Despatch of Manawa Scheme Booklet

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

19 May 2025

Despatch of Manawa Scheme Booklet
Contact Energy Limited (Contact) refers to the market announcement made by Manawa Energy
Limited (Manawa) today. Manawa has despatched the notice of meeting and scheme booklet (Scheme
Booklet) in connection with the proposed scheme of arrangement under which Contact will, subject to
the satisfaction of certain conditions, acquire all of the shares in Manawa (Scheme). A copy of that
Scheme Booklet is attached for ease of reference.
In preparing the Scheme Booklet, Contact has provided to Manawa certain information regarding
Contact and the merged group. This includes Contact's intentions for the merged group following
implementation of the Scheme, certain key risks relating to the Scheme and the merged group and
certain information equivalent to the information required by Schedule 1 of the Takeovers Code. This
information is contained in sections 7, 8, 9 and 10 of the Scheme Booklet, and Contact encourages
shareholders to review that information.
If the Scheme is approved by Manawa shareholders and the other conditions are satisfied or (where
capable) waived, Manawa shareholders will receive $1.12 per Manawa share in cash plus 0.5830 new
Contact shares for every Manawa share held on the relevant record date. A cleansing notice relating to
the offer of those new Contact shares, and provided under subclause 20(1)(a) of Schedule 8 to the
Financial Markets Conduct Regulations 2014, is attached to this announcement.
Contact and Manawa are targeting implementation of the Scheme in July 2025.


- ends -





Investor enquiries


Media enquiries
Shelley Hollingsworth

Louise Wright
Investor Relations and Strategy Manager

Head of Communications and Reputation
+64 27 227 2429

+64 21 840 313
investor.centre@contactenergy.co.nz

media@contactenergy.co.nz


IMPORTANT NOTICE: Any shares offered under the Scheme are being offered only to eligible Manawa
shareholders in New Zealand (pursuant to the exclusion in clause 19 of schedule 1 of the New Zealand Financial
Markets Conduct Act 2013), in Australia (in reliance on ASIC Corporations (Compromises or Arrangements)
Instrument 2015/358) and in any other jurisdiction as may be agreed between Contact and Manawa. No product
disclosure statement or prospectus or other offering document under New Zealand or Australian law or any other
law will be prepared, filed with or approved by any regulatory authority in New Zealand, Australia or any other
jurisdiction). In particular, this announcement and its attachments do not constitute an offer to sell, or the solicitation
of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal.
Any securities described in this announcement have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United
States and may not be offered or sold, directly or indirectly, in the United States except in transactions exempt
from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state
or other jurisdiction of the United States. The distribution, release or publication of this announcement or its
attachments (including the Scheme Booklet) outside New Zealand or Australia may be restricted by law. If you are
outside New Zealand and Australia and come into possession of this announcement or its attachments, you should
seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a
violation of applicable laws and regulations. Contact disclaims all liability that may arise if a person fails to comply
with such restrictions.

---

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
19 May 2025

NZX Limited
Level 1, NZX Centre
11 Cable Street
WELLINGTON
Copy to:
ASX Limited
Exchange Centre
Level 6, 20 Bridge Street
Sydney NSW 2000
AUSTRALIA
CONTACT ENERGY LIMITED (NZX:CEN; ASX:CEN)
NOTICE PURSUANT TO CLAUSE 20(1)(A) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014
1. Contact Energy Limited (Contact) announced on 11 September 2024 the entry into a scheme
implementation agreement with Manawa Energy Limited (Manawa) (the SIA) under which Contact
will, subject to the satisfaction of certain conditions, acquire all of the shares in Manawa under a
court approved scheme of arrangement (the Scheme). Under the Scheme, part of the
consideration payable by Contact for the shares in Manawa will be the issue of new fully paid
ordinary shares in Contact (Scheme Shares) to eligible Manawa shareholders in New Zealand
and Australia (and potentially in certain other jurisdictions as may be agreed between Contact and
Manawa).
2. Manawa has today announced the despatch of a scheme booklet to its shareholders containing
relevant information about Manawa, Contact, the Scheme and the issue of the Scheme Shares
under the Scheme (Offer).
3. The Scheme Shares will be of the same class as those shares already quoted on the Main Board
operated by NZX Limited and the Australian Securities Exchange operated by ASX Limited.
4. Contact will issue the Scheme Shares under the Scheme to eligible Manawa shareholders in New
Zealand in reliance upon the exclusion in clause 19 of Schedule 1 to the Financial Markets
Conduct Act 2013 (FMCA).
5. Contact will issue the Scheme Shares under the Scheme to eligible Manawa shareholders in
Australia in reliance on the Australian Securities and Investments Commission (ASIC)
Corporations (Compromises or Arrangements) Instrument 2015/358, without needing to comply
with Part 6D.2 or 6D.3 of the Australian Corporations Act 2001 (Cth).
6. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (Regulations).

7. As at the date of this notice:
(a) Contact is in compliance with the continuous disclosure obligations that apply to it in
relation to the ordinary shares in Contact;
(b) Contact is in compliance with its financial reporting obligations (as defined in subclause
20(5) of Schedule 8 to the Regulations); and
(d) there is no information that is "excluded information" (as defined in subclause 20(5) of
Schedule 8 to the Regulations) in respect of Contact.
8. The Offer is not expected to have any material effect or consequence on the "control" (as defined
in clause 48 of schedule 1 to the FMCA) of Contact.
- ends –


Investor enquiries


Media enquiries
Shelley Hollingsworth

Louise Wright
Investor Relations and Strategy Manager

Head of Communications and Reputation
+64 27 227 2429

+64 21 840 313
investor.centre@contactenergy.co.nz

media@contactenergy.co.nz

Important notice
This communication is not for distribution or release in the United States. This communication does not
constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The
entitlements and the Scheme Shares have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of
the United States, and may not be offered or sold, directly or indirectly, in the United States or to any
person acting for the account or benefit of any person in the United States, except in transactions exempt
from, or not subject to, registration under the U.S. Securities Act and applicable securities laws of any
state or other jurisdiction of the United States.

---

The special meeting of Shareholders
to consider and vote on the Scheme
will be held:
TIME 11:00 am (New Zealand time)
DAT E 18 June 2025 (New Zealand time)
WHERE Online by virtual webcast at
https://meetnow.global/nz
Manawa will also hold a concurrent
physical meeting at:
Trinity Wharf Tauranga
51 Dive Crescent
Tauranga, Bay of Plenty, 3110.
See the Notice of Meeting in Section 4
of this Scheme Booklet for details.
IMPORTANT
This is an important document and requires your urgent attention. You are encouraged to vote
and have your say on the Scheme. You should carefully read this Scheme Booklet in its entirety
before deciding whether or not to vote in favour of the Scheme. If you are in doubt as to any
aspect of this Scheme, you should consult your financial, investment, taxation or legal advisers.
An Independent Adviser’s Report on the merits of the Scheme accompanies this Scheme
Booklet and should be read in conjunction with this Scheme Booklet.
MANAWA ENERGY LIMITED
Notice of Meeting
and Scheme Booklet
In relation to the proposed acquisition
of all of the fully paid ordinary shares in
Manawa Energy Limited (“Manawa”) by
Contact Energy Limited (“Contact”) by way
of a Scheme of Arrangement (the “Scheme”).
VOTE IN FAVOUR
Your Directors unanimously recommend
that Shareholders vote in favour of the
Scheme, in the absence of a Superior
Proposal.

Pg. 1
KEY POINTS FOR SHAREHOLDERS
The key points on this page are a summary only. You should read this Scheme Booklet (including the
Independent Adviser’s Report) carefully and in full. Capitalised terms set out in this Scheme Booklet have the
meanings given to them in the Glossary in Section 13. If you have any questions about the Scheme Booklet, the
Scheme or how to vote, you are encouraged to seek your own financial, investment, taxation or legal advice.
•Under the Scheme, you will receive $1.12 per Manawa Share in cash plus 0.5830 New Contact Shares for
every Manawa Share held on the Scheme Record Date.
1
Based on the five day VWAP of Contact’s shares up to
and including 30 April 2025, the total implied value of the Consideration is $6.37.
•The implied value of the Consideration set out above represents a significant premium relative to Manawa’s
share price prior to announcement of the transaction of:
2
•59.0% to Manawa’s closing price of $4.03;
•58.6% to Manawa’s 30-day VWAP of $4.04; and
•53.3% to Manawa’s 90-day VWAP of $4.18.
•The Manawa Directors appointed Grant Samuel to prepare an Independent Adviser’s Report on the merits of
the Scheme (refer to the accompanying Independent Adviser’s Report). The Independent Adviser’s valuation
range for Manawa Shares is $5.35 to $6.17 per share and the implied value of the Consideration set out above
is therefore above this range.
•There are reasons why Manawa Shareholders may wish to vote in favour of, or against, the Scheme. Those
reasons are summarised in the Chair’s letter and addressed in sections 5.6 and 5.7 of this Scheme Booklet.
The Board considers that the reasons to vote in favour of the Scheme significantly outweigh the reasons to
vote against it and, accordingly, unanimously recommends that you vote IN FAVOUR of the Scheme,
absent a Superior Proposal.
3
In reaching this recommendation, the Manawa Directors have considered the
merits of the Scheme, as well as the value of the Consideration in relation to the Independent Adviser’s
valuation range and the Manawa Directors’ own views on the value of Manawa.
•Your vote is IMPORTANT. The Board encourages all Shareholders to vote on the Scheme. If you are unable
to attend the Scheme Meeting in person, you can use the enclosed Voting/Proxy Form to cast a proxy vote.
•The Scheme Meeting, which is the meeting at which Shareholders will vote on the Scheme, is to be held at
11:00 am on 18 June 2025 at Trinity Wharf Tauranga. If the Scheme is approved by Shareholders and the
other Conditions are satisfied, it is expected that the Scheme will be implemented, and you will receive the
1
Ineligible Overseas Shareholders will not receive New Contact Shares under the Scheme. Rather, the New Contact Shares
attributable to Ineligible Overseas Shareholders will be sold and the net proceeds provided to Ineligible Overseas Shareholders,
as described in Section 6.4.
2
In order to calculate the premium against Manawa’s undisturbed share price (i.e., the share price prior to announcement of
the Scheme on 11 September 2024), the $0.04 per Manawa share FY2025 interim dividend paid by Manawa on 6 December
2024 has been added to the implied value of the Consideration of $6.37, given that the pre-announcement share prices used in
the premium calculation are prior to the payment of this dividend.
3
In addition, your Directors reserve the right to change their recommendation or vote against the Scheme if, prior to the
Scheme Meeting, the Independent Adviser issues an updated, replacement or supplementary report and, after that change, the
Consideration is below the Independent Adviser’s valuation range for the Manawa Shares. Any change to the recommendation
if there is a Superior Proposal prior to the Scheme Meeting is subject to certain matching rights that Contact has, as set out in
the Scheme Implementation Agreement.

