Lodestone Energy - Product Disclosure Statement

Initial public offering of ordinary shares in Lodestone Energy Limited
28 September 2026
This document gives you important information about this investment to help you decide whether
you want to invest. There is other useful information about this offer on https://disclose-register.
companiesoffice.govt.nz/. Lodestone Energy Limited has prepared this document in accordance
with the Financial Markets Conduct Act 2013. You can also seek advice from a financial advice
provider to help you to make an investment decision.
Product
Disclosure
Statement

1. Key Information
Summary
What is this?
This is an offer of ordinary shares in Lodestone Energy Limited.
Ordinary shares give you a stake in the ownership of Lodestone.
You may receive a return if Lodestone increases in value and
you are able to sell your ordinary shares at a higher price than
you paid for them.
If Lodestone runs into financial difficulties and is wound up, you
will be paid only after all creditors have been paid. You may lose
some or all of your investment.
About Lodestone
Lodestone was founded in 2019 to bring utility-scale solar
1
to
the New Zealand electricity market. We develop, construct and
operate utility-scale solar farms across New Zealand and sell
the electricity we generate directly to consumers. Our vertically
integrated business model combines solar farm development,
construction management, operations and maintenance,
electricity generation sales and retail capability, allowing us
to control more of the value chain as we scale.
Since our founding, we have commissioned five solar farms with
a combined operating capacity of 169 MWdc
2
, representing
expected annual generation of 266 GWh
2
of first-year P50
electricity generation
2
and the equivalent of enough electricity
to power more than 33,000 homes annually.
3
We are currently
constructing our sixth solar farm and plan to have 16 to 18
operating solar farms by FY32F.
For more information, see Section 2 (Lodestone and what it
does) of this PDS.
Purpose of this Offer
The purpose of this Offer is to raise capital to facilitate Lodestone’s
growth through the continued construction of new solar farms
within our development pipeline and the expansion of our
customer base as well as general corporate purposes. In addition,
some of the proceeds will be used to fund Offer costs. The Offer
is seeking to raise up to $100 million, with a minimum amount of
$75 million required to be raised for the Offer to proceed. Our
growth plan through to FY32F is based on raising $100 million,
and if we raise less than that amount, we may need to source
additional funding by FY30F. The Offer is not underwritten.
You can find more information about the use of the proceeds
of the Offer in Section 3 (Purpose of the Offer) of this PDS.
Key terms of the Offer
These dates are indicative only and may change. Lodestone,
with the agreement of the Joint Lead Managers, reserves the
right to vary or extend these dates and to withdraw the Offer
at any time before the date on which Shares are first allotted.
Lodestone may also accept late Applications (either generally
or in individual cases) at its discretion.
Description of
the Shares
Ordinary shares
Offer Price$2.25 per Share
Offer opens29 September 2026
Offer closes14 October 2026
Bookbuild 14 October 2026
Expected
commencement
of trading
on NZX
Main Board
22 October 2026 (Shares will be allotted
no later than the Business Day prior to the
commencement of trading).
Total number
of Shares being
offered under
the Offer
Up to 44,444,445 Shares (being 21.5%
of the total Shares on issue immediately
following the Offer
4
), representing total
Offer proceeds of up to $100 million,
with a minimum amount of $75 million
(representing 33,333,334 Shares, being
17.0% of the total Shares on issue
immediately following the Offer
4
) required
to be raised for the Offer to proceed.
Liabilities, fees
and charges
If you sell your Shares, you may be
required to pay brokerage or other sale
expenses. You may also be liable for tax
on the sale of your Shares. You should
seek your own tax advice in relation to
your Shares.
1. Utility-scale solar refers to the generation of electricity from a large, ground-
mounted solar power plant developed on a commercial scale primarily for
supply to the national electricity grid rather than for on-site consumption.
2. This PDS uses a range of technical and industry-specific terms. For an explanation
of key technical terms used in this PDS, see the call-out box on page 13.
3. Based on average annual electricity consumption of 8 MWh per year
per household.
4. Calculated on the basis that 233,934 Shares are issued on the Allotment Date
to ESS participants who have exercised options prior to the date of this PDS.
Lodestone Product Disclosure Statement
2

How you can get your money out
Lodestone intends to quote these Shares on the NZX Main
Board. This means you may be able to sell them on the NZX
Main Board if there are interested buyers. You may get less
than you invested. The price will depend on the demand for
the Shares.
Key drivers of returns
Lodestone is a growth company and does not expect to pay
distributions during the Target FY32F Period. Instead, returns
will depend on the execution of our growth strategy and our
financial performance and how this is reflected in the value of
our Shares. No returns are guaranteed.
Aspects of Lodestone’s business which
drive financial performanceKey strategies and plans
The number of operating solar farms, generation and
sales volumes
Lodestone’s ability to increase its operating solar farms,
electricity generation and electricity sold to customers is a key
driver of revenue. Lodestone’s ability to deliver this growth
is supported by its development pipeline, internal delivery
capabilities and electricity sales strategy.
– Progress Lodestone’s development sites and secure
new sites to refresh the pipeline as sites move through
to construction and operation.
– Continue to construct additional solar farms using
Lodestone’s internal development, engineering,
procurement, construction (“EPC”) management and
operating capabilities.
– Continue to sell generation from each solar farm to a
mix of large and small commercial and industrial (“C&I”)
customers, whilst diversifying the customer base with
mass-market consumers through the launch of our mass-
market retail strategy.
– Continue to use Firming and Shaping, electricity market
trading capability and hedges to manage electricity
demand matching and Wholesale Market exposure.
Solar farm development and construction
Lodestone’s ability to regularly develop and construct new solar
farms on time and on budget is a key driver of revenue and
profitability, as the addition of new operating solar farms to our
portfolio expands our generation capacity and increases the
electricity available for sale to consumers. The construction of
new solar farms is expected to be funded through a combination
of equity raised under this Offer, project-level equity financing
from strategic partners, project-level debt financing, operating
cash flows and cash on our balance sheet.
– Target construction of 2 to 3 new operating solar
farms per annum to increase installed capacity and
electricity generation.
– Maintain a high-quality development pipeline to support
forecast growth to 802 to 888 GWh by FY32F.
– Leverage our repeatable site selection and development
model, together with our internal development capability,
to support the regular delivery of new solar farms on time
and on budget.
– Fund construction of new solar farms using Offer
proceeds together with project-level debt financing,
strategic partnerships and operating cash flow.
3

Aspects of Lodestone’s business which
drive financial performanceKey strategies and plans
Electricity sales, customer mix and mass-market retail
Electricity sales volumes, achieved prices, and customer mix are
key drivers of Lodestone’s revenue. The successful launch and
scaling of Lodestone’s mass-market retail strategy is expected
to support revenue growth and diversify customer credit
exposure by increasing electricity sales volumes and broadening
Lodestone’s customer base. As C&I customers and mass-market
retail customers have different pricing, consumption and cost to
serve characteristics, any change in customer mix may also affect
revenue and margins.
– Commence selling electricity to mass-market retail
customers in late 2026 using a product that mimics
the “virtual rooftop” contract (“VRC”) offering currently
provided to our C&I customers, as described in
Section 2 (Lodestone and what it does) of this PDS.
– Expand our retail offering into each region alongside
the construction of a solar farm in that location (including
regions with existing solar farms), with locally sourced
renewable generation notionally matched to demand
as a key customer proposition.
– Continue selling generation to a mix of large and small
C&I customers while diversifying our customer base with
mass-market retail customers.
– Tailor VRC pricing to customer usage and solar farm
output, to price customer supply based on each
customer’s consumption profile.
– Maintain a majority of the volume we supply to C&I
customers under longer-term VRCs with terms of 5 to 20
years, to provide more revenue visibility than the 1 to 3
year industry norm for the C&I market.
5

In-house construction management and operations and
maintenance (“O&M”) capabilities
Our in-house development, construction management, O&M
and retail capabilities are key drivers of profitability, as they
support cost control, operational efficiency and operating
leverage as our solar farm portfolio and customer base grow.
– Continue managing EPC functions internally, to reduce
reliance on external EPC providers.
– Continue transitioning maintenance in-house to enable
a more efficient and effective operating model.
– Use our Solar Operations Centre for real-time oversight,
to support operating performance across our portfolio.
Energy margin and Wholesale Market management
The strategies we use to manage energy margin, including
managing the gap between customer demand and solar
generation through Wholesale Market purchases, hedge
settlements and third-party electricity costs, are a key driver
of profitability.
– Continue to use our VRC model to match 100% of a C&I
customer’s electricity needs to our solar generation.
– Continue to use our electricity market trading team,
systems, internal models and processes to manage
Wholesale Market risk by Firming and Shaping solar
and customer demand.
– Contract with third parties for short and long-term hedges
to manage Wholesale Market risk.
Access to strategic partnerships
Strategic partnerships are a key driver of capital efficiency
and profitability, as they reduce the capital we are required to
contribute to develop each solar farm, support our planned
build programme, and contribute to earnings through margin
achieved for development and construction management and
fees for O&M services at jointly owned sites.
– Deliver the Ongaonga Road solar farm through the 50/50
JV with Centralines.
– Continue to establish strategic partnerships to bring
further build opportunities into the Lodestone pipeline,
share the equity capital requirements, and leverage
partner community relationships.
– Maintain a diversified funding strategy across
multiple capital sources, to support construction of
future solar farms.
You should read this table in conjunction with Section 2 (Lodestone and what it does) of this PDS.
5. Based on C&I contract term data collected by Total Utilities, an independent
energy procurement adviser, through the electricity procurement processes it
runs for its clients, as at August 2026.
Lodestone Product Disclosure Statement
4

Key risks affecting this investment
Investments in shares are risky. You should consider if the
degree of uncertainty about Lodestone’s future performance
and returns is suitable for you. The price of these Shares should
reflect the potential returns and the particular risks of these
Shares. Lodestone considers that the most significant risk
factors that could affect the value of the Shares are:
Funding availability risk
In addition to the capital to be raised under the Offer,
Lodestone requires ongoing access to debt and strategic
partner funding to achieve its growth strategy of building
2 to 3 new utility-scale solar farms per year. If access to
funding is not available, we may be unable to construct
the planned number of new operating solar farms within
expected timeframes. This could have a material adverse
impact on our financial performance.
Development and construction risk
The value from Lodestone’s growth strategy depends on
us being able to deliver projects across our development
pipeline on time and within budget. Development and
construction related risks include projects failing to progress
to construction, higher construction costs, schedule delays,
loss or damage to major equipment that we procure directly
and reliance on key specialist subcontractors. If we are
unable to bring our development pipeline to a construction-
ready state on time or at all, if costs materially exceed
expectations or if projects are significantly delayed we may
be unable to construct the planned number of new solar
farms in the expected timeframes, which may adversely
affect our financial performance.
Customer risk
Lodestone currently relies on a relatively concentrated
number of C&I customers and plans to diversify our
customer base through the launch and scale of our mass-
market retail business. If our mass-market retail strategy
does not achieve planned customer acquisition and
retention levels we may remain more dependent on lower
margin C&I contracts, which could affect our financial
performance and growth trajectory. A major C&I customer
failure or default could leave significant generation
unmatched with demand and expose us to Wholesale
Market prices.
Energy pricing risk
Lodestone’s electricity revenue may be affected by declines
in C&I or mass-market electricity prices which may be
affected by changes in Wholesale Market prices over time.
Wholesale Market prices could be affected by competitors
building more renewable generation than is required by
customer demand, changes in daytime prices caused
by excess solar supply or changes in Loss Factors. Lower
prices for sustained periods could impact the economics
of building new solar farms and reduce revenue from
unmatched generation. Lodestone may also be adversely
affected if Wholesale Market prices are materially elevated
during periods of generation shortfall, when we need
to purchase electricity in the Wholesale Market to meet
our contractual supply obligations which could affect our
financial performance.
This summary does not cover all of the risks of investing
in ordinary shares. You should also read Section 8 (Risks
to Lodestone’s business and plans) of this PDS.
Where you can find Lodestone’s
financial information
The financial position and performance of Lodestone are
essential to an assessment of this Offer. You should also read
Section 7 (Lodestone’s financial information) of this PDS.
Whitianga Solar Farm (Pāmu Rā ki Whitianga)
5

Kaitaia Solar Farm (Kohirā)
Lodestone Product Disclosure Statement
6

Contents
1.Key Information Summary2
Letter from the Chair9
2.Lodestone and what it does10
3.Purpose of the Offer44
4.Key dates and Offer process45
5.Terms of the Offer46
6.Key features of the Shares50
7.Lodestone’s financial information51
8.Risks to Lodestone’s business and plans63
9.Ta x72
10.Where you can find more information73
11.How to apply74
Warning statement – issued
to Australian investors
75
12.Contact information76
Glossary78
7

Whitianga Solar Farm (Pāmu Rā ki Whitianga)
Lodestone Product Disclosure Statement
8
Lodestone Product Disclosure Statement

Letter from the Chair
6. Based on average annual electricity consumption of 8 MWh per year
per household.
Dear Investor,
On behalf of the Board of Lodestone Energy Limited, it is my pleasure to invite
you to become a shareholder in our Company.
Lodestone’s vision for New Zealand is to have “a solar farm in every community”.
In the short time since Lodestone was established in 2019 we believe we have
demonstrated that this vision is achievable. We have developed, built and
commissioned five utility-scale solar farms with a combined operating capacity
of 169 MWdc – enough to generate around 266 GWh of electricity in a typical year
and the equivalent of enough electricity to power more than 33,000 homes.
6
We have built a vertically integrated business spanning development, construction,
operations and electricity retailing. This vertical integration gives us the ability to
maximise value from our business model. At the heart of our offering is the “virtual
rooftop” contract, which we introduced to the New Zealand market in 2022. It allows
C&I customers to access the benefits of solar generation without installing solar
panels on their own premises. Household names such as The Warehouse Group,
Inghams, Halls, Pink Batts and Briscoes are already among our customers.
Our ambition is to keep building. We are constructing our sixth solar farm and
plan to construct over 10 additional solar farms by FY32F, targeting total annual
generation in excess of 800 GWh. To achieve this, we intend to bring 2 to 3 new
solar farms into operation each year, drawing on an established development
pipeline. We have begun selling electricity to mass-market retail customers,
extending our proposition to households and small businesses in the communities
where we operate.
The purpose of this Offer is to raise capital to fund the continued construction of
new solar farms and the expansion of our customer base. The Offer is seeking to
raise up to $100 million, with a minimum raise of $75 million and is not underwritten.
Our existing shareholders – including co-founder and Managing Director Gary
Holden, and long-standing supporters such as Guy Haddleton, Sam Morgan
and Stephen Tindall – are not selling any Shares in the Offer and will remain
invested alongside you. Consistent with our focus on growth, we intend
to reinvest our operating cash flows into the business.
This PDS contains detailed information about Lodestone and this
investment opportunity. I encourage you to read it closely and consider
in particular Section 8 (Risks to Lodestone’s business and plans) of this
PDS before making your investment decision.
On behalf of the Board, thank you for considering this opportunity to
invest in Lodestone and in New Zealand’s renewable energy future.
Yours sincerely,
Jack Matthews
Chair, Lodestone Energy Limited
9

2. Lodestone and
what it does
Whitianga Solar Farm (Pāmu Rā ki Whitianga)
Lodestone Product Disclosure Statement
10

Introduction to Lodestone
Lodestone was founded in 2019 with a vision to bring utility-scale solar to the
New Zealand electricity market. Our strategy is based on our vision to have “a solar
farm in every community” that is integrated into the existing electricity grid. We plan
to develop a widely distributed network of solar farms and serve the electricity needs
of local communities and C&I customers across New Zealand.
We have established a business model that includes an innovative “virtual rooftop”
sales proposition
7
combined with the development of internal capability and expertise
to develop, construct and operate solar farms. This internal capability has enabled us
to develop and refine a repeatable formula delivering solar farms at a regular cadence,
while reducing our reliance on third parties for these services.
We now have five operational solar farms, are constructing our sixth, and are well-
progressed in the design phase of the seventh.
8
We plan to complete construction
of an additional 9 to 11 solar farms by FY32F for a total of 16 to 18 operating solar
farms. Currently we sell the generation from each solar farm to a mix of large and small
C&I customers and have a plan to expand our customer base with mass-market retail
consumers. Collectively, Lodestone aims to represent 2% of the electricity retailing
market in New Zealand by FY32F.
9
7. Lodestone’s VRC is detailed on page 22.
8. As at the end of FY26A, Lodestone had commissioned four solar farms at Kaitaia, Edgecumbe, Waiotahe
and Whitianga. Our fifth solar farm, at Clandeboye, achieved first power in August 2026.
9. The electricity retailing market includes C&I and mass-market retail customers.
11

Lodestone Energy Limited is the parent company of the
Lodestone Group and is expected to be listed on the NZX
Main Board on completion of the Offer with the ticker code
“LOD”. We sell electricity to customers primarily through
Lodestone Energy Limited, with Lodestone Solar Limited also
holding some power purchase agreements (“PPAs”) directly.
Lodestone Solar Limited holds our first five solar farms, while
our Ongaonga Road solar farm is held via a limited partnership
with Centralines. New entities will be established for future
solar farm strategic partnerships as required.
Since founding, we have completed four equity capital raises
and raised approximately $200 million in equity. Equity has
been sourced from a number of institutional and private
investors, including several investors that have participated
in multiple capital raisings. Our investors include co-founders
Gary Holden (who is our Managing Director) and Guy
Haddleton and other business leaders such as Sam Morgan
and Stephen Tindall. In addition, Jarden Principal Investments,
Fisher Funds and Purpose Capital have supported us through
our initial growth period and will remain shareholders following
completion of the Offer. No existing shareholders will sell
Shares in the Offer, and they will be subject to the escrow
arrangements described in Section 5 (Terms of the Offer)
of this PDS.
Lodestone Energy
Holdings No.1 Limited
Lodestone Solar Limited
LODESTONE ENERGY LIMITED
(issuer and holding company)
100%100%100%
100%
100%
100%
50%
Lodestone
Energy Holdings
No.2 Limited
Lodestone
Construction
Limited
Lodestone
LP Holdings
Limited
Lodestone
Management
Services Limited
Ongaonga
Road Solar
Farm Limited
Partnership
Lodestone Product Disclosure Statement
12

Groundbreaking with partner Centralines at Ongaonga Road
Key terminology used throughout this PDS
Electricity capacity is measured in megawatts direct current
(“MWdc”) and represents the maximum nameplate output of
the solar panel arrays, under standard test conditions, of a solar
farm (or portfolio of solar farms). Electricity generated by the
solar panel arrays is converted to a form suitable for distribution
into the electricity grid through inverters at the solar farm. The
capacity of a solar farm is therefore a function of both solar
panel array size and inverter and transformer capacity.
Electricity generation is measured in gigawatt hours (“GWh”)
and represents the total volume of electricity generated from
a solar farm (or portfolio of solar farms). Transmission and
distribution of electricity over long distances results in losses so
the amount of electricity generated by a site may not reflect the
amount of electricity available to be sold.
P50 generation refers to the median estimated annual
electricity generation of a solar farm (or portfolio of solar farms),
derived from probabilistic energy yield assessments conducted
by independent technical advisers, and is measured in GWh.
P50 estimates are market-standard for energy modelling, as
they reflect an equal likelihood of actual generation being either
above or below the estimate. Unless otherwise stated, P50
reflects forecast plant and network availability and network Loss
Factors. P50 estimates are typically expressed based on a first
year of generation because electricity generation for solar farms
is expected to reduce over time due to solar panel degradation
(by no more than 2.0% in the first year following installation
and by approximately 0.45% per annum from year 2 to year
30 after installation). Any degradation in excess of these levels
is covered via a performance warranty with the solar panel
manufacturer. In addition, the latest view of P50 generation
for a given site continues to be calibrated against historical
generation performance of that site. This forms the basis for
all electricity generation forecasts in this PDS, including the
Target Metrics.
Electricity pricing and margins are presented on a $ per
megawatt hour basis ($ / “MWh”) due to ease of readability
and comparison (1,000 MWh is equivalent to 1 GWh).
13

