NZ Windfarms (NWF) Scheme Meeting 2025 summary

Opening remarks and agenda

• Introductions of directors, management, advisors, and service providers; meeting logistics and safety covered.

• Special meeting scheduled for 24 June 2025 to consider Meridian's acquisition of all outstanding shares at NZ$0.25 per share, with both in-person and virtual attendance options.

• Purpose of the meeting stated as consideration and voting on the scheme of arrangement with Meridian Energy.

• The agenda centers on a single Scheme Resolution to approve the acquisition scheme, with voting by poll and procedural details provided.

• Shareholders are encouraged to read the Scheme Booklet and Independent Adviser's Report before voting.

Board and executive committee updates

• Board explained the background of Meridian becoming the largest shareholder and joint venture partner in the Te Rere Hau repowering project.

• Board described the process of seeking additional investors and Meridian's unsolicited acquisition offer.

• Directors unanimously recommend voting in favor of the scheme, citing the offer's premium and risk mitigation compared to ongoing project risks.

• The board evaluated alternative funding options for the Te Rere Hau JV before accepting Meridian's offer.

• No director or senior manager holds a significant shareholding, but Adam Radich (GM Operations & Development) will be offered a role at Meridian if the scheme is implemented.

Financial performance review

• EBITDAF for FY25 was revised down to NZ$4.6 million due to lower wind volumes, with recent years showing volatility from weather and aging assets.

• Net electricity revenue remained stable between NZ$9.7m and NZ$10.8m from FY22–FY24, but generation volumes have been below long-term averages.

• Dividends have been paused since February 2023 to support strategic growth and are unlikely to resume before 2028 if the scheme does not proceed.