme signing and implementation of
the Scheme.
2
Contact shares consideration may also be available in certain other jurisdictions if agreed between Contact and Manawa. Shares that would otherwise be issued to all other shareholders will be issued to a nominee and sold
with the net proceeds paid to those shareholders.
3
Does not account for smoothing.
4
Assumes Manawa shareholders receive 0.5719 Contact shares and cash consideration of $1.16 per Manawa share.
5
Represents Manawa FY24
reported net debt. Actual Manawa net debt at Scheme implementation will be subject to Manawa financial performance and Scheme implementation timing.

2828
Enhanced dividend profile in FY26 and FY27
•Contact’s dividend policy is to pay dividends of 80-100% of average operating
free cash flow of the preceding four years. As the historic measure will not
capture the operating free cash flow contribution from Manawa within the history,
the board will apply discretion in the first few years post-acquisition, if the
measure is temporarily above 100%, so that it is not constrained in delivering the
expected DPS uplift
•The combined entities are expected to provide greater stability of generation and
cash flow supporting a higher DPS profile
•The dividend is expected to be 1cps higher in FY26 and 2 - 3cps higher in FY27
compared to Contact standalone
1
Historical and expected Contact DPS
1
Dividend policy and outlook
•Due to the announcement of the acquisition of Manawa and to ensure
fairness to shareholders, the Board has resolved to modify the Contact DRP
programme. Shareholders that have already made an election to participate
in the DRP on the final FY24 dividend will have the option to opt-out.
Shareholders eligible to participate in the DRP that did not elect to
participate previously will also have the opportunity to opt-in
•The DRP strike price for the FY24 dividend will remain as $8.2352 per
share as announced on 3 September 2024. Changes to participation in the
DRP, either to opt-in or opt-out, must be submitted by 5pm on Tuesday 17
September 2024
Dividend reinvestment plan (DRP) modification
Greater stability of generation and cash flow is expected to support a DPS profile which is 1cps higher in FY26
and 2 - 3cps higher in FY27
1
Higher DPS profile
expected in FY26 and
FY27
1
1
All dividend decisions are a matter for the Board. These align to the dividend policy and are dependent on business and market conditions when each payment decision is made.
16
14141414
393939
23
212121
23
39
40
42
FY20AFY21AFY22AFY23AFY24AFY25eFY26eFY27e
39
353535
37
InterimFinalExpected (standalone)Expected (combined)
41-

29
5. Transaction process & key messages

30
Transaction overview
•The acquisition of Manawa is to be achieved by a New Zealand Court approved Scheme of Arrangement (the Scheme)
•The Scheme is governed by a Scheme Implementation Agreement between Contact and Manawa
•Contact will acquire all the shares in Manawa, and Manawa will become a wholly owned subsidiary of Contact, on implementation of the Scheme
•Implementation of the Scheme is subject to a number of conditions, including:
‒Contact obtaining approval from the New Zealand Commerce Commission
‒the Independent Adviser’s Report concluding, and continuing to conclude until the Scheme shareholder meeting, that the value of the combined cash and scrip
consideration (which is subject to adjustment for dividends declared and paid by either party) is within or above the Independent Adviser’s valuation range for the
Manawa shares
‒no 'material adverse change' or certain other prescribed events occurring in respect of either Contact or Manawa before the Scheme is implemented
‒approval at a meeting of Manawa shareholders by: (1) 75% of the votes of Manawa shareholders voting; and (2) more than 50% of the votes of Manawa
shareholders entitled to vote
‒approval of the New Zealand High Court
•The transaction does not require OIO approval
•Major shareholders of Manawa, Infratil and TECT Holdings (who between them hold approximately 77.9% of Manawa shares), have entered into voting agreements and
committed to vote in favour of the Scheme subject to certain conditions
‒Infratil and TECT Holdings are expected to hold approximately 9.5% and 5.0% of Contact’s shares post transaction completion
1
•For continuity and to support integration with the Manawa business and assets, and growth of the combined business, it is intended that Manawa’s Chairman, Deion
Campbell, will join the Contact Board following implementation of the Scheme
The acquisition of Manawa is to be achieved by a New Zealand Court approved Scheme of Arrangement (the
Scheme) and has the support from major Manawa shareholders
1
Based on the Contact SIA price of $8.3755 (calculated as the 5-day VWAP to market close 10th September 2024) and excludes any adjustments for dividends declared and paid by Contact between Scheme signing and implementation.

31
Targeting completion in first half 2025
Key eventIndicative date
Entry in Scheme Implementation Agreement11 September 2024
NZ Commerce Commission (NZCC) application madeSeptember 2024
Receipt of NZCC approvalFirst half 2025 (estimated)
Issuance of Scheme Booklet to Manawa shareholdersAs soon as practicable following NZCC approval
Manawa Scheme MeetingFour weeks post issuance of the Scheme Booklet
Second Court hearingApproximately two weeks post Scheme Meeting
Implementation of the SchemeFirst half 2025
Indicative transaction timeline (all dates calendar year)
The transaction is targeting receipt of regulatory approvals and Scheme implementation first half 2025
Note: All dates are indicative only and subject to change. The dates assume there are no delays or complications, including with respect to court and regulatory approvals, and will depend on the timing of each other step and
satisfaction of the conditions precedent.

32
Key messages
Contact has entered into a Scheme Implementation Agreement to acquire
100% of Manawa via a mixture of Contact shares and cash
The combination of Contact and Manawa delivers portfolio resilience and cash
flow stability while accelerating Contact’s decarbonisation strategy and future
growth pipeline
−Reduced risk profile of combined entity expected to help support the
energy market and customers through a higher volume of fixed price
supply agreements
−Greater ability to invest in future generation capacity. Increasing
renewable generation capacity can enhance energy market security,
contribute to reducing wholesale prices and reduce reliance on baseload
or discretionary thermal generation
The acquisition is financially compelling and Contact is strongly placed to
unlock value from a combination with Manawa
−Significant embedded value and combination benefits expected
−Increased DPS profile by 1cps in FY26 (40cps) and by 2 - 3cps in FY27
(41-42cps)
1
The transaction subject to conditions, including NZ Commerce Commission
approval, with targeted completion in first half 2025
1
All dividend decisions are a matter for the Board. These align to the dividend policy and are dependent on business and market conditions when each payment decision is made.
✓
✓
✓
✓

33
33
Appendix A
Supplementary Contact information

3434
6%
5%
4%
4%
3%
3%
3%
4%
5%
5%
5%
5%
4%
5%
15%
5%
5%
5%
4%
6%
4%
5%
4%
4%
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
10,000
2000200120022003200420052006200720082009201020112012201320142015201620172018201920202021202220232024
Accumulated total shareholder return as at 30 June
2
Accumulated capital gainAccumulated dividend gainDividend Yield
Contact value creation track record
Contact has delivered a total shareholder return of 15.9% for FY24 and an average annual return of 10.3%
since 2000, along with a consistent dividend yield of 4 – 5%
1
Returns as at Contact year end of 30 June.
2
The accumulated total shareholder return assumes that $1,000 was invested in January 2000. Dividend yield is calculated based on the share price of Contact at each financial year end.
n/a

35
35
Appendix B
Supplementary CombinedCo information

36
Adhering to Contact’s capital allocation framework
... and Contact’s decision-making framework to deliver value accretive growth
Opportunity
Target
returns
2
Returns on
projects at or
nearing FID
Rationale
Geothermal9-11%>10%
Compensates for scarce resource and
subsurface expertise to develop
Wind8-10%TBC
Above WACC return for higher quality sites
e.g. low correlation, close to load, quality wind
resource
Solar10-12%>12%
Speed to market. Lowest barriers to entry.
Target returns need to be high to account for
increasing correlation over time
Battery8-9%9-10%
Sources of value and returns profile expected
to change over time as the market evolves
Hydro8-9%>8%
Portfolio value derived from complementarity
and flexibility. Lowers cost of capital over time
Value accretive transaction supported by market fundamentals
Contact’s view of expected long-run wholesale electricity prices
supports the firmed long-run cost of new renewables (annual average
$115-125/MWh)
1
. Observed construction costs for new renewables
have continued to rise, while the cost of indigenous gas appears to have
undertaken a step change
Long-run wholesale electricity prices remain supportive
Aligns with long-term market fundamentals...
Winter summer price separation widening
Role of flexibility
While average prices reflect long-run economics, ASX Futures illustrate
winter prices rising by substantially more than summer prices. This
reflects the requirement to recover thermal system fuel costs and the
expected increase in must-run renewables within the market
Flexible generation and fuel storage is required to support new
intermittent generation as more comes online
1
As indicated in November 2022, updated for inflation and includes update to reflect higher cost of capital. This is a through-the-cycle measure in a balanced market. Prices achieved are a function of the market at a point in time.
2
IRR, based on current financing approaches (Wind, Geothermal on balance sheet, 30% gearing, Solar project financed).

3737
Manawa has a long history providing renewable energy
to New Zealand
Source: Public disclosures
1
FY24 EBITDAF is from continuing operations only and excludes $0.6m of discontinued operations.
1923
The origins of Manawa go back to
the early 20
th
century, when water
from the Omanawa River in the
Bay of Plenty was first used for
hydro-electric power generation
The establishment of the
Tauranga Electric Power Board
followed in 1923
1993
Following the Government's 1993
restructuring of New Zealand’s
electricity sector, Trustpower
Limited was formed and began
developing a generation and
retailing business
2016
Trustpower underwent a
demerger of its wind assets to
form Tilt Renewables Limited
1994 - 2015
Trustpower grows hydro and wind
generation capacity through
development of new schemes
and purchasing of existing
schemes to a peak of 1,101MW
Retail offering is expanded to
include telecommunications and
gas with customers throughout
New Zealand
Trustpower exits distribution
2022
Trustpower Limited changes its
name to Manawa Energy Limited
following the successful sale of its
mass market retail business to
Mercury NZ in May 2022
Manawa
Operates 25 hydro schemes
and one diesel peaking station
650 C&I customers
$145m EBITDAF in FY24
1

3838
Combined business operational dashboard
Generation & tradingSales & customer solutionsRenewable development
Geothermal
Hydro
Peakers
Acquired
renewable
7 stations
1
| 4.6TWh
27 schemes | 5.8TWh
Wind
2
| 0.6TWh
2 diesel | 1 gas station
3
Strategic
long term
C&I
Flexible load
contracted
Retail
3.9TWh
2.3TWh
>620k connections
~170MW flexible demand
4
Geothermal
Wind
Battery
Solar
1.3TWh
7TWh
3TWh
200MW
Combined enabling functions + expertise
✓Engineering + safety
✓Re-consenting + environmental management
✓Geographically diverse hydro management
teams
✓Geothermal reservoir management
✓Trading and commodity risk management
✓Wholesale strategy
Combined enabling functions + expertise
✓C&I contracting and sales platform
✓Contractual structuring / load shaping
✓Long-term partnering
✓Multi-product retail business
✓Decarbonisation solutions
✓Channel management strategy
Combined enabling functions + expertise
✓In-house development
✓Consenting + stakeholder relationships
✓Partnerships
✓Sustainable procurement
✓Major projects execution
✓Project financing + structuring
Uplift on FY25 and future consented
5
Land access secured or in consenting
Land access secured or in consenting
Under construction or consented
2TWh MCY volume repricing FY25-31
Note: All volumes are in expected or mean GWh per annum with Contact output reflecting FY25 guidance. Manawa’s acquired geothermal output has been excluded.
1
Includes one station under construction (Te Huka 3).
2
Relates to Manawa’s PPAs on the Tararua I & II, Tararua III and Mahinerangi wind farms expiring 2029, 2032 and 2036 respectively.
3
Contact also owns the Taranaki Combined Cycle (TCC) gas generation plant which is expected to close at the end of 2024 (not illustrated in this section).
4
Flexible demand contracted as at 30 June 2024 was 173MW. This included 55MW that was already in-market as at 30 June 2024 and a further 46MW of NZAS demand response that became operational soon after in July 2024.
5
Represents additional expected volume from Tauhara and Te Huka 3 over and above the output included in FY25 guidance together with remaining consented uplift available for Te Mihi Stage 2 & 3 and Tauhara 2.

39
CombinedCo contribution snapshot
FY24 revenue
1
Combined EBITDAF
2
($m) Total assets
3
Combined FY24 revenue of ~$3.3bn
Combined entity estimated to generate ~$893m
EBITDAF based on FY24 Reported plus realisation
of Manawa embedded value and synergy delivery
Significant asset base of ~$8.3bn
$8.3bn
See pages 24 and 41 for a reconciliation of Normalised EBITDAF
Note: The numbers presented in this slide do not include any adjustments required for accounting policy alignment. Accounting policy differences have not been quantified. $761k of profit and $22m of net assets relate to non-controlling
interests of subsidiaries.
1
Contact revenue based on y/e of 30 June and Manawa based on y/e of 31 March.
2
Combined EBITDAF represents the aggregation of Contact and Manawa reported EBITDAF for 30 June 2024 and 31 March 2024
respectively, adjusted for Manawa’s expected future uplift in mean annual hydro generation, Contact’s view of expected long-run wholesale electricity prices and expected cost synergy and portfolio combination benefits. Please refer to pages
24 and 41 for further detail.
3
Total assets represent the aggregation of Contact’s and Manawa’s FY24 reported total assets. A full purchase price allocation has not been performed for the above figures and does not include any potential
goodwill from the transaction or any potential fair value adjustments to assets required for a full purchase price allocation calculation.
Combined entity is expected to have a significant asset base of ~$8.3bn and combined EBITDAF of ~$893m based on
FY24 Reported plus realisation of Manawa embedded value and synergy delivery
$3.3bn
ContactManawa
14%
473m
86%
2,863m
ContactManawa
25%
2.1
75%
6.2
675
893
145
400
450
500
550
600
650
700
750
800
850
900
Reported
FY24
EBITDAF
~32
Embedded
Manawa
value
Cost
synergies
Portfolio
benefits
Combined
EBITDAF
820
Contact
Manawa
10 - 20
23 - 28

4040
Manawa’s targeted hydro asset refurbishment programme
is nearing completion
0
10
20
30
40
FY24FY25FY26FY27FY28
CompletedApproved projects
Strategic asset enhancements (Uplift, GWh)
1
Revenue protection
Increased reliability
Output enhancement
(+78GWh)
Support capture of future
firming opportunity
Programme benefits
SchemeCapacity
(MW)
Project ScopeUplift
(GWh)
1
Branch11New intake gallery10
Highbank25New turbine and generator8
Coleridge403 x new turbines, 1x new generator23
Matahina802x new turbines17
Waipori932x new generators-
Cobb362x new generators-
Arnold3Dam strengthening-
HighbankN/AConvert irrigation pumps to turbines-
Various-Refurbishments, replacements, upgrades20
Total29078
Targeted asset refurbishment: Announced major projects
All listed projects are either underway or complete
Source: Manawa 2024 Integrated Report.
1
From a 2021 baseline and assumes mean hydro.
~50GWh
remaining
Expected mean generation of 1,991GWh from FY29 includes ~50GWh remaining uplift from approved projects and
~40GWh mean reversion (relative to FY24 generation)
Complete
Partially complete
(initial uplift delivered)
Underway

41
Calculation of normalised EBITDAF contribution
FactorUnitsLowMidHighCommentary
Manawa future mean annual hydro generationGWh1,991 1,991 1,991
FY29 estimate of forecast generation in mean hydro conditions and
following the completion of asset enhancement programme
1
Future base prices and uplift$/MWh118126134
Based on Contact’s view of expected long-run wholesale electricity
prices at Otahuhu ($115 – 125/MWh, 2024 real) adjusted for profile
and flexibility from Manawa generation
Hydro revenue$m236251267
Revenue derived from above factors to calculate
embedded value uplift from future Manawa hydro earnings
Other costs net of other revenue and C&I
Margin
$m(75) (74)(73)Based on latest cost and revenue performance
2

Cost synergies $m23 2628
Synergies from amalgamation of systems and an efficiency gain in
operations through a larger scale team, combined with the removal
of duplicated corporate functions and costs
Portfolio benefits$m10 1520
Synergy benefit through complementary inflow patterns of combined
hydro assets and an ability to optimise hydro water management
across the portfolio
Normalised EBITDAF$m194 218241
Includes embedded value, cost synergies and portfolio benefits
1,2
Manawa Energy FY24 results.