Lodestone's
future metrics
16-18
Farms
9
Farms
5
Farms
802-888
GWh
389-416
GWh
266
GWh
TARGET FY32FTARGET FY29FTODAY
Our business at a glance
Our business is focused on constructing solar farms in
communities throughout New Zealand and matching the
electricity generated from our solar farms to demand from
consumers in those communities.
The proceeds raised from the Offer will facilitate the continued
construction of new solar farms and the expansion of our
customer base and be used for general corporate purposes.
We plan to have 16 to 18 operational solar farms by FY32F
with expected electricity generation of 802 to 888 GWh
in that period.
We have achieved many milestones in our short history. As at
the date of this PDS, we have a portfolio of five operational
solar farms, we are a registered electricity retailer and we have
entered into national supply contracts with significant C&I
customers including The Warehouse Group, Inghams, Halls,
Pink Batts, Open Country Dairy and Briscoes.
We have the internal capabilities to become a vertically
integrated “gentailer” with the ability to develop, construct and
operate solar farms and sell electricity directly to consumers.
These capabilities, combined with our development pipeline,
position us well to deliver our next phase of growth.
Construction at Edgecumbe Solar Farm (Rangitaiki)
Lodestone Product Disclosure Statement
14

Timeline of our key
milestones to date
The next chapter is already
under construction
2019
2023
2022
2024
2026
2025
Lodestone is founded
Lodestone is founded as
grid scale solar becomes
cost competitive
Second solar
farm underway
Our second solar farm
commences construction
First VRC
Our first solar farm
commences construction
and an MoU signed in
respect of our first VRC for
The Warehouse Group
First generation
First two solar farms begin
operations, construction
underway on third and fourth
solar farms and Inghams
contract signed
End-to-end integration
First strategic partnership
solar farm commences
construction and mass market
retail strategy launched
First strategic partner
Fifth solar farm underway,
strategic partnerships
initiated, and we develop
mass market retail strategy
15

Our growth plans are supported by a pipeline of potential
solar farm developments, and we expect to continue securing
new sites to refresh our pipeline as we progress sites through
to construction and operation.
The growth of our platform is supported by expertise that we
have built across our core internal competencies including:
Solar farm development
The identification of potential site locations, solar farm
design, resource consenting, community engagement,
and debt financing.
Solar farm construction and operations
Managing the construction of new solar farms and ongoing
management and maintenance of our operational solar
farms. Our internal team has managed the engineering and
procurement for all solar farms to date and will manage all
construction activities for future solar farms. Our internal
team centrally manages the operations of all solar farms and
is transitioning all maintenance work from an outsourced
model to in-house.
Electricity retailing and sales
The contracting of our electricity generation to C&I customers
through a variety of innovative VRCs. We have the internal
capabilities to be able to operate a mass-market retail business,
which, when operational, will provide us with an additional
source of electricity demand. We are currently testing our
mass-market retail offering with a select focus group and have
begun selling electricity to mass-market retail customers in
Hawke’s Bay. We also contract with third parties for hedges
to manage our electricity demand matching and Wholesale
Market exposure.
Central Hawke’s Bay retail campaign
Lodestone Product Disclosure Statement
16

Our current solar portfolio
and key metrics
12

ONGAONGA ROAD
CLANDEBOYE
HALDON
KAIRANGA
MT SOMERS
DUNSANDEL
GISBORNE
MCIVER
WHITIANGA
KAITAIA
DARGAVILLE
WAIUKU
EDGECUMBE
BUTE 2
BUTE 1
WAIOTAHE
OPERATING /
CONSTRUCTION
PRE-CONSTRUCTION
SHOVEL-READY
DEVELOPMENT
16 9
MWDC OF
ELECTRICITY CAPACITY
290,000
SOLAR PANELS OPERATING
34
EMPLOYEES AS AT
30 JUNE 2026
+33,000
HOMES ABLE TO BE
POWERED
11
266
GWH OF
ELECTRICITY GENERATION
5
FARMS IN OPERATION
339
UNIQUE ICPS SERVED
10
10. As at 31 May 2026.
11. Represents the equivalent number of average New Zealand households that
could be supplied, based on average annual electricity consumption of 8 MWh
per year per household.
12. All metrics are as at the date of this PDS unless otherwise stated. Dargaville,
Waiuku and Haldon are not planned to be constructed in the Target FY32F
Period.
17

The New Zealand electricity market at a glance
We operate in the New Zealand electricity market, which is a
largely vertically integrated system dominated by four major
gentailers. They are Contact Energy, Genesis Energy, Mercury
Energy and Meridian Energy who collectively accounted for
approximately 89% of the generation market for the year ended
30 June 2026.
13
The remaining 11% market share is split across
a number of independent generators (including Lodestone).
New Zealand’s electricity generation mix comprises mainly hydro,
geothermal, wind, solar, and thermal generation. MBIE expects
electricity demand in New Zealand to grow by 21% from 2025 to
2035, driven by population growth, increased electrification of
industry and transport, and data centre growth.
14
Developers are
progressing new renewable developments across the country
to meet this additional demand, including gentailers as well as
other independent generators.
New Zealand is well positioned for a future increasingly
powered by solar energy. Extensive hydro storage allows
intermittent renewable generation to be integrated at scale
while maintaining system reliability and security of supply.
Hydro storage can effectively act as a large-scale renewable
battery. During periods of strong sunshine, hydro generators
can conserve water in their reservoirs while solar energy meets
current customer demand.
GENERATION
MARKET SHARE
(GWh)
Meridian Energy
33%
Mercury Energy
20%
Contact Energy
23%
Genesis Energy
13%
Other
11%
13. For the year ended 30 June 2026 based on generation data from MBIE and
company reports.
14. MBIE, Electricity demand and generation scenarios. Reference scenario has
been applied.
Lodestone Product Disclosure Statement
18

Generators commonly inject electricity into the national
grid, which Transpower (a state-owned enterprise) owns and
operates, before distributing it to the local electricity networks
that electricity distribution businesses (“EDBs”) own and
operate.
15
Each of the EDBs is responsible for connecting the
local electricity networks to end customers. The key consumers
of electricity in New Zealand are residential, industrial and
commercial users.
Mass-market retail customers (including small businesses
and households) purchase their electricity under open plan
contracts from electricity retailers. C&I customers typically
purchase electricity under fixed term contracts or through
PPAs entered into directly with a gentailer. To match generation
supply and demand, generators, retailers and end-users enter
into hedging agreements. Participants in the New Zealand
electricity market employ various traded products to manage
risk. This includes wholesale spot markets, futures electricity
markets, over-the-counter derivatives markets, and transmission
markets (collectively the “Wholesale Market”).
Historically, independent retailers in New Zealand have
demonstrated an ability to win market share (independent
retailers currently represent ~13% of market share by ICP).
16

However, a competitive disadvantage has been the lack of
generation to back demand and constrained liquidity in the
futures market, which means that independent retailers have
more direct exposure to wholesale spot prices than gentailers.
During times of elevated wholesale spot prices, independent
retailers can face profitability challenges given their inability
to pass elevated electricity purchasing costs on to their retail
customers. We believe that we will be less impacted by this
challenge given our vertically integrated business model and
a significant portion of our electricity sold is matched to our
own generation.
Further information on the New Zealand electricity market and
New Zealand’s forecast electricity demand can be found in the
Other Material Information available on the Offer Register.
Managing Director Gary Holden
15. The majority of EDBs in New Zealand are owned by local councils or consumer
trusts with some privately owned.
16. Independent retailers account for 13% of active ICPs based on the Electricity
Authority’s market share snapshot as at 31 July 2026.
19

Our business highlights
We have an established track record of consenting,
building and contracting solar farms
We have five operational solar farms with an operating capacity
of 169 MWdc (or first-year P50 generation of 266 GWh), the
equivalent of enough electricity to power more than 33,000
homes annually
17

✓Our team has a track record of sourcing high-quality
sites and successfully delivering solar farms through
to operation, demonstrating significant experience
and execution strength
✓Our first solar farm, Kaitaia, has been operational since
March 2024, and an additional four solar farms are now
in operation
✓Having undertaken the engineering and procurement
and closely overseen construction of our first five solar
farms, we are now leveraging that experience to manage
construction of our sixth solar farm
01.
Established development pipeline and capability
We have a high-quality development pipeline and forecast
402 to 457 MWdc of total new capacity to be delivered
by FY32F (representing 598 to 684 GWh of first-year P50
electricity generation)
✓We have a portfolio of consented and grid-approved sites
that are suitable for solar electricity generation
✓Sites are targeted in proximity to major load centres while
diversifying geographic risk
✓A diverse, flexible development approach allows us to
prioritise sites to meet customer needs
02.
Operating
Construction
Pre-construction
Shovel-ready
Development
Early-stage
Total
169
123
159626
115
31
29
BUILD TO FY32F CAPACITY (MWdc)
Operations at Whitianga Solar Farm (Pāmu Rā ki Whitianga)
17. Based on average annual electricity consumption of 8 MWh per year
per household.
Lodestone Product Disclosure Statement
20

In-house capabilities
Our vertically integrated model is designed to give us control over
the development process and supports operational efficiency
✓Over the past five years, we have built the capability to
develop, design, procure and manage the construction of
our own solar farms and now intend to provide all these
services in-house (with less reliance on third parties). This
helps ensure a low cost to build by minimising outsourcing
✓We consider this a more sustainable model which
improves unit economics and allows for full control over
the process
✓In-house capabilities simplify the contracting process and
allow faster solar farm completion
03.
04.
INDICATIVE PROJECT METRICS
CONSTRUCTION
PROCUREMENT
PROJECT ORIGINATION
18. Project cost range is based on the estimated capital cost for projects
that Lodestone intends to construct during the FY32F Target Period.
GWh is based on the estimated first year P50 generation inclusive of
plant and network availability and Loss Factors. Capital costs include
development costs, EPC costs (but not any EPC margin for a non-JV
site), transmission costs, owners costs, financing costs, contingency
but exclude land costs. For JV sites, the project cost is based on
Lodestone’s portion of the total capital cost.
19. EBITDAF range based on a near-term Lodestone project. The lower
end of the range assumes that all electricity is sold to C&I customers
and that the solar farm is 100% owned by Lodestone. The upper end
of the range assumes that all electricity is sold to mass-market retail
customers and that the solar farm is held through a JV.
FULL DELIVERY MODEL
Attractive solar farm economics from end-to-end
business model
Our proven development model delivers a low cost-to-build
and attractive project economics that are enhanced through our
retailing strategy
Our experience in developing solar farms combined with our
in-house delivery model enables Lodestone to develop solar
farms at an attractive cost-to-build relative to industry peers.
Combined with our vertically integrated business model this
allows Lodestone to deliver more attractive earnings at a lower
capital cost compared to the typical solar farm development
model. We can generate this as a result of:
✓Our solar farm delivery experience which has enabled
Lodestone to reduce the cost of construction relative to
earlier projects
✓Margin capture of in-house construction reducing
upfront capex
✓Our sales model that targets both C&I and mass-market
retail customers that typically deliver higher prices than
traditional PPAs
✓ Use of strategic partnerships which reduce Lodestone’s
capital commitment to projects by a higher factor than the
reduced EBITDAF
METRICTARGET RANGE
PROJECT
COST
$M / GWH
$0.81–$0.95
18

PROJECT
COST
$M / MWDC
$1.20–$1.46
YEAR 1 EBITDAF
YIELD OF
PROJECT COST
12–20%
19

21

Innovative Virtual Rooftop Contracts
Our innovative VRC structure helped remove the traditional
barriers
20
to entry of serving the C&I market
✓Our contracts supply all of the electricity needs of our
C&I customers’ contracted sites
✓The VRC model simulates rooftop solar but with lower
cost, no capital expense and more flexibility
✓The VRC model allows us to serve C&I customers that
have a national footprint, even where they are not directly
connected to a solar farm
✓We currently serve over 300 sites across our existing
C&I customers using this model
05.
Well-established customer base
Our customers include large corporates that have a national
presence, illustrating our ability to tailor our offering to meet
customer needs
✓Our customers include large scale household names that
often have multiple connection points and high daytime
electricity demand
✓We have historically matched all electricity generation
from our operating and under construction solar farms
to contracted customer demand, demonstrating the
desirability of our offering
06.
LONG-TERM COMMERCIAL CONTRACTS IN PLACE
20. Traditional solar PPA contracts, which are detailed in The New Zealand
electricity market at a glance section on page 19, require C&I customers to
purchase electricity from other sources when their contracted right to purchase
electricity from a specific solar farm does not meet their electricity needs.
CUSTOMER HEATMAP BY ICP
339 unique ICPs
Lodestone Product Disclosure Statement
22

07.
Experienced management team, supported
by high-quality governance
With extensive experience in the renewable energy sector, our
management team has successfully delivered our first five solar
farms and is well positioned to oversee our growth plans
✓High-performing management and governance culture
focused on delivering our growth plan
✓Our management team has broad industry experience
from development and construction through to retailing
and regulation
✓Our Board is comprised of members with experience
in key areas of Lodestone’s operations across renewable
energy as well as listed issuer governance
Lodestone’s management team, from left to right: Peter Apperley – General Manager Engineering, Sarah McHardy – General
Manager Customer, Brendan McNamara – General Manager Legal, Viv Palmer – General Manager Human Resources,
Gary Holden – Managing Director, Chris Jewell – Chief Financial Officer, Justin Holden – General Manager Wholesale and
Richard Pearce – Chief Operating Officer.
23

We develop solar farms
We have been developing utility-scale solar farms in
New Zealand since our founding in 2019. Since inception we
have developed five operational solar farms and are targeting
16 to 18 solar farms by FY32F. Achieving this growth requires us
to have a streamlined and effective development strategy that
delivers new solar farms into operation on a regular cadence.
We plan to establish a widely distributed network of solar farms
that serve local communities across New Zealand. To support
this, we source sites for our solar farms near population centres
or C&I customers, and target locations with high irradiation,
low-cost interconnections to distribution networks, flat and
geologically consistent land with a footprint of 40 to 80 ha.
We typically design our solar farms to be standardised with
electricity capacity of 25 to 35 MWdc and expected annual
electricity generation from 45 to 55 GWh per year.
Our solar farms are built on agrivoltaic principles, allowing
livestock to continue grazing on the same land occupied by
the solar arrays. This dual-use approach supports ongoing
agricultural productivity, reduces vegetation management
and mowing costs, and provides an additional ancillary
revenue stream.
Development pipeline
We have a development team which identifies, designs and
acquires consents on solar farm opportunities. Since 2022,
the development team has successfully acquired rights to
land (either through ownership, leasing or options) for over
15 sites. Our development team continues to focus on
identifying and securing further potential sites that are suitable
for solar electricity generation and advancing our sites
through design and consenting to reach shovel-ready status.
21

At any one time we aim to maintain a sufficiently advanced
development pipeline to support approximately three years
of future growth.
Our development pipeline is made up of solar farms at various
stages of development. The projects detailed in the table
below are those currently regarded as the highest priority sites
which underpin our business plan and target of having 16 to 18
operational solar farms by FY32F (representing an additional
11 to 13 solar farms beyond our current portfolio of five
operational solar farms):
–In construction: Ongaonga Road in Hawke’s Bay
(our sixth solar farm)
–Next seven sites: following Ongaonga Road, the next
seven sites expected to be constructed are Kairanga, Bute
1, Bute 2, Gisborne, Dunsandel, Mount Somers and McIver
(collectively, including Ongaonga Road, the “Named Sites”).
–Future unnamed sites: Beyond the Named Sites, we expect
to construct a further 3 to 5 solar farms by FY32F. At this
stage, we have assumed that these are generic, proxy solar
farms for financial forecasting purposes (based on the profile
of a typical Lodestone solar farm). We expect that these
generic solar farms will be sites from our full development
portfolio when they have advanced to an appropriate
stage of development or newly identified sites. This may
include the Dargaville and Waiuku sites included in the
development pipeline of highest priority sites below.
Some of the sites in our current and future development
pipeline may be larger than our typical solar farms and could
result in less than 16 to 18 operational solar farms by FY32F
but still deliver the same target electricity capacity.
21. We define “shovel-ready” as a development site that has completed a series
of internal gates (which include grid connection approvals, resource consents,
geotechnical analysis, land access agreements and preliminary design) and is
ready to begin the path to finalise construction planning, financing and other
agreements required before construction can begin.
Lodestone Product Disclosure Statement
24

SITEREGIONSTATUSCAPACITYCONSENTS
GRID
CONNECTION
STATUS
NAMED SITE
IN TARGET
METRICS
Ongaonga RoadHawke’s BayConstruction31 MWdcConsentedContractedYe s
KairangaManawatuPre-construction29 MWdcConsentedSecuredYe s
Bute 1ManawatuShovel-ready26 MWdcConsentedSecuredYe s
DunsandelCanterburyShovel-ready89 MWdcConsentedSecuredYe s
Mt SomersCanterburyDevelopment23 MWdcConsentedSecured
22
Ye s
Bute 2ManawatuDevelopment38 MWdcSubmittedSecuredYe s
Gisborne
23
GisborneDevelopment28 MWdcPreparingStudiedYe s
McIverWaikatoDevelopment34 MWdcPreparingStudiedYe s
Haldon
24
CanterburyDevelopment220 MWdcConsentedStudiedNo
Dargaville
25
NorthlandDevelopment34 MWdcPreparingPendingNo
Waiuku
23
AucklandDevelopment65 MWdcPreparingStudiedNo
TOTAL
617 MWdc
Reviewing and assessing potential development sites is
an integral part of our business model and growth strategy.
In addition to the pipeline outlined above, we have identified
a number of sites which are in earlier stages of development
and which we will continue to investigate suitability for
development. While our development sites will typically be
at different stages of progress, we seek to maintain flexibility
in our development pipeline and prioritise sites as required.
In addition to the value of our solar farm assets, we also own
$38 million of land across our operational solar farms and
development pipeline. We may lease, acquire or dispose of
interests in land for solar farm development in the future to
manage our development pipeline.
22. The grid connection approval for Mt Somers will expire and be resubmitted in
September 2026.
23. Lodestone has entered into conditional sale and purchase agreements to
acquire the land for the Gisborne and Waiuku sites. The remaining conditions
under those agreements are for the benefit, and within the control, of
Lodestone. Lodestone’s current intention is to sell and lease back the relevant
land at these sites once acquired.
24. Haldon is not included in the Target Metrics and is not factored into the
amount of equity we are seeking to raise in this Offer. The Haldon consent
decision is currently subject to two High Court appeals.
25. Whilst early-stage, we already own the land at Dargaville. Consent for
Dargaville is being varied to be a hybrid solar BESS model.
25

We manage the construction and operations of solar farms
Our existing solar farms and operational capabilities
We have five operating solar farms with generation capacity
totalling 169 MWdc. Our current solar farms have a first-year
P50 generation of 266 GWh. FY27 production to 31 July
2026 was 101% of the P50 generation forecast for the same
period. This compares to 98.7% of the P50 generation in
FY25A and 97.8% plant availability for the same period. The
plant availability improvements are a result of the continual
improvements in our operating and maintenance processes.
We delivered our initial solar farms using EPC contracts with
specialist third-party contractors who delivered each site for an
agreed fixed price. We deliberately structured the EPC contracts
for those first five solar farms to require a high degree of our
involvement, overseeing each contractor throughout delivery.
The hands-on approach that we took with our first five solar
farms, combined with targeted recruitment of experienced
personnel, has provided us with the experience and capability
to now manage the construction function in-house (we have
managed the engineering and procurement functions for all
solar farms constructed to date) and work directly with our
existing sub-contractors to effectively deliver our operating
solar farms.
Kaitaia
OPERATIONAL
March 2024
COST
26
$55m
($1.05M/GWH)
LAND
52 ha
OF OWNED LAND
SIZE
33 MWdc
26. Includes all construction-related costs but excludes financing, lease and land
ownership costs (as applicable).
Kohirā
Lodestone Product Disclosure Statement
26

Edgecumbe
OPERATIONAL
May 2024
COST
26
$52m
($1.01M/GWH)
LAND
50 ha
OF OWNED LAND
SIZE
32 MWdc
Waiotahe
OPERATIONAL
July 2025
COST
26
$65m
($0.93M/GWH)
LAND
64 ha
OF OWNED LAND
SIZE
43 MWdc
Te Herenga o Te Rā
Rangitaiki
27

Whitianga
Clandeboye
OPERATIONAL
January 2026
COST
26
$53m
($1.08M/GWH)
LAND
50 ha
OF OWNED LAND
SIZE
33 MWdc
OPERATIONAL
27
August 2026
COST
26
$40m
($0.93M/GWH)
LAND
42 ha
OF LEASED LAND
SIZE
28 MWdc
27. First power.
Our existing solar farms and operational capabilities cont.
Pāmu Rā ki Whitianga
Lodestone Product Disclosure Statement
28