Pg. 2
Cash Consideration and Scrip Consideration on 11 July 2025 (except in the case of Net Cash Proceeds
payable to Ineligible Overseas Shareholders, which is expected to be paid to Ineligible Overseas Shareholders
by 8 August 2025 – see Section 6.4).
•Manawa’s two largest Shareholders have entered into voting agreements with Contact. Under the voting
agreements, those Shareholders, which hold in aggregate 77.9% of the Manawa Shares, have agreed, subject
to certain conditions, to vote in favour of the Scheme. Manawa expects that this will ensure that Shareholder
approval to the Scheme is obtained at the Scheme Meeting, subject to the conditions in those voting
agreements being satisfied.
•You may object to the Scheme by appearing and being heard at the Final Court Hearing, provided you file a
notice with the High Court. Further details on how to do this are set out in Section 6.8.

Pg. 3
IMPORTANT INFORMATION
Purposes of this Scheme Booklet
The purposes of this Scheme Booklet are to:
•provide you with information about the proposed acquisition of Manawa by Contact by way of the Scheme;
•provide you with the material terms and conditions of the Scheme and explain their effect;
•explain the manner in which the Scheme will be considered by Shareholders and, if approved, implemented;
•provide you with information that could reasonably be expected to be material to your decision whether to
vote in favour of, or against, the Scheme; and
•include the information required by the Takeovers Panel in relation to the Scheme.
Your decision
This Scheme Booklet does not take into account your individual investment objectives, financial situation or
needs. You must make your own decisions and seek your own advice in this regard.
The information and recommendations contained in this Scheme Booklet do not constitute, and should not be
taken as constituting, financial advice, financial product advice, investment advice, tax advice or legal advice.
If you are in any doubt as to what you should do, you should seek advice from your financial, investment, taxation
or legal advisers before making any decision regarding the Scheme.
Contact is the sole offeror and issuer of the New Contact Shares
Contact is the sole offeror and issuer of the New Contact Shares which comprise the Scrip Consideration. The
offer by Contact of the New Contact Shares is made only to Shareholders with an address in the Share Register on
the Scheme Record Date in New Zealand, Australia or any other jurisdiction as may be agreed between Contact
and Manawa. Contact does not offer New Contact Shares to any other person.
The offer by Contact of New Contact Shares to Shareholders in New Zealand is made in reliance on clause 19 of
Schedule 1 to the Financial Markets Conduct Act 2013. Accordingly, this Scheme Booklet is not a product
disclosure statement for the purposes of that Act. No product disclosure statement or other disclosure document
will be provided to Shareholders in New Zealand in connection with the New Contact Shares.
The offer by Contact of New Contact Shares to Shareholders in Australia is made in reliance on Australian
Securities & Investments Commission (“ASIC”) Corporations (Compromises or Arrangements) Instrument
2015/358. Accordingly, the Scheme Booklet is not a prospectus, product disclosure statement or any other
disclosure document for the purposes of the Australian Corporations Act 2001 (Cth). No disclosure document will
be provided to Shareholders in Australia in connection with the New Contact Shares. The Scheme Booklet has not
been, and will not be, lodged with, registered or approved by ASIC or any other Australian regulatory authority.
Because the offer by Contact of New Contact Shares to Shareholders in New Zealand and Australia is being made
in reliance on the New Zealand and Australian disclosure exclusions set out above, the Scheme Booklet is not
required to, and does not, contain all of the information that an investor would find in a product disclosure
statement, prospectus or other disclosure document.
Contact is subject to continuous disclosure obligations under the NZX Listing Rules which require it to notify
certain material information to NZX. The ASX Listing Rules also require that Contact immediately provides to
ASX all the information which it provides to NZX that is, or is to be, made public. Market announcements by

Pg. 4
Contact are available at www.nzx.com and www.asx.com.au under the NZX code and ASX code "CEN". Contact
recommends that you read its market announcement (together with any materials attached to that
announcement) regarding the offer of Scrip Consideration released on 19 May 2025. The Contact Information
should be read in conjunction with Contact's other periodic and continuous disclosure announcements released
to NZX and ASX. Shareholders should monitor Contact's market announcements during the period prior to the
Scheme Meeting.
An investment in New Contact Shares is subject to investment and other known and unknown risks, many of
which are difficult to predict and are beyond the control of Contact. Refer to Section 9 "Risk Factors" for a non-
exhaustive summary of certain key risks associated with Contact and the offer of the Scrip Consideration.
Offering restrictions / Ineligible Overseas Shareholders
This Scheme Booklet and the Scheme do not in any way constitute an offer to issue or sell, or the solicitation of
any offer to buy New Contact Shares in the United States or any place in which, or to any person to whom, it
would be unlawful to make such an offer. In particular, Contact does not offer New Contact Shares which
comprise the Scrip Consideration in any jurisdiction other than New Zealand, Australia or any other jurisdiction
as may be agreed between Contact and Manawa.
Shareholders are Ineligible Overseas Shareholders if their address, as shown in the Share Register at the Record
Date, is in a place outside of New Zealand, Australia and any other jurisdiction as may be agreed between Contact
and Manawa, provided that a Scheme Shareholder holding Scheme Shares on behalf of another person shall be
treated as an Ineligible Overseas Shareholder but only in respect of Scheme Shares held for persons outside New
Zealand, Australia and any other jurisdiction that may be agreed between Contact and Manawa. Contact will not
issue New Contact Shares to Ineligible Overseas Shareholders. Rather, the New Contact Shares that would have
been issued to Ineligible Overseas Shareholders will be issued to and sold by the Sale Agent, and the Net Cash
Proceeds remitted to Ineligible Overseas Shareholders, in the way described in Section 6.4.
This Scheme Booklet may not be sent or given to any person in circumstances in which the offer of Scrip
Consideration, or distribution of this Scheme Booklet, would be unlawful. The distribution, release or publication
of this Scheme Booklet (including an electronic copy) outside New Zealand or Australia may be restricted by law.
Without limitation, New Contact Shares are not being offered to any Shareholder or any other person in the
United States. The New Contact Shares have not been, and will not be, registered under the US Securities Act of
1933, as amended, or the securities laws of any state or other jurisdiction of the United States. Accordingly, the
New Contact Shares may not be offered or sold to persons in the United States or to persons acting for the
account or benefit of a person in the United States (to the extent such persons hold Manawa Shares and are
acting for the account or benefit of a person in the United States), except in transactions exempt from, or not
subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state
or other jurisdiction of the United States.
If you are outside New Zealand and Australia and come into possession of this Scheme Booklet, you should seek
advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a
violation of applicable laws and regulations. Manawa and Contact disclaim all liability that may arise if a recipient
of this Scheme Booklet fails to comply with such restrictions.

Pg. 5
NZX and ASX
The New Contact Shares will be quoted on the NZX Main Board following the Implementation Date, and an
application will be made by Contact for the New Contact Shares to be quoted on the ASX. Neither NZX nor ASX
accepts any responsibility for any statement in this Scheme Booklet. NZX is a licensed market operator, and the
NZX Main Board is a licensed market under the Financial Markets Conduct Act 2013.
No offer by Manawa
Manawa is not the offeror or the issuer of the New Contact Shares which comprise the Scrip Consideration. This
Scheme Booklet does not constitute an offer by Manawa to Shareholders or any other person, or a solicitation by
Manawa of an offer from Shareholders or any other person, in any jurisdiction.
Laws of New Zealand
This Scheme Booklet has been prepared in accordance with, and this Scheme Booklet and the Scheme are
governed by, New Zealand law. Accordingly, the information contained in this Scheme Booklet may not be the
same as that which would have been disclosed in this Scheme Booklet if it had been prepared in accordance with
the laws of another jurisdiction.
Forward looking statements
This Scheme Booklet contains certain forward looking statements. You should be aware that there are risks (both
known and unknown), uncertainties, assumptions and other important factors that could cause the actual
conduct, results, performance or achievements of Manawa or Contact to be materially different from the future
conduct, market conditions, results, performance or achievements expressed or implied by such statements or
that could cause future conduct to be materially different from historical conduct.
Deviations as to future conduct, market conditions, results, performance and achievements are both normal and
to be expected.
Forward looking statements generally may be identified by the use of forward looking words such as ‘aim’,
‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘foresee’, ‘future’, ‘intend’, ‘likely’, ‘may’, ‘planned’, ‘potential’,
‘should’, or other similar words.
Any estimates or projections as to events that may occur in the future given in the Contact Information (including
projections of generation, storage, flexibility, hedge volumes, wholesale pricing, market share, seasonality,
development pipeline, portfolio benefits, internal rate of return, synergies, EBITDAF, revenue, profit, underlying
profit, dividends, margin, expenses, earnings, assets, liabilities and performance) are based upon the best
judgement of Contact from the information available as of the date of this Scheme Booklet. A number of factors
could cause actual results or performance to vary materially from the projections.
No person (including Manawa, Contact and their respective directors, officers, employees and advisers) gives or
makes any representation, warranty, assurance or guarantee that the occurrence of the events expressed or
implied in any forward looking statements in this Scheme Booklet will actually occur or assumes any obligation to
provide any additional information or update these forward looking statements for events or circumstances that
occur subsequent to the date of this Scheme Booklet. You are strongly cautioned against relying on any forward
looking statements.

Pg. 6
Non-NZ GAAP financial information
This Scheme Booklet includes certain financial measures that are 'non-GAAP (generally accepted accounting
practice) financial information' under Guidance Note 2017: 'Disclosing non-GAAP financial information'
published by the New Zealand Financial Markets Authority, 'non-IFRS financial information' under ASIC
Regulatory Guide 230: 'Disclosing non-IFRS financial information' and 'non-GAAP financial measures' within the
meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended. Non-GAAP measures can
be useful for investors and other users of this information as it can provide additional insight into an entity’s
financial performance, financial condition and/or cash flow. Such financial information and financial measures
(including EBITDAF and normalised EBITDAF, operating free cash flow, stay-in-business capex and net debt) do
not have standardised meanings prescribed under New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS), Australian Accounting Standards (AAS) or International Financial Reporting Standards
(IFRS) and therefore, may not be comparable to similarly titled measures presented by other entities, and should
not be construed as an alternative to other financial measures determined in accordance with NZ IFRS, AAS or
IFRS. The non-GAAP measures have not been subject to audit or assurance review by an auditor or third party.
You are cautioned, therefore, not to place undue reliance on any such financial information included in this
Scheme Booklet.
Pro forma financial information
The Contact Information includes certain pro forma financial information. That pro forma financial information
is provided for illustrative purposes only and is not represented as being indicative of Contact's future financial
position and/or performance. The pro forma financial information has not been subject to audit or assurance
review by an auditor or third party.
Privacy and personal information
Manawa, Contact, and their respective directors, officers, employees and advisers may collect personal
information in the process of implementing the Scheme. Such information may include the name, contact details
and shareholdings of Shareholders and the name of persons appointed by those persons to act as their proxy or
corporate representative at the Scheme Meeting. The primary purpose of the collection of personal information is
to assist Manawa and Contact to conduct the Scheme Meeting and implement the Scheme. Personal information
may be stored in hard copy form or electronic form, including with third party data storage facilities and in cloud
storage located inside or outside New Zealand.
Personal information of the type described above may be disclosed to Computershare, MUFG Pension and
Market Services (“MUFG”), print and mail service providers, proxy solicitation firms, Related Companies of
Manawa and Contact and Manawa’s and Contact’s service providers and advisers.
Shareholders have certain rights to access personal information that has been collected. Shareholders who wish
to access their own personal information should contact Computershare in the first instance. Shareholders who
appoint a named person to act as their proxy or corporate representative should make sure that person is aware
of these matters.
The address details for Manawa and Contact are set out in the Directory.