42
42
Appendix C
New Zealand electricity sector overview

4343
New Zealand’s reliable, competitive and environmentally
sustainable electricity system
Spot
electricity
pool
Million consumers
1
2.3
5+
Generators
Competitive
29
Distribution
businesses
National
transmission
grid operator
1
Regulated monopolies
8
Retailers
over 50k connections
Competitive
21%
14%
32%
21%
8%
4%
13%
52%
35%
Channel
by volume
19%
24%
16%
25%
16%
% by ICP
(parent company)
Source: EMI, July 2023-Jun 2024
Major generators’ respective operating reports, July 2023-Jun 2024. Mercury's FY24 generation is
as reported on page 5 of its FY24 Integrated Report and appears to exclude a portion geothermal
output associated with joint ventures (captured under other market participants).
Source: MBIE quarterly electricity generation and consumption, Sep 22 – Mar 24.
EMI, Aug 2024.
1
Total ICP including residential, Small Medium Enterprises, C&I
Source: EA website
Indicative
sector
revenue
share
C&I
Retail
NZAS
Other

44
Contact has led the way in decarbonising the NZ electricity system through geothermal development
NZ electricity supply is highly renewable
Electricity generation carbon emissions (units of CO2e)
1
Source: MBIE quarterly electricity and liquid fuel emissions data tables
2015
Coal
2005
2010
2020
Gas
-72%
Electricity generation mix comparison 2005 and 2023
of flexible alternatives (including thermal) are required
to manage dry year risk
4
3-5TWh
60
6
19
3
10
2
Geothermal
and wind have
begun to
displace
fossil fuels
2
Source: NZX hydro, annual average controlled lake storage volumes (post-market formation) 1997 – 2023
3
MBIE Electricity Generation statistics (post-market formation) 1997 – 2023
4
Source: NZ Battery Indicative Business Case, MBIE, 2023
1
Source: MBIE quarterly electricity generation and consumption data
Calendar year
Calendar year
61%
18%
7%
9%
Hydro
Geothermal
Wind
Coal
Gas
3%
Other
2%
57%
7%
13%
19%
Hydro
Geothermal
1%
Wind
Coal
2%
Other
Gas
2023
2005
20,000
22,000
24,000
26,000
28,000
30,000
199720022007201220172022
Max
Min
24,203
1,500
2,000
2,500
3,000
3,500
199720022007201220172022
Max
Min
2,639
New Zealand has limited hydro storage and high variability
Controlled hydro lake storage volumes (GWh)
3
Annual hydro generation volumes (GWh)
2

4545
Hydrology
Short-term external factors that
can influence the marketinclude
thermal fuel price volatility and
availability risks as well as swings in
hydrology conditions.
Short-term
wholesale
electricity
prices
The market responds to changes in supply and demand by
sending price signals
Wholesale and futures electricity pricing ($/MWh)
Source: EMI wholesale pricing (OTA) - data to 30 June 2024
Long-term pricing is linked to the long-run marginal costs of new renewable projects to meet demand,
plus costs associated with firming renewable intermittency. On this basis, Contact expects the long-term
wholesale price to revert to $115-125/MWh (2024 real - OTA).
And the fundamental requirement for thermal to support a hydro dominated system supports forward electricity prices
0
50
100
150
200
250
300
350
Jun-
15
Jun-
16
Jun-
17
Jun-
18
Jun-
19
Jun-
20
Jun-
21
Jun-
22
Jun-
23
Jun-
24
10 year
average
spot price =
$114/MWh
Long-dated futures (>12 months)
Short-dated futures (<12 months)
Monthly average spot price

46
46
Appendix D
Glossary

4747
Glossary
TermDescription
ASXAustralian Stock Exchange market for electricity derivatives
C&ICommercial and Industrial Customers
CO
2
Carbon dioxide
ContactContact Energy Limited
CPIConsumer Price Index
CPSCents per share
DPSDividend per share
DRPDividend Reinvestment Plan
EBITDAF
A non-GAAP measure used to monitor performance defined as earnings before interest,
tax, depreciation and amortisation, asset impairment and write-offs, and changes in fair
value of financial instruments
EVEnterprise Value
FYFinancial year ended 30 June unless otherwise stated
GWAPGeneration Weighted Average Price
GWhGigawatt hour. One gigawatt hour is equal to 1,000 MWh or 1,000,000 kWh
ICPInstallation Control Point
IRRInternal rate of return
MCYMercury NZ Limited
MW
A megawatt (MW) is a unit of power and equal to 1,000,000 watts (W) or 1,000 kilowatts
(kW)
MWh
A megawatt hour (MWh) is the amount of electricity equivalent to a steady power of one
MW running for one hour. Megawatt hours are the metering standard unit for wholesale
spot market
TermDescription
Net debt
A non-GAAP measure used by S&P for their credit rating evaluations. Gross debt with S&P
specific adjustments less cash
NZ$New Zealand dollars
NZASNew Zealand Aluminium Smelter
NZCCNew Zealand Commerce Commission
OIONew Zealand Overseas Investment Office
Free cash flow
A non-GAAP measure used to measure Contact’s cash generating performance and shows
the cash available to distribute to shareholders, reduce debt and/or invest in growth capital
expenditure. Calculated as Contact’s GAAP operating cash flows less stay in business capital
payments, plus net proceeds from sale of assets/operations
Operating free
cash flow
Operating free cash flow is free cash flow before the addition of the net proceeds from the sale
of asset/operations
p.aPer Annum
PPA
Power Purchase Agreements, including Contracts for Difference, based on wholesale market
pricing
S&PStandard & Poor’s
SchemeA New Zealand Court approved Scheme of Arrangement governed by the SIA
SIAScheme Implementation Agreement
SIB capex
A non-GAAP measure, stay-in capital expenditure required to maintain business operations
and includes major plant inspections and replacements of existing assets
Transaction EV
Is the sum of cash and scrip consideration for the transaction, plus Manawa debt outstanding,
less unrestricted cash and plus non-controlling interests as at 31 March 2024
TWAPTime Weighted Average Price
TWhTerawatt hour. One terawatt hour is equal to 1,000 GWh
VWAPVolume Weighted Average Price
WACCWeighted Average Cost of Capital

---

104368.1 - 2032226





















SCHEME IMPLEMENTATION AGREEMENT FOR
THE ACQUISITION OF MANAWA ENERGY
LIMITED

104368.1 - 2032226
Table of Contents
1. DEFINITIONS AND INTERPRETATION ..................................................................................................... 1
2. AGREEMENT TO IMPLEMENT THE SCHEME ....................................................................................... 19
3. CONDITIONS PRECEDENT ...................................................................................................................... 20
4. SCHEME BOOKLET .................................................................................................................................... 27
5. SCHEME IMPLEMENTATION STEPS ...................................................................................................... 34
6. OTHER TRANSACTION OBLIGATIONS ................................................................................................... 41
7. COURT PROCEEDINGS ............................................................................................................................. 46
8. RECOMMENDATION AND VOTING INTENTIONS ............................................................................... 48
9. ACCESS, INFORMATION AND CONDUCT OF BUSINESS ..................................................................... 50
10. FINANCING ................................................................................................................................................ 64
11. WARRANTIES ............................................................................................................................................. 66
12. RELEASES ................................................................................................................................................... 69
13. POST IMPLEMENTATION ......................................................................................................................... 71
14. EXCLUSIVITY AND MATCHING RIGHTS ................................................................................................ 73
15. BREAK FEE AND REVERSE BREAK FEE ................................................................................................. 79
16. TERMINATION ........................................................................................................................................... 83
17. ANNOUNCEMENTS ....................................................................................................................................87
18. PAYMENTS .................................................................................................................................................. 88
19. GST ............................................................................................................................................................... 88
20. NOTICES...................................................................................................................................................... 90
21. GENERAL ..................................................................................................................................................... 91
22. GOVERNING LAW AND JURISDICTION ................................................................................................ 92
SCHEDULE ONE ...........................................................................................................................................................95
TARGET PRESCRIBED OCCURRENCES ..................................................................................................95
SCHEDULE TWO ......................................................................................................................................................... 98
BIDDER PRESCRIBED OCCURRENCES .................................................................................................. 98
SCHEDULE THREE ................................................................................................................................................... 100
TARGET WARRANTIES ........................................................................................................................... 100
SCHEDULE FOUR ....................................................................................................................................................... 105
BIDDER WARRANTIES ............................................................................................................................ 105
SCHEDULE FIVE ........................................................................................................................................................ 109
TIMETABLE ............................................................................................................................................... 109

104368.1 - 2032226
SCHEDULE SIX ........................................................................................................................................................... 110
SCHEME PLAN .......................................................................................................................................... 110
SCHEDULE SEVEN ..................................................................................................................................................... 124
DEED POLL ................................................................................................................................................ 124
SCHEDULE EIGHT ..................................................................................................................................................... 132
ESCROW AGREEMENT ............................................................................................................................ 132

104368.1 - 2032226
Pg. 1
Dated
2024


Parties
MANAWA ENERGY LIMITED a company incorporated in New Zealand (New Zealand company
number: 565426) (“Target”)
CONTACT ENERGY LIMITED a company incorporated in New Zealand (New Zealand company
number: 660760) (“Bidder”)


Introduction
A. The Target and the Bidder have agreed that the Bidder will acquire all of the Scheme Shares by means
of the Scheme.
B. The parties have agreed to implement the Scheme on the terms and subject to the conditions set out in
this Agreement.


Agreement
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context requires otherwise:
“Adverse Circumstance” has the meaning given to that term in clause 3.10(a).
“Agreed Retentions” means the employee retentions disclosed in the Target Disclosure Letter.
“Associate” has the meaning given to that term in the Takeovers Code.
“Authorisation” means any permit, licence, consent, approval, registration, accreditation,
certification or other authorisation given or issued by any Government Agency.
“Bidder’s DRP” means the Bidder’s dividend reinvestment plan governed by its offer document dated
30 March 2021.
“Bidder Data Room Index” means the index of written materials and information referred to in sub-
clause (b) of the definition of Bidder Due Diligence Material, as attached to the Bidder Disclosure
Letter.
“Bidder Disclosure Letter” means a letter agreed between the Bidder and the Target prior to the
entry into of this Agreement, together with the attachments to that letter, which:
11 September

104368.1 - 2032226
Pg. 2
(a) discloses facts, matters and circumstances that may be inconsistent with the Bidder Warranties;
and
(b) contains certain agreements between the Bidder and the Target regarding certain disclosures or
other matters.
“Bidder Due Diligence Material” means:
(a) the Bidder Disclosure Letter;
(b) the written materials and information made available on or before 1.30pm on 10 September
2024 to the Target Group and its Representatives in the electronic data room established by or
on behalf of the Bidder in relation to the Transaction, as listed in the Bidder Data Room Index,
but excluding the ‘data book’ (document 01.03.02 “Lazard – Edmonton – Contact High Level
Driver Data Book 14-08-24” in the Bidder Data Room Index); and
(c) the written answers by or on behalf of the Bidder in response to written questions by the Target
Group and its Representatives, which were asked and responded to on or before 1.30pm on 10
September through the electronic data room established by or on behalf of the Bidder in relation
to the Transaction.
“Bidder Forward Looking Information” means:
(a) any information about the future performance, future prospects, future financial condition,
future results of operations, or future results of the strategy and plans of the Bidder Group; and
(b) any other information about the future, including any budget, forecast, outlook about the future,
scenario about the future, projection, prediction, estimate, opinion or other forward-looking
statement.
“Bidder Fundamental Warranties” means the Bidder Warranties set out in clauses 1 to 6 and
clauses 12, 13, 14, 15(c) and 15(d) of Schedule Four.
“Bidder Group” means the Bidder and its Subsidiaries (but excluding members of the Target Group).
“Bidder Indemnified Persons” means each member of the Bidder Group and each of their
respective directors, officers, employees and other Representatives.
“Bidder Information” means all information provided by the Bidder to the Target for inclusion in
the Scheme Booklet including:
(a) any information concerning the Bidder, its Related Companies, financing, risks, business,
Bidder Forward Looking Information, dealings in Shares and the New Bidder Shares;
(b) any information regarding the Merged Group (including pro forma capital structure, pro forma
financial information), other than any information regarding the Target Group provided by the
Target; and
(c) information relating to the Scrip Consideration.
“Bidder Initial Announcement” means an announcement to be released by the Bidder about the
entry into of this Agreement in the form agreed by the parties in writing.

