Manawa Energy (MNW) Scheme Meeting 2025 summary

Opening remarks and agenda

• Chair opened the scheme meeting to consider a proposed scheme of arrangement for shareholders, with directors, CEO, CFO, auditor, and registrar present both in person and online.

• Quorum confirmed, meeting officially opened, and procedures for Q&A and voting explained.

• Announcement of a Scheme Implementation Agreement for the acquisition of all shares in Manawa by Contact, with shareholders to vote on the proposal in July 2025.

• Independent Adviser’s Report prepared by Grant Samuel to assess the merits of the Scheme for shareholders and the High Court.

Financial performance review

• Manawa’s FY24 EBITDAF was $145 million, forecast to decline to $93 million in FY25 due to lower hydro generation and wind PPA volumes.

• Manawa’s net assets as of 30 September 2024 were $1,159 million, with gearing at 29%.

• Contact’s FY24 EBITDAF was $675 million, with strong performance from increased thermal generation and higher prices.

• Manawa’s share price traded between $3.94 and $4.74 in the 12 months prior to the Scheme announcement, underperforming the NZX50.

Board and executive committee updates

• Board determined the scheme was in shareholders' best interests after extensive review and external advice.

• Directors who hold shares intend to vote in favor of the scheme.

• Manawa’s two largest shareholders, Infratil and TECT, holding 77.9% of shares, have entered into voting agreements supporting the Scheme.

• Board and management acknowledged for their work during a challenging year and transition.