In-housing of construction management
and maintenance capabilities
During FY26A, we established Lodestone Construction Limited
as our in-house EPC contracting entity, which we first deployed
for the construction of the Ongaonga Road solar farm (our
sixth solar farm), and we expect we will manage EPC of most
solar farms in our development pipeline, with the exception of
Haldon which, given its size, we intend to subcontract to a third
party experienced in constructing a solar farm of such scale.
In parallel, Lodestone has transitioned to an in-house
maintenance model, and we plan to complete the move from
third-party operators to local Lodestone staff, with Lodestone
performing the O&M function for all solar farms from the
fourth quarter of 2026. This transition will be supported by our
centralised management of solar operations which already
provides real-time oversight across the entire solar portfolio.
Operational experience is delivering lower costs
As Lodestone has gained experience in designing, procuring
and constructing solar farms, it has developed an increasingly
standardised and repeatable approach to development and
project delivery. We have refined our designs and use of
equipment across projects, together with a small group of
established, high-quality subcontractors that Lodestone has
worked with repeatedly. This continuity reduces the learning
curve between projects, improves construction productivity,
supports consistent quality and safety standards and enables
more effective early contractor engagement and design
optimisation, contributing to lower build costs and improved
project economics.
Lodestone has progressively brought the engineering and
management of commissioning and other EPC activities in-
house, allowing it to retain more of the value associated with
project delivery and to apply lessons learned directly from one
project to the next. Together, these factors have improved both
the economics and predictability of project delivery.
Lodestone’s current solar farm project, Ongaonga Road,
will be constructed at a cost of approximately $0.95m/GWh,
approximately 11% lower than the average construction cost
of Lodestone’s first five solar farms.
Centralised management of our solar operations
29

We sell electricity to our customers
Virtual Rooftop Contracting
In 2022, we introduced the first VRC to the New Zealand
electricity market for our C&I customers. By matching 100% of
a customer’s electricity needs to our solar generation it allows
us to compete with other gentailers. The VRC methodology
creates a price tailored to each customer based on their usage
and linked to the output of a specific solar farm. This approach
enables customers to access the economic benefits of solar
generation while avoiding the ownership, maintenance, funding
and physical requirements of a rooftop solar installation.
We currently serve our C&I customers across New Zealand at
339 installation control points (“ICP”). The typical terms of our
commercial VRCs are between 5 and 20 years, providing more
revenue visibility compared to the industry norm of 1 to 3 years
for the C&I market.
Firming and Shaping
The underlying VRC hedging concept is to match surplus
summer daytime volume periods with lower winter solar volume
periods and hedge the price difference accordingly. To support
our ability to offer full-service VRCs to C&I customers we have
an established electricity market trading team, systems and
risk controls.
Our electricity markets team balances our expected surplus
and purchase requirements through the Wholesale Market.
This enables us to reduce the variability of prices for
mismatched forecast volumes. Depending on the type of VRC
contract, the cost of matching supply and demand is either paid
directly by the customer or by us (and paid indirectly through
a higher contract price).
Our C&I customer strategy
We entered the New Zealand electricity market with a focus on
C&I customers. They provided a fast path to the market and a
way for us to develop our solar farm portfolio and operational
capabilities. Our customers include a cross section of industries
but have tended to be those that were contemplating rooftop
solar as an alternative to rising market prices. These customers
include some household names, such as The Warehouse Group,
Halls, Pink Batts, Inghams and Briscoes.
Our current customers

We have currently matched generation from our solar farms to
contracted demand from a mix of C&I, small commercial and
residential customers. We have a track record of our contracts
operating effectively through different seasons and hydrology
conditions, thereby demonstrating an ability to operate across a
range of market conditions. As we develop our sales model with
the inclusion of mass-market retail, we will become less reliant
on C&I customers for the offtake from our solar farms.
INDICATIVE ANNUAL SUPPLY/DEMAND PROFILE
JanFebMarAprMayJunJulAugSepOctNovDec
Annual
solar profile
Indicative annual
user demand,
weighted monthly
Excess salesExcess sales
Electricity
purchases required
Lodestone Product Disclosure Statement
30

Our mass-market retail strategy
Historically we have focused on serving C&I customers,
however, we have the capability to now also serve mass-market
retail customers. We became a registered electricity retailer in
2025 and as at 31 July 2026, are providing retail services to four
of our key C&I customers, along with small business customers
for 158 unique ICPs.
We have developed a mass-market retail offering that mimics
the VRC offering we currently provide to C&I customers.
Based on historical customer electricity consumption, we
offer a personalised price offering based on a daily charge
with incentives to minimise electricity consumption during
peak evening periods. This incentivises mass-market retail
customers to match energy usage to generation at our solar
farms, simulating the outcome associated with having a solar
array on their rooftop.
We have prioritised the implementation and testing of our
systems, development of our product offering, and refinement
of the marketing strategy. Having tested our mass-market retail
offering with a select focus group, we have now opened pre-
registration for potential customers in Hawke’s Bay ahead of
a larger community-scale launch scheduled for later in the year,
to align with the construction of the Ongaonga Road solar
farm. We have begun selling electricity to our first mass-market
retail customers.
We plan to launch targeted mass-market retail campaigns in
regions where we develop solar farms with the intention of
allocating most of our electricity generation to local mass-
market retail customers. Lodestone intends to onboard mass-
market retail customers once construction of a new solar farm
commences to leverage the associated publicity and project
milestones. The goal is to contract the expected generation
from a solar farm prior to it being operational. In addition,
Lodestone plans to target mass-market customers in regions
that currently have a Lodestone solar farm. Lodestone intends
to use Wholesale Market hedges to manage this customer
demand prior to the solar farm becoming operational.
One
easy
plan
The perks of solar, without
rooftop panels
Pay the same each day for your
daily power allocation
Be rewarded for using energy at
smarter times
Soon to be backed by locally
farmed sunshine
31

Our capital and financing strategy
Capital runway and planning
We expect to develop and construct 11 to 13 solar farms from
FY27F through to the end of FY32F requiring $608 million of
funding.
28
This will be funded with a combination of equity
raised from this Offer, project-level equity financing from
strategic partnerships, project level debt financing, available
cash flow
29
from operational solar farms, and cash currently
on Lodestone’s balance sheet.
We forecast that if we raise $100 million in this Offer then we
will have sufficient capital to deliver our growth plan through
to FY32F (as presented in the Target Metrics outlined in
Section 7 of this PDS) at which point Lodestone expects to
be generating free cash flow (after all solar capital expenditure
and debt servicing cash flows) on a sustainable basis.
If we raise less than $100 million in the Offer we may need
additional funding by FY30F which we would look to source
through a mixture of additional short term working capital,
long term debt, strategic partnership equity or ordinary equity.
The Target Metrics presented in this PDS are inherently
uncertain and are based on the Board’s assessment of events
and conditions existing at the date of this PDS. They remain
subject to material adverse events, one-off costs or other
unforeseen circumstances. Actual results are likely to vary from
the information presented and variances may be material.
Lodestone has a range of additional development opportunities
beyond the 13 sites currently identified for development and
construction, including sites that are at earlier stages
of assessment and the solar farm site at Haldon Station.
These opportunities are not included in the Target Metrics.
Strategic partnerships
We intend to form strategic partnerships in relation to selected
solar farms that will reduce the Lodestone capital required to
fund the development of those solar farms, which will support
delivery of our target project cadence. Partnership opportunities
explored to date have been with EDBs. Potential future
partners include EDBs, iwi, institutional investors and
landowners. From Lodestone’s perspective, the advantages
to bringing in strategic partners include access to partner-
owned land, contribution of equity capital and community
relationships. While the current intention is to form strategic
partnerships prior to construction commencing, we may also
form strategic partnerships once solar farms are operating to
release capital from operational assets.
Our first and most advanced partnership is with Centralines to
build the Ongaonga Road solar farm in Hawke’s Bay (31 MWdc
electricity capacity or 49 GWh first year P50 generation) via a
50/50 JV. Centralines is a 100% consumer-owned EDB serving
over 9,000 C&I and mass-market retail customers across Central
Hawke’s Bay. The site was initially consented by Centralines, and
in mid-2025, Lodestone was selected to be Centralines’ partner
in the development of the solar farm. Construction commenced
in June 2026 and first power is expected by mid-2027.
SOURCES
OF FUNDING
Debt
53%
Net IPO Proceeds
15%
Partner Equity
9%
Existing Cash
4%
Available Cash Flow
19%
SOURCES OF FUNDING IN THE TARGET FY32F PERIOD
28. Funding required for the cash cost of developing the 13 solar farms (excluding
capitalised interest and financing fees and any incremental capital expenditure
for Clandeboye incurred in FY27F but including any strategic partner portion
of capital expenditure) assumed in the upper case per Section 7 (Lodestone’s
financial information) of this PDS.
29. Based on the upper case, available cash flow is defined as EBITDAF
less cash interest, cash tax (if any), proceeds from sale of excess land and
debt amortisation.
Lodestone Product Disclosure Statement
32

In future strategic partnerships, we would expect our role to
include the following:
✓Identify and develop solar farms through to
shovel-ready status
✓Build the solar farm using our in-house EPC
management functionality
✓Purchase 100% of the solar generation from the
strategic partnership which we will match to sales
to local small C&I and mass-market retail customers
✓Operate and maintain the solar farm under a
long-term O&M contract.
Of the 11 to 13 solar farms that we plan to complete
construction of in the Target FY32F Period, 4 to 5 solar farms
are expected to be strategic partnerships whereby Lodestone
will typically have a 50% interest in the solar farm through
a JV structure.
If we are unable to successfully find partners for one or more
of these sites, then we may need to raise additional capital,
potentially from public equity markets, to maintain the target
project cadence. We may also slow our project cadence
instead of raising additional capital. This would result in
fewer operational solar farms being constructed, but the
level of Lodestone capital invested in solar generation would
be similar (given there will be relatively less investment in
strategic partnership-owned solar farms).
If we were to raise additional capital to build the same number
of projects without strategic partnerships, this would result in
future earnings uplift in excess of the presented Target Metrics
given Lodestone will have a greater share in the generation
from solar farms from its increased invested capital, offsetting
the dilutive impact on shareholders from raising equity capital.
Debt funding
Our development to date has been supported by our proven
track record of securing debt finance facilities to assist with
the funding of the construction of solar farms. We have
supportive relationships with a number of debt providers who
have contributed funds to the first five solar farms and have
committed capital for solar farms under construction.
We have drawn facilities with Westpac and IFM which were
used to fund our first five solar farms, each with different terms
and levels of subordination.
30
We also have committed funds
from ASB to fund the Ongaonga Road solar farm strategic
partnership in addition to working capital facilities.
31
ASB
benefits from a cross guarantee granted by the relevant
strategic partnership parties.
32

No change is expected to our existing debt facilities as a result
of the Offer, and we expect to continue funding the construction
of new solar farms through project finance facilities as we have
in the past. Our expectation is that debt capital required for JV
sites will be raised by project finance facilities at the JV level
(likely with cross guarantee protections).
We evaluate our financial position regularly and undertake
internal forecasting to ensure that we remain within our debt
covenants. Lodestone has complied with all of its financial
covenants under its debt facilities as at 31 March 2026.
Further information about our debt funding is included in
the Supplementary Financial Information available on the
Offer Register.
We expect our access to funding to expand as the business
scales given our track record, development pipeline, and
our growing earnings base attracting interest from debt and
working capital providers. We will continue to maintain a
diversified funding strategy across multiple capital sources and
maintain flexibility when considering the relative advantages of
different sources.
STRATEGIC PARTNER
SOLAR FARM
&
BLUEPRINT FOR A STRATEGIC PARTNERSHIP
Equity
Construction and O&M
Land*
100% PPA Offtake
*Land may or may not be contributed by the strategic partner
LENDER
30. The lending entity for Westpac is Westpac New Zealand Limited and
the lending entities for IFM are funds managed or advised by IFM Investors
Pty Ltd.
31. The lending entity for ASB is ASB Bank Limited.
32. The cross guarantee is given by Ongaonga Road Solar Farm Limited
Partnership, Ongaonga Road Solar Farm GP Limited, Lodestone LP Holdings
Limited and Ruahine Energy Group Limited.
33

Our future opportunities
Haldon
In 2023, we were awarded the rights to develop a solar farm at
Haldon Station by the landowners. The designed approximately
320 ha solar farm near Lake Benmore in New Zealand’s South
Island has flat land close to transmission lines, which along with
the high-quality solar resource makes it a location with strong
potential for a solar farm. Initial designs for the solar farm are
for an approximate 220 MWdc capacity asset representing an
exciting future growth opportunity.
Haldon was granted fast-track consent approval on 10 August
2026, making it the first solar project in the Mackenzie Basin
to receive approval with this decision currently subject to two
High Court appeals.
Haldon is the largest site in our development pipeline.
The estimated total capital expenditure cost of Haldon is
approximately $300 million while a typical Lodestone site
is approximately $50 million. However, it is a meaningful
opportunity to create value for shareholders. We estimate that
first year P50 generation will be approximately 370 to 390 GWh
with electricity generation likely sold to a mix of large C&I,
gentailer and mass-market retail customers.
Given its size, we intend to subcontract the construction to a
third-party that is experienced in constructing a solar farm of
such scale. Lodestone has had early contractor engagement
with potential third parties and continues to progress
discussions with Transpower regarding connection to the
transmission grid as it continues to advance development
of the project.
Haldon is not factored into the amount of equity we are seeking
to raise in this Offer. At present, Lodestone does not intend
to use Offer proceeds to fund the construction of Haldon.
Offer proceeds may, however, be used for development
and pre-construction activities, including early contractor
engagement and other work required to advance the project
to a shovel-ready stage. Additional funding will be required to
complete construction of Haldon. For Haldon to advance to
final investment decision phase, we would need to consider our
funding options, including whether Haldon is prioritised ahead
of other projects to deliver a similar amount of GWh for a similar
amount of capital. Potential alternative funding options would
likely include selling a stake in the project, finding a strategic or
financial partner, or raising equity from public capital markets.
Our BESS strategy
New Zealand’s hydro reservoirs act as a large system capable
of storing water when demand is low and releasing to generate
electricity when demand is high (Firming and Shaping). As
the market transitions towards more intermittent renewable
generation (wind and solar), the requirement for Firming and
Shaping capacity is expected to increase and this will increase
demand for battery energy storage systems (“BESS”). Combined
with the recent fall in battery costs, the economics of BESS
are improving, and we expect it to form a larger part of our
strategy going forward.
Whilst we are not currently developing BESS assets at any
of our solar farms, we have designed our portfolio to enable
BESS. Our decision to invest in BESS assets will be a function
of our portfolio needs, the cost of the alternative options to
support the portfolio as the “peaking market”
33
evolves, and
the incremental value from additional solar capture.
TOTAL INSTALLED PROJECT COST OF BESS (US$M / MWH)
34
201420162018202020222024
$1.74m
$1.10m
$0.71m
$0.30m
$0.36m
$0.19m
33. The “peaking market” refers to the market for electricity generation or
storage assets, such as BESS, that are dispatched during short periods of high
electricity demand, when Wholesale Market prices are typically at their highest,
and are idle or charging at other times.
34. International Renewable Energy Agency. Costs of a fully installed and
commissioned BESS project, 2024 prices in US$ million per MWh of usable
capacity.
Lodestone Product Disclosure Statement
34

Directors and senior managers
Board of directors
The directors of Lodestone are:
JACK MATTHEWSINDEPENDENT CHAIR
Qualifications and experienceJack is a professional director who has held senior leadership positions within
media, telecommunications and technology industries across Australasia.
He is currently a director at Chorus and was previously chair of Mediaworks NZ,
as well as a director at Plexure, Network for Learning, Crown Fibre Holdings,
APN Outdoor, and Trilogy Natural Products.
Jack holds a Bachelor of Arts in Philosophy from the College of William and
Mary and is a chartered member of the New Zealand Institute of Directors.
Date appointed to the Lodestone Board19 August 2021
Special responsibilitiesChair of the Board. Member of the People and Culture Committee.
GARY HOLDENMANAGING DIRECTOR
Qualifications and experienceGary’s governance and leadership experiences include CEO of Pulse
Energy, CEO of TransAlta New Zealand, Executive Chair of EnSource Energy
Corporation, President of AltaGas Income Trust, and CEO of ENMAX
Corporation. Gary led TransAlta’s development and construction role of the
first two non-government electricity generation projects (Southdown, TCC).
Gary holds a Bachelor of Science in Mechanical Engineering from the
University of Calgary.
Date appointed to the Lodestone Board19 December 2019
Special responsibilitiesManaging Director. Interim Chief Customer Officer.
JOANNA PERRYNON-EXECUTIVE INDEPENDENT DIRECTOR
Qualifications and experienceJoanna has been a professional independent director since 2007 and has
been the lead director in relation to audit and risk for most governance
roles. Joanna was appointed a Member of the New Zealand Order of Merit
in recognition of her services to accounting in 2010. Joanna’s governance
experiences include roles at Genesis Energy, Trade Me, Oyster Property,
Partners Life, Nyriad, Kiwi Property Group and the IFRS Foundation.
Joanna is also a director of EX-HTL Limited which was placed into voluntary
administration on 11 March 2026.
Joanna holds a Bachelor of Arts from the University of Cambridge and
qualified as a member of the Institute of Chartered Accountants in England
and Wales and is a life member of Chartered Accountants Australia and
New Zealand and a chartered fellow of the New Zealand Institute of Directors.
Date appointed to the Lodestone Board22 March 2021
Special responsibilitiesChair of the Audit and Risk Committee.
35

SUSAN PATERSONNON-EXECUTIVE INDEPENDENT DIRECTOR
Qualifications and experienceSusan has been a professional independent director since 1996 and was
appointed an Officer of the New Zealand Order of Merit in recognition of her
services to corporate governance in 2016. Susan is currently Chair of Steel and
Tube and Theta, and a director of Reserve Bank of New Zealand, EROAD and
Les Mills Holdings. Her former directorships include Arvida Group, Goodman
Property, Electricity Authority, Sky TV, Transpower, St Cuthbert’s College,
the NZ Eco Labelling Trust, Energy Efficiency and Conservation Authority,
Housing New Zealand and Ports of Auckland.
Susan holds a Bachelor of Pharmacy from the University of Otago and
a Master of Science in Business Studies from London Business School
and is a chartered fellow of the New Zealand Institute of Directors.
Date appointed to the Lodestone Board8 July 2021
Special responsibilitiesChair of the People and Culture Committee
ANDREW PARSONAGENON-EXECUTIVE DIRECTOR
Qualifications and experienceAndrew is a director in the Investment Banking team at Jarden. He has
over 20 years of experience in capital markets, mergers and acquisitions.
Andrew specialises in the energy and infrastructure sector, as well as assisting
with raising and structuring debt financing. Andrew has been associated
with Lodestone almost from its inception, as an adviser, investor and director.
Andrew is also a director of Hellers Group.
Andrew holds a Bachelor of Management Studies with Honours and
a Master of Management Studies from the University of Waikato.
Date appointed to the Lodestone Board9 April 2025
Special responsibilitiesMember of the Audit and Risk Committee
MARY DEVINENON-EXECUTIVE INDEPENDENT DIRECTOR
Qualifications and experienceMary is an experienced chief executive and director with deep expertise
in customer and transformation. Currently she is CEO of Foodstuffs South
Island and a director of ChristchurchNZ and is transitioning to a governance
portfolio later in the year. Mary’s previous directorships include Meridian
Energy, IAG, Briscoes, Hallenstein Glassons, and Christchurch City Holdings.
Mary was appointed an Officer of the New Zealand Order of Merit for services
to business.
Mary holds a Bachelor of Commerce from the University of Otago, a Master of
Business Administration from the University of Canterbury and is a chartered
fellow of the New Zealand Institute of Directors.
Date appointed to the Lodestone Board24 September 2026. Mary was engaged in July 2026 as a “director designate”
to participate in Lodestone’s preparation for the Offer.
Special responsibilitiesMember of the People and Culture Committee.
Lodestone Product Disclosure Statement
36