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“Bidder Material Adverse Change” means any event or circumstance that occurs (or a series of
events or circumstances that occur) on or after the date of this Agreement (each a “Bidder Specified
Event”), together with any other Bidder Specified Event which occurs on or after the date of this
Agreement, which reduces or is reasonably likely to reduce the value of the consolidated net tangible
assets of the Bidder Group by more than $500 million compared to what it would have reasonably been
expected to have been but for the Bidder Specified Event or Bidder Specified Events, determined after
excluding:
(a) the effect of the payment of any Bidder Permitted Dividend;
(b) unrealised gains or losses under foreign exchange, interest rate, electricity or other derivative
contracts;
(c) the impact of revaluing any asset of the Bidder Group or its business as may be required by law
or generally accepted accounting principles;
(d) matters, events or circumstances:
(i) done or not done at the written request or with the written approval of the Target, or
resulting from compliance with the terms of, or the taking or omission of any action
expressly required by, this Agreement, and any reasonably foreseeable consequences
arising as a result of the relevant action or omission;
(ii) to the extent fairly disclosed:
(A) to the Target in the Bidder Due Diligence Material;
(B) by the Bidder through the NZX market announcement platform in the 12 month
period ending two Business Days before the date of this Agreement;
(iii) resulting from legal or regulatory requirements generally affecting the electricity
generation industry or the electricity retail industry; and
(iv) resulting from any change:
(A) to generally accepted accounting principles or the interpretation or enforcement
of them by a court of competent jurisdiction or relevant Government Agency;
(B) to the accounting policies of any member of the Bidder Group that is required by
law;
(C) in general economic conditions (including changes in foreign exchange rates,
interest rates or commodity prices) or general political conditions; or
(D) in securities, equity, credit, financial or other capital markets conditions,
provided that, in relation to the exclusions in sub-clauses (d)(iii) and (iv) above, the effects of
such matter, event or circumstance are not materially disproportionately adverse to the Bidder
Group as compared to the effects of such matter, event or circumstance on entities in the
industry in which the relevant member of the Bidder Group operates.
“Bidder Permitted Dividend” has the meaning given to that term in clause 6.4(a).

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Pg. 4
“Bidder Prescribed Occurrence” means the occurrence of any of the events listed in Schedule Two
other than an event agreed to by the Target in writing.
“Bidder Share” means a fully paid ordinary share in the capital of the Bidder.
“Bidder Share Schemes” means:
(a) Bidder’s “Equity Scheme” (comprising performance share rights and deferred share rights);
(b) Bidder’s “Contact Share” employee share ownership plan; and
(c) any other new share-based compensation schemes for directors and/or employees adopted from
time to time in accordance with NZX Listing Rule 4.6.
“Bidder Warranties” means the warranties set out in Schedule Four.
“Board” means the board of Directors of the Target and, as applicable, includes any committee of the
Board that has been delegated the powers of the Board in respect of certain matters.
“Break Fee” means $18,621,894 million (including GST, if any).
“Break Fee Arrangements” has the meaning given to that term in clause 15.8(a).
“Business” means the business carried on by the Target Group as at the date of this Agreement.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are
open for general banking business in Auckland and Wellington, New Zealand and excluding any day
between 24 December 2024 and 10 January 2025 (both dates inclusive).
“Cash Consideration” means, in respect of each Scheme Share held by a Scheme Shareholder, $1.16
less the amount per Scheme Share of any Target Permitted Dividend (for the avoidance of doubt, such
amount being calculated prior to the deduction of any withholding tax from the dividend).
“Change of Control Consent or Notification” has the meaning given to that term in clause
9.10(a).
“Cleansing Notice” has the meaning given to that term in clause 5.2(c).
“Commerce Act” means the Commerce Act 1986.
“Communication and Information Sharing Protocols” means the Communication and
Information Sharing Protocol signed by the Bidder and the Target dated 21 March 2024 and the Second
Communication and Information Sharing Protocol signed by the Bidder and the Target dated 8 August
2024.
“Companies Act” means the Companies Act 1993.
“Competing Proposal” means any proposed:
(a) full or partial takeover under the Takeovers Code in respect of the Target;
(b) scheme of arrangement for the acquisition of all or a majority of the Shares;
(c) transfer or issue of equity securities of the Target to a Third Party where Shareholder approval is
required under the Takeovers Code;

104368.1 - 2032226
Pg. 5
(d) sale of assets of any Target Group member or equity securities of any Target Group member
other than the Target, where such sale constitutes a material part of the Business (excluding any
sale, disposal of assets or winding up in relation to any business, division, subsidiary or other
interest of the Target Group that, individually or collectively, contributes less than 20% of the
consolidated EBITDAF of the Target Group or which represents less than 20% of the total
consolidated gross assets of the Target Group); or
(e) transfer or issue of equity securities, strategic alliance, joint venture, partnership, economic or
synthetic merger or combination or other transaction or arrangement which, if completed,
would result in a Third Party directly or indirectly:
(i) having beneficial ownership or voting control over more than 20% of the Shares; or
(ii) obtaining control of or economic ownership of assets of any Target Group member or
equity securities of any Target Group member other than the Target, where such sale
constitutes a material part of the Business (excluding any sale, disposal of assets or
winding up in relation to any business, division, subsidiary or other interest of the Target
Group that, individually or collectively, contributes less than 20% of the consolidated
EBITDAF of the Target Group or which represents less than 20% of the total
consolidated gross assets of the Target Group),
or any other proposed transaction (however structured) the implementation of which would require the
Target to abandon or fail to proceed with the Transaction, and for the purposes of this definition of
Competing Proposal:
(f) any such proposal may be indicative, conditional or otherwise non-binding;
(g) without limiting clause 9.4(f)(vii), the entry into of electricity supply arrangements or electricity
hedging arrangements, in each case, in the ordinary course of business will not be the sale,
transfer or disposal of control or economic ownership of assets of, or any part of the Business of,
the Target Group;
(h) sub-clauses (c) to (e) above include any agreement (within the meaning of section 6 of the
FMCA) whereby such a transaction is implemented through a series of linked or related
transactions which if conducted as a single transaction would constitute a Competing Proposal
within the meaning of sub-clauses (c) to (e); and
(i) Third Party means a Third Party together with its Associates.
“Computershare” means Computershare Investor Services Limited.
“Conditions” mean the conditions precedent set out in the first column of the table in clause 3.1.
“Confidentiality Agreement” means the confidentiality agreement entered into between the Bidder
and the Target dated 21 March 2024, as amended on 7 August 2024.
“Consideration” means, for each Scheme Share held by a Scheme Shareholder:
(a) the Cash Consideration; and
(b) the Scrip Consideration.

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“Control” means, in relation to a person (the “Relevant Person”) and one or more other persons,
where those one or more persons, directly or indirectly, whether by the legal or beneficial ownership of
shares, securities or other equity, the possession of voting power, by contract, trust, or otherwise:
(a) has the power to appoint or remove the majority of the members of the governing body of the
Relevant Person;
(b) controls, or has the power to control, the affairs or policies of the Relevant Person; or
(c) is in a position to derive more than 50% of the benefit of the existence or activities of the
Relevant Person.
“Cost Recovery Provisions” means clauses 7.4(b)(ii) (Appeal Costs), 9.12 (Electricity Industry Act
costs), and 10.2(b) (Financing Assistance Costs).
“Counter Proposal” has the meaning given to that term in clause 14.6(b).
“Court” means the High Court of New Zealand, Auckland Registry.
“Court Guidance” has the meaning given to that term in clause 7.3(a).
“D&O Run-off Policy” has the meaning given to that term in clause 13.1(a).
“Decision” has the meaning given to that term in clause 7.4.
“Deed Poll” means the deed poll which (as applicable) is to be entered into, or has been entered into,
by the Bidder in favour of the Scheme Shareholders in the form set out in Schedule Seven (or in the
form otherwise agreed in writing by the parties).
“Director” means a director of the Target, from time to time.
“Director Recommendation” has the meaning given to that term in clause 8.1(a).
“Duty” means any stamp, transaction or registration duty or similar charge imposed by any
Government Agency and any penalty, fine, interest or additional charge payable in relation to any such
duty or charge.
“EBITDAF” means earnings before interest, tax, depreciation, amortisation, fair value movements of
financial instruments, impairments of property, plant and equipment and gain/loss on sale of assets,
calculated in accordance with the usual practice of the Target as at the date of this Agreement, in
respect of the EBITDAF of the Target Group, or the Bidder as at the date of this Agreement, in respect
of the EBITDAF of the Bidder Group.
“Effective” means, when used in relation to the Scheme, the coming into effect under section 236(3) of
the Companies Act of the order of the Court made under section 236(1) of the Companies Act in
relation to the Scheme and all of the Conditions (and any other conditions in the Scheme Plan) having
been satisfied or, if capable of waiver, waived in accordance with this Agreement and the Scheme.
“Encumbrance” means any security interest (within the meaning of section 17(1)(a) of the Personal
Property Securities Act 1999) and any option, right to acquire, right of pre-emption, assignment by way
of security, trust arrangement for the purpose of providing security, retention arrangement or other
security interest of any kind, and any agreement to create any of the foregoing.

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“End Date” means:
(a) the date that is nine months following the date of this Agreement, subject to extension under
clause 3.9(a), 3.9(b) or 7.4; or
(b) any other date agreed in writing by the parties.
“Escrow Agreement” means the escrow agreement to be entered into between the Target, the Bidder
and Computershare in the form set out in Schedule Eight or in such other form as the parties agree in
writing.
“Escrow Payment Date” means 5.00pm on the Business Day before the Implementation Date.
“Exchange Ratio” means:
(a) subject to sub-paragraph (b) below, 0.5719; or
(b) if the record date for any Bidder Permitted Dividend is on or after the date of this Agreement but
prior to implementation of the Scheme, the amount determined by the following formula
(rounded to four decimal places):
A =
B
(
C-D
)

where:
A = the Exchange Ratio;
B =$ 4.79;
C = $8.3755; and
D = the amount per Bidder Share of any Bidder Permitted Dividend(s) (for the avoidance of
doubt, such amount being calculated prior to the deduction of any withholding tax from the
dividend).
“Excluded Matter” means:
(a) a Competing Proposal;
(b) the actual or purported termination of this Agreement; or
(c) any claim under, or disagreement or dispute between the parties in respect of, this Agreement,
any other Transaction Document, or the Transaction.
“Exclusivity Period” means the period starting on the date of this Agreement and ending on the first
to occur of:
(a) the end of the Exclusivity Period under clause 14.9(d);
(b) the termination of this Agreement;
(c) if the Bidder formally purports to terminate this Agreement, the date of such purported
termination (whether or not that purported termination is ultimately agreed, or determined, to
be legally effective);

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(d) the Implementation Date; and
(e) the End Date.
“Final Orders” means orders of the Court, on application of the Target, that the Scheme be binding
on the Target, the Bidder, Scheme Shareholders and such other persons or class of persons as the Court
may specify, in accordance with section 236(1) (and section 237, if applicable) of the Companies Act.
“Final Orders Date” means the day on which the Final Orders are granted by the Court.
“FMCA” means the Financial Markets Conduct Act 2013.
“FMCR” means the Financial Markets Conduct Regulations 2014.
“Forward Looking Information” means:
(a) in relation to the Bidder, the Bidder Forward Looking Information; and
(b) in relation to the Target, the Target Forward Looking Information.
“Funding Arrangements” has the meaning given to that term in clause 10.3(b).
“Government Agency” means, in respect of New Zealand or any other jurisdiction, any:
(a) court of competent jurisdiction;
(b) government or any department, officer, ministry or minister of any government; and
(c) governmental, semi-governmental, regulatory, administrative, fiscal, judicial or quasi-judicial
agency, authority, board, commission, supervisor, tribunal or entity.
“GST” means goods and services tax charged or levied under the GST Act, and includes any GST
Default Amounts.
“GST Act” means the Goods and Services Tax Act 1985.
“GST Default Amounts” means any penalties, additional tax or interest payable in respect of goods
and services tax.
“GST Exclusive Consideration” has the meaning given to that term in clause 19.2.
“IAR Information” has the meaning given to that term in clause 5.6.
“Implementation Date” means the day on which the Scheme is to be implemented, being two
Business Days after the Record Date, or such other date as may be agreed between the parties in
writing.
“Independent Adviser” means the person appointed by the Target and approved by the Takeovers
Panel as the independent adviser to prepare the Independent Adviser’s Report.
“Independent Adviser’s Report” means the report prepared by the Independent Adviser in relation
to the Scheme, as amended or updated from time to time and including any supplementary or
replacement report, stating the Independent Adviser’s opinion on the merits of the Transaction.

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“Ineligible Overseas Shareholder” means a Scheme Shareholder whose address, as shown on the
Register as at the Record Date, is in a place outside of, or who otherwise is ordinarily resident at the
relevant time outside of, or who is holding Scheme Shares on behalf of another person who resides
outside of:
(a) Australia;
(b) New Zealand; and
(c) any other jurisdiction as may be agreed in writing by the Bidder and the Target (each acting
reasonably),
provided that a Scheme Shareholder holding Scheme Shares on behalf of another person is only an
Ineligible Overseas Shareholder in respect of Scheme Shares held for persons outside of Australia, New
Zealand and any other jurisdiction as may be agreed in writing by the Bidder and the Target (each
acting reasonably).
“Initial Orders” means orders by the Court, on application by the Target, for the purposes of section
236(2) of the Companies Act in respect of the Scheme Meeting and other matters relating to the
implementation of the Scheme.
“Insolvency Event” means, in relation to a person, the occurrence of any of the following:
(a) the person ceases or threatens to cease to carry on all or substantially all of its business or
operations;
(b) an application or an order is made, or a resolution is passed, for the person’s dissolution;
(c) the person is or becomes unable to pay its debts when due (as defined in, and in accordance with
section 287 of, the Companies Act), or enters into dealings with any of its creditors with a view
to avoiding or in expectation of insolvency, or makes a general assignment or an arrangement or
composition with or for the benefit of any of its creditors, or stops or threatens to stop payments
generally;
(d) the person goes into receivership or has a receiver, receiver and manager, official manager,
trustee or other similar officer appointed in respect of a substantial portion of its property;
(e) the person enters into a scheme of arrangement (other than the Scheme) or composition with,
or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation,
moratorium or other administration involving any of them;
(f) any resolution is passed, or any proceeding is commenced, for the liquidation or dissolution of
that person; and
(g) anything analogous to anything referred to in the above sub-clauses, or which has substantially
similar effect, occurs with respect to it, including under any applicable foreign law.
“Letter of Intention” means a letter from the Takeovers Panel stating that it:
(a) intends to provide a No-objection Statement; and
(b) does not intend to appear at the Court in respect of the application for Initial Orders.