Pg. 7
No internet site forms part of this Scheme Booklet
Any references in this Scheme Booklet to any website are for informational purposes only. No information
contained on any website forms part of this Scheme Booklet.
To the maximum extent permitted by law, Manawa, Contact, and their respective directors, officers, employees
and advisers do not assume any responsibility for the contents of any website referenced in this Scheme Booklet.
Times and dates
All references to times and dates in this Scheme Booklet are to New Zealand time, unless otherwise stated. Any
obligation to do an act by a specified time in New Zealand time must be done in any other jurisdiction by the
specified New Zealand time.
All references to expected dates and times in this Scheme Booklet in respect of procedural aspects of the Scheme
are indicative only and, among other things, are subject to obtaining all necessary approvals from the High Court.
Currency
Unless expressly specified, all references to currency in this Scheme Booklet are to New Zealand dollars.
Diagrams, charts, maps, graphs and tables
Any diagrams, charts, maps, graphs and tables appearing in this Scheme Booklet are illustrative only and may not
be to scale.
Effect of rounding
A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Scheme
Booklet are subject to the effect of rounding. Accordingly, actual calculations may differ from amounts set out in
this Scheme Booklet and figures in charts and tables may not add to totals.
Implied value of the Consideration is subject to change and market risk
The Consideration comprises the Cash Consideration and Scrip Consideration in the form of New Contact Shares.
Contact Shares are quoted on the NZX Main Board and ASX. As a result, the implied value of the Scrip
Consideration, and therefore the implied value of the Consideration, will vary based on changes in the market
price of the Contact Shares. Section 8.1 of the Independent Adviser’s Report provides a summary of how changes
in the market price of the Contact Shares affects the implied value of the Consideration. Shareholders are
encouraged to seek their own financial advice in respect of the value of the Scrip Consideration.
The market price for the Contact Shares may change between the date of this Scheme Booklet, the date of the
Scheme Meeting, and the date on which New Contact Shares are allotted to you (or the Sale Agent, if you are an
Ineligible Overseas Shareholder). Any changes in the market price of Contact Shares will not affect the number of
New Contact Shares that you will receive as Scrip Consideration as this is fixed at 0.5830 New Contact Shares for
each Scheme Share you hold.
4

Any reference in this Scheme Booklet to the implied value of the Scrip Consideration or the Consideration should
not be taken as an indication that the implied value is fixed. If you are an Ineligible Overseas Shareholder, this
4
If implementation of the Scheme is delayed beyond 11 July 2025, the Scrip Consideration of 0.5830 New Contact Shares for
each Scheme Share will be subject to adjustments for the amount of certain Gross Dividends authorised by Contact, as
described in Section 5.4.

Pg. 8
also applies to the New Contact Shares which will be issued to the Sale Agent to sell on your behalf as described in
Section 6.4. Any Net Cash Proceeds remitted to you under the Sale Facility will depend on the market price of
Contact Shares at the time of sale.
Shareholders should also be aware that, in accordance with the Scheme Implementation Agreement, the Cash
Consideration and the Scrip Consideration presented in this Scheme Booklet have been adjusted for the amount
of Gross Dividends authorised by Manawa or Contact after 11 September 2024 with a record date before the
Implementation Date. For further information, see Section 5.4.
No guarantee
No guarantee is provided by any person in relation to the New Contact Shares offered as Scrip Consideration. No
warranty or representation is given by any person as to return on investment of the New Contact Shares. Historic
investment performance does not mean that similar returns will be achieved in the future.
Responsibility for information
Manawa is responsible for this Scheme Booklet other than, to the maximum extent permitted by law:
•The Contact Information, which has been prepared by, and is the responsibility of, Contact. Manawa, its
Related Companies and their respective directors, officers, employees and advisers do not assume any
responsibility for the accuracy or completeness of Contact Information, nor do they assume any
responsibility for how Contact has used any information regarding the Manawa Group provided by Manawa
to Contact (for example, the use of such information by Contact to prepare information in respect of the
Merged Group). Contact and its directors do not assume any responsibility for the accuracy or completeness
of any information in the Scheme Booklet other than Contact Information, including responsibility for how
Manawa has used any information provided by the Contact Group (for example, in relation to reasons to vote
in favour of the Scheme).
•The Independent Adviser’s Report (accompanying this Scheme Booklet), which has been prepared by, and is
the responsibility of, the Independent Adviser. Manawa, Contact, their Related Companies and their
respective directors, officers, employees and advisers do not assume any responsibility for the accuracy or
completeness of the Independent Adviser’s Report.
Notice of the Final Court Hearing
If you wish to oppose the Scheme at the Final Court Hearing, which will take place after the Scheme Meeting at
the High Court at Auckland (24 Waterloo Quadrant, Auckland), you must file in the High Court a notice of
appearance or a notice of opposition together with supporting documents on which you wish to rely in the
manner set out in Section 6.8. The deadline for such filing will be 27 June 2025 or any later date announced by
Manawa on the NZX. See Section 6.8 for more detail.
Role of the Takeovers Panel and High Court
The fact that the Takeovers Panel has provided a letter of intention indicating that it does not intend to object to
the Scheme (or subsequently issues a no objection statement in respect of the Scheme), or that the High Court
has ordered that a meeting be convened, does not mean that the Takeovers Panel or the High Court:
•has formed any view as to the merits of the proposed Scheme or as to how Shareholders should vote (on this
matter Shareholders must reach their own decision); or
•has prepared, or is responsible for the content of, the Scheme Booklet or any other material.

Pg. 9
Control of Manawa Shares
No Director who represents, or who is associated with, Infratil or TECT is deemed to control, or is treated as
controlling, the Manawa Shares held or controlled, respectively, by Infratil or TECT.
Defined terms
Capitalised terms set out in this Scheme Booklet have the meanings given to them in the Glossary in Section 13.
Last practicable date
Various matters in this Scheme Booklet are stated as at, or up to and including, 30 April 2025 (for example, the
value of the implied Consideration) because that is the date that Manawa considers to be the last practicable date
before the date of this Scheme Booklet for calculating or determining those matters. Shareholders should be
aware that matters which are stated as at, or up to and including, 30 April 2025 (for example, the value of the
implied Consideration) are subject to change, including between 30 April 2025 and the date of this Scheme
Booklet. For further information about how the implied value of the Consideration is subject to change see,
“Implied value of the Consideration is subject to change and market risk” above.
Date of this Scheme Booklet
This Scheme Booklet is dated 19 May 2025.

Pg. 10
Table of Contents
1.CHAIR’S LETTER ........................................................................................................................................11
2.WHAT DO SHAREHOLDERS NEED TO DO? ...........................................................................................15
3.KEY INDICATIVE DATES...........................................................................................................................17
4.NOTICE OF MEETING ...............................................................................................................................19
5.KEY CONSIDERATIONS RELEVANT TO YOUR VOTE ...........................................................................23
6.FURTHER INFORMATION ABOUT THE SCHEME ................................................................................35
7.INFORMATION ABOUT CONTACT ..........................................................................................................45
8.INFORMATION ABOUT THE MERGED GROUP ....................................................................................59
9.RISK FACTORS...........................................................................................................................................76
10.INFORMATION EQUIVALENT TO SCHEDULE 1 OF THE TAKEOVERS CODE...................................87
11.MANAWA INFORMATION EQUIVALENT TO SCHEDULE 2 OF THE TAKEOVERS CODE ................95
12.SUMMARY OF THE SCHEME IMPLEMENTATION AGREEMENT .....................................................106
13.GLOSSARY.................................................................................................................................................112
ANNEXURE A: SCHEME PLAN ................................................................................................................................125
ANNEXURE B: DEED POLL .....................................................................................................................................139
DIRECTORY ...............................................................................................................................................................147

Pg. 11
PART A: KEY INFORMATION ABOUT THE SCHEME AND THE SCHEME MEETING
1.CHAIR’S LETTER
Dear Manawa Shareholder
On behalf of the Board of Manawa, I am pleased to provide to you this Scheme Booklet which provides details of
the proposed acquisition of Manawa Energy Limited by Contact Energy Limited and matters relevant to your vote
on the Scheme.
On 11 September 2024, Manawa and Contact announced that they had entered into a Scheme Implementation
Agreement under which, subject to certain conditions, Contact will acquire 100% of the shares in Manawa.
If the Scheme is approved by Manawa Shareholders and the other Conditions are satisfied or (where capable)
waived, Manawa Shareholders will receive $1.12 per Manawa Share in cash plus 0.5830 New Contact Shares for
every Manawa Share held on the Scheme Record Date. Based on the five-day VWAP of Contact’s shares up to and
including 30 April 2025,
5
the total implied value of the Consideration is $6.37 per Manawa Share.
6
This
represents a significant premium relative to Manawa’s share price prior to announcement of the transaction of:
7

•59.0% to Manawa’s closing price of $4.03;
8
•58.6% to Manawa’s 30-day VWAP of $4.04;
8
and
•53.3% to Manawa’s 90-day VWAP of $4.18.
8
The Manawa Directors recommend you vote in favour of the Scheme
The Manawa Directors unanimously recommend that you vote in favour of the Scheme, in the
absence of a Superior Proposal.
9
In reaching this recommendation, the Directors have considered
the merits of the Scheme, as well as the value of the Consideration in relation to the Independent
Adviser’s valuation range and the Director’s own views on the value of Manawa.
Each of the Directors intends to vote all of the Manawa Shares that he or she holds or controls in favour of the
Scheme, subject to the Consideration being within or above the Independent Adviser’s value range for the
Manawa Shares and there being no Superior Proposal.
The Manawa Directors appointed Grant Samuel to prepare an Independent Adviser’s Report on the merits of the
Scheme (accompanying this Scheme Booklet). The Independent Adviser’s valuation range for Manawa Shares is
$5.35 to $6.17 per share and the implied value of the Consideration set out above is therefore above this
range.
5
Being the last practicable date prior to the issuance of this Scheme Booklet.
6
See Section 8.1 of the Independent Adviser’s Report for a summary of how changes in the market price of the Contact Shares
affect the implied value of the Consideration.
7
In order to calculate the premium against Manawa’s undisturbed share price (i.e., the share price prior to announcement of
the Scheme on 11 September 2024), the $0.04 per share FY2025 interim dividend paid by Manawa on 6 December 2024 has
been added to the implied value of the Consideration of $6.37, given that the pre-announcement share prices used in the
premium calculation are prior to the payment of this dividend.
8
As at 10 September 2024, the day prior to announcement of the Scheme Implementation Agreement.
9
In addition, your Directors reserve the right to change their recommendation or vote against the Scheme if, prior to the
Scheme Meeting, the Independent Adviser issues an updated, replacement or supplementary report and, after that change, the
Consideration is below the Independent Adviser’s valuation range for the Manawa Shares. Any change to the recommendation
if there is a Superior Proposal prior to the Scheme Meeting is subject to certain matching rights that Contact has, as set out in
the Scheme Implementation Agreement.

