Windlab Scheme Implementation Agreement

October 16, 2021

Windlab Limited (ASX:WND) has confirmed that the Supreme Court of New South Wales has approved the arrangement to complete the acquisition of Windlab by Wind Acquisition 2 Pty Ltd. Highlights of the agreement include: Windlab and the Federation have completed a process flow that gives the Federation an exclusivity period until February 21 to complete its due diligence and negotiate a plan implementation agreement and other transaction documents. Effective today, the Supreme Court of New South Wales has approved an arrangement to complete the acquisition of Windlab Limited (ASX: WND) by Squadron Energy Pty Ltd and Federation Asset Management Pty Ltd. 4. Australian wind farm development and management company Windlab Ltd (ASX: WND) on Wednesday announced an acquisition agreement by investment firm Wind Acquisition 1 Pty Ltd and Squadron Wind Energy Development Pty Ltd for AUD. 1.0 (0.661 USD/0.592 EUR) per share in cash. The Federation`s offer is to acquire 100% of the issued share capital of Windlab under a plan of arrangement at an offer price of $1.00 per share in cash. The program was approved by an overwhelming majority by Windlab shareholders at the scheme meeting on Friday, June 5, 2020, with 98.95% of the votes in favor of the transaction. “Subject to the conclusion of an independent expert that the proposal is in the best interests of shareholders not affiliated with the Federation and in the absence of a superior proposal, the directors of Windlab intend to unanimously recommend the proposal to Windlab shareholders to the extent that a binding agreement is reached to implement the proposal,” said the company. For more information, see: www.squadronenergy.com.

During this exclusivity period, Windlab agreed to provisions, including “no business, no conversation, and no duty of care” restrictions. According to its website, Canberra-based Windlab has a wind farm of more than 1,000 MW in Australia and New Zealand, Africa and North America. It is also developing approximately 7,750 MW worldwide. Windlab will be 75% owned by a subsidiary of Squadron Energy Pty Ltd (a wholly-owned subsidiary of Andrew Forrest`s private Tattarang Group) and 25% by Federation Asset Management Pty Ltd, which will act as fund manager and advisor. PwC, Corrs Westgarth Chambers, Clayton Utz and Maysaffron acted as advisors to the transaction. Windlab`s Board of Directors has recommended that shareholders vote in favour of the Plan Implementation Agreement (SIA). One of the factors motivating this recommendation is the fact that the price offered represents a premium of 38.9% over the company`s closing price on January 17, the day before Windlab said it had received an initial proposal from the consortium. The company`s shareholders will vote on the deal in early June, and if all conditions are met, it is expected to be concluded by the end of June.

Renewable energy investor Federation Asset Management Holdings could take over Windlab (ASX: WND) after making a $68 million bid for the attacked wind farm. .