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“Loss” means all losses, damages, costs, expenses, charges and other liabilities provided however that
the parties will not be liable for any indirect loss, economic loss, loss of opportunity or loss of profit
whatsoever and however arising, including:
(a) consequential loss or damage; or
(b) loss of use, production, revenue, income, profits, business and savings or business interruption
(whether or not the indirect loss or damage was foreseeable).
“Matching Period” has the meaning given to that term in clause 14.6(a)(vi).
“Merged Group” means the combination of the Bidder Group and the Target Group, as comprised by
the Bidder and its Subsidiaries (including the Target Group) upon the implementation of the Scheme.
“MUFG” means MUFG Pension & Market Services.
“New Bidder Shares” means a new Bidder Share to be issued under the Scheme.
“No-objection Statement” means a written statement under section 236A(2)(b)(ii) of the
Companies Act stating that the Takeovers Panel has no objection to the Court granting the Final
Orders.
“NZCC” means the New Zealand Commerce Commission.
“NZCC Application” means the Bidder’s application under the Commerce Act for clearance or
authorisation to implement the Scheme.
“NZCC Condition” means the Condition set out in clause 3.1(a).
“NZ RegCo” means NZX Regulation Limited.
“NZX” means NZX Limited and, where the context requires, the main board financial market that it
operates.
“Pandemic” means a widespread occurrence of an infectious disease or health incident that is
declared by the World Health Organization as a pandemic.
“Payment Obligations” has the meaning given to that term in clause 10.3(a).
“Permitted Encumbrances” means in respect of the Target Group’s assets, but not the Scheme
Shares:
(a) a reservation of ownership or other purchase money security interest entered into to secure the
unpaid balance of purchase money for property supplied to a member of the Target Group in the
ordinary course of business;
(b) a right of set-off or combination arising by operation of law or practice over money deposited
with a bank or financial institution in the ordinary course of business;
(c) a security interest arising by operation of law provided that the debt it secures is paid when due
or contested in good faith by appropriate proceedings; and
(d) a security interest arising under section 17(1)(b) of the Personal Property Securities Act 1999
that does not secure payment or performance of an obligation.

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“Record Date” means 5.00pm on the date which is four Business Days after Final Orders Date or such
other date agreed between the parties in writing.
“Reference Rate” means, in relation to interest payable on any payment due under this Agreement,
the mid or “FRA” rate for 90 day bank accepted bills (expressed as a percentage) as quoted on the
Reserve Bank of New Zealand website (or any successor page) at or about 10.45am on the first Business
Day of the period in respect of which such rate of interest is to be calculated, and thereafter on each
succeeding Business Day of the period.
“Register” means the register of Shares maintained by Computershare on behalf of the Target.
“Registrar” has the meaning given to that term in the Companies Act.
“Related Company”:
(a) in respect of the Bidder, has the meaning given to that term in section 2(3) of the Companies
Act, read as if a reference to a company was a reference to a body corporate wherever
incorporated; and
(b) in respect of the Target, means each member of the Target Group.
“Related Party” has the meaning given in the NZX Listing Rules.
“Relevant Competing Proposal” has the meaning given in clause 14.11(c).
“Relevant Interest” has the meaning given in section 235(1) of the FMCA.
“Representative” in relation to a person means any director, officer or employee or agent of, and any
accountant, auditor, financier, financial adviser, legal adviser, technical adviser or other expert adviser
or consultant to, that person or any Related Company of that person.
“Responsible Party” has the meaning given to that term in clause 3.3(a).
“Reverse Break Fee” means $18,621,894 million including GST, if any.
“Sale Agent” has the meaning given to that term in the Scheme Plan.
“Scheme” means a scheme of arrangement under Part 15 of the Companies Act under which:
(a) all of the Scheme Shares held by Scheme Shareholders will be transferred to the Bidder; and
(b) the Scheme Shareholders will receive the Consideration,
in the form of the Scheme Plan.
“Scheme Booklet” means the booklet which, as applicable:
(a) is to be prepared, or has been prepared, in accordance with this Agreement in connection with
the Scheme Meeting and Scheme Resolution (including the notice of meeting, explanatory
materials and disclosures and proxy form);
(b) is to be, or has been, approved by the Court under the Initial Orders; and
(c) is to be, or has been, sent to Shareholders in advance of the Scheme Meeting,

104368.1 - 2032226
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and includes, where applicable, any supplement, addendum or other update or change to that booklet
after it has been sent to Shareholders.
“Scheme Meeting” means the meeting of Shareholders which, as applicable, is to be, or has been,
ordered by the Court to be convened pursuant to the Initial Orders in respect of the Scheme and
includes any adjournment or rescheduling of that meeting.
“Scheme Plan” means the scheme plan in the form set out in Schedule Six (or in any other form the
parties agree in writing) which, as applicable, is to be, or has been, approved by the Court under section
236(1) of the Companies Act by way of the Final Orders.
“Scheme Resolution” means the resolution to be put to Shareholders at the Scheme Meeting to
approve the Scheme.
“Scheme Shareholder” means a person who is registered in the Register as the holder of one or
more Scheme Shares as at the Record Date.
“Scheme Shares” means all of the Shares on issue at 5.00pm on the Record Date, and “Scheme
Share” means any such Share.
“Schemes Guidance Note” means the guidance note issued by the Takeovers Panel regarding
schemes of arrangement, published on 31 July 2024 (as may be amended, modified, revised or replaced
from time to time), as available on the Takeovers Panel website.
“Scrip Consideration” means, for each Scheme Share held by a Scheme Shareholder, the Exchange
Ratio of New Bidder Shares for each Scheme Share (with any fractional entitlements rounded to the
nearest whole number).
“Second Court Date” means:
(a) if no hearing is held in respect of the Final Orders, the day on which the Final Orders are
granted by the Court; and
(b) if there is a hearing in respect of the Final Orders, the first date of such hearing, provided that if
such hearing is adjourned, it means the first date on which the adjourned application is heard.
“Share” means a fully paid ordinary share in the capital of the Target.
“Share Issue Approvals” has the meaning given to that term in clause 12 of Schedule Four.
“Shareholder” means a person who is registered in the Register as the holder of one or more Shares
from time to time.
“Subsidiary” has the meaning given to that term in section 5 of the Companies Act, read as if the
reference to “company” in that section includes any body corporate or entity, wherever incorporated.
“Superior Proposal” means a written bona fide Competing Proposal for all of the Shares (other than
Shares held or controlled by (i) the person making the Competing Proposal and (ii) Associates of that
person) or all or substantially all of the Target Group’s assets received by the Target after the date of
this Agreement that:

104368.1 - 2032226
Pg. 13
(a) does not result from a breach by the Target of any of its obligations under clause 14, or from any
act by a member of the Target Group or its Representatives which, if done by the Target, would
constitute a breach of clause 14 by the Target; and
(b) the Board determines, acting in good faith and after having received written advice from its
external financial and legal advisers:
(i) is reasonably capable of being valued and implemented, taking into account all aspects of
the Competing Proposal, including its conditions precedent (including, for clarity, the
likelihood of satisfying those conditions), timing considerations, the identity and
financial capacity of the proponent and any other matters affecting the probability of the
Competing Proposal being completed in accordance with its terms;
(ii) would, if completed substantially in accordance with its terms, result in a transaction
that would be more favourable to Shareholders (as a whole) than the Scheme (if
applicable, as amended or varied under any Counter Proposal provided under clause
14.6(b)), taking into account all the terms and conditions of the Competing Proposal
(including consideration, form of consideration, conditionality, funding, certainty and
timing) and the Scheme and any other matters affecting the probability of the Competing
Proposal being completed in accordance with its terms; and
(iii) in clauses 6.1(a), 8.1(a) and 8.2(b), means a Competing Proposal in respect of which the
Board has made the determination contemplated by clause 14.6(a)(iv) and, if applicable,
14.6(a)(vii)(B).
“Surviving Clauses” means the Cost Recovery Provisions and clause 1 (Definitions and
interpretation), clause 11 (Warranties), clause 12 (Releases), clause 15 (Break Fee and Reverse Break
Fee), clause 16.16 (Effect of termination), clause 17 (Announcements), clause 19 (GST), clause 20
(Notices), clause 21 (General) (other than clause 21.8 (Further assurances)), and clause 22 (Governing
law and dispute resolution).
“Takeovers Code” means the takeovers code set out in the schedule to the Takeovers Regulations
2000 (SR2000/210), as amended by any applicable exemption granted by the Takeovers Panel under
the Takeovers Act 1993.
“Takeovers Panel” means the Takeovers Panel as constituted under the Takeovers Act 1993.
“Target Data Room Index” means the index of written materials and information referred to in sub-
clause (b) of the definition of Target Due Diligence Material, as attached to the Target Disclosure
Letter.
“Target Disclosure Letter” means a letter agreed between the Target and the Bidder prior to the
entry into of this Agreement, together with the attachments to that letter, which:
(a) discloses facts, matters and circumstances that may be inconsistent with the Target Warranties;
and
(b) contains certain agreements between the Target and the Bidder regarding certain disclosures or
other matters.

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“Target Due Diligence Material” means:
(a) the Target Disclosure Letter;
(b) the written materials and information made available on or before 1.30pm on 10 September
2024 to the Bidder Group and its Representatives in the electronic data room established by or
on behalf of the Target in relation to the Transaction, as listed in the Target Data Room Index;
and
(c) the written answers by or on behalf of the Target in response to written questions by the Bidder
Group and its Representatives, which were asked and responded to on or before 1.30pm on 10
September 2024 through the electronic data room established by or on behalf of the Target in
relation to the Transaction.
“Target Forward Looking Information” means:
(a) any information about the future performance, future prospects, future financial condition,
future results of operations, or future results of the strategy and plans of the Target Group; and
(b) any other information about the future, including any budget, forecast, outlook about the future,
scenario about the future, projection, prediction, estimate, opinion or other forward-looking
statement.
“Target Fundamental Warranties” means the Target Warranties set out in clauses 1 to 6 of
Schedule Three.
“Target Material Adverse Change” means any event or circumstance that occurs (or a series of
events or circumstances that occur) on or after the date of this Agreement (each a “Target Specified
Event”), together with any other Target Specified Event which occurs on after the date of this
Agreement, which reduces or is reasonably likely to reduce:
(a) the value of the consolidated net tangible assets of the Target Group by more than $150 million
compared to what it would have reasonably been expected to have been but for the Target
Specified Event or Target Specified Events; or
(b) the consolidated EBITDAF of the Target Group for the financial year ending 31 March 2025 to
less than $62.5 million,
determined after disregarding transaction costs incurred by the Target Group in connection with the
Transaction to the extent such costs, in aggregate, do not exceed the total estimated amount of those
costs set out in the Target Disclosure Letter and excluding:
(c) the effect of the payment of any Target Permitted Dividend;
(d) unrealised gains or losses under foreign exchange, interest rate, electricity or other derivative
contracts;
(e) the impact of revaluing any asset of the Target Group or the Business as may be required by law
or generally accepted accounting principles;
(f) matters, events or circumstances:

104368.1 - 2032226
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(i) done or not done at the written request or with the written approval of the Bidder, or
resulting from compliance with the terms of, or the taking or omission of any action
expressly required by, this Agreement, and any reasonably foreseeable consequences
arising as a result of the relevant action or omission;
(ii) to the extent fairly disclosed:
(A) to the Bidder in the Target Due Diligence Material (other than relating to the
actual or anticipated change of control of the Target contemplated by this
Agreement);
(B) by the Target through the NZX market announcement platform in the 12 month
period ending two Business Days before the date of this Agreement;
(iii) resulting from legal or regulatory requirements generally affecting the electricity
generation industry; and
(iv) resulting from any change:
(A) to generally accepted accounting principles or the interpretation or enforcement
of them by a court of competent jurisdiction or relevant Government Agency;
(B) to the accounting policies of any member of the Target Group that is required by
law;
(C) in general economic conditions (including changes in foreign exchange rates,
interest rates or commodity prices) or general political conditions; or
(D) in securities, equity, credit, financial or other capital markets conditions,
provided that, in relation to the exclusions in sub-clauses (f)(iii) and (iv) above, the effects of
such matter, event or circumstance are not materially disproportionately adverse to the Target
Group as compared to the effects of such matter, event or circumstance on entities in the
industry in which the relevant member of the Target Group operates.
“Target Certificate” has the meaning given to that term in clause 5.4(a).
“Target Group” means the Target and its Subsidiaries.
“Target Indemnified Persons” means each member of the Target Group and each of their
respective directors, officers, employees and other Representatives.
“Target Information” means all information included in the Scheme Booklet other than the Bidder
Information and the Independent Adviser’s Report.
“Target Initial Announcement” means an announcement to be released by the Target about the
entry into of this Agreement in the form agreed by the parties in writing.
“Target Permitted Dividend” has the meaning given to that term in clause 6.3(a).
“Target Prescribed Occurrence” means the occurrence of any of the events listed in Schedule One
other than an event agreed to by the Bidder in writing.