Pg. 12
The Scheme brings together two complementary businesses to create a unique operational generation portfolio,
with an attractive combination of hydro schemes and base load geothermal generation. The Merged Group will
also have a significant and diverse generation development pipeline to support the further renewable generation
growth required in New Zealand.
Manawa Shareholders will continue to enjoy exposure to the New Zealand electricity sector, becoming
shareholders in a leading New Zealand energy company, with the operational advantages arising from the
combination of the two companies’ assets, capabilities and growth options.
Contact expects the transaction to result in ~$33 - $48 million per annum (on a 100% run-rate basis)
10
of cost
synergies ($23 – $28 million per annum) and portfolio benefits ($10 – $20 million per annum), which Manawa
Shareholders will share in the benefit of, through the Scrip Consideration component of the Consideration (being
the issue of New Contact Shares). If the Scheme is implemented, Manawa Shareholders are currently expected to
own, in aggregate, 18.5% of the shares in Contact.
Reasons for the Manawa Directors’ Recommendation
•The Consideration represents a significant premium to the pre-announcement price of Manawa Shares
•The implied Consideration
11
is above the Independent Adviser’s valuation range
•The Scrip Consideration provides Shareholders with exposure to benefits associated with an investment in
the Merged Group
•Manawa’s two largest Shareholders, which hold in aggregate 77.9% of the Manawa Shares, have agreed to
support the Scheme, which demonstrates to the Board that the holders of a significant majority of the
Manawa Shares are in favour of the Scheme
•The Scheme will assist to accelerate the realisation of value for Manawa’s development pipeline
•Manawa’s share price will likely fall if the Scheme is not implemented
•No Superior Proposal has emerged since the Scheme was announced and your Directors do not believe that a
Superior Proposal is likely to emerge
•No brokerage costs will be charged on the transfer of your Manawa Shares to Contact if the Scheme proceeds
Further detail on the reasons for the Manawa Directors’ recommendation is set out in Section 5.6. The Manawa
Directors have also considered reasons why you may consider voting against the Scheme (as set out in Section
5.7) and have concluded that the reasons to vote for the Scheme significantly outweigh the reasons to vote against
it.
New Contact Shares
In considering the value of the New Contact Shares which are offered by Contact as Scrip Consideration and
whether to agree to recommend the Scheme, before the Scheme Implementation Agreement was signed the
Manawa Directors had regard to the market price of Contact Shares and broker price targets for Contact Shares,
sought external financial advice, and undertook targeted financial due diligence on Contact. The Directors also
sought and obtained certain warranties from Contact which are included in Schedule Four of the Scheme
Implementation Agreement in respect of Contact’s financial condition, including warranties confirming, as at 11
10
The expected cost synergies and portfolio benefits, on an annual basis in FY24 real terms, that Contact expects to realise, once
integration activities have been completed. Contact has stated that it is expects to achieve cost synergies approximately 18-24
months post Implementation. See page 25 of Contact’s investor presentation available at:
https://api.nzx.com/public/announcement/437790/attachment/426878/437790-426878.pdf.
11
Based on the five-day VWAP of Contact’s shares up to and including 30 April 2025.

Pg. 13
September 2024 (the date of the agreement), that Contact had disclosed all material information to NZX and
confirming the absence of certain undisclosed liabilities, disputes, and insolvency events affecting Contact.
12

If the Scheme is implemented, Manawa Shareholders (other than Ineligible Overseas Shareholders) will receive
New Contact Shares as Scrip Consideration. It will be open to Manawa Shareholders to sell or retain those New
Contact Shares after implementation. This is a decision for Manawa Shareholders, based on their own individual
investment objectives, including their own financial situation or needs. The Manawa Directors do not provide
any financial or investment advice in this regard. Before making this decision, Manawa Shareholders should
consider Section 9 of this Scheme Booklet, which sets out Contact’s assessment of certain key risks associated
with an investment in New Contact Shares, and should seek advice from their own financial, investment, taxation
or legal advisers.
Manawa’s two largest Shareholders support the Scheme
Manawa's two largest Shareholders, Infratil and TECT, have entered into voting agreements with Contact (for
further information, see Section 10.7). Subject to certain conditions, these entities have agreed to vote their 51.1%
and 26.8% shareholdings, respectively, in favour of the Scheme. If both Infratil and TECT vote in favour of the
Scheme, then the Scheme Resolution will be passed.
Scheme Meeting
The Scheme Meeting, which is the meeting at which Shareholders will vote on the Scheme, is to be held at 11:00
am (New Zealand time) on 18 June 2025 at Trinity Wharf Tauranga. The Board encourages all Shareholders to
vote on the Scheme. If you are unable to attend the Scheme Meeting in person, I encourage you to appoint a
proxy to vote on your behalf by completing the enclosed personalised Voting/Proxy Form and returning it to
Computershare, Manawa’s Share Registry, so that it is received by no later than 11:00 am on 16 June 2025. You
can also appoint a proxy online at Computershare’s website by following the instructions on the website:
www.investorvote.co.nz. You will be required to enter the meeting control number, your CSN/Holder Number
and post code (or country if outside of New Zealand) for security purposes.
Further information
This Scheme Booklet is intended to assist you to make an informed decision in respect of the Scheme. The Board
encourages you to read this Scheme Booklet carefully and in full, and to seek your own legal, investment, taxation
or other professional advice, before your vote on the Scheme.
If you have any questions regarding the Scheme or this Scheme Booklet you should ask your professional adviser,
email manawa@computershare.co.nz or call Manawa’s shareholder information line on 0800 771 117 (toll free
within New Zealand) Monday to Friday between 8:30 am and 5:00 pm (New Zealand time) (excluding public
holidays).
12
This is a non-exhaustive summary only. The full warranties provided by Contact are set out in Schedule Four to the Scheme
Implementation Agreement. A full copy of the Scheme Implementation Agreement is available at Manawa’s website
www.manawaenergy.co.nz. In addition, it was released to NZX on 11 September 2024. You can access information released by
Manawa to NZX at www.nzx.com (under the NZX code: MNW). Please note that the warranties provided by Contact in the
Scheme Implementation Agreement do not provide Manawa Shareholders with a right to bring a claim against Contact for
breach of warranty after implementation of the Scheme. Rather, if there is a breach of a Contact warranty before
implementation of the Scheme then, depending on the nature of the breach, Manawa may be entitled to terminate the Scheme
Implementation Agreement.

Pg. 14
On behalf of the Board of Manawa, I would like to thank you for your ongoing support and I look forward to your
participation at the Scheme Meeting.
Yours sincerely,
Deion Campbell
Chair of the Board
Manawa Energy Limited

Pg. 15
2.WHAT DO SHAREHOLDERS NEED TO DO?
2.1Read this Scheme Booklet and seek advice if you are in doubt
Please read this Scheme Booklet, including the Independent Adviser’s Report, carefully and in full. It
will assist you in making an informed decision on how to vote on the Scheme Resolution. It will also
assist you to understand the implications of the Scheme. If you are in doubt as to what you should do
in respect of the Scheme, you should seek advice from your financial, investment, taxation or legal
advisers.
2.2Vote on the Scheme
Voting is how you have your say in determining the future of your investment in
Manawa.
For the Scheme to proceed, it is necessary that BOTH of the two voting thresholds are met, being:
•75% or more of the votes of Shareholders in each interest class who are entitled to vote
and who actually vote must be voted in favour of the Scheme Resolution; and
•more than 50% of the total number of Manawa Shares on issue must be voted in favour of
the Scheme Resolution.
Manawa has one class of shares, all of which are fully paid up ordinary shares with identical voting
rights. At the date of the Scheme Booklet, all Shareholders are of the same interest class. This is
expected to remain the case at the time of the Scheme Meeting.
Manawa’s two largest Shareholders, Infratil and TECT, have entered into voting agreements with
Contact. Under the voting agreements, those entities, which hold in aggregate 77.9% (respectively,
51.1% and 26.8%) of the Manawa Shares, have agreed, subject to certain conditions, to vote in favour of
the Scheme. As Infratil and TECT will vote in the same interest class as other Shareholders, their votes
will satisfy both of the Shareholder approval thresholds set out above at the Scheme Meeting.
The Scheme Meeting will be held at 11:00 am (New Zealand time) on 18 June 2025, both online and in
person:
•Online by virtual webcast: https://meetnow.global/nz
•In person: Trinity Wharf Tauranga, 51 Dive Crescent, Tauranga, Bay of Plenty, 3110.
If you are a Shareholder on the Voting Eligibility Date (5:00 pm on 15 June 2025), you are entitled to
vote on the Scheme.
You can vote at the Scheme Meeting in person or online, by proxy or, if you are a company, by a
corporate representative. If your share broker or financial adviser holds Manawa Shares as custodian
on your behalf, we encourage you to instruct your broker or adviser how to vote. The fastest way for
you to vote is to complete your Voting/Proxy Form online. Alternatively, you may return your
Voting/Proxy Form by email, mail or in person or attend and vote in person or online at the Scheme
Meeting.

Pg. 16
Information on how to appoint a proxy or corporate representative, and how to ask questions before
the Scheme Meeting, is set out in the Procedural Notes part of the Notice of Meeting in Section 4.
2.3If you are in favour of the Scheme
If you are in favour of the Scheme, you should vote in favour of the Scheme Resolution at the Scheme
Meeting, by proxy, in person or online.
2.4If you are not in favour of the Scheme
If you are not in favour of the Scheme, you can vote against the Scheme Resolution at the Scheme
Meeting, by proxy, in person or online. You may also object to the Scheme by appearing and being
heard at the Final Court Hearing, provided you file a notice with the High Court. Further details on
how to do this are set out in Section 6.8.
If you do not want to participate in the Scheme, you are free to sell your Manawa Shares on the NZX
Main Board at any time up to the close of trading on the Trading Halt Date. However, if you sell your
Manawa Shares on the NZX Main Board, the sale price may be less than the implied value of the
Consideration on any particular date, and you may incur brokerage charges on the sale. If you are
considering selling your Manawa Shares on the NZX Main Board, you should seek your own
professional advice to determine if your individual financial or taxation circumstances may make it
preferable for you to do so.
Regardless of whether you vote for or against the Scheme, abstain or do not vote, the Scheme will still
be implemented if it is approved by Shareholders by the requisite majorities and by the High Court, the
other Conditions are satisfied or waived (to the extent capable of waiver), and the Scheme
Implementation Agreement is not terminated.
2.5You may need to provide your bank account details to Computershare
If the Scheme is implemented and you hold Scheme Shares on the Scheme Record Date:
(a) if you are not an Ineligible Overseas Shareholder, you will be provided with the Cash
Consideration and the Scrip Consideration for each of your Scheme Shares on the Implementation
Date; and
(b) if you are an Ineligible Overseas Shareholder, you will be paid the Cash Consideration but you will
not be provided with the Scrip Consideration. Instead, the Scrip Consideration will be issued to,
and be sold by, the Sale Agent. You will be provided with your Net Cash Proceeds resulting from
that sale, as soon as reasonably practicable after the Implementation Date. See Section 6.4 for
further details of how the Net Cash Proceeds will be calculated.
See Section 6.3 for details of how the Cash Consideration and Net Cash Proceeds will be paid. You may
need to take the actions contemplated by that Section to ensure payment of the Cash Consideration
and, if applicable, Net Cash Proceeds in your desired currency to your desired bank account.