MICHAEL CUMMINGSNON-EXECUTIVE INDEPENDENT DIRECTOR
Qualifications and experienceMichael Cummings is an experienced director and former energy executive
with more than 35 years’ experience across New Zealand, Australian and
UK energy and infrastructure markets. He has held senior roles with Vector,
Brookfield Infrastructure and AMP Capital, with deep experience in capital
allocation and institutional investment. Michael was a director of Powerco for
over 15 years, chairing its Regulatory and Asset Management Committee, and
also served as a director of Endeavour Energy, Melbourne Airport, and chair
of Evergen. His expertise spans electricity networks, renewable energy, capital
markets, governance and large-scale infrastructure operational leadership.
Michael holds a Bachelor of Mechanical Engineering (Honours) from
the University of Edinburgh and is a Fellow of the Australian Institute of
Company Directors and a Chartered Member of Engineering New Zealand.
Date appointed to the Lodestone Board24 September 2026. Michael was engaged in July 2026 as a “director
designate” to participate in Lodestone’s preparation for the Offer.
Special responsibilitiesMember of the Audit and Risk Committee.
Senior managers
The senior managers of Lodestone are:
NAME AND ROLEBIOGRAPHY
Chris Jewell
Chief Financial Officer
Chris brings significant leadership experience in the New Zealand and UK
energy industries across financing, markets, infrastructure investment and
asset operations. Chris has led Lodestone’s equity rounds and arranged its
debt facilities, bringing vast experience from his most recent role as CFO and
Executive General Manager Strategy, General Manager Portfolio at Genesis
Energy and operational management roles at Mercury Energy.
Chris holds a Bachelor of Engineering and Masters in Engineering
Management from the University of Canterbury and is a member of the
Chartered Institute of Management Accountants (UK) and is an alumnus
of Stanford University.
Richard Pearce
Chief Operating Officer
Richard has more than 20 years’ experience in generation and utility
management, including as project manager of the largest generation build
in New Zealand (Huntly Unit 5). He brings the ability to deliver across a wide
range of functional areas, drawing on experience from Genesis Energy,
Northpower and Vector to manage EPC and O&M operation.
Richard holds a Bachelor of Electrical and Electronic Engineering from
the University of Canterbury, a Master of Business Administration from the
University of Otago and is a chartered member of the New Zealand Institute
of Directors and is an alumnus of Stanford University.
37

Substantial shareholders and relevant interests held by directors and senior managers
Substantial shareholders
The table below sets out the shareholders that as at the date of the PDS, or immediately following completion of the Offer are
likely to, have a relevant interest in 5% or more of the Shares in Lodestone:
35
PRIOR TO THE OFFERIMMEDIATELY AFTER THE OFFER
SHAREHOLDERNATURE OF
RELEVANT INTEREST
NUMBER
OF SHARES
% OF SHARESNUMBER
OF SHARES
% OF SHARES
36

Jarden Principal
Investments Picasso
GP Limited
The power to control the
acquisition and disposition of,
and the exercise of the right
to vote attached to, the Shares
held by the Jarden LPs as the
General Partner of the Jarden
LPs and therefore it has a
relevant interest in the Shares
held by the Jarden LPs.
51,542,92431.82%51,542,92424.94%
Jarden Principal
Investments Lodestone
3 LP
Registered holder and
beneficial owner of Shares.
27,046,76616.70%27,046,76613.09%
JIT Hillend
Investment Limited
Registered holder and
beneficial owner of Shares.
19,787,38512.22%19,787,3859.57%
Jarden Principal
Investments
Lodestone LP
Registered holder and
beneficial owner of Shares.
17,557,55910.84%17,557,5598.50%
EA Nominee LimitedRegistered holder and
beneficial owner of Shares.
13,957,0488.62%13,957,0486.75%
Magnetite Energy
Investments Limited
Registered holder and
beneficial owner of Shares.
12,711,1177.85%12,711,1176.15%
John David
Guy Haddleton
Registered holder and
beneficial owner of Shares.
11,806,8707.29%11,806,8705.71%
Stephen Tindall20% or more interest in both K
One W One (No 7) Limited and
K One W One (No 5) Limited,
resulting in Stephen being
deemed to have the same
relevant interests in the Shares
held by those entities.
10,602,4636.55%10,602,4635.13%
35. See also the relevant interests in 5% or more of each grant of options as set out on page 43.
36. Calculated on the assumption that 206,666,692 Shares will be on issue immediately following completion of the Offer, which assumes the $100 million Offer is fully
subscribed and 233,934 Shares are issued on the Allotment Date to ESS participants who have exercised options prior to the date of this PDS.
Lodestone Product Disclosure Statement
38

Shareholdings held by directors and senior managers
The table below sets out the Shares that the directors and senior managers of Lodestone have an interest in prior to the Offer
(at the date of this PDS) and will likely have an interest in immediately following completion of the Offer. See also the interests
that senior managers and certain directors will have in options issued to them under the ESS prior to the Offer and immediately
following completion of the Offer on page 43.
PRIOR TO THE OFFERIMMEDIATELY AFTER THE OFFER
INTEREST HOLDERNATURE OF
RELEVANT INTEREST
NUMBER
OF SHARES
% OF SHARESNUMBER
OF SHARES
% OF
SHARES
36

Gary Holden20% or more interest in
Magnetite Energy Investments
Limited, resulting in Gary
being deemed to have the
same relevant interests in the
Shares as Magnetite Energy
Investments Limited described
in the substantial shareholders
table above.
12,711,1177.85%12,711,1176.15%
Jack MatthewsBeneficial owner of
Shares held by Lodestone
Nominee Limited
37
200,7760.12%208,1760.10%
Joanna PerryBeneficial owner of
Shares held by Lodestone
Nominee Limited
37
352,4650.22%352,4650.17%
Susan PatersonBeneficial owner of Shares
held for the S M Taylor
Family Trust by Lodestone
Nominee Limited
37
434,8440.27%442,2440.21%
Chris JewellBeneficial owner of
Shares held by Lodestone
Nominee Limited
37
1,162,3180.72%1,328,6530.64%
Other equity securities of Lodestone
Under the Constitution, any other class of equity securities of Lodestone that ranks equally with, or in priority to, the Shares may
be issued without a special resolution of the holders of the Shares. However, the issue of new equity securities in Lodestone is
governed by the NZX Listing Rules, which require the approval by ordinary resolution of the holders of the Shares to the issue
of new equity securities, except in certain circumstances set out in the NZX Listing Rules.
37. Lodestone Nominee Limited has given notice to all beneficial owners on whose behalf it holds Shares that the nominee arrangements will be terminated and legal
ownership of all Shares it holds will be transferred to the relevant beneficial owners at or about the same time as allotment of the Shares under the Offer.
39

Directors’ remuneration and other benefits
The table below sets out the total remuneration and value of other benefits received by each director of Lodestone during
FY26A and expected to be received in FY27F in respect of the Lodestone Group, as well as the nature of the services to which
that remuneration, or those benefits relate (other than services provided in that person’s capacity as a director).
DIRECTOR OR
PROPOSED DIRECTOR
VALUE OF OPTIONS
RECEIVED UNDER
THE EMPLOYEE
SHARE SCHEME
(“ESS”) IN FY26A
TOTAL CASH
REMUNERATION
AND VALUE OF
OTHER BENEFITS
(EXCLUDING
OPTIONS) RECEIVED
IN FY26A
NATURE OF
SERVICES PROVIDED
EXPECTED TOTAL
REMUNERATION AND
VALUE OF OTHER
BENEFITS TO BE
RECEIVED IN FY27F
Gary Holden$0
38, 39
$861,646 Employee remuneration$891,786
Jack Matthews$150,000
39
$120,000Chair of the Board$153,082
Joanna Perry$75,000
39
$88,692Independent Director,
Chair of the Audit and
Risk Committee
$120,468
Susan Paterson$75,000
39
$85,010Independent Director,
Chair of the People &
Culture Committee
$104,849
Andrew Parsonage
40
$0$60,000Non-Executive Director$87,348
Mary DevineNot applicableNot applicableIndependent Director$100,438
Michael Cummings Not applicableNot applicable Independent Director$101,321
The remuneration paid to the directors of Lodestone in FY27F will be higher than that paid in FY26A. This reflects that, as a result of
the Listing of Lodestone on the NZX Main Board, the directors have increased responsibilities and will be required to devote more
time to the performance of their duties as directors. The fees for non-executive directors of Lodestone that will apply from Listing
have been fixed as a total pool of $934,000 per annum, with individual director fees to be determined by the Board from time to
time and initially set at $195,000 per annum for the Chair of the Board, $110,000 per annum for non-executive directors, $25,000 for
the Chair of the Audit and Risk Committee, $20,000 for the Chair of the People and Culture Committee, $10,000 for members of the
People and Culture Committee and $12,000 for members of the Audit and Risk Committee.
The directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them
in connection with their attendance at Board or shareholder meetings, or otherwise in connection with Lodestone’s business.
Lodestone has granted indemnities, as permitted by the Companies Act and the FMC Act, in favour of each of its directors.
Lodestone also maintains insurance for its directors and officers.
38. The value of each option issued to Gary under the ESS in FY25A was recognised in note D7 to the FY26A Financial Statements. The total value of options issued to Gary
in FY25A was $2,129,964.
39. The value of options received or recognised during FY26A under the ESS is based on the Black-Scholes valuation included in the FY26A financial statements.
40. Jarden Principal Investments Limited, with which Andrew Parsonage is associated, received in FY26A all of the remuneration he was entitled to receive from Lodestone
in his capacity as the appointed director of Jarden Principal Investments Lodestone LP, Jarden Principal Investments Lodestone 2 LP and Jarden Principal Investments
Lodestone 4 LP.
Lodestone Product Disclosure Statement
40

Employee remuneration over $100,000 per annum
During FY26A, 23 employees or former employees, not being directors of Lodestone, received remuneration and other
benefits in their capacity as employees, that in value was or exceeded $100,000 per annum. Other benefits received
41
includes
the value of options received or recognised during FY26A. The value of these options was recorded in note D7 to the FY26A
Financial Statements.
The table below sets out the number of such employees or former employees in brackets of $10,000, and includes a supplementary
column to show the figures based on remuneration and other benefits received excluding the value of options received or
recognised during FY26A:
REMUNERATIONNO. OF EMPLOYEES
(ON A STATUTORY BASIS INCLUDING
THE VALUE OF OPTIONS)
NO. OF EMPLOYEES
(EXCLUDING THE VALUE OF OPTIONS)
$100,000 - $109,99933
$110,000 - $119,99911
$130,000 - $139,99911
$140,000 - $149,99911
$150,000 - $159,99922
$160,000 - $169,99922
$210,000 - $219,99912
$220,000 - $229,999-2
$230,000 - $239,999-1
$240,000 - $249,999-1
$280,000 - $289,999-2
$300,000 - $309,999-2
$310,000 - $319,99911
$320,000 - $329,9992-
$330,000 - $339,9991-
$340,000 - $349,9991-
$380,000 - $389,9991-
$470,000 - $479,9991-
$500,000 - $509,9992-
$510,000 - $519,9991-
$520,000 - $529,999-1
$690,000 - $699,999-1
$920,000 - $929,9991-
$1,080,000 - $1,089,9991-
FY27F total employee remuneration is expected to exceed FY26A as a result of Lodestone hiring additional employees to support
the growth of Lodestone’s mass-market retail strategy and the in-housing of EPC management functions. Remuneration has also
increased for some employees following a remuneration review completed at the end of FY26A. The value of options received
or recognised during FY27F may vary significantly from the equivalent figures during FY26A.
41. Other benefits received also includes the value of short term incentive payments, KiwiSaver contributions and health insurance.

41

Options to acquire Shares
Employee share scheme
Certain senior employees and directors of Lodestone participate in an ESS, which has been in place since December 2021.
Pursuant to the ESS, participants are granted options to acquire Shares on the terms set out in the ESS rules and each participant’s
option agreement.
Each option gives the participant the right to acquire one Share at the applicable exercise price, subject to the participant remaining
employed or engaged as a director by Lodestone at the relevant vesting date (although vesting may also occur when a participant is
a “good leaver”). Vested options may only be exercised during an exercise period, being the exercise window that occurs from
1 June to 30 June in each calendar year, the 30-day period before the expiry date of the options or any other period determined
by the Board. The Board may in its discretion offer participants the ability to net settle their options in any exercise window resulting
in the participant receiving a net number of Shares, which reflects the market value of the Shares that would otherwise have been
issued less the exercise price payable for those Shares.
In connection with the Offer and Listing, the ESS rules were amended and the Board opened an exercise window as a result
of which:
– certain eligible participants who chose not to exercise relevant options will receive a top-up grant of options with an exercise
price of $2.2550 and vesting on 1 April 2028, totalling 197,842 options to be issued on the Allotment Date; and
– certain eligible participants who have elected to exercise relevant options will be issued a total of 233,934 Shares on the
Allotment Date (with certain participants having been offered the ability to net settle their options).
All Shares issued to participants who validly exercise their options during the relevant escrow period for that participant are subject
to the escrow arrangements for directors and employees described in Section 5 (Terms of the Offer) of this PDS.
Following Listing, Shares may be issued on the exercise of vested options under the ESS which were issued prior to Listing without
shareholder approval. In accordance with the NZX Listing Rules, further options or other financial products convertible into Shares
may be issued to employees and directors under employee incentive arrangements provided they do not exceed 3% of the total
number of Shares on issue and issued in any 12 month period.
The existing ESS will continue following Listing, however, it is not currently anticipated that further grants of options will be made to
non-executive directors. The table below sets out details of the options under the ESS that will remain on issue following the Offer
(which reflects the elections made by ESS participants in the exercise window preceding the date of this PDS).
GRANTTOTAL
GRANTED
UNVESTED
OPTIONS
VESTING DATE
FOR UNVESTED
OPTIONS
VESTED BUT
UNEXERCISED
OPTIONS
EXERCISE
PRICE
EXPIRY DATE
OF OPTIONS
Grant 1A 578,0360Not applicable46,031$0.943518.04.2033
Grant 1B 586,7190Not applicable102,177$1.684818.04.2033
Grant 2A69,14717,28731.03.20270$1.684826.07.2033
Grant 2B64,918031.03.202712,984$1.684806.11.2033
Grant 2C74,192031.03.20270$1.684801.02.2034
Grant 2D14,8380Not applicable0$1.684801.04.2034
Grant 3A415,4750Not applicable415,475$2.255001.04.2034
Grant 3B3,224,9812,149,98750%: 1.04.2027
50%: 1.04.2028
1,074,994$2.255021.03.2035
Grant 3C3,511,7402,275,21250%: 1.04.2027
50%: 1.04.2028
1,236,528$2.255002.04.2035
Grant 4197,842197,8421.04.20280$2.255029.09.2036
Total8,737,8884,640,3282,888,189
Lodestone Product Disclosure Statement
42

The table below sets out details of the options granted to, and held by, Lodestone’s directors and senior managers under the ESS
prior to the Offer (as at the date of this PDS) and that will be on issue immediately following the Offer (which reflects the elections
made by those directors and senior managers in the exercise window preceding the date of this PDS).
LEGAL AND
BENEFICIAL
OWNER
UNVESTED
OPTIONS
VESTING DATE
FOR UNVESTED
OPTIONS
VESTED BUT
UNEXERCISED
OPTIONS
% OF RELEVANT
GRANT OF OPTIONS
EXERCISE
PRICE
EXPIRY
DATE
PRIOR
TO
OFFER
IMMEDIATELY
AFTER
OFFER
PRIOR
TO
OFFER
IMMEDIATELY
AFTER
OFFER
PRIOR
TO
OFFER
IMMEDIATELY
AFTER
OFFER
Gary
Holden
2,149,9872,149,98750%: 01.04.2027
50%: 01.04.2028
1,074,9941,074,994100%100%$2.255021.03.2035
Jack
Matthews
00Not applicable7,40001.28%0%$0.943518.04.2033
00Not applicable37,09637,0968.93%8.93%$2.255001.04.2034
148,383148,38350%: 01.04.2027
50%: 01.04.2028
74,19274,192 6.34%6.34%$2.255002.04.2035
Joanna
Perry
00Not applicable7,4007,4001.28%1.28%$0.943518.04.2033
00Not applicable37,09637,0968.93%8.93%$2.255001.04.2034
74,19274,19250%: 01.04.2027
50%: 01.04.2028
37,09637,0963.17%3.17%$2.255002.04.2035
Susan
Paterson
00Not applicable7,40001.28%0%$0.943518.04.2033
00Not applicable37,09637,0968.93%8.93%$2.255001.04.2034
74,19274,19250%: 01.04.2027
50%: 01.04.2028
37,09637,0963.17%3.17%$2.255002.04.2035
Chris
Jewell
00Not applicable286,157049.51%0%$0.943518.04.2033
00Not applicable148,383148,38335.71%35.71%$2.255001.04.2034
395,689395,68950%: 01.04.2027
50%: 01.04.2028
197,845197,84516.90%16.90%$2.255002.04.2035
039,56901.04.2028000%20.00%$2.255029.09.2036
Richard
Pearce
18,548031.03.202755,6440100%0%$1.684801.02.2034
00Not applicable37,09637,0968.93%8.93%$2.255001.04.2034
395,689395,68950%: 01.04.2027
50%: 01.04.2028
197,845197,84516.90%16.90%$2.255002.04.2035
039,56901.04.2028000%20.00%$2.255029.09.2036
Other governance disclosures
The Board intends to adopt, from Listing, various Board policies and charters that are typical for a company listed on the NZX
Main Board. Following listing, the Board will have the power to appoint additional directors to the Board from time to time, in
accordance with the NZX Listing Rules. Any director appointed by the Board must retire and seek re-appointment at the next
Annual Shareholders’ Meeting of Lodestone in accordance with the NZX Listing Rules.
43

3. Purpose of the Offer
The primary purpose of the Offer is to raise capital for Lodestone to facilitate our continued construction of new solar farms and the
expansion of our customer base as well as general corporate purposes. We plan to have 16 to 18 operational solar farms by FY32F,
targeting annual electricity generation of 802 to 888 GWh. In addition, some of the proceeds will be used to fund Offer costs.
The proceeds from the Offer will be used, and relate to our strategy as follows:
AMOUNTUSE OF PROCEEDS
$68.9 million to $92.6 millionThe primary purpose of the Offer is for Lodestone to raise capital to facilitate
our continued construction of new solar farms and the expansion of our
customer base as well as general corporate purposes.
$6.1 million to $7.4 millionTo fund Offer costs
$75 million to $100 millionTotal gross proceeds from the Offer
The minimum amount that must be raised before the Shares are issued is $75 million.
The amount of money that is available to be used to facilitate the construction of new solar farms and the expansion of our customer
base will differ depending on the total amount that is raised. The Offer is seeking to raise up to $100 million, with a minimum
amount of $75 million required to be raised for the Offer to proceed. Our growth plan through to FY32F is based on raising $100
million, and if we raise less than that amount, we may need to source additional funding by FY30F. The Offer is not underwritten.
We
the sun, so you
don’t need to.
No rooftop panels
No upfront costs
No lock-ins
harvest
Lodestone Product Disclosure Statement
44

4. Key dates and
Offer process
The intended key dates for the Offer are:
General Offer and Broker Firm Offer opens29 September 2026
General Offer and Broker Firm Offer closes14 October 2026
Bookbuild14 October 2026
Shares are issued21 October 2026
Shares are quoted22 October 2026
Expected commencement of trading on
the NZX Main Board
22 October 2026
This timetable is indicative only and the dates may change. Lodestone,
with the agreement of the Joint Lead Managers, reserves the right to vary
or extend these dates. Under section 65 of the FMC Act, a regulated offer
of this kind would ordinarily be subject to a five working day waiting period
after lodgement of the PDS, during which applications cannot be accepted.
The FMA has given notice under section 68 of the FMC Act that no waiting
period applies to this Offer. Accordingly, Lodestone may open the Offer
and accept Applications from lodgement of this PDS.
Kaitaia Solar Farm (Kohirā)
45