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“Target Warranties” means the warranties set out in Schedule Three.
“Tax” means a tax, levy, charge, impost, fee, deduction, withholding, Duty or rates or other statutory
government or local government impositions of any nature, whether imposed in New Zealand or
elsewhere, including income tax, ancillary tax, withholding tax, approved issuer levy, fringe benefit tax,
customs and excise Duty, gift Duty, regional or local taxes, municipal taxes, accident compensation
levies, KiwiSaver employer contributions, stamp and transaction Duty or GST, value added tax or
consumption tax, which is imposed or collected by a Government Agency and any interest, fine,
penalty, charge, fee or other amount imposed on the non, late or underpayment of any such taxes.
“Tax Claim” has the meaning given to that term in clause 9.14.
“Third Party” means a person other than a member of the Bidder Group.
“Timetable” means the timetable set out in Schedule Five, or such other timetable as the Target and
the Bidder agree in writing, subject to any amendments made in accordance with, or changes or delays
expressly permitted by, this Agreement (and, as applicable, the Timetable includes the Final Orders
Date, the Record Date and the Implementation Date).
“Trading Halt Date” means the date which is two Business Days after the Final Orders Date or such
other date as the Target and the Bidder agree in writing.
“Transaction” means the acquisition by the Bidder of all the Scheme Shares through implementation
of the Scheme in accordance with the terms of this Agreement.
“Transaction Documents” means each of the following:
(a) this Agreement;
(b) the Deed Poll;
(c) the Escrow Agreement;
(d) the arrangements between the Bidder and the Sale Agent;
(e) the Initial Orders granted by the Court;
(f) the Final Orders granted by the Court; and
(g) the Scheme Plan approved by the Court.
“Treasury Policy” means the Target’s treasury policy as set out in document 04.05.02 of the Target
Data Room Index.
1.2 Interpretation: In this Agreement, unless the context otherwise requires, or specifically stated
otherwise:
(a) any reference, express or implied, to any legislation in any jurisdiction includes:
(i) that legislation as amended, extended or applied by or under any other legislation made
before or after execution of this Agreement;
(ii) any legislation which that legislation re-enacts with or without modification; and

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(iii) any subordinate legislation made before or after execution of this Agreement under that
legislation, including (where applicable) that legislation as amended, extended or applied
as described in clause 1.2(a)(i), or under any legislation which it re-enacts as described in
clause 1.2(a)(ii);
(b) a reference to the NZX Listing Rules includes any variation, consolidation or replacement of
those rules and is to be taken to be subject to any waiver or exemption granted to the
compliance of those rules by a party;
(c) references to persons or entities include natural persons, bodies corporate, partnerships, trusts
and unincorporated associations of persons;
(d) references to an individual or a natural person include his estate and personal representatives;
(e) a reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure of
or to this Agreement (and the schedules and annexes form part of this Agreement);
(f) subject to clause 21.2, references to a party to this Agreement include the successors or assigns
(immediate or otherwise) of that party;
(g) a reference to any instrument or document includes any variation or replacement of it;
(h) unless otherwise indicated, a reference to any time is, a reference to that time in New Zealand;
(i) unless otherwise stated, a reference to $, or dollars is to New Zealand currency;
(j) singular words include the plural and vice versa;
(k) a word of any gender includes the corresponding words of any other gender;
(l) if a word or phrase is defined, other grammatical forms of that word have a corresponding
meaning;
(m) general words must not be given a restrictive meaning just because they are followed by
particular examples intended to be embraced by the general words;
(n) a reference to “law” includes statutes, regulations, and the binding order or direction of any
Government Agency of competent jurisdiction; and
(o) the headings do not affect interpretation.
1.3 Target’s knowledge:
(a) Where any Target Warranty is qualified by the expression “so far as the Target is aware” or any
similar expression or with a similar qualification as to the Target’s awareness or knowledge, and
in respect of the reference to the Target’s awareness in clause 5.4, the Target’s awareness or
knowledge, is limited to, and deemed to include, only those facts, matters or circumstances of
which any of Clayton Delmarter, Todd Mead, Matthew James, Phil Wiltshire, Karl Wansbone
and Richard Spearman (“Knowledge Group Members”) is (A) actually aware or (B) would
have been aware had the relevant individual made such enquiries, as were reasonable in the
circumstances, of: the other Knowledge Group Members; Jim Pearson, Deborah Sinclair and

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Shane Adams; and of the internal information of the Target Group which is reasonably
available to the relevant individual (having regard to applicable confidentiality restrictions):
(i) in respect of any relevant Target Warranty, as at the date of this Agreement; and
(ii) in respect of a Target Certificate, as at the date the certificate is given.
(b) Other than as contemplated by clause 1.3(a), the knowledge, belief or awareness of any person
will not be imputed to the Target.
(c) For the avoidance of doubt, and without limiting clauses 5.4(c)(ii) and 12.1, none of the
individuals referred to in clause 1.3(a) has any personal liability in respect of the Target
Warranties or any Target Certificate.
1.4 Business Days: Unless otherwise indicated, if the day on or by which any act, matter or thing is to be
done is a day other than a Business Day, that act, matter or thing must be done on or by the next
Business Day.
1.5 Contra proferentem excluded: No term or condition of this Agreement or any document
contemplated by this Agreement will be construed adversely to a party solely on the ground that the
party was responsible for the preparation of this Agreement or a provision of it.
1.6 Independent Adviser’s conclusion: For the avoidance of doubt, for the purposes of this
Agreement:
(a) the Independent Adviser’s Report will not be treated as having concluded that the Consideration
is within or above the Independent Adviser’s valuation range for the Shares; and
(b) the Independent Adviser’s Report will be treated as having concluded that the Consideration is
below the Independent Adviser’s valuation range for the Shares,
if, after the finalisation of the initial Independent Adviser’s Report but prior to the date of the Scheme
Meeting, the Independent Adviser issues an updated, replacement or supplementary report containing
a revised valuation range for the Shares and the Consideration is below the revised valuation range
(and, for clarity, such update, replacement or supplementary report, or any subsequent update,
replacement or supplementary report, is not superseded by a further update, replacement or
supplementary report prior to the date of the Scheme Meeting containing a revised valuation range for
the Shares and the Consideration is within or above the revised valuation range for the Shares).
1.7 Consents: If under this Agreement the doing of any act, matter or thing is subject to the consent or
approval of a party, then unless expressly specified otherwise in this Agreement, that consent or
approval may be given (on a conditional or unconditional basis) or withheld in the party’s absolute
discretion.
1.8 Fair disclosure:
(a) A reference to information or a matter or circumstance being “fairly disclosed” to the Bidder
means disclosure in writing in a manner such that the information, matter or circumstance
would reasonably be expected to come to the knowledge of a diligent and reasonable purchaser,
or any of its Representatives, in the ordinary course of carrying out a due diligence exercise in
respect of the Target Group and the Business, in sufficient detail such that a purchaser with

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experience in transactions of the nature of the Transaction and with businesses of the nature of
the Business can reasonably be expected to understand the relevance and importance of the
information, matter or circumstance.
(b) A reference to information or a matter or circumstance being “fairly disclosed” to the Target
means disclosure in writing:
(i) in a manner such that the information, matter or circumstance would reasonably be
expected to come to the knowledge of a diligent and reasonable person, or any of its
Representatives; and
(ii) in sufficient detail such that a person with experience with businesses of the nature of the
Business can reasonably be expected to understand the relevance and importance of the
information, matter or circumstance.
2. AGREEMENT TO IMPLEMENT THE SCHEME
2.1 Target to propose Scheme: The Target must propose and, subject to the Scheme becoming
Effective, implement the Scheme on the terms set out in this Agreement.
2.2 Bidder to assist: The Bidder must co-operate with the Target and assist the Target to propose and
implement the Scheme on the terms set out in this Agreement.
2.3 Bidder to provide Consideration: In consideration for, and simultaneously with, the transfer to
the Bidder of each Scheme Share held by each Scheme Shareholder under the terms of the Scheme, the
Bidder undertakes in favour of the Target, in its own right and on behalf of each Scheme Shareholder,
to provide, or procure the provision of, the Consideration to each Scheme Shareholder in respect of
each Scheme Share held by that Scheme Shareholder in accordance with this Agreement, the Scheme
and the Deed Poll.
2.4 General implementation obligations: Each party must do everything reasonably necessary,
including by procuring that its Representatives work in good faith and in a timely and co-operative
manner with the other party and its Representatives, to implement the Scheme in accordance with this
Agreement and all laws applicable to the Scheme.
2.5 Timetable:
(a) Subject to clauses 2.5(b) and 2.5(d), the parties must use their reasonable endeavours to
propose and implement the Transaction in accordance with the Timetable, as soon as
reasonably practicable, and before the End Date.
(b) Failure by a party to meet any timeframe or deadline set out in the Timetable will not constitute
a breach of clause 2.5(a) to the extent that such failure is due to circumstances outside that
party’s control and such party otherwise has used reasonable endeavours to meet the Timetable.
(c) Each party must keep the other reasonably informed about its progress towards implementation
of the Transaction in accordance with the Timetable and promptly notify the other if it believes
that any of the dates in the Timetable are not achievable.
(d) To the extent that any of the dates or timeframes set out in the Timetable become unachievable,
the parties will consult in good faith with a view to agreeing any necessary extension or variation

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to the Timetable to ensure such matters are completed, and the Scheme is implemented, within
the shortest practicable timeframe and before the End Date.
(e) For clarity, clause 2.5(a) does not limit the Target’s ability to:
(i) deal with a Competing Proposal to the extent permitted by clause 14; or
(ii) adjourn or reschedule the Scheme Meeting or otherwise delay any element of the
Timetable in accordance with the express provisions of this Agreement.
2.6 No amendment to Scheme without Bidder’s consent: The Target must not promote or consent
to any modification of, or amendment to, the Scheme or the Final Orders, or the making or imposition
by the Court or any other Government Agency of any condition to the Scheme, without:
(a) the Bidder’s counsel’s consent, where a modification or amendment is made, imposed or
requested at a Court hearing (and the Bidder must procure that such consent is not
unreasonably withheld or delayed); or
(b) the Bidder’s prior written consent, in the case of any other modification or amendment (such
consent not to be unreasonably withheld or delayed).
3. CONDITIONS PRECEDENT
3.1 Conditions: The Scheme will not become Effective and the obligations of the Bidder under clause 2.3
do not become binding unless and until each of the conditions set out in the “Condition” column of the
following table has been satisfied or waived in accordance with this clause 3:
CONDITION RESPONSIBILITY WAIVER
(a) (NZCC Clearance) clearance has been given, or an
authorisation granted, to the Bidder under the Commerce
Act for implementation of the Scheme on terms or
conditions acceptable to the Bidder, acting reasonably,
provided that the Bidder may not withhold its approval to
terms or conditions of any such clearance or
authorisation if the terms or conditions imposed are
consistent in all material respects with undertakings
given to the NZCC, specified in, or specified in writing by
the Bidder in connection with, the Bidder’s application
for clearance or authorisation under the Commerce Act;
Bidder None
(b) (Independent Adviser) the Independent Adviser
provides an Independent Adviser’s Report to
Shareholders which concludes that the Consideration is
within or above the Independent Adviser’s valuation
range for the Shares and, pursuant to clause 1.6, if the
Independent Adviser issues an updated, replacement or
Target Target

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CONDITION RESPONSIBILITY WAIVER
supplementary report prior to the date of the Scheme
Meeting that the Consideration continues to be within or
above the Independent Adviser’s revised valuation range
for the Shares;
(c) (Shareholder approval) Shareholders approve the
Scheme at the Scheme Meeting by the requisite
majorities in accordance with sections 236A(2)(a) and
236A(4) of the Companies Act;
Target None
(d) (Court approval) subject to clause 3.2, the Court
approves the Scheme in accordance with section 236 of
the Companies Act;
Target None
(e) (No restraint) no judgment, order, restraint or
prohibition enforced or issued by any Government
Agency is in effect at 8.00am on the Implementation
Date, that prohibits, prevents or materially restricts the
implementation of the Scheme;
Bidder and the
Target
Bidder and
the Target
(f) (No Target Prescribed Occurrence) no Target
Prescribed Occurrence occurs during the period
commencing on the date of this Agreement and ending at
8.00am on the Implementation Date;
Target Bidder
(g) (No Bidder Prescribed Occurrence) no Bidder
Prescribed Occurrence occurs during the period
commencing on the date of this Agreement and ending at
8.00am on the Implementation Date;
Bidder Target
(h) (No Target Material Adverse Change) no Target
Material Adverse Change occurs during the period
commencing on the date of this Agreement and ending at
8.00am on the Implementation Date; and
None Bidder
(i) (No Bidder Material Adverse Change) no Bidder
Material Adverse Change occurs during the period
commencing on the date of this Agreement and ending at
8.00am on the Implementation Date.
None Target

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3.2 Court approval: If the Court’s approval of the Scheme in accordance with section 236(1) of the
Companies Act would impose any terms or conditions other than those set out in the form of Scheme
Plan attached as Schedule Six, then each such term or condition must be approved in writing by the
Target and the Bidder (both acting reasonably) prior to the Court granting the Final Orders.
3.3 Satisfaction of Conditions: In respect of each Condition:
(a) Each party specified in the “Responsibility” column of the table in clause 3.1 opposite that
Condition (the “Responsible Party”) must use reasonable endeavours to apply for, seek, or
procure that the Condition is satisfied:
(i) in the case of the Conditions in clauses 3.1(a) to 3.1(d), as soon as practicable and in any
event before the End Date; and
(ii) in the case of the Conditions in clauses 3.1(e) to 3.1(i), at all times before 8.00am on the
Implementation Date.
(b) The other party must:
(i) co-operate with the Responsible Party towards satisfying each Condition; and
(ii) subject to applicable laws relating to the exchange of information and the
Communication and Information Sharing Protocols, promptly provide all information
and other assistance reasonably required by the Responsible Party for the purposes of
procuring the satisfaction of the Condition.
(c) Each party must not, directly or indirectly, take any action for the purpose of deliberately
hindering, subverting, undermining or preventing the satisfaction of the Condition, except to the
extent that such action is required by law.
(d) No party will be in breach of its obligations under clause 3.3(b) or 3.3(c) to the extent that it
takes an action or omits to take an action that is expressly required or expressly permitted to be
done, or expressly permitted not to be done, under or in accordance with this Agreement.
(e) The Target will not be in breach of its obligations under clause 3.3(b) or 3.3(c) if it takes, or
omits to take, an action in response to a Competing Proposal to the extent permitted by clause
14.
(f) Nothing in this clause 3.3 will require any party to incur any additional costs (other than
customary adviser costs and filing fees) or to offer, agree to or accept any undertakings,
commitments or conditions (including in relation to the NZCC Condition any undertakings to
dispose of any business or assets of either the Target Group or the Bidder Group).
3.4 Specific obligations relating to NZCC Condition: Without limiting clauses 3.3 and 3.5, in
respect of the NZCC Condition:
(a) the Bidder must, subject to clause 3.4(b):
(i) provide the Target with a draft of the NZCC Application and take any reasonable
comments made by the Target into account in good faith before finalising the NZCC
Application;

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(ii) submit the draft NZCC Application to the NZCC soon as practicable and, in any event, by
no later than the date specified in the Timetable;
(iii) as soon as practical after the form of the NZCC Application has been finalised with the
NZCC, register the NZCC Application with the NZCC for the purpose of fulfilling the
NZCC Condition;
(iv) promptly and diligently progress the NZCC Application so as to expedite satisfaction of
the NZCC Condition;
(v) use its reasonable endeavours to provide all notices, information and documents
requested by the NZCC to the NZCC promptly, and in any event within the timeframes
set by the NZCC;
(vi) consult with the Target in advance of all material communications (written or oral) with
the NZCC relating to the NZCC Application or the Transaction and take any reasonable
comments made by the Target into account in good faith before finalising the relevant
communication;
(vii) provide the Target with copies of any material written communications sent to or
received from the NZCC, and written summaries of any material conversations with the
NZCC, in relation to the NZCC Application or the Transaction, promptly on sending or
receipt or after conclusion of the conversation (as the case may be);
(viii) allow the Target’s external legal counsel the opportunity to be present at any meetings
(including remote meetings) with the NZCC, where the Target’s external legal counsel’s
presence is acceptable to the NZCC;
(ix) not resile from or change, with a consequence that may be adverse to the prospects of
satisfying the NZCC Condition, any of the assurances or commitments provided by the
Bidder to the NZCC in connection with the NZCC Application; and
(x) other than on termination of this Agreement, once the NZCC Application have been
submitted to the NZCC, not (without the Target’s prior written consent):
(A) withdraw or procure the withdrawal of the NZCC Application; or
(B) amend the NZCC Application in any manner that may be adverse to the prospects
of satisfying the NZCC Condition;
(b) the Bidder may, prior to providing any application, communication, document or information to
the Target under clause 3.4(a), redact any information that the Bidder, acting reasonably and in
good faith, considers to be competitively or commercially sensitive or personal information;
(c) the Target must, subject to clause 3.4(d):
(i) use its reasonable endeavours to provide all notices, information and documents
requested by the NZCC to the NZCC promptly, and in any event within the timeframes
set by the NZCC;