Pg. 17
3.KEY INDICATIVE DATES
EVENTINDICATIVE DATE AND TIME
Voting Eligibility Date – for determining eligibility to vote at the Scheme
Meeting
5:00 pm on 15 June 2025
Closing time and date for Voting/Proxy Forms for the Scheme
Meeting to be submitted
11:00 am on 16 June 2025
Scheme Meeting 11:00 am on 18 June 2025
Last day on which shareholders may file a notice of appearance
or notice of opposition – to be filed at the High Court and served on
Manawa
27 June 2025
Final Court Hearing – to approve the Scheme and grant the Final Orders3 July 2025
IF THE SCHEME IS APPROVED BY SHAREHOLDERS AND THE HIGH COURT, THEN THE INDICATIVE DATES
FOR IMPLEMENTATION OF THE SCHEME ARE SET OUT BELOW.
Trading Halt Date – Manawa Shares will be suspended from trading on
the NZX Main Board
7 July 2025
Scheme Record Date – date for determining entitlements to the
Consideration
5:00 pm on 9 July 2025
Implementation Date – date on which Contact will acquire the Scheme
Shares and the Consideration will be provided to Scheme Shareholders
(other than the Net Cash Proceeds payable to Ineligible Overseas
Shareholders)
11 July 2025
Commencement of trading for New Contact Shares – date on which
trading of New Contact Shares issued as Scrip Consideration under the
Scheme is expected to commence on the NZX Main Board and the ASX
11 July 2025
Holding Statements – date of expected despatch of holding statements of
New Contact Shares issued under the Scheme
18 July 2025

Pg. 18
EVENTINDICATIVE DATE AND TIME
Ineligible Overseas Shareholders – expected date on which payment of
the Net Cash Proceeds to Ineligible Overseas Shareholders will occur
Promptly after the settlement of
the sale by the Sale Agent of all
New Contact Shares to be sold
by it. Expected to be by 8
August 2025.
FINAL DATES FOR SATISFACTION OR WAIVER OF CONDITIONS AND IMPLEMENTATION OF THE SCHEME
End Date – the last date by which the Scheme must be implemented
(unless Manawa and Contact agree to extend the End Date or the End Date
is extended automatically under the Scheme Implementation Agreement)
22 July 2025
All dates and times in the table above (and other references to such dates and times in this Scheme Booklet),
except the End Date, are indicative only and, among other things, are subject to obtaining all necessary approvals
from the High Court.
Any changes to the above indicative timetable will be announced to NZX (www.nzx.com) (NZX code: MNW) and
notified on Manawa’s website (www.manawaenergy.co.nz).

Pg. 19
4.NOTICE OF MEETING
Notice is given that a special meeting of Shareholders of Manawa Energy Limited (the “Scheme Meeting”) will
be held:
Time: 11:00 am (New Zealand time)
Date: 18 June 2025 (New Zealand time)
Where: Online: virtual webcast at https://meetnow.global/nz. Details of how to participate are provided in the
Procedural Notes below.
Physical: Manawa will also hold a concurrent physical meeting at Trinity Wharf Tauranga, 51 Dive
Crescent, Tauranga, Bay of Plenty, 3110.
AGENDA
Scheme Resolution
To consider and, if thought fit, to pass the following resolution:
“That the Scheme (the terms of which are described in the Scheme Booklet) be and is hereby
approved.”
The Scheme Resolution will be put as a single resolution for the purposes of confirming the approvals of each
interest class and a simple majority of the votes of all Shareholders (see Procedural Notes 2, 3, and 4 below). The
Scheme Booklet referred to in the Scheme Resolution is this Scheme Booklet.
Voting will be by way of poll and Computershare will confirm whether or not each of the relevant voting
thresholds have been met in respect of the Scheme Resolution (see Procedural Notes below). KPMG, Manawa’s
auditors, will act as scrutineer in respect of the vote.
By order of the Board
Deion Campbell
Chair of the Board
19 May 2025

Pg. 20
Procedural Notes:
Scheme Booklet and Voting/Proxy Form
1.This Scheme Booklet (which includes this Notice of Meeting) provides information in relation to the
Scheme Resolution and the Scheme, how the Scheme will be implemented and the reasons for
proposing the Scheme. Section 2 contains details about the actions you can take in respect of the
Scheme. A Voting/Proxy Form accompanies this Scheme Booklet.
Scheme of Arrangement
2.The Scheme is to be implemented by way of a High Court approved scheme of arrangement under Part
15 of the Companies Act pursuant to the Scheme Plan, the proposed form of which is included as
Annexure A of this Scheme Booklet. The High Court has granted Manawa the Initial Orders, which are
available to view at www.manawaenergy.co.nz. The next significant step in the Scheme process is
seeking the approval of the Shareholders by voting on the Scheme Resolution.
Voting on the Scheme Resolution
3.The voting thresholds under the Companies Act for approval of the Scheme are:
(a)75% or more of the votes of Shareholders in each interest class who are entitled to vote and
who actually vote must be voted in favour of the Scheme Resolution; and
(b)more than 50% of the total number of Manawa Shares on issue must be voted in favour of the
Scheme Resolution.
4.Both of the voting thresholds set out in Procedural Note 3 above must be met for the Scheme
Resolution to be approved. Manawa has one class of shares, all of which are fully paid up ordinary
shares with identical voting rights. At the date of the Scheme Booklet, all Shareholders are of the same
interest class. This is expected to remain the case at the time of the Scheme Meeting.
Whether or not you are in favour of the Scheme, it is very important that you cast your vote.
Eligibility to vote on the Scheme Resolution
5.You are entitled to vote at the Scheme Meeting (including by proxy or representative) if you hold
Manawa Shares (as recorded in Manawa’s Share Register) on the Voting Eligibility Date.
How to vote
6.If you are eligible to vote at the Scheme Meeting, you can vote:
(a)by proxy: see Procedural Note 7 below
(b)online: at https://meetnow.global/nz. Information on how to attend the Scheme Meeting
online, how to ask questions and how to vote, is available in the Virtual Meeting Online Guide
at: www.computershare.com/vm-guide-nz
(c)in person: by attending the Scheme Meeting and bringing your personalised Voting/Proxy
Form (which accompanies this Scheme Booklet)
(d)by corporate representative: a company which is a Shareholder may appoint a
representative to vote on its behalf in the same manner as that in which it could appoint a proxy

Pg. 21
How to appoint a proxy
7.You may appoint a proxy to attend, and vote at, the Scheme Meeting on your behalf. If you wish to
appoint a proxy, you must ensure that Computershare receives your completed Voting/Proxy Form by
no later than 11:00 am (New Zealand time) on 16 June 2025. You can submit your completed
Voting/Proxy Forms:
(a)online: at Computershare’s website by following the instructions on the website:
www.investorvote.co.nz. You will be required to enter the meeting control number, your
CSN/Holder Number and post code (or country if outside of New Zealand) for security
purposes
(b)by email: corporateactions@computershare.co.nz (please use “Manawa Proxy Form” as the
subject for easy identification)
(c)by mail: Private Bag 92119, Victoria Street West, Auckland, 1142
(d)in person: Level 2, 159 Hurstmere Road, Takapuna, Auckland, 0622
8.If you appoint a proxy, you can either direct your proxy how to vote or let them decide on your behalf
by ticking the box marked “discretion”. If you do not tick a box for the Scheme Resolution, then your
proxy will be treated as having discretion on how to vote.
9.A proxy need not be a Shareholder. You may, if you wish, appoint the Chair or any other Director as
your proxy. The Chair and all other Directors intend to vote undirected proxies in favour of the
Scheme Resolution unless the Directors have changed their recommendation prior to the Scheme
Meeting, in which case the Chair and all other Directors of Manawa will vote all undirected proxies
against the Scheme Resolution.
13
10.If, in appointing a proxy, you have not named a person to be your proxy (either online or on the
enclosed Voting/Proxy Form), or your named proxy does not attend the Scheme Meeting, the Chair of
the Scheme Meeting will be your proxy and will vote in accordance with your express direction. If you
have not included an express direction (either online or in the enclosed Voting/Proxy Form), the Chair
of the Scheme Meeting will exercise your vote in favour of the Scheme unless the Directors have
changed their recommendation prior to the Scheme Meeting, in which case the Chair of the Scheme
Meeting will vote all undirected proxies against the Scheme Resolution.
14

11.Once appointed, a proxy can be revoked or your voting directions to your proxy can be changed by
lodging a new proxy online as set out in Procedural Note 7(a) above, or giving written notice to the
address details set out in Procedural Notes 7(b), 7(c) or 7(d) above, if such online lodgement or notice
is received before 11:00 am (New Zealand time) on 16 June 2025. If you attend the Scheme Meeting in
person or online you may, but are not required to, revoke your proxy.
13
Your Directors may change their recommendation if there is a Superior Proposal prior to the Scheme Meeting which Contact
does not match in accordance with the matching rights set out in the Scheme Implementation Agreement. In addition, your
Directors reserve the right to change their recommendation or vote against the Scheme if, prior to the Scheme Meeting, the
Independent Adviser issues an updated, replacement or supplementary report and, after that change, the Consideration is
below the Independent Adviser’s valuation range for the Manawa Shares.
14
See footnote 13.

Pg. 22
12.Despite Procedural Notes 7 and 11, Manawa may in its discretion accept proxy appointments received
after 11:00 am (New Zealand time) on 16 June 2025 if it considers it to be in the best interests of
Manawa Shareholders as a whole.
How to ask questions
13.You are invited to submit questions to be addressed at the Scheme Meeting. Manawa has discretion as
to which, and how, questions will be answered during the Scheme Meeting. If you wish to submit a
question, you may do so:
(a)online: at Computershare’s website by following the instructions on the website:
www.investorvote.co.nz. You will be required to enter the meeting control number, your
CSN/Holder Number and post code (or country if outside of New Zealand) for security
purposes
(b)by email: corporateactions@computershare.co.nz (please use “Manawa Question” as the
subject for easy identification)
(c)by mail: Private Bag 92119, Victoria Street West, Auckland, 1142
(d)in person: Level 2, 159 Hurstmere Road, Takapuna, Auckland, 0622
14.There will also be an opportunity for Shareholders to raise questions during the Scheme Meeting in
person or through the online platform: https://meetnow.global/nz.
Defined terms
15.Capitalised terms used in this Notice of Meeting have the meanings given to them in the Glossary at
Section 13 of this Scheme Booklet.