5. Terms of the Offer
The table below sets out the terms of the Offer. All Shares are issued on the terms set out in the Constitution
(a copy of which is available on the Offer Register).
Description of the SharesOrdinary shares
Key datesSee Section 4 (Key dates and Offer process) of this PDS
Structure of the OfferThe Offer comprises:
– the General Offer;
– the Broker Firm Offer; and
– an Institutional Offer, which will be an invitation to bid for Shares made to
selected Brokers and Institutional Investors in New Zealand, Australia, Hong Kong
and Singapore.
The General Offer is a general public offer under which you may subscribe for Shares.
Offer PriceThe Offer Price is $2.25 per Share. In determining the Offer Price, consideration was
given to the following factors:
– the level of interest for participation in the General Offer received by Lodestone in
the priority registration process conducted before the date of this PDS;
– pricing indications from Institutional Investors and Brokers; and
– Lodestone’s desire for an active trading market for the Shares on the NZX Main Board.
Offer sizeUp to 44,444,445 Shares (being 21.5% of the total Shares on issue immediately following
the Offer
42
), representing total Offer proceeds of up to $100 million, with a minimum
amount of $75 million (representing 33,333,334 Shares, being 17.0% of the total Shares
on issue immediately following the Offer
42
) required to be raised for the Offer to proceed.
Escrow arrangementsEach existing shareholder has entered into escrow arrangements under which they have
agreed not to sell or otherwise dispose of any of the Shares held by, or on behalf of, them
prior to the Offer, subject to limited exceptions set out on the Offer Register.
Existing shareholders or option holders who are directors or employees of Lodestone
(and their personal affiliated entities) who hold 67,382,470 Shares immediately prior
to the Offer have agreed to escrow arrangements in respect of those Shares and
any Shares issued to them or associated persons upon the exercise of options prior
to and until the commencement of trading on the NZX Main Board on the first
Business Day after the Business Day on which Lodestone’s results for the six months
ending 30 September 2027 are released to NZX. Immediately following the Offer
those escrowed Shares will represent 32.7% of the total Shares on issue where the
$100 million Offer is fully subscribed.
Existing shareholders who hold 94,075,450 Shares immediately prior to the Offer have
agreed to escrow arrangements in respect of those Shares until the commencement of
trading on the NZX Main Board on the first Business Day after the Business Day on which
Lodestone’s results for the year ending 31 March 2027 are released to NZX. Immediately
following the Offer those escrowed Shares will represent 45.5% of the total Shares on
issue where the $100 million Offer is fully subscribed.
Existing shareholders who hold 530,396 Shares immediately prior to the Offer are subject
to escrow arrangements until 22 April 2027, being the date that is six months from the
date of Listing. Immediately following the Offer those escrowed Shares will represent
0.3% of the total Shares on issue where the $100 million Offer is fully subscribed.
42. Calculated on the basis that 233,934 Shares are issued on the Allotment Date to ESS participants who have exercised options prior to the date of this PDS.
Lodestone Product Disclosure Statement
46

Discretion regarding the OfferLodestone may withdraw the Offer, or any part of it, at any time before the allotment of
Shares. If the Offer, or any part of it, does not proceed, all relevant Application Monies will
be refunded (without interest) no later than five Business Days after the announcement
of the decision to withdraw the Offer or any part of it.
Lodestone reserves the right to close the Offer or any part of it early, extend the Offer or
any part of it, accept late Applications, settlements or bids either generally or in particular
cases, reject any Application or bid, or allocate to any Applicant or any bidder fewer
Shares than applied or bid for at its discretion.
If Lodestone refuses an Application or accepts an Application in part (including due to
scaling), the relevant Application Monies will be refunded no later than five Business Days
after the last date on which Shares are allotted under the Offer. No interest will be paid
on any Application Monies that are refunded.
Refunds will be paid by direct credit to the bank account supplied in the “Dividends”
section of your Application Form.
For more information see Section 11 (How to apply) of this PDS
AllotmentAny Applicant with a CSN will have their Shares allotted under their CSN, if the CSN was
provided as part of their Application. The CSN provided must be in exactly the same
name(s) as provided in their Application, otherwise a new CSN will be allocated.
Applicants who do not have a CSN, or who do not provide a CSN, will be allocated a CSN
at the time of Application. The CSN will be advised at the time the allotment of Shares
is confirmed and the associated Authorisation Code (FIN) will be sent as a separate
communication by mail on the first Business Day after the Allotment Date.
Shares allocated under the Offer are expected to be allotted on 21 October 2026.
If a mobile number is supplied on your Application Form, a text message will be sent to
that number confirming your Shares have allotted on the Allotment Date.
All applicants will be required to provide an email address via their Application Form. An
allotment notice including your allocation of Shares and details of any scaling information
(if applicable) will be emailed to you by close of business on the Allotment Date.
Holding transaction statements are expected to be sent to all successful Applicants
within five Business Days of the Allotment Date.
No person accepts any liability should any person attempt to sell or otherwise deal with
Shares before a communication confirming allotment is received.
What you need to do to sell
your Shares
If you wish to sell Shares you hold directly on the NZX Main Board, after confirming your
allocation, you must contact a Broker and have a CSN and an Authorisation Code (FIN).
Opening a new broker account can take a number of days depending on the Broker’s new
client procedures. If you do not have a CSN, you will be assigned one when you set up an
account with a Broker or receive one from the Share Registrar.
If you do not have a FIN, it is expected that you will be sent one as a separate
communication by the Share Registrar. If you have a Broker and have not received a FIN
by the date you want to trade your Shares, your Broker can obtain one but may pass the
cost for doing so on to you.
If you sell your Shares, you may be required to pay brokerage or other sale expenses. You
may also be liable for tax on the sale of your Shares. You should seek your own tax advice
in relation to your Shares.
No guaranteeNo person guarantees the Shares affected under this PDS. No person warrants or
guarantees the performance of the Shares or any return on any investments made
pursuant to this PDS.
47

Components of the Offer
GENERAL OFFERBROKER FIRM OFFER
Who can apply?The General Offer is open to all persons in
New Zealand and Australia.
The Broker Firm Offer is open to clients in
New Zealand and Australia of selected Brokers
who are offered a firm allocation by a Broker.
How do you apply?See Section 11 (How to apply) of this PDS
How many Shares can you
apply for?
The minimum Application size is $1,000 and
multiples of $100 thereafter.
The minimum Application amount is $2,000.
Brokers will determine the number of Shares
their clients will be allocated.
Will you be allocated all the
Shares for which you apply?
Applications up to $2,000 will not be scaled.
Applications in excess of $2,000 will not
receive less than $2,000 worth of Shares.
Persons who pre-registered their interest in
the Offer will receive a priority allocation of
up to $4,000 worth of Shares. If the Offer is
over-subscribed, your Application may be
scaled back.
It will be a matter for your Broker to decide
how they make allocations amongst their
eligible clients and whether your Application
will be scaled back.
How do you pay for
your Shares?
See Section 11 (How to apply) of this PDS
When do you need to apply?The General Offer opens on
29 September 2026. Applications may be
made online only. You need to complete
the Application Form and provide a New
Zealand direct debitable bank account from
which your Application Monies will be direct
debited. The direct debit will be made on the
day of Application or the next Business Day.
Australian Applicants without a New Zealand
bank account may instead pay by direct credit.
The Broker Firm Offer opens on
29 September 2026. You should make
your Application in accordance with the
instructions of your Broker.
Allocation policyThe number of Shares to be allocated to the
General Offer, and among participants in the
General Offer, will be determined following
the Bookbuild by Lodestone.
If the value of Applications received under
the General Offer is greater than the value of
Shares available under the General Offer (as
determined by Lodestone) Applications will
be scaled back in such a manner as Lodestone
may determine, which may differ as between
individual Applicants.
On the Allotment Date, Applicants in the
General Offer will receive correspondence
from the Share Registrar advising whether
their Application has been successful.
The number of Shares to be offered under the
Broker Firm Offer will be determined following
the Bookbuild by Lodestone.
Allocations by Brokers to their clients will
be determined by those Brokers. It will be a
matter for Brokers to ensure that their clients
who have received an allocation from them
receive their Shares.
Applicants in the Broker Firm Offer should
contact the Broker from whom they received
their allocation to find out if their Application
was successful.
Lodestone Product Disclosure Statement
48

Institutional Offer
The Institutional Offer will be conducted through the Bookbuild. The Joint Lead Managers will invite selected Institutional Investors
along with Brokers to bid for Shares in the Bookbuild to be undertaken by the Joint Lead Managers on 14 October 2026.
All successful participants in the Institutional Offer will pay the Offer Price for each Share allocated to them. The information collated
in the Bookbuild will then be used to assist with the allocation of Shares. The number of Shares to be offered under the Institutional
Offer, and the allocation of Shares among Institutional Investors and Brokers that have bid for Shares in the Bookbuild, will be
determined jointly by the Joint Lead Managers and Lodestone.
There is no assurance that any participant in the Bookbuild will be allocated any Shares or the number of Shares for which it has bid.
The allocation policy will be influenced by a number of factors which may include the timeliness of the bid by particular bidders.
Full details of how to participate, including bidding instructions, will be provided by the Joint Lead Managers to invited participants
in due course. Participants can only bid into the Bookbuild for Shares through the Joint Lead Managers.
Listing
Lodestone expects that trading of the Shares on the NZX Main Board will commence on 22 October 2026. If admission to list on the
NZX Main Board is denied, the Offer will not proceed.
NZX Main Board listing
An application has been made to NZX for permission to list Lodestone and to quote the Shares on the NZX Main Board and all
the requirements of NZX relating to the application that can be complied with on or before the date of this PDS have been duly
complied with. However, NZX accepts no responsibility for any statement in this PDS. The NZX Main Board is a licensed market
operated by NZX, which is a licensed market operator, regulated under the FMC Act.
Selling restrictions and further information
The Offer is only being made to persons in New Zealand and Australia under the General Offer, clients in New Zealand and Australia
of Brokers who receive a firm allocation of Shares and selected Brokers and Institutional Investors in certain jurisdictions including
New Zealand, Australia, Hong Kong and Singapore. The Offer is being made in Australia in reliance on the trans-Tasman mutual
recognition scheme under Chapter 8 of the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth). The PDS is
intended for use solely in connection with the Offer. You can find further information on the Offer Register in relation to the terms of
the Offer and the Shares, including the Constitution and additional selling restrictions.
49

6. Key features of the Shares
All Shares issued under the Offer will be fully paid ordinary
shares in Lodestone which rank equally with each other and all
other ordinary shares in Lodestone on issue at that time. The
key features of the Shares do not differ from those that apply
to other ordinary shares in a company generally.
Dividend Policy
Lodestone does not intend to declare any dividends prior to
FY32F and therefore does not have a dividend policy. Any
future dividends would be declared at the discretion of the
Board, are not guaranteed and would be considered in relation
to the current cash position, operating cash flow of the business
and future capital needs for the development and construction
of solar farms and will be subject to the solvency test under the
Companies Act.
Waiotahe Solar Farm (Te Herenga o Te Rā)
Lodestone Product Disclosure Statement
50

7. Lodestone’s financial
information
These tables provide key financial information about Lodestone.
Full financial statements are available on the Offer Register at
https://disclose-register.companiesoffice.govt.nz/. If you do not
understand this financial information, you can seek advice from
a financial advice provider or an accountant.
This section contains historical financial information for the
financial years ended 31 March 2024 (“FY24A”), 31 March
2025 (“FY25A”), and 31 March 2026 (“FY26A”). Lodestone has
elected to provide selected forward-looking target metrics (in
ranges) for the financial years ending 31 March 2029 (“FY29F”
or “Target FY29F”) and 31 March 2032 (“FY32F” or “Target
FY32F”) (together, the “Target Metrics”), because the Board
believes presenting these metrics over a three year and six
year timeframe provides investors with meaningful context for
assessing Lodestone’s business plan and growth trajectory.
Given Lodestone is still in the early stages of its growth, with
significant amounts of capital deployed in building out its solar
farm development pipeline, the Board considers that near-term
earnings and cashflow forecasts are not the most meaningful
basis for investors to make an assessment of Lodestone’s
longer-term prospects.
The period from FY26A to FY29F (“Target FY29F Period”)
covers the more proximate phase of Lodestone’s development
pipeline. The assumptions underpinning this period are
comparatively more probable, based on development of
identified sites and existing consents.
The period from FY26A to FY32F (“Target FY32F Period”)
illustrates Lodestone’s business at a more mature operating
scale, enabling investors to assess the financial profile that
Lodestone is targeting once its strategy is substantially
implemented. In addition, there is a delay between the
deployment of capital and revenue being realised in
Lodestone’s financial statements i.e. a full year of revenue from
a given project is not typically recognised until 24 months after
the first dollar of capital is invested in constructing a project.
In most cases, the Board believes it is appropriate to provide a
range for the Target Metrics. This is primarily due to the duration
from the date of this PDS until FY29F and FY32F, but also due
to the dynamic nature of the market that Lodestone operates
in and the number of assumptions that underpin the Target
Metrics. The range is predicated on a “lower case” and “upper
case”, whereby key drivers underpinning Lodestone’s business
plan are sensitised, which allows investors to assess the impact
of potential business plan outcomes on financial performance.
Further detail is available in the Supplementary Financial
Information on the Offer Register.
A summary of the principal assumptions on which the Target
Metrics are based are set out under the heading “Overview
of forward-looking financial information” in this section.
The Investigating Accountant’s Report on the Offer Register
addresses the historical financial information presented in
this PDS but does not address the Target Metrics.
Further financial-related documents are also available on
the Offer Register:
– Statutory Historical Financial Information: audited financial
statements for the past three financial years (FY24A, FY25A
and FY26A), including supplementary information and
financial commentary in relation to FY26A; and
– Supplementary Financial Information: further detail and
explanation of the assumptions underlying the Target
Metrics, including the range of assumptions that have been
used, along with commentary on historical data and trends as
well as reconciliations of the non-GAAP financial information
presented in this PDS to NZ GAAP.
Following the Listing, Lodestone intends to keep investors
updated as to its expected performance against the Target
Metrics and may update or revise the Target Metrics to reflect its
actual performance and any changes in expected performance
but does not intend to provide rolling target three year and six
year metrics going forward.
The Target Metrics are inherently uncertain and are based
on the Board’s assessment of events and conditions existing
at the date of this PDS. Actual results are likely to vary from
the information presented and variances may be material.
Accordingly, neither the Board nor any other person can
provide any assurance that the Target Metrics will be achieved,
and investors are cautioned not to place undue reliance on the
Target Metrics. You should assess the Target Metrics in this PDS
in light of the assumptions, and in conjunction with the other
information in this PDS (including in particular the information
in Section 8 of this PDS (Risks to Lodestone’s business and
plans)) and on the Offer Register. The financial information in
this PDS is presented in New Zealand dollars and is rounded
to the nearest one hundred thousand dollars (for historical
periods) or nearest one million (for the Target Period) (unless
otherwise stated), which may result in some discrepancies
between the sum of the components and totals within tables,
and also certain percentage calculations (which are based on
unrounded values).
51

Selected financial information
The below table of selected financial information contains the following types of financial information:
–Statutory historical financial information: as reported in Lodestone’s financial statements for FY24A, FY25A and FY26A prepared
under NZ GAAP. These statements have been audited by KPMG (registered under the Auditor Regulation Act 2011) and are
available on the Offer Register.
–Target Metrics: being selected financial measures for FY29F and FY32F that Lodestone views as the most appropriate metrics to
assess the performance of the business.
NZ$ MILLIONSFY24AFY25AFY26ATARGET FY29FTARGET FY32F
FINANCIAL PERIOD12 MONTHS
ENDED
31 MARCH 2024
12 MONTHS
ENDED
31 MARCH 2025
12 MONTHS
ENDED
31 MARCH 2026
12 MONTHS
ENDING
31 MARCH 2029
12 MONTHS
ENDING
31 MARCH 2032
Financial Performance
Statutory measures:
Revenue3.922.524.5
NPAT(10.1)(35.8)(0.9)
Net cashflows from
operating activities
(4.6)2.83.3
Dividends paid–––
Total assets264.6351.5371.5
Total cash and cash equivalents44.066.126.8
Total liabilities135.3209.5226.0
Management financial measures
(non-NZ GAAP)
Energy revenue1.312.225.1
43
67-74
44
169-195
44
Energy margin2.6
45
14.5
45
19.5 52-58 118-144
Energy services margin-(2.6)(3.0) 4 4-5
Operating costs(8.4)(10.3)(13.7)
46
(23)-(24)
47
(37)-(41)
48

Proportionate
operational EBITDAF
(5.8)1.62.8 32-38 85-108
Solar capital expenditure105.981.754.4 96-104 111
Total debt (excluding lease
liabilities)
49

109.6161.5185.3 282-283 425-469
Net debt65.695.4158.5 212-220 353-389
As at 31 March 2026, the Lodestone Group has $69.7 million of tax losses and an associated deferred tax asset of $15.1 million that
has not been recognised in the statement of financial position. In accordance with accounting standards, the deferred tax asset has
not been recognised given the Lodestone Group is yet to report a taxable profit. Tax losses are available for carry forward, subject
to shareholder or business continuity rules. These losses do not expire under current tax legislation.
43. FY26A energy revenue includes $1.6m of revenue relating to lines company charges that are on-charged to our customers.
44. FY29F and FY32F energy revenue excludes all on-charged lines charges and levies. For the purpose of forecasting, Lodestone assumes that lines company charges are
recovered through customer invoicing.
45. FY24A and FY25A energy margin is higher than energy revenue due to electricity spot market sales, which is a contra-expense item included in cost of sales.
46. FY26A operating costs excludes $6.2 million of non-recurring items related to a one-off employee share scheme adjustment ($2.8 million one-off excluded
from operating costs, but $1.0m recurring is included), repair costs that will be recovered via an insurance claim under warranty for equipment that failed upon
commissioning ($1.5 million), development asset impairment primarily related to an owned site in Northland that is not being pursued any further due to a nearby
owned site being prioritised ($1.2 million), Offer and transaction expenses ($0.5 million), and mass-market retail launch ($0.3 million).
47. FY29F operating costs includes $1.1 million of expected public company costs and $1.0 million of non-cash employee share scheme costs.
48. FY32F operating costs includes $1.2 million of expected public company costs and $1.0 million of non-cash employee share scheme costs.
49. Total debt includes working capital facilities, but these are assumed to be undrawn as at end of FY29F and FY32F.
Lodestone Product Disclosure Statement
52

The table below includes key operational and financial metrics for historical periods, FY29F and FY32F that Lodestone views as the
most appropriate metrics to assess the performance of the business.
FY24AFY25AFY26ATARGET FY29FTARGET FY32F
FINANCIAL PERIOD12 MONTHS
ENDED
31 MARCH 2024
12 MONTHS
ENDED
31 MARCH 2025
12 MONTHS
ENDED
31 MARCH 2026
12 MONTHS
ENDING
31 MARCH 2029
12 MONTHS
ENDING
31 MARCH 2032
Operating Performance
Number of operating
solar farms
50
(#)
134916-18
Electricity capacity
51
(MWdc) 33109141294571-626
Non-Lodestone owned
electricity capacity
52
(MWdc)
0003589-95
Electricity generation (GWh)17117178389-416802-888
Non-Lodestone owned
electricity generation
53
(GWh)
00030-36128-131
Electricity sold to customers (GWh)9107184428-457883-977
Financial metrics
Average electricity sales price
to customers ($ / MWh)
144114136157-162192-200
Energy margin per MWh
of generation ($ / MWh)
151124110122-127134-148
Key operational metrics
The following table defines the key operational metrics used by Lodestone to assess and analyse its operational and financial
performance and which are set out in the selected financial information table above. These metrics are specific to Lodestone’s
business model as a solar gentailer.
METRICDESCRIPTION
Operating
solar farms
The number of utility-scale solar generation assets that have reached commercial operations and are actively
generating electricity at the end of the period. A solar farm is considered operational from its substantial
completion, being the point at which the solar farm has been connected to the relevant electricity distribution
or transmission network and is generating electricity available for sale.
Electricity
capacity
The total installed direct current generation capacity across all operating solar farms (including 100% of the
electricity capacity of any JV-owned solar farms), measured in MWdc, at the end of each period and represents
the maximum nameplate output of the solar panel arrays at each solar farm under standard test conditions.
Electricity
generation
The total volume of electricity generated across all operating solar farms during a period (including 100% of any
JV-owned solar farms), measured on an actual basis in GWh for historical periods or on a P50 basis in GWh for
future periods. P50 generation refers to the median estimated annual electricity output of a solar farm derived
from probabilistic energy yield assessments conducted by independent technical advisers. P50 estimates are
market-standard for energy modelling, as they reflect an equal likelihood of actual generation being either
above or below the estimate. Output is subject to seasonal variation, with generation materially higher during
the summer months (October to March) reflecting New Zealand’s solar irradiance profile, and lower during
winter months (June to August). Generation is also subject to weather variability, equipment availability and,
where applicable, the timing of new site commissioning within a given reporting period.
Electricity sold
to customers
The total volume of electricity, measured in GWh, sold to all customers during the period.
50. Number of operating solar farms as at the end of the period.
51. Electricity capacity is as at the end of the period and includes 100% of the capacity of any JV-owned solar farms.
52. Non-Lodestone owned electricity capacity represents the electricity capacity of the portion of JV solar farms that Lodestone does not own, as at the end of the period.
53. Non-Lodestone owned electricity generation represents electricity generated during the period from the portion of JV solar farms that Lodestone does not own.
53