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(ii) consult with the Bidder in advance of all material communications (written or oral) with
the NZCC relating to the NZCC Application or the Transaction and take any reasonable
comments made by the Bidder into account in good faith before finalising the relevant
communication; and
(iii) provide the Bidder with copies of any material written communications sent to or
received from the NZCC, and written summaries of any material conversations with the
NZCC, in relation to the NZCC Application or the Transaction, promptly on sending or
receipt or after conclusion of the conversation (as the case may be); and
(iv) allow the Bidder’s external legal counsel the opportunity to be present at any meetings
(including remote meetings) that Target has with the NZCC in connection with the
Transaction, where the Bidder’s external legal counsel presence is acceptable to the
NZCC;
(d) the Target may, prior to providing any application, communication, document or information to
the Bidder under clause 3.4(c), redact any information that the Target, acting reasonably and in
good faith, considers to be information that relates to an Excluded Matter, competitively or
commercially sensitive information or personal information; and
(e) in sharing information under this clause 3.4 or otherwise taking action as contemplated by this
clause 3.4 (including by way of external legal counsel being present at any meeting with the
NZCC under clause 3.4(a)(viii) or 3.4(c)(iv)), each party shall observe the terms of the
Communication and Information Sharing Protocols and otherwise act in accordance with the
Commerce Act.
3.5 Notifications:
(a) Each party will keep the other parties fully informed as to the progress made towards procuring
the satisfaction of the Conditions.
(b) If it becomes known that:
(i) a Condition has become incapable of satisfaction;
(ii) any event or change of circumstances occurs that is reasonably likely to prevent any
Condition in any of clauses 3.1(a), 3.1(c) and 3.1(d) being satisfied by 5.00pm on the date
that is 10 Business Days before the End Date; or
(iii) any event or change of circumstances occurs that is reasonably likely to cause the
Condition in any of clauses 3.1(e), 3.1(f) and 3.1(g) to not be satisfied as at 8.00am on the
Implementation Date,
the party with that knowledge will promptly inform the other parties in writing, and in any event
within two Business Days after the relevant fact having become known to that party.
(c) Each party must notify the other parties in writing of the satisfaction of a Condition as soon as
reasonably practicable after that party becomes aware of it. Any notification delivered pursuant
to this clause 3.5(c) must be accompanied by sufficient evidence to reasonably satisfy the other

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party of the fulfilment of the Condition, including a copy of any consent, approval, order or
other documentation.
(d) The parties agree that clause 8.5 applies in respect of the Condition in clause 3.1(b) and clauses
3.10 and 3.11 apply in respect of the Conditions in clause 3.1(h) and clause 3.1(i).
3.6 Waiver of Conditions: Where the “Waiver” column of the table in clause 3.1 opposite a Condition
states “none”, that Condition may not be waived. Each other Condition is only for the benefit of, and
may only be waived in writing by:
(a) if one party is specified in the “Waiver” column of the table in clause 3.1 opposite that Condition,
that party; or
(b) if both the Target and the Bidder are specified in the “Waiver” column of the table in clause 3.1
opposite that Condition, those parties jointly.
A party entitled to waive, or to join in the waiver of, a Condition may do so in its absolute discretion.
3.7 Method of waiver: Where a Condition may be waived by:
(a) the Target, the Target may only waive the Condition by giving notice to the Bidder; and
(b) the Bidder, the Bidder may only waive the Condition by giving notice to the Target.
Where a Condition may only be waived by both the Target and the Bidder, those parties may only waive
the Condition by agreeing in writing to do so.
3.8 Effect of waiver: If a party waives or joins in the waiver of a Condition in accordance with clause 3,
that waiver does not:
(a) preclude that party from bringing a claim against the other party for any breach of this
Agreement; or
(b) constitute a waiver of any other Condition.
3.9 Delay in satisfaction of Conditions:
(a) If a party gives notice under clause 3.5(b)(ii) or 3.5(b)(iii) then, without limiting clause 2.5(d),
the parties must:
(i) if a change to the Timetable or an extension of the End Date would, in the reasonable
opinion of the parties, assist with the satisfaction of the relevant Condition, consult in
good faith about whether to change the Timetable and/or extend the End Date; or
(ii) if a change of the Timetable or an extension to the End Date would not, in the reasonable
opinion of the parties, assist with the satisfaction of the relevant Condition, consult in
good faith about whether the Transaction may proceed by way of alternative means or
methods.
(b) If the NZCC Condition is satisfied on or after the date that is 50 Business Days before the End
Date, the End Date is automatically extended (without the need for any action by any party) to
the date which is 50 Business Days after the date the NZCC Condition is satisfied.

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(c) For the avoidance of doubt, if the End Date is extended under this Agreement or by agreement
between the parties, this clause 3.9 will apply in respect of each successive End Date.
3.10 Notice of Adverse Circumstances:
(a) If, prior to 8.00am on the Implementation Date, the Target or the Bidder becomes aware of an
event or circumstance that it considers in good faith will give rise to, or there is a reasonable
possibility that it will give rise to, a Target Material Adverse Change or a Bidder Material
Adverse Change (in each case, an “Adverse Circumstance”), it must promptly notify the
other party of the relevant Adverse Circumstance (which notice must state that it is a notice for
the purposes of this clause 3.10).
(b) After notice of Adverse Circumstance is given under clause 3.10(a), the parties must consult in
good faith for at least five Business Days or, if shorter, until 5.00pm on the day prior to the
Implementation Date, regarding the appropriate method of calculating the financial
consequences of the Adverse Circumstance.
(c) If a party gives notice of an Adverse Circumstance under clause 3.10(a) after the date that is five
Business Days prior to the Implementation Date, the parties must consult in good faith about
whether to extend the Implementation Date with a view to providing the parties with at least
five Business Days to consult under clause 3.10(b). For clarity, this clause 3.10(c) does not
oblige a party to agree to any extension to the Implementation Date.
3.11 Additional MAC requirements:
(a) If either party gives notice of an Adverse Circumstance under clause 3.10(a), then that notice
must also include all material details of the relevant Adverse Circumstance to the extent actually
known by the party at the time, including, to the extent reasonably practicable in the
circumstances (including having regard to timing and the nature and extent of the damage or
destruction), the party’s good faith quantification of the estimated financial impact of the
Adverse Circumstance and copies of workings and relevant materials used to calculate such
financial impact.
(b) If either party receives notice from the other party of an Adverse Circumstance under clause
3.10(a), then, provided that the party who gave the notice included in its notice details of the
Adverse Circumstance in compliance with clause 3.11(a), the party who received the notice must
respond in writing to the other party within three Business Days after receiving that notice (or, if
shorter, by no later than 5.00pm on the day prior to the Implementation Date) setting out all
material details of the relevant Adverse Circumstance to the extent actually known by the party
at the time, including, to the extent reasonably practicable in the circumstances (including
having regard to timing and the nature and extent of the damage or destruction), the party’s
good faith quantification of the estimated financial impact of the Adverse Circumstance and
copies of workings and relevant materials used to calculate such financial impact.
(c) For clarity, clause 3.11(b) will not apply if a party gives notice of an Adverse Circumstance under
clause 3.10(a) after 5.00pm on the day prior to the Implementation Date (unless the
Implementation Date is extended by agreement between the parties).

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3.12 Termination: Notwithstanding anything in this clause 3 or any rights of termination implied by law,
this Agreement may only be terminated in respect of a Condition in accordance with clause 16.
4. SCHEME BOOKLET
4.1 Target’s obligations: Without limiting clause 2, the Target must:
(a) subject to clause 4.3(a), prepare the Scheme Booklet so that it contains:
(i) all information required by the Schemes Guidance Note, the Companies Act and any
other applicable laws;
(ii) all information requested or required by the Takeovers Panel in order for the Target to
obtain from the Takeovers Panel a Letter of Intention and a No-objection Statement;
(iii) the responsibility statements referred to in clause 4.5; and
(iv) unless there has been a change of recommendation, and subject to the Independent
Adviser in the Independent Adviser’s Report concluding that the Consideration is within
or above the Independent Adviser’s valuation range for the Shares, the Director
Recommendation,
on the understanding that the Bidder will rely (including as contemplated by clause 4.6) on the
Target Information for the purposes of preparing the Bidder Information for inclusion in the
Scheme Booklet;
(b) if not already appointed, appoint the Independent Adviser (including obtaining approval from
the Takeovers Panel for that appointment) and:
(i) provide all assistance and information that is reasonably requested by the Independent
Adviser to enable it to prepare the Independent Adviser’s Report; and
(ii) in respect of information provided by the Target to the Independent Adviser, provide
that information in good faith and in accordance with clause 5.6 and on the
understanding that the Independent Adviser will rely on that information for the purpose
of preparing the Independent Adviser’s Report for inclusion in the Scheme Booklet;
(c) subject to clause 4.2(c), when it considers in good faith that the draft Scheme Booklet is
sufficiently advanced and suitable for review, provide successive drafts of the Scheme Booklet to
the Bidder;
(d) subject to clause 4.2(c), provide the Bidder with a reasonable opportunity to review the drafts of
the Scheme Booklet provided under clause 4.1(c) and consider in good faith the reasonable
comments of the Bidder and its Representatives when preparing revised drafts of the Scheme
Booklet;
(e) subject to clause 4.2(c), as soon as practicable after preparation of an advanced draft of the
Scheme Booklet suitable for review by the Takeovers Panel, provide that draft to the Bidder with
a request for the Bidder’s consent and confirmation referred to in clauses 4.3(e) and 4.3(i);

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(f) after receipt of the consent and confirmation from the Bidder referred to in clauses 4.3(e) and
4.3(i) and in accordance with the Timetable, provide the Takeovers Panel with the draft Scheme
Booklet together with an application for a Letter of Intention (as contemplated by clause 5.1(a));
(g) keep the Bidder reasonably informed of any matters raised by the Takeovers Panel in relation to
the Scheme Booklet (other than matters that relate to an Excluded Matter or to the Independent
Adviser’s Report) and consult with the Bidder to resolve any such issues expeditiously (provided
that, where such issues relate to the Bidder Information, the Target will not take any steps to
address them without the Bidder’s written consent, not to be unreasonably withheld);
(h) after:
(i) the Takeovers Panel has completed its review of the Scheme Booklet; and
(ii) the Takeovers Panel has provided the Letter of Intention contemplated by clause 5.1(a),
and in accordance with the Timetable the Target must comply with clause 5.1(d) (which provides
for the Target to apply to the Court for Initial Orders and provide the draft Scheme Booklet to
the Court);
(i) after:
(i) the Court has granted the Initial Orders;
(ii) the NZCC Condition has been satisfied;
(iii) the Bidder has provided the second confirmation referred to in clause 4.3(i); and
(iv) the Bidder has issued a Cleansing Notice under clause 5.2(c),
comply with clauses 5.1(e) and (f) (which provide for the Scheme Booklet to be sent to
Shareholders and to the NZX); and
(j) prior to the Scheme Booklet being publicly released, the Target must:
(i) keep the Target Information in the Scheme Booklet updated so that it complies with
clause 4.1(a), including by:
(A) incorporating any new information of which the Target becomes aware which
should be included in the Scheme Booklet under clause 4.1(a)(i); and
(B) addressing any matter in the Target Information which the Target considers may
be misleading or deceptive in any material respect, including by omission;
(ii) provide the Bidder with a reasonable opportunity to consider any amendment to the
Scheme Booklet proposed to be made under sub-clause (i) and consider in good faith the
reasonable comments of the Bidder and its Representatives in respect of the amendment;
(iii) comply with clause 4.6(d) in respect of any amendments to the Scheme Booklet made
under clause 4.1(j)(i);
(iv) continue to comply with clause 4.1(b) in respect of the provision of information and
assistance to the Independent Adviser,

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(v) if:
(A) the Target amends the Target Information under clause 4.1(j)(i);
(B) the Bidder amends the Bidder Information under clause 4.3(f)(i); or
(C) the Independent Adviser amends the Independent Adviser’s Report,
take one or more of the following actions if the Target considers it necessary or
appropriate in the circumstances (for example, where the Takeovers Panel has previously
completed its review of the Scheme Booklet or the Court has granted Initial Orders):
(D) engage with the Takeovers Panel regarding updates to the Scheme Booklet and
any implications of that disclosure for the Letter of Intention or No-objection
Statement; and
(E) seek the Court’s guidance in respect of such updates to the Scheme Booklet; and
(k) after the Scheme Booklet has been publicly released, notify the Bidder if the Target becomes
aware either:
(i) of new information (other than information relating to an Excluded Matter) which, had it
been known at the time the Scheme Booklet was prepared, should have been included in
the Scheme Booklet under clause 4.1(a)(i); or
(ii) that any part of the Scheme Booklet is misleading or deceptive in any material respect,
including by omission (except in respect of information relating to an Excluded Matter),
and, if in either case the Target becomes aware, or if the Target receives a notification from the
Bidder under clause 4.3(f):
(iii) between the date the Scheme Booklet is publicly released and the date of the Scheme
Meeting, then, if considered by the Target that supplementary disclosure is required, the
Target will:
(A) provide supplementary disclosure to Shareholders in accordance with applicable
law and after consulting with the Bidder in good faith as to the content and
presentation of that supplementary disclosure and taking into account the
Bidder’s reasonable comments; and
(B) if the Target, in its discretion, considers it necessary or appropriate, take one or
more of the following actions: (x) engage with the Takeovers Panel regarding the
supplementary disclosure and any implications of that disclosure for the Letter of
Intention or No-objection Statement; (y) seek the Court’s guidance in respect of
such supplementary disclosure; and (z) adjourn or reschedule the Scheme
Meeting to the earliest possible date that will allow Shareholders to consider the
supplementary disclosure or any other date ordered by the Court or required by
the Takeovers Panel in order for the Target to maintain the Letter of Intention or
obtain from the Takeovers Panel a No-objection Statement; and