Pg. 23
PART B: DETAILED INFORMATION ABOUT THE SCHEME
5.KEY CONSIDERATIONS RELEVANT TO YOUR VOTE
5.1Summary of the Scheme
The Scheme is the proposed scheme of arrangement under Part 15 of the Companies Act for Contact to
acquire all of the Manawa Shares. Information regarding the legal requirements and steps for
implementation of the Scheme are set out in Section 6.1.
For the Scheme to be implemented, it needs to be approved by the required majorities of Shareholders
and by the High Court. The Scheme is also subject to the satisfaction or waiver (to the extent capable
of waiver) of all other Conditions, including the absence of a Manawa Material Adverse Change during
the period commencing on the date that the Scheme Implementation Agreement was entered into (11
September 2024) and ending at 8:00 am on the Implementation Date. The Scheme was subject to the
New Zealand Commerce Commission granting clearance in respect of the Scheme but that Condition
was satisfied on 6 May 2025. For more information on the outstanding Conditions to the Scheme, see
Section 6.2.
5.2How the Scheme came about
The Scheme is a culmination of a process that began when Contact confidentially approached Manawa
with an unsolicited proposal to acquire all of the Manawa Shares. With assistance from its external
financial and legal advisers, the Board confidentially engaged with Contact over the price and terms of
the Contact proposal and considered and assessed alternative options to seek to maximise value for
Shareholders. The Board concluded that Contact’s proposal was attractive for, and in the best interests
of, Shareholders as a whole.
On 11 September 2024, Manawa and Contact entered into the Scheme Implementation Agreement
which sets out the terms on which Manawa and Contact will implement the Scheme. A summary of the
Scheme Implementation Agreement is set out in Section 12.
5.3Consideration
If the Scheme is implemented and you hold Scheme Shares on the Scheme Record Date, on the
Implementation Date you will be provided with the Consideration, comprising the following:
(a)the Cash Consideration of $1.12 in cash for each Scheme Share you hold; and
(b)unless you are an Ineligible Overseas Shareholder, the Scrip Consideration of 0.5830 New
Contact Shares for each Scheme Share you hold. If you are an Ineligible Overseas Shareholder
you will not be provided with the Scrip Consideration. Instead, you will be provided with your
Net Cash Proceeds as soon as reasonably practicable after the Implementation Date, as
described in Section 6.4.
Adjustments for dividends
The Scheme Implementation Agreement provided for Cash Consideration of $1.16 per Manawa Share
in cash and Scrip Consideration of 0.5719 New Contact Shares for every Manawa Share held on the
Scheme Record Date, subject to adjustment for certain Gross Dividends authorised, respectively, by

Pg. 24
Manawa and Contact after 11 September 2024 and prior to the Implementation Date. The
Consideration presented in this Scheme Booklet, being Cash Consideration of $1.12 in cash and Scrip
Consideration of 0.5830 New Contact Shares for each Scheme Share, reflects those dividend
adjustments (in respect of Gross Dividends authorised before the date of this Scheme Booklet). For
further information, see Section 5.4.
Payment of Cash Consideration and Net Cash Proceeds
Section 6.3 explains how the Cash Consideration and Net Cash Proceeds will be paid. Please read that
Section carefully, as you may need to take the actions contemplated by that Section to ensure payment
of the Cash Consideration and, if applicable, the Net Cash Proceeds in your desired currency to your
desired bank account.
Fractional entitlements to cash amounts will be rounded up or down to the nearest whole cent (but
only after applying the Scheme Shareholder’s entitlement (prior to rounding) to its entire holding of
Scheme Shares).
Scrip Consideration
The Scrip Consideration is in the form of New Contact Shares, which will be fully paid ordinary shares
in Contact. On issue on the Implementation Date, the New Contact Shares will rank equally in all
respects with all other fully paid ordinary shares in Contact and will be issued free from
Encumbrances.
It is a term of the offer of New Contact Shares as Scrip Consideration that Contact will take any
necessary steps to ensure that the New Contact Shares, immediately after being issued, will be quoted
on the NZX Main Board and ASX.
Fractional entitlements to New Contact Shares will be rounded up or down to the nearest whole
number. If Contact forms a reasonable opinion that a group of Scheme Shareholders have, before the
Scheme Record Date, split their holdings of Scheme Shares to attempt to obtain an advantage as a
result of the rounding of entitlements to Scrip Consideration, Contact may require that the relevant
Scheme Shares be treated as being held by a single Scheme Shareholder.
5.4The Consideration has been adjusted for dividends
The Scheme Implementation Agreement provided for Consideration comprising Cash Consideration of
$1.16 per Manawa Share in cash and Scrip Consideration of 0.5719 New Contact Shares for each
Scheme Share, being a Manawa Share held on the Scheme Record Date. Under the Scheme
Implementation Agreement, Manawa and Contact were required to adjust the Consideration for the
amount of Gross Dividends authorised, respectively, by Manawa or Contact, as follows:
(a)The Cash Consideration was required to be reduced by the quantum of Gross Dividends
authorised and paid by Manawa after 11 September 2024 and before the Implementation Date.
(b)The Scrip Consideration was required to be adjusted by a proportionate increase in the number
of New Contact Shares in respect of Gross Dividends authorised by Contact with a record date
prior to the Implementation Date.
Since 11 September 2024, Manawa has authorised and paid a Gross Dividend of $0.04 per Manawa
Share. Accordingly, the Cash Consideration provided for in the Scheme Implementation Agreement of

Pg. 25
$1.16 per Manawa Share has been reduced by $0.04. The adjusted Cash Consideration is $1.12 in cash
per Scheme Share.
Since 11 September 2024, Contact has authorised a Gross Dividend with a record date prior to the
Implementation Date of $0.16 per Contact Share. Accordingly, the Scrip Consideration has been
proportionately increased to reflect that Gross Dividend. The adjusted Scrip Consideration is 0.5830
New Contact Shares per Scheme Share.
Unless expressly stated otherwise, all references in this Scheme Booklet to the Consideration, Cash
Consideration, Scrip Consideration and/or the implied value of the Consideration or the Scrip
Consideration reflect and assume the adjustments referred to in the two preceding paragraphs.
Assuming that the Implementation Date is 11 July 2025, Manawa and Contact do not intend to
authorise any further Gross Dividends prior to the Implementation Date. However, if the
Implementation Date is delayed beyond that date, Manawa and Contact reserve the ability to authorise
further Gross Dividends. If, after the date of this Scheme Booklet and before the Implementation Date,
any further Gross Dividends are authorised by Manawa or Contact which require adjustments to the
Consideration, Manawa will promptly update Shareholders by way of an announcement to NZX.
Any Gross Dividend that is authorised by Manawa or Contact (to the extent permitted under the
Scheme Implementation Agreement) after Shareholders have voted on the Scheme at the Scheme
Meeting, and any resulting adjustment to the Consideration, will not affect the outcome of the
Shareholder vote at the Scheme Meeting or the implementation of the Scheme in accordance with the
Scheme Implementation Agreement (on the basis that the Consideration provided to Shareholders will
be the Consideration as adjusted for that Gross Dividend).
5.5Your Directors unanimously recommend that you vote in favour of the Scheme
Your Directors unanimously recommend that you vote in favour of the Scheme Resolution at the
Scheme Meeting to be held on 18 June 2025, in the absence of a Superior Proposal.
15
In reaching their recommendation to vote in favour of the Scheme, your Directors have considered:
(a)the merits of the Scheme, including the factors set out in Sections 5.6, 5.7 and 5.8;
(b)the Consideration in relation to the Independent Adviser’s valuation range and the Directors’
own views of the value of Manawa.
Your Directors who hold or control Manawa Shares intend to vote all of the Manawa Shares held or
controlled by them in favour of the Scheme, in the absence of a Superior Proposal.
16
The interests of
the Directors in Manawa Shares are set out in Section 11.5.
15
The Directors may change their recommendation if there is a Superior Proposal prior to the Scheme Meeting which Contact
does not match in accordance with the matching rights set out in the Scheme Implementation Agreement. In addition, your
Directors reserve the right to change their recommendation or vote against the Scheme if, prior to the Scheme Meeting, the
Independent Adviser issues an updated, replacement or supplementary report and, after that change, the Consideration is
below the Independent Adviser’s valuation range for the Manawa Shares.
16
See footnote 15. No Director who is associated with, or who represents Infratil or TECT will be deemed to control, or be
treated as controlling, any Manawa Shares which are held or controlled by Infratil or TECT.

Pg. 26
5.6Reasons to vote in favour of the Scheme
(a)The Consideration represents a significant premium to the pre-announcement
and pre-Scheme Meeting prices of Manawa Shares
As at 11 September 2024, being the date on which the Scheme Implementation Agreement was
signed, the Consideration on that date of $1.16 in cash and 0.5719 New Contact Shares
corresponded to an implied value of $5.95 per Manawa Share (based on the five-day VWAP for
Contact Shares on the NZX Main Board immediately prior to 11 September 2024). Using this
implied value, the Consideration represented a premium of:
(i)47.6% to the closing price of Manawa Shares on the NZX Main Board on 10 September
2024 (being the last trading day prior to Manawa announcing the Scheme to NZX) of
$4.03;
(ii)47.4% to the 30-day VWAP of Manawa Shares on the NZX Main Board up to and
including 10 September 2024, of $4.04; and
(iii)42.3% to the 90-day VWAP of Manawa Shares on the NZX Main Board up to and
including 10 September 2024, of $4.18.
As at 30 April 2025, the Consideration (based on the Gross Dividend adjustments set out in
Section 5.4) corresponded to an implied value of $6.37 per Manawa Share (based on the five-
day VWAP for Contact Shares on the NZX Main Board up to and including 30 April 2025).
Using this implied value, the Consideration represents a premium of:
17

(iv)59.0% to the closing price of Manawa Shares on the NZX Main Board on 10 September
2024 of $4.03;
(v)58.6% to the 30-day VWAP of Manawa Shares on the NZX Main Board up to and
including 10 September 2024, of $4.04; and
(vi)53.3% to the 90-day VWAP of Manawa Shares on the NZX Main Board up to and
including 10 September 2024, of $4.18.
(b)The implied Consideration is above the Independent Adviser’s valuation range
Your Directors appointed Grant Samuel as Independent Adviser to prepare the Independent
Adviser’s Report on the merits of the Scheme which accompanies this Scheme Booklet. The
Independent Adviser has assessed the value of the Manawa Shares to be in the range of $5.35 to
$6.17 per share. The implied value of the Consideration as at 30 April 2025 of $6.37 per
Manawa Share is above this range.
Your Directors encourage you to read the Independent Adviser’s Report, including the
assessment of the merits of the Scheme as set out in Section 8 of that report.
17
In order to calculate the premium against Manawa’s undisturbed share price (i.e., the share price before the announcement of
the Scheme on 11 September 2024), the $0.04 per Manawa Share FY2025 interim dividend paid by Manawa on 6 December
2024 has been added to the implied value of the Consideration of $6.37, given that the pre-announcement share prices used in
the premium calculation are prior to the payment of this dividend.