Key financial performance metrics (non-NZ GAAP)
Lodestone uses certain financial measures that are not defined under NZ GAAP, that it believes are the most appropriate metrics to assess
the performance of the business. These metrics should not be considered in isolation from, or as a substitute for, financial information
prepared under NZ GAAP. The key financial performance metrics used by Lodestone and presented in this PDS are set out below.
METRICDESCRIPTION
Energy revenueEnergy revenue represents revenue generated from the sale of electricity to Lodestone’s customers
on a contracted price basis. This is the primary revenue benchmark used to measure performance by
Lodestone and differs from the statutory definition of revenue.
54
Energy marginEnergy margin represents the net earnings generated from Lodestone’s electricity generation and retail
activities before site operating costs, retail costs and corporate overheads. It is calculated as energy
revenue less the direct costs of selling electricity to customers, comprising the net impact of Wholesale
Market sales and purchases, net hedge settlements, fixed-price electricity purchases under third-party
PPAs, network charges and metering fees. This also includes Lodestone’s ownership share of energy
margin earned by investee entities, including JVs.
Energy
services margin
Energy services margin comprises revenue from site development, construction and JV management
services, less associated non-capitalised development and construction costs. JV management costs are
included in operating costs.
Operating costsOperating costs includes site, retail and corporate costs and directly attributable overhead costs related
to managing the operational solar farms, serving Lodestone’s customer base and supporting Lodestone’s
business activities. The costs include Lodestone’s ownership share of site costs incurred by investee
entities, including for JVs, but exclude any one-off, non-recurring items.
Proportionate
operational EBITDAF
Proportionate operational EBITDAF is defined as earnings before net interest expense and other financing
costs, income tax, depreciation and amortisation, and fair-value movements on financial instruments,
but excluding non-recurring expenses. Fair-value movements excluded from Proportionate operational
EBITDAF comprise unrealised gains and losses on electricity hedge contracts, power purchase agreement
derivatives and interest rate swaps, which are marked to market each period in accordance with NZ IFRS
and can give rise to material non-cash gains or losses that are not reflective of Lodestone’s underlying
cash operating performance. Proportionate operational EBITDAF for FY29F and FY32F also includes
Lodestone’s proportionate share of EBITDAF from JVs and associates.
Solar
capital expenditure
Solar capital expenditure represents property, plant and equipment additions including capitalised
interest, financing fees, and commitment fees but excluding right-of-use assets and land. This is equivalent
to the aggregate capital investment incurred by Lodestone in the development and construction of its
sites (and associated equipment) during the period. This also includes Lodestone’s ownership share of
capital expenditure incurred by investee entities, including JVs.
Total debt
(excluding
lease liabilities)
Total debt represents the total borrowings, excluding lease liabilities recognised under NZ IFRS 16 in
respect of land and office leases. This is the equivalent of the aggregate principal amount of Lodestone’s
drawn interest-bearing borrowings as at the balance date, including both senior and junior debt.
55
FY29F
and FY32F also includes Lodestone’s ownership share of total debt (excluding lease liabilities) incurred
by investee entities, including JVs.
Net debtNet debt represents total debt (excluding lease liabilities) less total cash and cash equivalents
(as defined by NZ GAAP).
Average electricity
sales price
to customers
The average energy revenue earned per MWh of electricity sold to customers during the period.
Calculated as energy revenue divided by electricity sold to customers. The sales price has been
presented net of lines charges and other fees as these are assumed to be passed through to customers.
Energy margin per
MWh of generation
Energy margin per MWh represents the energy margin earned per MWh of electricity generated
(including third-party generation purchased) during the period (expressed as $ / MWh). It is calculated
as energy margin divided by total electricity generation, including third-party generation purchases.
54. Reconciliation of energy revenue to statutory revenue for FY24A, FY25A and FY26A is included in Part B of the Supplementary Financial Information on the
Offer Register.
55. Lodestone refers to its facilities with IFM as “junior debt” because it is structurally subordinated to the Westpac project finance debt and has some flexible characteristics
such as the ability to capitalise interest. The security for the junior debt is limited to the assets of the relevant borrower in the Lodestone Group and there are no
guarantees in relation to that debt.
Lodestone Product Disclosure Statement
54

Key components of Lodestone earnings
Energy margin
Lodestone’s principal earnings stream is through the sale of
electricity directly to customers:
–C&I customers: Lodestone sells electricity directly to C&I
customers under individually negotiated supply agreements.
Current customers are sold electricity under Corporate
Renewable Energy Master Agreements or Corporate
Renewable Energy Supply Agreements, supported by
site-specific PPAs. The majority of the volume supplied
under these arrangements is contracted on longer-
term agreements with terms ranging from 5 to 20 years.
Lodestone offers C&I customers a range of VRC structures
depending on their electricity consumption profile and risk
appetite for exposure to movement in Wholesale Market
prices, ranging from fixed-price, variable-production (“FPVP”)
arrangements that provide customers with price certainty, to
virtual rooftop structures under which customers receive an
allocation of Lodestone’s solar generation on a half-hourly
basis and bear a degree of exposure to Wholesale Market
price movements.
–Mass-market retail customers: Lodestone has launched a
mass-market retail electricity offering targeting residential
and small business customers. Under our mass-market retail
model, customer pricing comprises fixed daily charges
based on estimates of electricity consumption with an
annual wash-up adjustment for actual volume consumed.
Lodestone’s energy margin is influenced by the following
principal drivers that reflect the fundamental economics of
a solar gentailer:
–Price of electricity sold to C&I customers: the average price
of electricity sold across Lodestone’s generation is a blend
of contracted pricing across the C&I customer portfolio.
–Price of electricity sold to mass-market retail customers:
Lodestone’s mass-market retail offer includes “time of
use” retail pricing structure which incentivises electricity
consumption during off-peak periods such as during the day
(when solar is generating electricity) and night (when market
electricity demand is low). Customers receive account credits
where their peak-period consumption is below set monthly
targets. Electricity will be priced competitively relative to
gentailer and independent competitors.
–Volume of electricity sold: the volume of electricity sold is
primarily driven by the electricity demand of its customers.
During the winter months, Lodestone will typically be in a
net short electricity position as generation from its portfolio
will be less than customer demand. This mismatch is actively
managed via its hedge portfolio or by purchasing in the
Wholesale Market. In the summer months, Lodestone may be
in a net long electricity position and will sell excess electricity
generated into the Wholesale Market with hedges used to
manage this exposure.
–Customer mix of volume sold: Lodestone launched its
mass-market retail strategy in late 2026 with mass-market
retail customers being the primary sales focus in the future
as more solar farms become operational i.e. the majority of
new incremental electricity generation will be sold to mass-
market retail customers. If the uptake of mass-market retail
customers is less than expected then Lodestone will need
to sell excess generation to C&I customers or the Wholesale
Market, which would likely have a negative impact on the
Target Metrics.
–Cost of electricity sold: the cost to Lodestone of meeting
its customer electricity demand. This is primarily driven
by the difference in actual generation of Lodestone solar
farms relative to actual customer demand, the difference
in actual customer demand relative to expected customer
demand, Wholesale Market spot prices and volatility, hedge
settlements and the cost of third-party power purchase
agreements (including the cost of purchasing the portion
of electricity from JV-sites that Lodestone does not own).
Hedge settlements have a direct impact on Lodestone’s
energy margin. If Lodestone is net short, hedge prices that
are lower than prevailing Wholesale Market spot prices will
improve the energy margin, while hedge prices that are
higher than spot prices will reduce it. If Lodestone is net
long, the opposite applies. See “Wholesale Market Hedging
Risk” in Section 8 of this PDS (Risks to Lodestone’s business
and plans) for further information.
–Seasonality: Lodestone will typically generate higher energy
margin in the summer months relative to the winter months
given more electricity is generated from Lodestone’s solar
farms and less electricity needs to be purchased in the
Wholesale Market.
55

Energy services margin
Lodestone expects to generate earnings through the
development of sites and the construction and management
of solar farms.
–Development: Lodestone develops solar projects and
capitalises some of the associated costs to its balance sheet.
If a developed site is sold to a strategic partnership at a
price above the cost to develop, Lodestone will recognise
a gain on asset sale expressed as development revenue in
its income statement, although the Target Metrics do not
assume any gain on sale of developed assets is recognised
in any period. If the developed site is kept on Lodestone’s
balance sheet, the asset will be held at cost. Development-
related operating expenses that cannot be capitalised are
included in energy services margin.
–Construction: Lodestone has historically engaged a third
party for the EPC management required to build operational
solar farms (with Lodestone responsible for engineering
and procurement and overseeing the construction services
provided by the third party). Lodestone has developed the
construction capability and expertise in-house and now
intends to manage EPC for all future solar farm builds.
For JV-owned sites, Lodestone expects to deliver the
construction management services and charge on an
arm’s-length basis and subsequently recognise construction
margin. The target margin is a fixed dollar amount and
is based on the target construction cost. If the actual
construction costs differ to the target construction cost,
then the realised margin may differ to the target margin.
Lodestone only recognises construction margin for the
portion of the JV that it does not own (assumed to be 50%
for all JV-owned sites) with the remaining benefit reflected in
a lower capital cost contribution to the JV (i.e. one half of the
margin is reflected in Lodestone’s income statement with the
other half reflected in Lodestone’s cash flow statement). For
sites that are 100% owned by Lodestone, Lodestone does
not earn a construction margin but benefits from reduced
capital required to construct sites (i.e. all the benefit is
reflected in Lodestone’s cash flow statement).
–Management services: Lodestone expects to earn fees from
providing JV management services to JV-owned solar farms
in the future via contracted annual management fees, which
is offset by operating expenses incurred in the provision of
these services (which are recognised in Operating costs).
Operating costs
Lodestone’s core operating expenditure covers the cost of
operating its solar farms and servicing its customer base, and
corporate functions to service all parts of the business:
–Site costs: Lodestone is highly experienced at operating
solar farms and there is good visibility into the operating cost
base. Site costs include insurance and overheads to oversee
the solar farms, both of which are expected to improve
on a relative basis over time as these are spread across
more solar farms. Factors that can lead to increased costs
are primarily related to disruptions from adverse weather
events, equipment malfunctions or unexpected increases
in transmission or distribution charges due to transmission
pricing methodology (“TPM”).
–Retail costs: Lodestone is in the early stages of its mass-
market retail strategy which means that the current cost base
is high (relative to energy margin) as Lodestone has invested
in the technology, systems and people required to service
a large mass-market retail customer base. As the customer
base scales, Lodestone expects it will not need to increase
its operating cost base proportionally, resulting in a reduced
cost to serve over time.
–Corporate overheads: Lodestone has invested in its people,
infrastructure, systems and technology to support its end-to-
end solar gentailer business model. As the business scales,
the increase in corporate overheads will be proportionately
less than the increase in other operating costs.
Lodestone Product Disclosure Statement
56

Overview of historical financial performance
FY26A financial performance relative to FY25A
Lodestone’s proportionate operational EBITDAF for FY26A
was $2.8 million (excluding $6.2 million of one-off adjustments)
compared to $1.6 million in FY25A. This reflected higher energy
margin from increased Lodestone electricity generation but
was partially offset by increasing corporate costs as Lodestone
continued to invest in its end-to-end business model to
support future growth.
The key drivers of proportionate operational EBITDAF
growth were:
– The increase in generation from 117 GWh to 178 GWh
reflecting a full year of operations from Edgecumbe
and Waiotahe together with a partial year contribution
from Whitianga
– This led to an increase in sales volume from 107 GWh
to 184 GWh reflecting strong growth in underlying
customer contracts
– The increase in electricity sales price from $114/MWh to
$136/MWh due to a combination of higher contracted
C&I pricing and higher Wholesale Market spot prices
This growth was offset by:
– The increase in construction and development expenses
attributed to establishing Lodestone’s construction division
and advancing the development programme
– Higher operating costs (excluding one-off adjustments)
driven by higher site costs attributable to full year operations
of Edgecumbe and Waiotahe and partial year contribution
from Whitianga, increased investment in headcount to
support Lodestone’s growing business and establishing
the mass-market retail operations platform
Statutory NPAT improved from $(35.8) million in FY25A to
$(0.9) million in FY26A, primarily due to a $19.0 million net
increase in the fair value of energy derivatives in FY26A,
compared to a $27.7 million net decrease in FY25A. This
improvement was partially offset by higher finance expenses
(which increased from $7.7 million in FY25A to $13.3 million in
FY26A), higher depreciation and amortisation expense (which
increased from $3.3 million in FY25A to $6.7 million in FY26A),
and a $6.2 million one-off, non-recurring expense recognised
in FY26A (nil in FY25A). This was partially offset by improved
underlying operating performance, with Proportionate
operational EBITDAF improving from $1.6 million in
FY25A to $2.8 million in FY26A.
FY26 Proportionate
operational EBITDAF
FY25 Proportionate
operational EBITDAF
Energy margin
Energy services margin
Operating Costs
1.6
(3.4)
2.8
5.0
(0.4)
57

FY25A financial performance relative to FY24A
Lodestone’s proportionate operational EBITDAF for FY25A was
$1.6 million compared to ($5.8) million in FY24A. This reflected
higher energy margin from increased Lodestone electricity
generation but was partially offset by increasing corporate
costs as Lodestone continued to invest in its end-to-end
business model to support future growth.
The key drivers of proportionate operational EBITDAF
growth were:
– The increase in generation from 17 GWh to 117 GWh
reflecting the first full year of operations of Kaitaia, and
Waiotahe and Edgecumbe becoming operational
– This supported an increase in sales volume from 9 GWh
to 107 GWh reflecting growth in customer contracts and
the expanding portfolio of operating solar farms
This growth was marginally offset by:
– The decrease in average electricity sales price to
customers from $144/MWh to $114/MWh reflecting
lower priced C&I customer contracts
– Higher operating expenses as a result of higher site
costs attributable to Edgecumbe and Waiotahe and
higher corporate costs attributed to expansion in
Lodestone’s operations
Statutory NPAT declined from $(10.1) million in FY24A to
$(35.8) million in FY25A, primarily due to a $27.7 million net
decrease in the fair value of energy derivatives in FY25A,
compared to a $5.0 million net decrease in FY24A. This
decline was also driven by a $1.8 million net decrease in
the fair value of treasury derivatives in FY25A (nil in FY24A),
higher finance expenses (which increased from $3.0 million
in FY24A to $7.7 million in FY25A), and higher depreciation
and amortisation expense (which increased from $0.4 million
in FY24A to $3.3 million in FY25A). This was partially
offset by improved underlying operating performance,
with Proportionate operational EBITDAF improving from
$(5.8) million in FY24A to $1.6 million in FY25A.
FY25 Proportionate
operational EBITDAF
FY24 Proportionate
operational EBITDAF
Energy margin
Energy services margin
Operating Costs
(5.8)
(1.9)
1.6
11.9
(2.6)
Lodestone Product Disclosure Statement
58

Overview of forward-looking financial information
Key assumptions underpinning Target Metrics
The table below outlines a summary of the principal assumptions underlying the Target Metrics. A full description of the
assumptions with further details is available in the Supplementary Financial Information on the Offer Register.
TARGET METRICKEY ASSUMPTIONS
Operating solar farmsLodestone commences construction of 2 to 3 solar farms per annum through to the end of
FY32F while continuously maintaining an approximate three-year pipeline of developed sites.
By the end of FY32F, Lodestone expects to have 16 to 18 operational solar farms, of which 4 to
5 are JV-owned sites. Some of the sites in our current and future development pipeline may be
larger than our typical solar farms and could result in less than 16 to 18 operational solar farms
by FY32F but still deliver the same target electricity capacity.
Electricity
capacity
The total electricity capacity of the next eight planned sites
56
that are expected to be
constructed is 296 MWdc (or average 37 MWdc). Beyond this, Lodestone assumes that
each future solar farm will have average electricity capacity of 32 MWdc per solar farm.
Electricity
generation
Future generation for each solar farm is based on the latest first year P50 generation estimate
for that solar farm. The total P50 electricity generation for the next eight planned solar farms
expected in the first operating year of each solar farm is 433 GWh (or 54 GWh per solar
farm). Beyond this, Lodestone assumes each future solar farm will have average first year P50
electricity generation of 50 GWh.
Electricity sold to customersLodestone will sell all the generation from its operating solar farms and purchase an additional
10% of generation from third parties to meet customer demand in FY29F and FY32F. Lodestone
currently purchases third-party solar generation from NewPower Energy Limited’s Taiohi
solar farm.
Average electricity sales price
to customers
Lodestone has modelled C&I and mass-market retail prices through FY32F.
– Current C&I pricing is based on the actual contracted pricing profile with future pricing
estimates driven by ASX wholesale futures market, Wholesale Market price forecasts and
Lodestone’s market insights and commercial experience with C&I customers.
– Current mass-market retail pricing is based on the discounted pricing that is currently being
offered in the launch phase with annual market price escalations assumed to be 2 to 3%
per annum and Lodestone’s mass-market retail price trending to market average pricing
over time. The range in the Target Metrics sensitises both mass-market retail pricing and
annual escalation.
The electricity sales price for mass-market retail is higher than C&I. The Target Metrics are
predicated on the successful launch of the mass-market retail strategy in late 2026 with
continued growth in mass-market retail customers through to FY32F such that mass-market
retail accounts for 36 to 39% of total electricity sold in FY29F and 65 to 67% of total electricity
sold in FY32F. This is predicated on the assumption that Lodestone sells 81% of incremental
generation from future sites to mass-market retail customers.
56. Planned sites are Ongaonga Road, Kairanga, Bute 1, Bute 2, Gisborne, Dunsandel, Mount Somers and McIver, which are all expected to have commenced construction
by FY31F.
59

TARGET METRICKEY ASSUMPTIONS
Energy services marginLodestone will develop and construct all future planned sites (both named and unnamed)
through to FY32F. The economic assumptions are detailed below for JV-sites:
Development: Lodestone may earn a development margin if a developed asset is sold to the
JV at a higher value than the total capitalised costs to develop the asset. The Target Metrics
assume that the developed asset is sold at a price equal to the costs to develop the asset
i.e. no margin earned.
Construction: Lodestone earns construction margin on JV solar farms it manages construction
of as the solar farm progresses to becoming operational. Future construction margin is based
on a 10% margin earned on the target cost of constructing the operational solar farm, which
is based on rates that Lodestone has historically paid to third parties for the management of
construction of its current solar farms and market evidence for margins earned on similar risk
profile construction projects.
JV management services: Lodestone also earns annual contracted management fees from
operating and maintaining JV-owned solar farms. It is expected that these fees will offset the cost
Lodestone incurs to provide the contracted services (in addition to Lodestone’s 50% portion of
the JV fee) and minimal margin will be recognised.
Operating costsLodestone’s operating costs comprise of the following:
Site and retail costs: The forecast site operating costs are based on Lodestone’s operational
experience to date, adjusted for anticipated inflationary pressures in maintenance, wages
and transmission charges. The costs will also be influenced by bringing O&M services in-
house, ongoing efficiencies that result from the introduction of new technologies and having
multiple sites. Retail operating costs are modelled on a per customer basis with metrics
based on Lodestone’s scale and mass-market retail strategy and referenced against publicly
listed competitors.
Corporate costs: Lodestone has invested in its operating platform (workforce, technology,
systems and infrastructure) to support future generation, development, sales and retailing
operations. As such, Lodestone assumes its overhead cost base will increase modestly in
the future.
Lodestone Product Disclosure Statement
60