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(iv) between the date of the Scheme Meeting and the Second Court Date, if considered by the
Target, in its discretion, that supplementary disclosure is required, take one or more of
the following actions:
(A) engage with the Takeovers Panel regarding the supplementary disclosure and any
implications of that disclosure for the Letter of Intention or No-objection
Statement; and
(B) apply to the Court for orders as to the procedure to be followed for the provision
of supplementary disclosure to Shareholders and the effect on the approval of the
Scheme,
after consulting with the Bidder in good faith and taking into account the Bidder’s
reasonable comments.
4.2 Independent Adviser’s Report:
(a) The Bidder acknowledges and agrees that it is the Independent Adviser, and not the Target, that
determines (in the Independent Adviser’s absolute discretion) when, and in what form, the draft
Independent Adviser’s Report (or extracts from that report) is to be provided to the Bidder.
(b) Subject to clauses 4.2(a) and 4.2(d), the Target will use reasonable endeavours to obtain the
Independent Adviser’s consent to provide the Bidder:
(i) extracts of the Independent Adviser’s Report that refer to factual information about the
Bidder Group before the Target applies to the Takeovers Panel for the Letter of Intention
under clause 5.1(a), for the purposes of allowing the Bidder to provide comments on that
factual information; and
(ii) a copy of the Independent Adviser’s Report that is provided to the Court with the
application for Initial Orders under clause 5.1(d), at the same time it is provided to the
Court.
(c) The Bidder agrees that references in clauses 4.1(c), 4.1(d) and 4.1(e) to the Scheme Booklet
excludes the Independent Adviser’s Report and that the Target is not required to provide the
Bidder with the Independent Adviser’s Report in connection with the provision of draft Court
documents under clause 7.1.
(d) The Target is not required to take any action in respect of the Independent Adviser’s Report that
may be inconsistent with the Schemes Guidance Note or that may compromise the Takeovers
Panel’s approval of the Independent Adviser or result of the Takeovers Panel withdrawing that
approval.
4.3 Bidder’s obligations: Without limiting clause 2, the Bidder must:
(a) prepare and provide the Target, for inclusion in the Scheme Booklet:
(i) information:
(A) about the Bidder Group; and

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(B) equivalent to the information that would meet the requirements of Schedule 1 to
the Takeovers Code,
as required under the Schemes Guidance Note, the Companies Act and any other
applicable laws or as requested or required by the Takeovers Panel in order for the Target
to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statement;
and
(ii) without limiting sub-clause (i), information:
(A) concerning the Bidder Group’s financing, risks, business, dealings in Shares and
the New Bidder Shares;
(B) regarding the Merged Group (including pro forma capital structure, pro forma
financial information); and
(C) relating to the Scrip Consideration,
that the Bidder, acting reasonably and in good faith and in consultation with the Target,
determines is appropriate to include in the Scheme Booklet as a result of the Scrip
Consideration forming part of the Consideration,
on the understanding that the Target will rely (including as contemplated by clause 4.6) on the
Bidder Information for the purposes of preparing the Scheme Booklet and proposing and
implementing the Scheme. If the Target, acting reasonably and in good faith, notifies the Bidder
that the Target considers that the Bidder Information is insufficient to ensure that Shareholders
are able to make an appropriately informed voting decision on the Scheme Resolution, the
following provisions will apply:
(D) the parties will consult, in good faith and acting reasonably, to resolve that
concern and, pending agreement between the parties in writing or resolution in
accordance with sub-clause (E), the Target is not required to take any action
contemplated by clause 4.1(f), 4.1(h) or 4.1(i); and
(E) if after the parties have consulted in good faith and acting reasonably in
accordance with sub-clause (D) and are unable to reach agreement on the relevant
matter within a reasonable period, then the following will apply:
(aa) if the relevant information must be included in the Scheme Booklet in
order for the Scheme Booklet to comply with the Schemes Guidance
Note, the Companies Act or any other applicable laws or in order for
the Target to obtain from the Takeovers Panel a Letter of Intention and
a No-objection Statement, then the relevant matter must be included in
the Scheme Booklet; or
(bb) if sub-clause (aa) does not apply, then the Bidder’s position on the
relevant matter will prevail;
(b) when it considers in good faith that the draft of the information referred to in clause 4.3(a) is
sufficiently advanced and suitable for review, provide the Target with successive drafts of that

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information in a timely manner, provide a reasonable opportunity to the Target to review those
drafts, and consider in good faith the reasonable comments of the Target and its Representatives
when preparing revised drafts of that information;
(c) provide all assistance and information reasonably requested by the Independent Adviser to
enable it to prepare the Independent Adviser’s Report and, in respect of information provided
by the Bidder to the Independent Adviser, provide that information in accordance with clause
5.6 and on the understanding that the Independent Adviser will rely on that information for the
purpose of preparing the Independent Adviser’s Report for inclusion in the Scheme Booklet;
(d) as soon as practicable after receipt of any draft of the Scheme Booklet from the Target, review
and promptly provide comments on that draft;
(e) promptly following request by the Target, and before the Target provides the Scheme Booklet to
the Takeovers Panel in accordance with clauses 4.1(f) and 5.1(a), deliver to the Target written
consent from the Bidder to the inclusion of the Bidder Information in the Scheme Booklet in the
form and context it appears;
(f) prior to the Scheme Booklet being publicly released, the Bidder must:
(i) keep the Bidder Information in the Scheme Booklet updated, by notifying the Target of
any such update, so that it complies with clause 4.3(a), including by:
(A) incorporating any new information of which the Bidder becomes aware and which
should be included in the Scheme Booklet under clause 4.3(a); and
(B) addressing any matter in the Bidder Information which the Bidder considers may
be misleading or deceptive in any material respect, including by omission;
(ii) provide the Target with a reasonable opportunity to consider any amendment proposed
to be made under clause 4.3(f)(i) and consider in good faith the reasonable comments of
the Target and its Representatives in respect of the amendment;
(iii) comply with clause 4.6(a) in respect of any amendments to the Scheme Booklet made
under clause 4.3(f)(i); and
(iv) continue to comply with clause 4.3(c) in respect of the provision of information and
assistance to the Independent Adviser;
(g) after the Scheme Booklet has been publicly released, promptly notify the Target if the Bidder
becomes aware at any time either:
(i) of new information which, had it been known at the time the Scheme Booklet was
prepared, should have been included in the Bidder Information under any applicable
law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with
the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement
contemplated by clause 5.1(g); or
(ii) that any part of the Scheme Booklet is misleading or deceptive in a material respect,
including by omission,

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and if the Bidder provides such notification, the Target will consider whether to take any steps
under clause 4.1(j);
(h) procure that it is represented by counsel at any Court hearings convened for the purposes of
considering the Initial Orders and the Final Orders (on the basis that clause 7 applies in respect
of such hearings); and
(i) promptly following request by the Target, and before a draft of the Scheme Booklet is provided
to the Takeovers Panel by the Target, and again before the Scheme Booklet is sent to
Shareholders, confirm in writing to the Target the accuracy and completeness of the Bidder
Information in the Scheme Booklet, including that it does not contain any material statement
that is false or misleading in a material respect including because of any omission.
4.4 Bidder confirmations and approvals: If the Bidder requires any change to be made to the form or
content of the Bidder Information as a condition of giving its consent under clause 4.3(e) or the
confirmation under clause 4.3(i) then:
(a) if the Target disagrees with the change, the parties must consult in good faith about the change
and the reasons for it with a view to agreeing an alternative change that satisfies both parties;
and
(b) if the parties are unable to reach agreement, the Target must make such changes to the Bidder
Information as the Bidder reasonably requires.
4.5 Responsibility statements: Without limiting clause 5.6 in relation to sub-clause (c) below, the
Scheme Booklet must contain responsibility statements, in a form to be agreed between the parties, to
the effect that:
(a) the Target has provided, and is responsible for, the Target Information in the Scheme Booklet,
and that none of the Bidder, its Related Companies or their respective Representatives assumes
any responsibility for the accuracy or completeness of the Target Information;
(b) the Bidder has provided, and is responsible for, the Bidder Information, and that none of the
Target, its Related Companies or their respective Representatives assumes any responsibility for
the accuracy or completeness of the Bidder Information; and
(c) the Independent Adviser has provided and is responsible for the Independent Adviser’s Report
and none of the Bidder, the Target, or their respective Related Companies or Representatives
assumes any responsibility for the accuracy or completeness of the Independent Adviser’s
Report.
4.6 Verification and reliance:
(a) The Bidder agrees that, prior to providing the second confirmation contemplated by clause
4.3(i), it must, acting reasonably and in good faith, undertake and complete a due diligence and
verification exercise:
(i) in respect of the Bidder Information to ensure that the Bidder Information does not
contravene Part 2 of the FMCA or any other equivalent laws in Australia; and

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(ii) to ensure that the Bidder satisfies the requirements for reliance on the exclusion set out
in clause 19 of schedule 1 of the FMCA, including the requirements set out in clauses 19
to 21 of schedule 8 of the FMCR, in respect of the Scrip Consideration (“Relevant
Provisions”).
(b) The Bidder agrees that:
(i) it is reasonable for the Target and the Directors to rely on the Bidder Information,
including for the purposes of section 503 of the FMCA; and
(ii) the intention of sub-clause (a), taken together with clauses 4.3(i), 5.2(c), 5.2(d), 5.2(f)
and the Bidder Warranties in clauses 10, 12 and 15 of Schedule Four, is to demonstrate
that the Target has, and the Directors have, taken all reasonable steps to ensure the
Bidder Information complies with Part 2 of the FMCA and that the Target and the
Directors took all reasonable steps to ensure that the Bidder complied with the Relevant
Provisions.
(c) For the avoidance of doubt, sub-clause (b)(ii) does not limit clause 4.5. The Bidder
acknowledges that it is solely responsible for the Bidder Information.
(d) The Target agrees that, prior to sending the Scheme Booklet to Shareholders and NZX under
clauses 5.1(e) and 5.1(f), it must, acting reasonably and in good faith, undertake and complete a
due diligence and verification exercise in respect of the Target Information to ensure that the
Target Information does not contravene Part 2 of the FMCA or any other equivalent laws in any
other applicable jurisdiction.
(e) The Target agrees that:
(i) it is reasonable for the Bidder to rely on the Target Information, including for the
purposes of section 503 of the FMCA; and
(ii) the intention of sub-clause (d) is to demonstrate that the Bidder has taken all reasonable
steps to ensure the Target Information complies with Part 2 of the FMCA.
(f) For the avoidance of doubt, sub-clause (e)(ii) does not limit clause 4.5. The Target acknowledges
that it is solely responsible for the Target Information.
4.7 Other documents: If, at any time, either party proposes to send any document or information to, or
engage with as part of an in-bound or out-bound call regime, Shareholders generally (and not to a
Shareholder, or a limited number of Shareholders, on a select basis) in connection with the Scheme,
other than by way of sending the Scheme Booklet, the parties, acting reasonably and in good faith, will
agree whether, and the extent to which, clause 4.6 will apply (with all necessary modifications) to that
document or information or, in the case of an in-bound or out-bound call regime, the factual parts of
the relevant script.
5. SCHEME IMPLEMENTATION STEPS
5.1 Target’s obligations: Without limiting clause 2, the Target must:
(a) before applying to the Court for Initial Orders convening a Scheme Meeting, apply to the
Takeovers Panel for a Letter of Intention;

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(b) prior to sending any material correspondence to the Takeovers Panel relating to the Scheme
(other than correspondence relating to an Excluded Matter or, before the Target applies to the
Court for Initial Orders, the Independent Adviser’s Report), provide the Bidder with a draft of
that correspondence and consider in good faith all of the reasonable comments of the Bidder on
that correspondence;
(c) promptly provide the Bidder with a copy of all material correspondence to and from the
Takeovers Panel relating to the Scheme (other than correspondence relating to an Excluded
Matter or, before the Target applies to the Court for Initial Orders, the Independent Adviser’s
Report);
(d) after the Takeovers Panel has provided the Letter of Intention contemplated by clause 5.1(a),
apply to the Court for Initial Orders convening the Scheme Meeting (including by providing the
Court with the draft Scheme Booklet);
(e) if the Court grants Initial Orders:
(i) release of a copy of the sealed Initial Orders through the NZX market announcement
platform promptly after receipt of those sealed orders;
(ii) deliver a copy of the sealed Initial Orders to the Registrar for registration under section
236(4) of the Companies Act promptly after receipt of those sealed orders and by no later
than 10 Business Days after the date the Initial Orders are granted;
(iii) subject to the Bidder issuing a Cleansing Notice under clause 5.2(c), in accordance with
the Timetable, send the Scheme Booklet to Shareholders as soon as reasonably
practicable following the date the NZCC Condition is satisfied and in accordance with the
Initial Orders; and
(iv) in accordance with the Timetable, hold the Scheme Meeting and, at the Scheme Meeting,
put the Scheme Resolution to Shareholders for a vote, in accordance with, and otherwise
complying in all respects with, the Initial Orders;
(f) on or before the Scheme Booklet is sent to Scheme Shareholders, subject to the Bidder issuing a
Cleansing Notice under clause 5.2(c), release a copy of that Scheme Booklet through the NZX
market announcement platform;
(g) if the Scheme Resolution is passed by the requisite majorities of Shareholders as set out under
section 236A(4) of the Companies Act (and, if applicable, the Initial Orders):
(i) enter into, and use reasonable endeavours to procure that Computershare enters into,
the Escrow Agreement before making the applications contemplated by clause 5.1(g)(ii);
and
(ii) promptly apply to:
(A) the Takeovers Panel for a No-objection Statement; and
(B) the Court, after the Takeovers Panel has provided the No-objection Statement
contemplated by clause 5.1(g)(ii)(A), for the Final Orders (on the basis that those

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orders, if granted, will be subject to satisfaction or, if capable of waiver, waiver of
the then-outstanding Conditions);
(iii) promptly apply to NZX to:
(A) suspend trading in the Shares from the close of trading on the date that is two
Business Days after the Final Orders Date, or such other date as may be agreed
between the parties in writing;
(B) cease quotation of the Shares, with effect from close of trading on the
Implementation Date;
(C) delist the Target with effect from close of trading on the Implementation Date,
except to the extent that listing of the Target is required to be maintained in
connection with the continued quotation after the Implementation Date of any
quoted debt securities of the Target that is requested in writing to the Target by
the Bidder; and
(D) release the NZX bond applicable to the quotation of Shares and any related
Encumbrances with effect from implementation of the Scheme,
and the Bidder acknowledges that:
(E) NZX may not approve any such application until such time that the Final Orders
are granted and the definitive dates for suspension, cessation of quotation and
delisting are known; and
(F) NZX may impose conditions on the release of the NZX bond and related
Encumbrances, including payment of all outstanding amounts due to NZX;
(iv) close the Register as at the Record Date to determine the identity of the Scheme
Shareholders and their entitlements to the Consideration;
(h) prior to sending any material correspondence to NZX under clause 5.1(g)(iii), provide the Bidder
with a draft of that correspondence (except to the extent such correspondence relates to an
Excluded Matter) and consider in good faith all of the reasonable comments of the Bidder on
that correspondence;
(i) in respect of the Target’s application to NZX under clause 5.1(g)(iii):
(i) promptly provide the Bidder with a copy of all material correspondence to and from
NZX; and
(ii) keep the Bidder reasonably informed of any matters raised by NZX and consult with the
Bidder to resolve any such issues expeditiously,
provided that the Target is not required to provide the Bidder with any document or information
to the extent it relates to an Excluded Matter;
(j) if the Court grants the Final Orders:
(i) deliver to the Registrar for registration a copy of the sealed Final Orders for registration