Pg. 27
(c)The Scrip Consideration provides Shareholders with exposure to benefits
associated with an investment in the Merged Group
The Scrip Consideration provides Shareholders (other than Ineligible Overseas Shareholders)
with the opportunity to continue to enjoy exposure to the New Zealand electricity sector
through an ownership interest in Contact. Shareholders who receive and hold the New Contact
Shares will benefit from any operational advantages arising from the combination of the assets
and capabilities of Manawa and Contact, including a more diversified electricity generation
portfolio (from a fuel type, geographical, and generation complementarity perspective) and a
larger customer base. Your Directors believe that this will provide Manawa Shareholders
exposure to a group with lower generation volatility,
18
and as a result, more stable earnings and
cash flows relative to an investment in Manawa on a standalone basis. Shareholders will also
benefit from the benefits that Contact expects to arise from combining the two companies by
way of the Scheme, as well as a higher expected equivalent dividend per share.
19

(d)Manawa’s two largest Shareholders have agreed to support the Scheme
Manawa’s two largest Shareholders, Infratil and TECT, have entered into voting agreements
with Contact. Under the voting agreements, those Shareholders, which hold in aggregate 77.9%
(respectively, 51.1% and 26.8%) of the Manawa Shares, have agreed, subject to certain
conditions, to vote in favour of the Scheme. As Infratil and TECT will vote in the same interest
class as other Shareholders, their votes will satisfy both of the Shareholder approval thresholds
at the Scheme Meeting.
A summary of the voting agreements is set out in Section 10.7. The full terms of the voting
agreements are attached to substantial product holder notices issued by Contact on 11
September 2024, which are available from the NZX website (www.nzx.com) under the NZX
code: MNW.
(e)The Scheme will assist to accelerate the realisation of value for Manawa’s
development pipeline
Manawa is an independent power producer. Manawa’s strategy is to invest in the protection
and improvement of its existing renewable electricity generation assets - hydroelectric power
schemes, while also pursuing the development of new renewable (solar and wind) electricity
generation opportunities. Manawa’s development pipeline consists of approximately 1,535
megawatts of secured renewable generation options
20
and Manawa also has greater than 1,000
megawatts of prospective renewable generation developments at advanced stages of
negotiation.
While Manawa is focused on executing its strategic plan, there are risks and uncertainties
involved in executing that plan over time. Many of the opportunities in Manawa’s development
18
See page 16 of the Contact investor presentation:
https://api.nzx.com/public/announcement/437790/attachment/426878/437790-426878.pdf.
19
Based on Contact’s expected dividends per Contact Share for FY2025 as set out in Contact’s investor presentation dated 11
September 2024, and assuming the Cash Consideration is reinvested in Contact Shares at the five-day VWAP for Contact Shares
on the NZX Main Board immediately prior to 11 September 2024 of $8.3755 per share. This implies pro forma expected
dividends per Manawa Share of $0.28 for FY2025. Manawa’s FY2024 full-year dividend was $0.19 per Manawa Share.
20
On a 100% ownership basis (i.e. includes 100% of Kaihiku capacity, in which Manawa has a 50% equity interest).

Pg. 28
pipeline are subject to development risk and uncertainty and will take several years to begin
generation.
The Scheme provides you with an opportunity to accelerate the realisation of value for
Manawa’s development pipeline. This is because the Consideration payable to Shareholders
pursuant to the Scheme includes a sum reflecting Contact’s view of the value of Manawa’s
pipeline. The Scheme will also provide Manawa Shareholders with exposure to a more
diversified pipeline of development projects. Combined with Contact’s broader funding options
for development projects, your Directors believe that this improves the prospects of Manawa
Shareholders benefiting from the exposure of development projects being progressed to
construction and into operation relative to Manawa on a standalone basis.
Following completion of the Scheme, Contact has advised Manawa that Contact will review
where Manawa’s potential projects rank alongside the other potential projects available to
Contact. All potential developments are subject to final investment decision by the board of
Contact.
(f)Manawa’s share price will likely fall if the Scheme is not implemented
Your Directors are unable to predict the price at which Manawa Shares will trade on the NZX
Main Board in the future. However, your Directors believe that if the Scheme is not
implemented, and in the absence of a Superior Proposal, it is likely that the market price for
Manawa Shares on the NZX Main Board will fall from the current market price (for example,
the market price was $4.85 per Manawa Share at the close of trading on 30 April 2025).
(g)No Superior Proposal has emerged since the Scheme was announced and your
Directors do not believe that a Superior Proposal is likely to emerge
Since the Scheme was announced on 11 September 2024 up to the date of this Scheme Booklet,
Manawa has not received or become aware of a Superior Proposal (in broad terms, a proposal
which is more favourable to Shareholders than the Scheme, see Section 13). Your Directors
retain the ability, up to the Implementation Date, to consider and deal with unsolicited
proposals that are reasonably likely to become a Superior Proposal as necessary to comply with
their Directors’ duties (and subject to Contact’s right to match any Superior Proposal, see
Section 12.5(e)), but currently do not believe that a Superior Proposal is likely to emerge.
(h)No brokerage costs will be charged on the transfer of your Manawa Shares to
Contact if the Scheme proceeds
This is in contrast to selling your Manawa Shares on the NZX Main Board where you may incur
brokerage charges.
21

21
See Section 6.4 in respect of the deductions from the sale of the Scrip Consideration for the purposes of determining the Net
Cash Proceeds payable to Ineligible Overseas Shareholders.

Pg. 29
5.7Reasons you may choose not to vote in favour of the Scheme
(a)You may consider that Manawa could have greater value over the longer term
than you will receive under the Scheme
You may consider that Manawa could have strong long-term growth potential. Accordingly,
you may consider that the Consideration does not fully reflect your views on long term value.
You may therefore prefer to retain your Manawa Shares and realise the value of your Manawa
Shares over the longer term.
If the Scheme is approved and implemented, it is expected to be completed on 11 July 2025
2025.
22
This timeframe may not be consistent with your investment objectives.
(b)You may disagree with the Independent Adviser’s value range for the Manawa
Shares or the Independent Adviser’s assessment of the merits of the Scheme
You may consider that the Independent Adviser’s valuation range undervalues your Manawa
Shares or have a different view to the Independent Adviser on the merits of the Scheme.
(c)You may not wish to exchange an investment in Manawa for an investment in
Contact
The Consideration includes the Cash Consideration and the Scrip Consideration, being New
Contact Shares. Accordingly, if the Scheme is implemented and you are not an Ineligible
Overseas Shareholder you will exchange your investment in Manawa for an investment in
Contact. As a holder of New Contact Shares, you will participate in the benefits of, and be
exposed to the risks of, Contact’s future financial performance and prospects. Certain risks
associated with an investment in New Contact Shares are set out in Section 9.
You may not wish to be invested in Contact and may prefer to retain an investment in Manawa
instead. As Contact Shares are quoted on the NZX Main Board, you may be able to sell any New
Contact Shares that are issued to you which you do not wish to retain. However, you would
receive the market price at the time of sale and would be responsible for any brokerage payable
on that sale.
(d)You may not wish to receive Scrip Consideration
The Consideration is not all cash. Rather, the Consideration comprises the Cash Consideration
and the Scrip Consideration, being New Contact Shares. You may not wish to support a
transaction that does not provide all Shareholders with an all cash exit opportunity.
As Contact Shares are quoted on the NZX Main Board, you may be able to sell any New Contact
Shares that are issued to you. However, you would receive the market price at the time of sale
and would be responsible for any brokerage payable on that sale.
22
The Implementation Date is indicative only and the timing will depend on the satisfaction or, where applicable, waiver of the
Conditions.

Pg. 30
(e)You may consider that there is a possibility that a Superior Proposal could
emerge
As noted in Section 5.6(g), from the announcement of the Scheme on 11 September 2024 to the
date of this Scheme Booklet, no Superior Proposal (or other change of control transaction
proposal) has emerged, and the Directors do not believe that a Superior Proposal is likely to
emerge. However, you may disagree with the Directors, and you may believe that a Superior
Proposal is possible prior to implementation of the Scheme.
(f)You may wish to maintain an investment in a publicly listed company with the
specific characteristics of Manawa in terms of industry, operations, profile, size
and capital structure
If the Scheme is approved and implemented, you will be provided with the Consideration for all
of your Scheme Shares, you will cease to be a Shareholder, Manawa Shares will cease to be
quoted on the NZX Main Board and Manawa will be delisted by NZX. As a result, you will no
longer be able to directly participate in the benefits (or be exposed to the risks) of Manawa’s
future financial performance or the future prospects of its ongoing business. However, as with
all investments in listed securities, there is no guarantee as to Manawa’s future performance.
Importantly, if the Scheme is implemented and you are not an Ineligible Overseas Shareholder
you will be provided with New Contact Shares as the Scrip Consideration. If you retain those
New Contact Shares you will continue to be indirectly exposed to the benefits (and be exposed
to the risks) associated with Manawa by way of an investment in the Merged Group. Certain
risks associated with an investment in New Contact Shares are set out in Section 9.
(g)The tax implications of the Scheme may not suit your current financial position
If the Scheme is approved and implemented, it may potentially result in adverse tax
implications for you, which may arise earlier than may otherwise have been the case. If you are
in doubt about the potential tax implications of the Scheme, you should seek advice from your
tax adviser.
(h)You may consider that the Scheme is subject to Conditions that you consider
unacceptable
All of the outstanding Conditions to the Scheme are summarised in Sections 6.2 and 12.2 of this
Scheme Booklet. If those Conditions are not satisfied or waived (to the extent capable of
waiver) by the End Date or another date agreed between Manawa and Contact, the Scheme will
not proceed (even if it has been approved by Shareholders) and you will not receive the
Consideration.
(i)You may consider that the Scheme is not in your best interests
For any, or a combination, of the reasons set out above in this Section 5.7 and/or for reasons
that are particular to you or your circumstances, you may believe that the Scheme is not in your
best interests.