Bridge to Target FY29F proportionate
operational EBITDAF from FY26A proportionate
operational EBITDAF
Lodestone’s Target FY29F proportionate operational EBITDAF
is $32 to $38 million compared to $2.8 million in FY26A.
The drivers of the uplift are detailed below:
The key drivers are:
– The increase in generation from 178 GWh to 389 to
416 GWh reflecting the successful completion of five
additional solar farms: Clandeboye, Kairanga, Bute 1,
Ongaonga Road and Bute 2;
– The increase in sales volume from 184 GWh to 428 to
457 GWh reflecting the successful addition of mass-
market retail customers whilst maintaining existing
customer contracts;
– The increase in average electricity sales price from
$136/MWh to $157 to 162/MWh reflecting the introduction
of mass-market retail pricing and decreased weighting of
FPVP contracts relative to the total electricity sold; and
– The increase in energy services margin as Lodestone
commenced construction of JV-owned sites in FY27F.
Lodestone expects to be constructing one JV site in
FY29F and have two JV-solar farms under management.
Revenue growth is offset by an increase in operating costs:
– Higher site costs attributable to full year operations of
Clandeboye, Kairanga and Ongaonga Road and partial
year impact from Bute 1 and Bute 2;
– An increase in retail costs including cost to serve,
acquisition costs, and churn costs incurred as a result of
the commencement and growth of the mass-market retail
offering; and
– Higher corporate costs as Lodestone becomes a public
company that incurs public company costs and continues
to invest in the platform to support enhanced scale.
Bridge to Target FY32F proportionate operational
EBITDAF from Target FY29F proportionate
operational EBITDAF
Lodestone’s Target FY32F proportionate operational EBITDAF
is $85 to $108 million compared to $32 to $38 million in FY29F.
The drivers of the uplift are detailed below:
The key drivers are:
– The increase in generation from 389 to 416 GWh to
802 to 888 GWh reflecting the successful completion
of 7 to 9 additional solar farms;
– The increase in sales volume from 428 to 457 GWh to 883
to 977 GWh reflecting growth in mass-market retail demand
as Lodestone begins to increase its market share; and
– The increase in average electricity sales price from $157
to $162/MWh to $192 to $200/MWh reflecting the higher
weighting of high-margin mass-market volumes within the
electricity sales.
This growth is marginally offset by higher operating costs:
– higher site costs attributable to operations from new
solar farms;
– an increase in retail operating costs as a result of increased
growth of the mass-market retail offering from Lodestone
acquiring greater market share; and
– an increase in corporate costs attributed
to inflationary growth.
FY29 Proportionate
operational EBITDAF
FY26 Proportionate
operational EBITDAF
Energy margin
Energy Services margin
Operating Costs
3
(10)-(11)
38
32
33-39
7
FY32 Proportionate
operational EBITDAF
FY29 Proportionate
operational EBITDAF
Energy margin
Energy Services margin
Operating Costs
38
32
(14)-(16)
108
85
66-86
0-1
61

Capitalisation
CAPITALISATION TABLE
Number of Shares being offered33,333,334 to 44,444,445
Offer Price$2.25
Implied market capitalisation$440 million to $465 million
Net Debt (including lease liabilities) / (Cash) on completion of the Offer$49.9 million to $73.6 million
Implied enterprise value$513.6 million to $514.9 million
Explanation of implied market
capitalisation and implied
enterprise value
Implied market capitalisation is the value of all of the issuer’s
equity securities, as implied by the price of the Shares
being offered. It tells you what Lodestone is proposing that
Lodestone’s equity is worth.
Implied enterprise value (“EV”) is a measure of the total value
of the business of Lodestone, as implied by the price of the
Shares being offered. Implied enterprise value is the amount
that a person would need to pay to acquire all of Lodestone’s
equity securities and to settle Lodestone’s net borrowings.
It is a measure of what Lodestone is proposing the business
of Lodestone as a whole is worth.
Lodestone’s EV and implied market capitalisation have been
calculated on the basis that 206,666,692 Shares will be on
issue immediately following completion of the Offer, which
assumes the $100 million Offer is fully subscribed and 233,934
Shares will be issued on the Allotment Date to ESS participants
who have exercised options prior to the date of this PDS, as
described in Section 2 (Lodestone and what it does) of this
PDS. If the number of Shares on issue immediately following
completion of the Offer is less than 206,666,692 Shares, due to
less Shares being issued under the Offer, Lodestone’s implied
market capitalisation immediately following the completion
of the Offer will be lower, and its EV will be marginally lower.
Implied market capitalisation excludes any value for options
remaining on issue in Lodestone immediately following
completion of the Offer. Immediately following completion of
the Offer there will be 7,528,518 options to acquire Shares on
issue in Lodestone with an average exercise price of $2.2369.
Agrivoltaics at Edgecumbe Solar Farm (Rangitaiki)
Lodestone Product Disclosure Statement
62

8. Risks to Lodestone’s
business and plans
This section describes the circumstances that Lodestone is aware of that exist or are likely to arise that significantly increase the risk
to Lodestone’s financial position, financial performance or stated plans. We have outlined our assessment of the likelihood, nature
and potential magnitude of the impact of these circumstances. These risks are based on the knowledge and assessment of the
Board as at the date of the PDS and it is possible that the importance of each risk may change or other risks may emerge over time.
Funding Availability Risk
What is it?In addition to the capital to be raised under the Offer, we will require ongoing access to key sources
of funding to achieve our growth strategy of building 2 to 3 new utility-scale solar farms per year.
There is a risk that access to funding is not available, including because we are unable to successfully
refinance our debt facilities on or before maturity on acceptable terms, we are unable to obtain
debt facilities or short term funding loans for new projects, we fail to comply with the conditions and
covenants in our debt facilities, our ability to access operating cash flow from existing operations is
constrained or strategic partnerships are not available for future solar farm developments.
Why is it significant?If funding sources are not available, we would be unable to develop the planned number of new
solar farms within the expected timeframes, which may have a material adverse impact on our
financial performance.
Our existing Westpac debt facility is maturing in 2027. Failure to refinance our debt facilities on or
before their maturity dates, or refinancing on materially worse terms, could have a significant impact
on the business, including our solvency, increased costs of capital and lower projected returns to
equity. If we were unable to refinance the Westpac facility on maturity, we would likely also be in
default under our other debt facilities.
Our current facilities contain a range of conditions and covenants, including interest coverage ratios,
restrictions on distributions, requirements relating to the funding of capitalised interest and electricity
hedging obligations that must be satisfied as a condition to continued access to those facilities.
Any future facilities are expected to be subject to similar restrictions. If our banking covenants are
breached, or we fail to meet distribution conditions, this may operate as a block on the flow of cash
from operating solar farms to Lodestone, trigger an event of review or an event of default.
Our Target Metrics assume that 4 to 5 of our 16 to 18 operating solar farms by FY32F are strategic
partnerships. Further funding would be required to develop wholly-owned sites to meet Lodestone’s
planned development cadence, or the timing of development of new sites would need to slow if
strategic partnerships cannot be secured.
Our assessment of the
likelihood, nature and
potential magnitude of
any impact
Lodestone has had good access to debt finance to date. Subject to future market conditions, we
consider the likelihood that we would be unable to obtain additional debt finance for future projects,
refinance existing facilities on acceptable terms or maintain compliance with covenants to be low,
although the potential magnitude of any impact on our business could be significant if it were to
occur. Our assessment of this risk is consistent with the assumptions underpinning the Target Metrics,
including that we expect our implied cost of debt to reduce over the Target FY32F Period. Further
information about Lodestone’s implied cost of debt over the Target FY32F Period can be found in
the Supplementary Financial Information available on the Offer Register.
We mitigate this risk by engaging with lenders well in advance of any refinancing date, maintaining
strong relationships with our banking partners, and developing detailed refinancing plans ahead
of facility maturity dates. We also seek to maintain compliance with all financial and operational
covenants and to demonstrate strong asset performance and revenue visibility to our lenders.
In terms of the availability of strategic partners, we consider the likelihood that we would be unable
to enter into acceptable JV arrangements for future projects to be possible. The potential impact on
our business could be moderate if it were to occur as alternative sources of capital would need to be
sourced to fund future projects to achieve our target electricity generation. Lodestone has already
entered into a JV in relation to the Ongaonga Road solar farm and is engaging with a number of
other potential strategic partners. However, further relationships will need to be developed in
coming years.
63

Development and Construction Risk
What is it?We need to deliver projects across our development pipeline on time and within budget.
This exposes us to a number of development and construction related risks, including:
–Development risk: Projects in our pipeline may fail to progress to construction for a range
of reasons, including difficulty obtaining resource consents or approvals, unfavourable grid
connection outcomes, site-specific issues such as flood risk or poor ground conditions,
community opposition, problems securing land access or project economics that are not
commercially viable.
–Higher costs: Construction costs may increase, including due to higher prices for solar
photovoltaic modules (“PV modules”), unfavourable exchange rate movements, higher
shipping costs, labour cost inflation, transmission connection costs or unexpected
geotechnical conditions. Where we construct JV-owned solar farms, increases in
construction cost above budget, or delays, may also reduce the energy services
margin we realise on those activities.
–Schedule delays: Projects may be delayed by grid connection uncertainty, consenting delays,
contractor availability, internal resource constraints, shipping delays for long-lead items, or
weather-related disruption.
–Delivery risk: Certain major equipment that we procure directly and supply for installation
at our solar farms may be lost or damaged during delivery or storage.
–Subcontractor concentration: We rely on key specialist subcontractors. There is a risk that
a key subcontractor becomes unavailable due to capacity constraints, financial difficulty,
or relationship breakdown.
Why is it significant?Our growth strategy is based on a consistent build cadence of 2 to 3 new utility-scale solar
farms per year. If we are unable to bring our development pipeline to a construction ready state
on time or at all, it may reduce this cadence and have a material adverse impact on our financial
performance. In some cases, if a project does not proceed to construction, the development
costs already incurred may need to be written off, resulting in a loss on that development.
Higher costs would increase the amount of capital required to deliver our build programme,
potentially resulting in additional funding requirements, fewer projects and a reduction in the
future uplift in value from constructing our pipeline. We procure key equipment in foreign
currency, with approximately 40% of our equipment costs exposed to prevailing exchange
rates. Accordingly, a depreciation of the New Zealand dollar would increase our equipment
cost and the cost of constructing each solar farm. As we develop our pipeline, we are able
to capitalise a portion of the associated development costs to our balance sheet, where the
relevant accounting criteria are met. Our ability to capitalise development costs is discussed
further in Section 7 (Lodestone’s financial information) of this PDS. Our Target Metrics assume a
10.0% construction margin on the target cost of each JV-owned solar farm, plus contracted fees
for operating and maintaining JV sites. Because this margin is fixed by reference to the target
cost, any cost overruns, including those arising from exchange rate movements, may reduce
the margin actually realised.
Construction delays on a single solar farm could cause us to materially miss in-year revenue
targets, or incur additional hedging costs as a result of a timing mismatch with our customer
contracts or hedges.
Consistent delays across our project portfolio could impact our overall build programme,
meaning we are unable to construct the planned number of new solar farms in the
expected timeframes.
Under our in-house EPC management model we procure certain major equipment directly and
supply it for installation. Under this model, we bear the risk of loss or damage to equipment
during delivery and storage. If equipment is damaged or lost in transit, we may incur
replacement costs and experience construction delays.
If a key subcontractor becomes unavailable, it may be difficult to source a suitably qualified
substitute at equivalent cost and quality, which could cause construction delays.
Lodestone Product Disclosure Statement
64

Development and Construction Risk
Our assessment of the
likelihood, nature and
potential magnitude of
any impact
Lodestone manages development risk through careful site selection, staged investment, a
diversified and growing pipeline and early stakeholder engagement. While our pipeline is well
advanced, it remains possible that one or more of our projects may not proceed to construction.
If this occurs, it could delay us achieving our Target generation capacity and delay the receipt
of revenue we expect to earn from that additional capacity. It could also mean that we have to
write off development costs already incurred on the affected projects. While we consider the
likelihood of a material impact to our target generation capacity and revenue to be low, the
impact could be moderate to significant if multiple projects are delayed or discontinued at the
same time.
We consider it possible that higher costs and schedule delays may arise during the construction
of our development pipeline, and that the construction margin realised on JV sites may
differ from the 10.0% assumed in our Target Metrics as a result. Our Target Metrics include
allowances for inflation and we manage delays through early procurement, active project
oversight, diversification of project pipeline, and flexible project sequencing. Our experience
delivering five solar farms also supports effective in-house project execution.
For projects developed through JVs, Lodestone’s exposure to development and construction
costs will generally reflect its ownership interest in the relevant JV, with the balance borne by
the strategic partner. However, Lodestone may also incur development costs before a strategic
partner is brought on and may bear construction-related risk where it provides construction
management services to the JV.
While individual projects may from time to time be delayed or exceed budget, the diversified
nature of our pipeline helps to limit the extent to which the performance of any one project
affects the timing and level of the Lodestone Group’s overall EBITDAF. However, if costs
materially exceeded our expectations across our build programme or a series of projects
are significantly delayed, this could adversely affect Lodestone’s financial performance. The
magnitude of any impact will depend on how many projects are affected and the scale of the
overrun or delay.
Although it is possible that equipment we procure and supply directly will be lost or damaged,
we consider the potential impact of a loss or delay arising from this to be minor. This risk is
managed through marine cargo and construction works insurance covering equipment in
transit and while stored on site, as well as contractual protections in our supplier agreements,
including liquidated damages for late delivery and retentions withheld from supplier payments
until equipment is accepted.
We consider it possible that a key contractor may become unavailable and expect the potential
impact of this to be moderate. We try to mitigate this risk by careful selection of subcontractors,
milestone payments, broadening our supplier base and maintaining the capability to engage
alternative subcontractors if required. However, a failure of a key subcontractor during project
construction would be likely to have a negative financial impact on the cost of that project.
An EPC contractor has not yet provided a replacement bond within the prescribed timeframe.
If that replacement bond is not provided prior to expiry of the existing bond, we intend to call
upon the bond. We believe that the funds received will enable us to mitigate any negative
impacts that may arise from any contractual default by that contractor.
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Customer Risk
What is it?A key element of our growth strategy is the successful launch and scaling of our mass-market
retail business to diversify our customer base, which we plan to commence in the second half
of 2026.
Achieving our mass-market growth targets will depend on the successful deployment of
our retail technology systems, our ability to acquire customers and competitive dynamics
in the retail electricity market and the margins we are able to achieve on mass-market retail
customers. There is a risk that we do not achieve these things, or that we are otherwise unable
to successfully launch and scale a mass-market retail business.
There is also a risk that a major C&I customer could fail or default in its obligations or may seek
to terminate its contract or not renew it at the end of its term.
Why is it significant?Our mass-market retail business is expected to progressively diversify our customer base,
reduce our reliance on C&I offtake and generate higher margins than our C&I contracts. If our
mass-market retail business does not achieve the expected customer acquisition and retention
levels, or if the margins realised on mass-market retail customers are lower than anticipated, we
would remain more heavily dependent on lower margin C&I contracts and Wholesale Market
revenues, which could impact our financial performance and growth trajectory.
We currently have a relatively concentrated number of C&I customers representing a significant
proportion of our contracted revenue. The failure, default, termination or non-renewal of
a major C&I customer could result in a significant volume of our generation becoming
unmatched with contracted demand and exposed to Wholesale Market prices and could
impact financial performance.
Our assessment of the
likelihood, nature and
potential magnitude of
any impact
We consider it possible that our mass-market retail business may not achieve the expected
customer acquisition and retention levels, or that the margins we realise on mass-market
retail customers may be lower than anticipated due to competitive pricing pressure or higher
customer acquisition costs. If this were to occur, the potential magnitude of any impact would
be moderate, as Lodestone would sell any excess electricity generation to its lower margin C&I
customers and potentially the Wholesale Market, resulting in lower revenues. We will manage
this risk through phased market rollout, investment in customer systems and service capability
and disciplined customer acquisition strategies and active monitoring of mass-market pricing
and margin performance.
We consider the likelihood of the failure or default of a material C&I customer to be possible.
The nature of the impact would be that a volume of our generation becomes unmatched
with contracted demand and exposed to Wholesale Market prices, potentially resulting in a
loss of revenue and margin, which we expect would have a moderate impact on our financial
performance. We manage this risk through customer diversification across industries and
segments, with our current C&I customer base spanning food manufacturing, construction
products, big box retail, and trucking and distribution, and through disciplined contract
management and a credit assessment process that we undertake for each new customer.
We consider the likelihood of a major C&I customer terminating or not renewing its contract to
be low. The majority of the volume supplied under our C&I contracts is contracted on longer-
term agreements with terms ranging from 5 to 20 years, compared with an industry norm of 1
to 3 years, and any termination for convenience right is generally only available after an initial
period of at least five years and on extended notice. Contract expiries are therefore infrequent
and staggered across our customer base, and we will engage with customers well ahead of
expiry to seek renewal, reducing the risk of a material volume falling away at any one time. If this
did occur, the impact would be similar to a customer failure or default, although the extended
notice period or advance visibility of expiry would give us time to re-contract the affected
volume or sell it into the Wholesale Market in the interim.
Lodestone Product Disclosure Statement
66