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in accordance with section 236(4) of the Companies Act promptly after receipt of the
sealed orders and by no later than 10 Business Days after the date the Final Orders are
granted; and
(ii) close the Register as at the Record Date to determine the identity of the Scheme
Shareholders and their entitlements to the Consideration; and
(k) if the Scheme becomes Effective:
(i) subject to the Bidder satisfying its obligations under clause 5.2(i), give effect to the
transfer of the Scheme Shares to the Bidder in accordance with the Scheme on the
Implementation Date; and
(ii) do all other things contemplated of it under the Scheme for the implementation of the
Transaction in accordance with the Scheme Plan and the Final Orders.
5.2 Bidder’s obligations: Without limiting clause 2, the Bidder must:
(a) on the date of this Agreement, deliver to the Target the Deed Poll executed by the Bidder;
(b) prior to providing the second confirmation contemplated by clause 4.3(i) appoint, for brokerage
which is reasonable, a person which is an NZX Trading and Advising Participant as the Sale
Agent on terms as are necessary to ensure compliance with the Scheme Plan and any waiver
granted by NZ RegCo to the Bidder in respect of the Ineligible Overseas Shareholders;
(c) immediately prior to the Target sending the Scheme Booklet to Scheme Shareholders and NZX
under clauses 5.1(e) and 5.1(f), provide a notice to NZX that complies in all respects with clause
20 of schedule 8 of the FMCR (“Cleansing Notice”);
(d) comply with clause 21 of schedule 8 of the FMCR if the Bidder becomes aware that the Cleansing
Notice is “defective” (as that term is defined in clause 21(3) of schedule 8 of the FMCR);
(e) in respect of each Scheme Shareholder who does not have a New Zealand address on the
Register but who is not an Ineligible Overseas Shareholder, do all things necessary to ensure
that the Scrip Consideration may be offered and issued to that Scheme Shareholder in
compliance with the applicable laws of that jurisdiction;
(f) do all things reasonably necessary to obtain the quotation of the New Bidder Shares on the NZX
and ASX, with effect from the open of trading on the first Business Day after the
Implementation Date (or such later date as NZX or ASX may require, as applicable);
(g) where the Target or its Representatives provides any document, communication or other
information to the Bidder or its Representatives for review or comment under or in connection
with this Agreement, promptly undertake that review in good faith and promptly respond to the
Target;
(h) promptly after being requested to do so by the Target (and, in any event, before the Target files
the application for Final Orders with the Court) and subject to the Scheme Resolution having
been passed at the Scheme Meeting, deliver to the Target a copy of the Escrow Agreement
executed by the Bidder;

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(i) pay, so that it is received in cleared and immediately available funds by no later than the Escrow
Payment Date, the aggregate amount of the Cash Consideration payable to Scheme Shareholders
to a New Zealand dollar denominated trust account operated by Computershare, in accordance
with the Scheme Plan, the Deed Poll and the Escrow Agreement;
(j) if the Scheme becomes Effective:
(i) provide an “Unconditional Notice” (as defined in the Escrow Agreement) to
Computershare (as escrow agent) under the Escrow Agreement, promptly after 8.00am
and, in any event, before 9.00am on the Implementation Date;
(ii) on the Implementation Date:
(A) accept a transfer of the Scheme Shares;
(B) pay, or procure the payment of, the Cash Consideration to each Scheme
Shareholder in accordance with clause 2.3, the Scheme Plan and the Deed Poll;
and
(C) issue the Scrip Consideration to each Scheme Shareholder in accordance with
clause 2.3, the Scheme Plan and the Deed Poll; and
(iii) do all other things contemplated of it under the Scheme for the implementation of the
Scheme and the Transaction in accordance with this Agreement, the Scheme Plan and
the Final Orders.
5.3 Lowest Price: For the purposes of the financial arrangements rules in the Income Tax Act 2007:
(a) the Consideration is the lowest price (within the meaning of section EW 32 of the Income Tax
Act 2007) that would have been agreed for the transfer of each Scheme Share, on the date this
Agreement was entered into, if payment had been required in full at the time the first right in
the contracted property (being the Scheme Shares) was transferred, and is the value of each
such Scheme Share;
(b) the Bidder Share price that has been used to determine the number of New Bidder Shares to be
issued for each Scheme Share as the Scrip Consideration is the lowest price (within the meaning
of section EW 32 of the Income Tax Act 2007) that would have been agreed for the issue of each
New Bidder Share to the Scheme Shareholders, on the date this Agreement was entered into, if
payment had been required in full at the time the first right in the contracted property (being
the New Bidder Shares) was transferred, and is the value of each such New Bidder Share; and
(c) the Bidder agrees that it will compute its taxable income for the relevant period on the basis that
the Consideration for the Scheme Shares and the consideration for the New Bidder Shares (as
described in paragraph (b)) include no capitalised interest and will file its Tax returns
accordingly.
5.4 Target Conditions certificate:
(a) Subject to clause 5.4(b):
(i) between 8.00am and midday on the day that is one Business Day after the later of:

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(A) the Final Orders Date; and
(B) the date on which the Bidder has notified the Target that the NZCC Condition is
satisfied;
(ii) between 8.00am and midday on the day before the Implementation Date; and
(iii) between 6.00am and 7.00am on the Implementation Date,
the Target must give the Bidder a certificate from the Target signed by the Target Group CEO
and CFO (or any alternative signatories who are approved by the Bidder in writing (such
approval not to be unreasonably withheld or delayed)) stating that, so far as the Target is aware:
(iv) except to the extent previously waived, the Conditions in clauses 3.1(e), 3.1(f) and 3.1(h)
would have been satisfied if 8.00am on the Implementation Date was read as the time
the certificate is given to the Bidder and the Target is not aware of anything that would
prevent those Conditions being satisfied;
(v) it is not in breach of clause 9.4 or 11.1; and
(vi) there has not been any breach of any other provision of this Agreement by the Target
which might reasonably be expected to entitle the Bidder to terminate under clause 16,
(“Target Certificate”).
(b) If any of the statements referred to in clause 5.4(a) would be inaccurate, the Target must provide
a qualified Target Certificate setting out reasonable details of the matters which cause or are
likely to cause that certificate not to be accurate.
(c) For the avoidance of doubt
(i) a Target Certificate is signed by the Target Group CEO and CFO (or any other signatory
approved by the Bidder in writing) in his or her capacity as an officer of the Target, and
in no other capacity; and
(ii) no personal liability will be assumed by the Target Group CEO or CFO (or any other
signatory approved by the Bidder in writing) as a result of the statements in the Target
Certificate.
5.5 Bidder Conditions certificate:
(a) Subject to clause 5.5(b):
(i) between 8.00am and midday on the day that is one Business Day after the later of:
(A) the Final Orders Date; and
(B) the date on which the Bidder has notified the Target that the NZCC Condition is
satisfied;
(ii) between 8.00am and midday on the day before the Implementation Date; and
(iii) between 6.00am and 7.00am on the Implementation Date,

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the Bidder must give the Target a certificate from the Bidder signed by the Bidder Group CEO
and CFO (or any alternative signatories who are approved by the Target in writing (such
approval not to be unreasonably withheld or delayed)) stating that, so far as the Bidder is aware:
(iv) except to the extent previously waived, the Conditions in clauses 3.1(e), 3.1(g) and 3.1(i)
would have been satisfied if 8.00am on the Implementation Date was read as the time
the certificate is given to the Target and the Bidder is not aware of anything that would
prevent those Conditions being satisfied; and
(v) there has not been any breach of any other provision of this Agreement by the Bidder
which might reasonably be expected to entitle the Target to terminate under clause 16,
(“Bidder Certificate”).
(b) If any of the statements referred to in clause 5.5(a) would be inaccurate, the Bidder must
provide a qualified Bidder Certificate setting out reasonable details of the matters which cause
or are likely to cause that certificate not to be accurate.
(c) For the avoidance of doubt:
(i) a Bidder Certificate is signed by the Bidder Group CEO and CFO (or any other signatory
approved by the Target in writing) in his or her capacity as an officer of the Bidder, and
in no other capacity; and
(ii) no personal liability will be assumed by the Bidder Group CEO or CFO (or any other
signatory approved by the Target in writing) as a result of the statements in the Bidder
Certificate.
5.6 Provision of information to the Independent Adviser: Each party must, in relation to any
information that it or any of its Representatives provides to the Independent Adviser in connection
with the preparation of the Independent Adviser’s Report (“IAR Information”):
(a) prepare and provide that IAR Information to the Independent Adviser in good faith (including
by having regard to material risks, opportunities and adverse circumstances);
(b) to the extent any IAR Information contains any Forward Looking Information, prior to that
Forward Looking Information being provided to the Independent Adviser, ensure that:
(i) the provision of that Forward Looking Information to the Independent Adviser has been
approved, in respect of the Target by the Board and in respect of the Bidder by the board
of the Bidder;
(ii) the IAR Information has been prepared with the same level of care and diligence that the
Target or the Bidder (as applicable) would apply to the preparation of the financial model
in relation to its impairment testing;
(iii) the IAR Information and the assumptions on which it is prepared are reasonable and
appropriately balances any relevant risks and opportunities; and
(iv) any development projects or other new business opportunities for the Target Group (in
respect of the Business) or the Bidder Group (in respect of its business) set out in the IAR

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Information are commercially realistic, having regard to factors relevant to the particular
stage at which such development project or business opportunity is at; and
(c) any information that may be adverse in any material respect to the financial performance,
position or prospects of the Target Group which is known by any Director or Senior Manager (as
defined in the NZX Listing Rules) at any time prior to the Scheme Meeting, but which had not
previously been provided to the Independent Adviser, is promptly provided to the Independent
Adviser.
5.7 Obligation on becoming a Shareholder: If, prior to the date of the Scheme Meeting, the Bidder or
any Associate of the Bidder acquires, legal and/or beneficial ownership of any Shares, the Bidder must
(or must procure such Associate to, as the case may be) as soon as reasonably practicable enter into a
deed poll in the form set out in the Schemes Guidance Note, in favour of the Takeovers Panel, under
which the Bidder (or such Associate, as the case may be) agrees to vote the relevant Shares in favour of
the Scheme Resolution at the Scheme Meeting. Nothing in this clause 5.7, represents a waiver of, or
variation to, clause 7.1 of the Confidentiality Agreement (which deals with prohibitions on insider
trading).
6. OTHER TRANSACTION OBLIGATIONS
6.1 Promotion of Transaction:
(a) During the Exclusivity Period, subject to:
(i) there being no Superior Proposal; and
(ii) the Independent Adviser concluding in the Independent Adviser’s Report that the
Consideration is within or above the Independent Adviser’s valuation range for the
Shares and, pursuant to clause 1.6, the Independent Adviser continuing to conclude in
any updated, replacement or supplementary report issued prior to the date of the
Scheme Meeting that the Consideration is within or above the Independent Adviser’s
revised valuation range for the Shares,
the Target will, subject to clause 4.7 (to the extent applicable in the circumstances), use
reasonable endeavours to promote, and will provide reasonable cooperation to the Bidder in
promoting, the merits of the Transaction to Shareholders, including by:
(iii) complying with any reasonable request by the Bidder to require disclosure of information
in accordance with sections 290 and 291 of the FMCA, subject to its statutory and
contractual obligations, and provide the information obtained as a result of requiring
such disclosure to the Bidder;
(iv) providing, subject to the Target’s statutory or contractual obligations, such information
within the possession or control of the Target Group regarding Shareholders and their
holdings as the Bidder reasonably requests;
(v) procuring that Computershare provides to the Bidder, in the form reasonably requested
by the Bidder, details of the Register to facilitate the canvassing of Shareholders by the
Bidder (provided that such canvassing complies with clause 6.1(d)) or the payment by the

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Bidder of the Consideration in accordance with this Agreement, the Scheme and the
Deed Poll;
(vi) retaining the services of a proxy solicitation firm approved by the Bidder to, following the
despatch of the Scheme Booklet to Shareholders, subject to clause 4.7 (to the extent
applicable in the circumstances), actively solicit affirmative proxies for the Scheme and,
following the sending of the Scheme Booklet to Shareholders, provide the Bidder with
daily proxy updates in respect of the Scheme Meeting (including an aggregate tally of
votes received by the Target in respect of the Scheme);
(vii) promptly reporting to the Bidder any information the Target becomes aware of regarding
opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or
similar information or opposition by any individual shareholder holding an immaterial
number of shares);
(viii) subject to clause 4.7 (to the extent applicable in the circumstances), procuring that senior
executives of the Target Group are available on reasonable notice to:
(A) meet (in person or remotely, as reasonably request by the Bidder) with key
Shareholders if reasonably requested to do so by the Bidder; and
(B) communicate with the employees, joint venture partners (if any) and key
suppliers of the Target Group if reasonably requested to do so by the Bidder,
in each case to discuss and promote the Transaction with such persons; and
(ix) undertaking, in co-operation with the Bidder, subject to clause 4.7 (to the extent
applicable in the circumstances), other reasonable actions to promote the affirmative
vote of Shareholders for the Transaction, as reasonably requested by the Bidder.
(b) Clauses 9.3(a) to 9.3(g) will apply to clause 6.1(a) with all necessary modifications.
(c) The Target and the Bidder will use reasonable endeavours to agree, as soon as practicable after
the date of this Agreement, key messaging and principles to govern all communications between
the Bidder (or any representative of the Bidder) and Shareholders (“Communication
Principles”), which will apply throughout the period that the Directors continue to
unanimously recommend that Shareholders vote in favour of the Scheme.
(d) During the period the Directors continue to unanimously recommend that Shareholders vote in
favour of the Scheme, the Bidder must not, directly or indirectly:
(i) send information or correspondence to Shareholders;
(ii) call Shareholders as part of an outbound call programme or other similar
communication; or
(iii) otherwise engage in proxy solicitation or other programme of canvassing of
Shareholders,
in connection with the Scheme (together, the “Bidder Shareholder Communications”),
without first providing the Target with a draft of the Bidder Shareholder Communication in a