Energy Pricing Risk
What is it?Lodestone’s electricity revenue may be affected by declines in Wholesale Market, C&I or
mass-market retail electricity prices. This pricing risk could arise from several sources, including
the inherent difficulty of predicting Wholesale Market outcomes, an overbuild of renewable
generation, lower than expected demand growth, the need to offer greater than expected
pricing discounts to acquire and retain mass-market retail customers, a daytime price reduction
caused by excess solar supply or deterioration in Loss Factors as more solar farms are built
in concentrated network areas, reducing the effective revenue we receive for each unit
of generation.
Why is it significant?The volumes and prices at which we are able to sell electricity directly influence our financial
performance. Lower Wholesale Market prices for sustained periods could impact the economics
of building new solar farms and reduce revenue from production that is not matched to
contracted demand. Over the longer term, our C&I prices are also linked to Wholesale Market
prices. Accordingly, a sustained decline in Wholesale Market prices, would be expected to
flow through to the C&I prices we are able to achieve. Lower mass-market prices, including
as a result of discounting to acquire and retain mass-market retail customers, would reduce
the revenue and margin we earn from those customers. Loss factor deterioration reduces the
effective revenue we receive for each unit of generation, and this impact is difficult to forecast
and hedge. If prices remain lower than expected for a sustained period, the profitability and
valuation of our business could be materially and adversely affected.
Our assessment of the
likelihood, nature and
potential magnitude of
any impact
We consider it almost certain that day time prices will fall as a result of renewable generation
build and thermal reduction. We expect the potential magnitude of the impact on Lodestone to
be minor because of our vertically integrated business model, diversified customer contracting
structure across multiple customer segments and our rigorous considered approach to each
new solar farm investment decision. Our long-term agreements with C&I customers provide a
partial natural hedge against Wholesale Market price movements while establishing our mass-
market retail strategy will reduce our exposure to Wholesale Market prices.
We consider it possible that we may need to offer greater discounts on our mass-market
pricing than currently assumed to acquire and retain mass-market retail customers, which
could have a moderate impact on our financial performance. We expect any such discounts
to be a temporary feature of our mass-market pricing strategy during the initial customer
acquisition phase, with the intention of moving mass-market pricing back towards market prices
over time. We are managing this mass-market pricing risk through disciplined pricing and
customer acquisition strategies, as well as a phased regional roll out of our mass-market retail
offering. We also have the option to co-locate BESS with solar assets, allowing excess midday
generation to be shifted into higher-value evening peak periods.
Taking these measures into account, we do not currently expect that this risk will have a
significant adverse impact on our financial performance over the medium term. However,
there can be no assurance that Wholesale Market price movements will not be more severe
or prolonged than currently anticipated.
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Operational Risk
What is it?Lodestone is exposed to a number of operational risks, all of which also apply to our third-party suppliers
from whom we purchase generation volumes:
–Solar generation underperformance: Adverse short term weather conditions (cloud cover, rain) or
longer-term climate change impacts can reduce solar generation below forecast levels.
–Equipment performance and network availability issues: We rely on stable connections to the electricity
distribution network and specialist equipment at each of our solar farms. There is a risk that our equipment
performs worse than expected or that our connection to the network, the network itself, or any pieces of
material equipment, including inverters, transformers and tracking systems, could suffer failures requiring
unplanned plant outages, replacement or repair. We also rely upon third parties for O&M at certain
solar farms.
–Cybersecurity and operational technology failure: Our solar farm control systems are network-connected
and, as critical infrastructure, are subject to cybersecurity threats. We also hold personal customer data
and are exposed to data breach risks.
–Catastrophic events: A major earthquake, fire, flood, explosion or extreme weather (including high winds
and hail), the frequency and severity of which may increase due to climate change, could adversely affect
our major customers or cause a failure of any or all of our solar farms or other network infrastructure.
–Curtailment: The generation volumes and revenue of our solar farms depend on the ability of each solar
farm to export electricity into local distribution and transmission networks. If the network in a region where
we operate does not have sufficient capacity to transport all electricity generated, the network operator
may require us to reduce or stop exports from the affected solar farm. This is known as “curtailment” and
is most likely to occur where generation capacity in a region exceeds available network infrastructure, or
where planned transmission upgrades are delayed.
Why is
it significant?
Solar generation or equipment underperformance reduces generation output, and curtailment reduces the
volume of electricity we can sell, each of which directly reduces our generation revenue. Equipment failures
can result in prolonged solar farm outages while replacement equipment is sourced and installed, which
can take extended periods if replacement equipment has long lead times. Network outages are outside
our control and may persist until the network operator completes repairs.
A material cybersecurity incident or operational technology failure could disrupt our ability to operate solar
farms or service retail customers, and could result in regulatory consequences, reputational damage or loss
of customers. The significance of a potential data breach will increase as our transition to mass-market retail
results in us holding a significantly greater volume of personal customer data.
A catastrophic event could damage or destroy one or more solar farms. The impact could be more severe
if multiple solar farms are affected simultaneously, which we consider possible given the locations of our
current portfolio. In addition, some of our key customer contracts contain force majeure provisions that
may, if certain circumstances arise, relieve customers of their performance obligations. If a catastrophic
event occurs which is a force majeure event under such contracts, a customer may no longer be required to
perform under its contract. In such circumstances, volumes that were previously contracted at fixed prices
may become exposed to Wholesale Market price fluctuations when plant performance is restored.
Our assessment
of the likelihood,
nature and
potential
magnitude of
any impact
We consider solar generation underperformance due to adverse weather conditions or longer-term climate
impacts to be likely, but with a low expected impact.
Minor equipment failures and network availability interruptions occur regularly but are typically low impact
events. The likelihood of a major failure is considered low but could have a significant impact. We manage
these risks through rigorous equipment selection processes, preventative maintenance and spare parts
programmes, operational monitoring systems and planning for network outages, comprehensive insurance
arrangements (including business interruption cover), contractual warranty and recourse protections with
equipment providers, and regular reviews of operational and insurance learnings from prior incidents.
We consider the likelihood of a material cybersecurity or operational technology incident occurring to be
possible with a minor potential impact. We manage this risk through phased rollout planning for retail systems,
extensive pre-launch systems testing, operational contingency processes, ongoing investment in cybersecurity
monitoring and protection, and cybersecurity insurance cover as required under our lending arrangements.
The EPC contractor that has not yet provided a replacement bond is also contracted to provide O&M services
for a solar farm. There is a risk that if the bond is called, we may terminate the O&M contract or that the
contractor fails to perform its obligations under the O&M contract. As we are planning to transition operation
and maintenance in-house, the impact of any such termination or failure is not expected to be material.
We consider the likelihood of a catastrophic event as possible, with a moderate potential impact. We manage
this risk through resilient asset design standards, diversified geographic exposure, and comprehensive
insurance arrangements (including business interruption cover). However, our insurance cover remains
subject to sub-limits for natural peril events and significant deductibles, and a single event affecting multiple
solar farms simultaneously could result in losses that exceed available cover.
The risk of curtailment is considered possible, with a moderate potential impact, as it directly reduces
generation volumes and therefore revenue. We manage this risk with optionality for co-location of BESS
with solar assets, disciplined site assessment, and co-ordination with network companies.
Lodestone Product Disclosure Statement
68

Supply Chain Risk
What is it?Lodestone sources key equipment and components for the development of its sites from third
party suppliers, including from offshore jurisdictions (predominantly China). This exposes us to
risks associated with adverse foreign exchange movements, trade and geopolitical risks affecting
international shipping routes, potential forced labour allegations linked to our supply chain, and
policy changes affecting exports from China. Key equipment suppliers may also be relieved of their
contractual supply obligations if certain circumstances arise which trigger force majeure provisions
in their contracts with us.
Why is it significant?100% of our PV modules, pilings and trackers are sourced from China. A deterioration in trade
relationships, disruption to shipping routes, adverse foreign exchange movements or the exercise
of force majeure rights by our key suppliers could delay delivery of critical equipment, disrupt
construction schedules, and increase costs. Forced labour allegations, even if unsubstantiated,
could cause reputational damage, regulatory scrutiny, or restrictions on imports from
certain suppliers.
Some of our key equipment supply contracts contain force majeure and other similar provisions
that may, if certain circumstances arise, relieve suppliers of their obligations to deliver equipment
or permit the suspension or termination of supply.
Any of these factors could adversely affect our operations and financial performance.
Our assessment of the
likelihood, nature and
potential magnitude of
any impact
We consider the likelihood of supply chain disruption to be low. We manage this risk through early
procurement to de-risk timelines and lock in pricing, foreign exchange hedging on committed
equipment purchases, regular monitoring of global market conditions, responsible procurement
practices and regular supplier engagement, and sharing material equipment price fluctuation risk
with our strategic partners.
At the date of this PDS, we have not received any force majeure notices from our key equipment
suppliers. There are alternative suppliers we could engage for supply of key equipment
and components if existing suppliers invoked force majeure or similar rights to terminate or
delay supply.
The potential magnitude of any impact would depend on the duration and severity of any
disruption, but the impact on our development pipeline could be significant if delivery timeframes
were significantly extended or if products could not be readily sourced from alternative suppliers
on acceptable terms.
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Wholesale Market Hedging Risk
What is it?Solar farms only generate electricity during daylight hours, and output varies depending on
weather conditions and seasonal daylight patterns. To meet our contractual supply obligations
during periods of insufficient or no output, we procure electricity from the wholesale spot
market or through financial hedge instruments such as CFDs, swaps and futures contracts
based on our expectations of supply and demand. Our use of these instruments exposes us to
the risk that a hedge counterparty does not perform its obligations. To the extent actual supply
or demand differs from our expectations there is a risk that we are left with residual unhedged
exposure or over-hedging in certain trading periods.
Why is it significant?New Zealand’s wholesale electricity derivatives market is relatively illiquid compared with
larger international energy markets, and the range of hedge instruments available to us is
limited. In particular, the instruments available tend to be imprecise, meaning they do not
closely match the shape of our half-hourly demand and generation profile, increasing the
likelihood of a mismatch.
Adverse hedging outcomes directly reduce our energy margin. In periods where our solar
generation is below customer demand, such as during winter months or extended periods of
adverse weather, we will need to purchase significant volumes of electricity on the spot market
at potentially elevated prices. This is significant for Lodestone because, unlike other gentailers,
our generation is exclusively solar-based and therefore provides no natural hedge during non-
solar hours. As we expand our mass-market retail customer base, the mismatch between our
generation output and total customer demand is expected to widen during non-solar hours,
increasing our reliance on Wholesale Market instruments and amplifying the potential impact
of adverse hedging outcomes on our profitability. We are also exposed to counterparty credit
risk when transacting in the Wholesale Market. If a counterparty defaults or fails to perform its
obligations, we may incur losses or additional hedging costs.
Equally, in periods where our solar generation exceeds customer demand, such as during peak
daytime production, we may need to sell excess electricity into the wholesale spot market at
depressed prices. Because our generation output is concentrated during daylight hours, a
sustained decline in midday Wholesale Market prices, including as a result of an oversupply of
solar generation in the market, would reduce the revenue we earn on a significant proportion
of our total output and compress our energy margin if we did not change our hedging strategy.
Our assessment of the
likelihood, nature and
potential magnitude of
any impact
We consider it possible to have adverse hedging outcomes that materially affect our financial
performance, given the structural mismatch between our solar generation profile and customer
demand, and the limited liquidity of hedge instruments in the New Zealand market.
Our long-dated hedge commitments provide price certainty but carry mark-to-market risk and
may require us to post cash collateral if market prices move materially. If Wholesale Market
prices fall significantly below our contracted strike prices, we will bear an above-market
cost of supply that cannot readily be unwound without crystallising a loss.
We manage this risk through disciplined energy risk management policies, selecting
C&I customers whose consumption patterns align well with solar generation, portfolio
diversification and advocating to regulators for additional hedge products to be
made available. If we are unable to effectively hedge our Wholesale Market exposures,
including because a hedge counterparty does not perform its obligations, or if spot prices
are materially elevated during periods of generation shortfall, this could have a significant
adverse impact on our gross margins, cash flows and financial performance.
We also have the option for a wider-scale deployment of batteries (or purchase of third-
party battery output) as a physical alternative to hedging to support and de-risk the
daily mismatches.
Lodestone Product Disclosure Statement
70

Regulatory Risk
What is it?We are subject to the risk that changes to legislation or regulation (including electricity
regulation, and new or changed environmental regulation) may adversely affect our sales,
costs, relative competitive position, development initiatives or other aspects of our financial
or operational performance or force other undesired changes to our business model.
Why is it significant?Lodestone operates in an industry which is heavily regulated, publicly scrutinised and exposed
to a number of specific areas of potential legislative or regulatory change that could materially
impact our business model, cost structure or ability to operate. These include in particular:
– the possibility that the government mandates structural separation of electricity generation
and retail activities, which could require us to fundamentally restructure our business by
separating our generation assets from our retail operations and could undermine a core
element of our business strategy;
– recalculation of TPM charges each year by Transpower. TPM charges are passed on to lines
companies, creating unpredictability in our interconnection costs year to year and making
it difficult to forecast operating costs for our solar farms; and
– our expansion into mass-market retail, which brings us within the scope of consumer
care obligations under Part 11A of the Electricity Industry Participation Code, including
obligations relating to vulnerable consumers and disconnection restrictions, where non-
compliance could result in regulatory enforcement action, fines, reputational damage,
and restrictions on our ability to operate in the retail market.
Our assessment of the
likelihood, nature and
potential magnitude of
any impact
We consider the likelihood of a material regulatory change to be possible and the impact
to be moderate. We manage this risk by actively monitoring the regulatory environment,
engaging with policymakers and industry bodies, building consumer care compliance systems
ahead of our mass-market retail launch, and maintaining operational flexibility to adapt our
business model if required.
We have a consumer care policy, together with supporting systems and processes, in place
to support consumer care compliance, and we assess the likelihood of failing to comply
with the associated regulatory obligations to be low. However, depending on the scale and
nature of any non-compliance this could have a moderate impact on our success in attracting
retail customers and our licence to operate in the communities where we operate or wish to
develop solar farms, which would in turn adversely affect our financial performance.
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9. Tax
Tax can have significant consequences for investments. If you have
queries relating to the tax consequences of investing in ordinary shares,
you should obtain professional advice on those consequences.
Lodestone Product Disclosure Statement
72
Lodestone Product Disclosure Statement

10. Where you can find
more information
Further information relating to Lodestone and the Shares
is available on the Offer Register which can be found at
https://disclose-register.companiesoffice.govt.nz (for
example, Lodestone’s Constitution and financial statements).
A copy of the information on the Offer register is available
on request to the Registrar of Financial Service Providers
(email: registrar@fspr.govt.nz).
Further information relating to Lodestone is also available
on the public register at the Companies Office. This
information can be accessed on the Companies Office
website at https://companies-register.companiesoffice.govt.nz/.
Once Lodestone is Listed, it will be required to make half
yearly and annual announcements to NZX and such other
announcements required by the listing rules from time
to time. You will be able to obtain this information free of
charge by searching under ticker code “LOD” on NZX’s
website at www.nzx.com.
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11. How to apply
You should read this PDS and other available information carefully before
applying for Shares. You can apply for Shares as follows:
General Offer
You must make your Application at https://ipo.lodestone.co.nz/. If you
pre-registered your interest in the Offer, please use the same email address
when applying to ensure your Application can be processed efficiently.
Broker Firm Offer
You must make your Application in accordance with the instructions of
your Broker.
Institutional Offer
You must make your Application by bidding into the Bookbuild if invited by,
and in accordance with the instructions of, the Joint Lead Managers.
Whitianga Solar Farm (Pāmu Rā ki Whitianga)
Lodestone Product Disclosure Statement
74

Warning statement – issued to Australian investors
If you are an Australian investor, we are required to provide
the following warning statement to you under Australian law.
This Offer to Australian investors is a recognised offer made
under Australian and New Zealand law. In Australia, this is
Chapter 8 of the Corporations Act 2001 (Cth) and Corporations
Regulations 2001 (Cth). In New Zealand, this is Subpart 6 of
Part 9 of the Financial Markets Conduct Act 2013 of
New Zealand and the Financial Markets Conduct
Regulations 2014 of New Zealand.
This Offer and the content of this PDS are principally governed
by New Zealand, rather than Australian, law. In the main, the
Financial Markets Conduct Act 2013 of New Zealand and the
Financial Markets Conduct Regulations 2014 of New Zealand
set out how the Offer must be made.
There are differences in how securities and financial products
are regulated under New Zealand, as opposed to Australian,
law. For example, the disclosure of fees for managed investment
schemes is different under New Zealand law.
The rights, remedies and arrangements for compensation
available to Australian investors in New Zealand securities and
financial products may differ from the rights, remedies and
arrangements for compensation for Australian securities and
financial products.
Both the Australian and New Zealand securities regulators
have enforcement responsibilities in relation to this Offer.
If you need to make a complaint about this Offer, please contact
the Australian Securities and Investments Commission (ASIC).
The Australian and New Zealand regulators will work together
to settle your complaint.
The taxation treatment of New Zealand securities and financial
products is not the same as that for Australian securities
and products.
If you are uncertain about whether this investment is
appropriate for you, you should seek the advice of an
appropriately qualified financial adviser.
The Offer may involve a currency exchange risk. The currency
for the Shares is in dollars that are not Australian dollars. The
value of the Shares will go up and down according to changes
in the exchange rate between those dollars and Australian
dollars. These changes may be significant.
If you receive any payments in relation to Shares that are
not in Australian dollars, you may incur significant fees in
having the funds credited to a bank account in Australia
in Australian dollars.
If the Shares are able to be traded on a financial market and
you wish to trade the Shares through that market, you will have
to make arrangements for a participant in that market to sell the
Shares on your behalf. If the financial market is a foreign market
that is not licensed in Australia (such as a securities market
operated by the New Zealand Exchange Limited (NZX)) the
way in which the market operates, the regulation of participants
in that market and the information available to you about the
Shares and trading may differ from Australian licensed markets.
ASIC relief
In accordance with its power under section 1200B(3) of the
Corporations Act 2001, ASIC has declared the Offer to be a
recognised offer within the meaning of subsection 1200B(1)
of the Corporations Act 2001, notwithstanding that Lodestone
Energy Limited did not give the documents and information
referred to in section 1200C(5) and section 1200D(1) of
the Corporations Act 2001 at least 14 days before the
Offer was first made in Australia.
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12. Contact information
Waiotahe Solar Farm (Te Herenga o Te Rā)
Lodestone Product Disclosure Statement
76

IssuerLodestone Energy Limited
Level 1, 111 Hurstmere Road, Takapuna, Auckland
0800 810 800
Share Registrar
MUFG Pension & Market Services
Level 30, PwC Tower, 15 Customs Street West, Auckland
Toll-free number: 0800 650 004
Phone number: 09 940 9324
lodestone@cm.mpms.mufg.com
Joint Lead ManagersJarden Securities Limited
Level 32, PwC Tower, 15 Customs Street West, Auckland
Forsyth Barr Capital Markets Limited
Level 23, Shortland & Fort, 88 Shortland Street, Auckland
Co-ManagersSharesies Limited
Level 6, 111 Customhouse Quay, Wellington Central, Wellington
help@sharesies.co.nz
Shaw and Partners Limited
Level 7, Chifley Tower, 2 Chifley Square, Sydney, NSW, Australia
Legal Adviser to LodestoneChapman Tripp
Level 34, PwC Tower, 15 Customs Street West, Auckland
Investigating AccountantKPMG
18 Viaduct Harbour Avenue, Auckland
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Glossary
Allotment Date21 October 2026, unless brought forward or extended by Lodestone
Applicantan investor who makes an Application
Applicationan application to subscribe for Shares under the Offer
Application Form
the online application form available at https://ipo.lodestone.co.nz/
BESSbattery energy storage systems
Boardthe board of directors of Lodestone
Bookbuild
the process arranged by the Joint Lead Managers through which Institutional Investors, and
selected Brokers, will submit for the number of Shares they wish to purchase at the Offer Price
Broker
an entity designated as an NZX Firm under the Participant Rules of NZX or an appropriately
authorised Australian entity
Broker Firm Offer
the portion of the Offer that is open to New Zealand and Australian clients of Brokers,
who have received an allocation from a Broker
Business Day a day on which the NZX Main Board is open for trading
C&Icommercial and industrial
CentralinesCentralines Limited (Company number: 580455)
CFDcontracts for difference
Companies ActCompanies Act 1993
Constitution the constitution of Lodestone
CSNCommon Shareholder Number
EBITDAFearnings before interest, tax, depreciation, amortisation and fair value adjustments
EDBelectricity distribution business
EPCengineering, procurement and construction
ESSemployee share scheme
EVenterprise value
Firming and Shaping
the use of storage, contracted electricity or other sources of supply to manage differences
between the timing of intermittent generation and customer demand
FMA Financial Markets Authority
FMC Act Financial Markets Conduct Act 2013
FPVPfixed-price, variable-production
FY
a financial year ended 31 March, if followed by:
– F, this indicates prospective or forecast information; and
– A, this indicates actual historical information
GAAPGenerally Accepted Accounting Practice
Gentailers or gentailersgenerator-retailers
General Offerthe portion of the Offer that is open to all persons in New Zealand and Australia
GWhgigawatt hour
Hahectare
ICPinstallation control point
Institutional Investor
investors who the Joint Lead Managers reasonably believe to be a person to whom an offer
or invitation in respect of Shares may be made without the need for a PDS or other formality,
other than a formality with which Lodestone is willing to comply
Lodestone Product Disclosure Statement
78

Institutional Offer
the invitation to selected Brokers and Institutional Investors in New Zealand, Australia,
Hong Kong and Singapore to participate in the Bookbuild
Jarden LPs
Jarden Principal Investments Lodestone LP, Jarden Principal Investments Lodestone 2 LP,
Jarden Principal Investments Lodestone 3 LP and Jarden Principal Investments Lodestone 4 LP
Joint Lead Managers (JLMs)Jarden Securities Limited and Forsyth Barr Capital Markets Limited
JVjoint venture
Listing
admission of Lodestone to listing on the NZX Main Board and of the Shares to quotation
on the NZX Main Board
Lodestone
Lodestone Energy Limited (Company number: 7860596) or the Lodestone Group,
as the context requires
Lodestone GroupLodestone and each of its subsidiaries
Loss Factors
are a multiplier applied by EDBs, reflecting the electricity lost in transporting generation
across electricity networks, reducing or increasing the effective revenue we receive for each
unit of generation and are recalculated annually by lines companies
MBIEMinistry of Business, Innovation and Employment
MWdcmegawatt direct current
MWhmegawatt-hour
NZD or NZ$ or $New Zealand Dollar
NZXNZX Limited
NZX Listing Rules the listing rules of the NZX Main Board, in force from time to time
NZX Main Board the main board financial product market operated by NZX
O&Moperations and maintenance
Offerthe offer of Shares under this PDS
Offer Price $2.25
Offer Register
the register entry for this Offer, that forms part of the Disclose Register that is available
at https://disclose-register.companiesoffice.govt.nz
PDSthis document
PPApower purchase agreement
PV modulephotovoltaic module
Sharesfully paid ordinary shares in Lodestone
Share RegistrarMUFG Pension & Market Services
Supplementary
Financial Information
the document entitled “Lodestone Energy Limited Supplementary Financial Information”
on the Offer Register
Target MetricsForward looking metrics for the Target FY29F and Target FY32F
Target FY29F Period Period from FY26A to the financial year ending FY29F
Target FY32F Period Period from FY26A to the financial year ending FY32F
TPMTransmission Pricing Methodology
VRC“Virtual rooftop” contract
We, our, usas the context requires, either Lodestone or the Lodestone Group
Wholesale Market
spot markets, New Zealand futures electricity markets, OTC derivatives markets,
and transmission markets
79