Pg. 31
5.8Additional matters for you to consider
(a)Independent Adviser’s Report
The Independent Adviser has prepared a report for Shareholders on the merits of the Scheme.
The full Independent Adviser’s Report accompanies this Scheme Booklet. You are encouraged
to read that report carefully before making a decision in respect of the Scheme.
(b)You may sell your Manawa Shares on the NZX Main Board at any time prior to
suspension of Manawa Shares from trading
You may be able to sell your Manawa Shares on the NZX Main Board at any time prior to the
close of trading on the Trading Halt Date if you do not wish to hold them or participate in the
Scheme.
However, if you sell your Manawa Shares on the NZX Main Board the sale price may be less
than the implied value of the Consideration at any particular date, and you may incur brokerage
charges on the sale. If you are considering selling your Manawa Shares on the NZX Main
Board, you should seek your own professional advice to determine if your individual financial
or taxation circumstances may make it preferable for you to do so.
(c)The Scheme may be implemented even if you do not vote at the Scheme Meeting
or if you vote against the Scheme
Regardless of whether you vote for or against the Scheme, abstain or do not vote, the Scheme
will still be implemented if it is approved by Shareholders by the requisite majorities and by the
High Court, the other Conditions are satisfied or waived (to the extent capable of waiver), and
the Scheme Implementation Agreement is not terminated.
In addition, regardless of whether you vote for or against the Scheme, abstain or do not vote,
you may object to the Scheme by appearing and being heard at the Final Court Hearing,
provided you file a notice with the High Court. Further details on how to do this are set out in
Section 6.8.
If the Scheme is implemented and you hold Manawa Shares on the Scheme Record Date, those
Manawa Shares will be transferred to Contact and you will be provided with the Consideration
for those Manawa Shares on the Implementation Date.
(d)The Break Fee may be payable by Manawa in some circumstances
Manawa may be required to pay the Break Fee of $18,621,894 (including GST, if any) to Contact
in certain circumstances if the Scheme does not proceed. Those circumstances include where:
•any Director adversely changes, qualifies or withdraws, or makes any statement
inconsistent with, the recommendation of the Directors in this Scheme Booklet to vote in
favour of the Scheme, except as a result of one or more of the following:
(A)subject to the proviso below, the Independent Adviser issuing an Independent
Adviser’s Report which concludes that the Consideration is not within or above
the Independent Adviser’s valuation range for the Manawa Shares; or

Pg. 32
(B)Manawa receiving a Superior Proposal, subject to Manawa’s compliance with the
provisions in the Scheme Implementation Agreement regarding Contact’s
matching rights.
Notwithstanding (A), the Break Fee will be payable by Manawa if, prior to the issue of
the relevant Independent Adviser’s Report, a Competing Proposal is received by
Manawa or is made public and within 15 months after the date of receipt of the
Competing Proposal or the Competing Proposal being made public, the person making
the Competing Proposal (or certain controlled or associated persons of that person)
completes a Competing Proposal (whether or not the Competing Proposal that is
completed is the same as or different to that which was originally received or
announced);
•at any time before the Scheme Implementation Agreement is terminated (except for
termination due to a breach of the Scheme Implementation Agreement or a Contact
Prescribed Occurrence), a Competing Proposal is publicly announced and the person
making the Competing Proposal (or certain controlled or associated persons of that
person) completes a Competing Proposal (whether or not the Competing Proposal that is
completed is the same as or different to that which is originally announced) within
15 months after the date of such announcement;
•the Scheme Implementation Agreement is terminated by Contact due to a breach of the
Scheme Implementation Agreement by Manawa where the consequences of that breach
(other than in respect of a breach of certain fundamental Manawa warranties) are
material in the context of the Scheme taken as a whole;
•the Scheme Implementation Agreement is terminated by Contact due to a Manawa
Prescribed Occurrence;
•the Scheme Implementation Agreement is terminated by Contact if Manawa enters into
a definitive agreement to give effect to a Competing Proposal; or
•the Scheme Implementation Agreement is terminated by either Contact or Manawa
where Contact fails to match a Superior Proposal.
Manawa is not required to pay the Break Fee if the Scheme Resolution is not passed, provided
none of the above matters occurs or has occurred.
(e)The Reverse Break Fee may be payable by Contact in some circumstances
Contact may be required to pay the Reverse Break Fee of $18,621,894 (including GST, if any) to
Manawa in certain circumstances if the Scheme does not proceed. Those circumstances are
where the Scheme Implementation Agreement is terminated by Manawa due to a breach of the
Scheme Implementation Agreement by Contact where the consequences of that breach (other
than in respect of a breach of certain fundamental Contact warranties) are material in the
context of the Scheme taken as a whole or where the Scheme Implementation Agreement is
terminated by Manawa due to a Contact Prescribed Occurrence.

Pg. 33
(f)Manawa’s and Contact’s liability is limited
Other than liability for fraud (which is not subject to a limitation), Manawa’s liability to Contact
under the Scheme Implementation Agreement and the Scheme (whether under the Scheme
Implementation Agreement, at law (including negligence) under any statute or regulation, in
equity or otherwise) is limited to, and will not exceed an amount equal to the Break Fee
($18,621,894).
Other than liability for fraud (which is not subject to a limitation), Contact’s liability to Manawa
and Shareholders under the Scheme Implementation Agreement, the Deed Poll and the Scheme
(whether under the Scheme Implementation Agreement, at law (including negligence) under
any statute or regulation, in equity or otherwise) is limited to, and will not exceed an amount
equal to the Reverse Break Fee ($18,621,894).
The limitations of liability described above do not prevent Manawa or Contact from seeking
specific performance or other equitable relief.
(g)Dispute resolution is to be conducted through the New Zealand Courts
All disputes under the Scheme Implementation Agreement will be resolved through litigation in
the New Zealand Courts. You should be aware that:
•Litigation can be a time-consuming and costly process. If a dispute arises in respect of
the Scheme, the outcome of the High Court process will be uncertain.
•If Manawa asks the High Court to grant specific performance of the Scheme
Implementation Agreement,
23
Manawa must continue to comply with the Scheme
Implementation Agreement during the litigation process, including by operating within
the restrictions imposed by the Scheme Implementation Agreement as it was still in
force until the issue is determined by a Court.
•Any party may appeal a High Court decision to the Court of Appeal, and, with leave, to
the Supreme Court.
(h)Contact has agreed to appoint Deion Campbell as a director
Under the Scheme Implementation Agreement, Contact has agreed to appoint Deion Campbell,
who is a Director and chair of the Board of Manawa, as a director of Contact on the
Implementation Date, subject to Mr Campbell consenting to that appointment. This
appointment is for continuity and to support integration of the Manawa Group business and
assets into the Contact Group and growth of the Merged Group.
(i)If the Scheme is approved by the High Court, Manawa may enforce the Scheme
on your behalf
If the High Court grants the Final Orders, then Manawa may enforce the Scheme on your behalf
against Contact.
23
Specific performance is a discretionary remedy of the High Court under which it orders a contractual party to complete
performance of a contract, rather than pay damages for breach of contract. In general, a Court will only grant specific
performance if it considers that damages are not an appropriate remedy.

Pg. 34
5.9What happens if the Scheme is not approved?
If the Scheme is not approved by Shareholders (see Section 6.1(b)) or by the High Court, or if the other
Conditions are not satisfied or waived (to the extent capable of waiver), or if the Scheme
Implementation Agreement is terminated:
(a)you will not receive the Consideration;
(b)your Manawa Shares will not be transferred to Contact, and will be retained by you;
(c)Manawa will continue to operate as a standalone entity listed on, and with Manawa Shares
quoted on, the NZX Main Board;
(d)you will continue to be exposed to the benefits and risks associated with a direct investment in
Manawa and other general benefits and risks relating to any investment in a publicly listed
company;
(e)depending on the reasons why the Scheme does not proceed, Manawa may be required to pay to
Contact the Break Fee or Contact may be required to pay to Manawa the Reverse Break Fee;
and
(f)in the absence of a Superior Proposal, the price for Manawa Shares on the NZX Main Board is
likely to fall below the market price at the date of the Scheme Booklet.
Manawa is not required to pay the Break Fee if the Scheme Resolution is not passed, provided none of
the matters set out in Section 5.8(d) occurs or has occurred.

Pg. 35
6.FURTHER INFORMATION ABOUT THE SCHEME
6.1Key steps in the Scheme
The Scheme is to be implemented by way of a scheme of arrangement under Part 15 of the Companies
Act. The key steps in the process to implement the Scheme are summarised briefly below in this
Section 6.
(a)Initial Orders
Manawa has applied to the High Court for, and on 13 February 2025 was granted, the Initial
Orders. This was the first step in the Scheme process. The Initial Orders required Manawa to
convene the Scheme Meeting for Shareholders to consider, and vote on, the Scheme. A copy of
the Initial Orders is available at www.manawaenergy.co.nz. In addition, the Initial Orders were
released to NZX on 13 February 2025. You can access information released by Manawa to NZX
at www.nzx.com (under the NZX code: MNW).
The Scheme will only be implemented if:
•Shareholders approve the Scheme Resolution by the requisite majorities at the Scheme
Meeting (see Section 6.1(b));
•the High Court approves the Scheme and grants the Final Orders;
•the Conditions are satisfied or waived (to the extent capable of waiver); and
•the Scheme Implementation Agreement is not terminated in accordance with its terms.
(b)Shareholder approval requirements
What are the voting requirements?
In order for the Scheme Resolution to be approved at the Scheme Meeting, it requires:
•75% or more of the votes of Shareholders in each interest class who are entitled to vote
and who actually vote to be voted in favour of the Scheme Resolution; and
•more than 50% of the total number of Manawa Shares on issue to be voted in favour of the
Scheme Resolution.
Each of these voting thresholds must be met for the Scheme Resolution to be approved. If the
Scheme Resolution is approved by the requisite majorities of Shareholders at the Scheme
Meeting, then Manawa will apply to the High Court for orders approving the Scheme (being the
Final Orders).
What is an interest class?
Shareholders whose rights are so dissimilar that they cannot sensibly consult together about a
common interest will form a separate interest class for the purposes of voting on the Scheme
Resolution.
Manawa has one class of shares, all of which are fully paid up ordinary shares with identical
voting rights. At the date of the Scheme Booklet, all Shareholders are of the same interest class.
This is expected to remain the case at the time of the Scheme Meeting.

Pg. 36
Voting commitments
Manawa’s two largest Shareholders, Infratil and TECT, have entered into voting agreements
with Contact. Under the voting agreements, those entities, which hold in aggregate 77.9%
(respectively, 51.1% and 26.8%) of the Manawa Shares, have agreed, subject to certain
conditions, to vote in favour of the Scheme Resolution. As the shareholding entities associated
with Infratil and TECT will vote in the same interest class as other Shareholders, their votes will
satisfy both of the Shareholder approval thresholds set out above under “What are the voting
requirements” at the Scheme Meeting.
A summary of the voting agreements is set out in Section 10.7. The full terms of the voting
agreements are attached to substantial product holder notices issued by Contact on 11
September 2024, which are available from the NZX website (www.nzx.com) under the NZX
code: MNW.
Can Contact acquire Manawa Shares before the Scheme Meeting?
Under the Takeovers Code, a person, together with its associates, cannot increase its control of
voting rights in Manawa above 20% except by way of certain prescribed exceptions (for
example, takeover offers or with Shareholder approval). Contact’s control of voting rights of
Manawa, for Takeovers Code purposes, already exceeds 20% because of the voting agreements
referred to above (which provide Contact with control over 77.9% of the voting rights in
Manawa). Accordingly, prior to the Scheme Meeting, Contact could only acquire Manawa
Shares by way of one of the exceptions referred to in the previous sentence (which Manawa
considers to be very unlikely) or if the voting agreements were terminated.
If Contact or an associate of Contact were to acquire Manawa Shares before the Scheme
Meeting:
•those Manawa Shares would form a separate interest class for the purposes of voting on the
Scheme Resolution. In this situation, there would be two interest classes; Contact (or the
associate of Contact) in one interest class and all other Shareholders in the other interest
class;
•Contact would be required to enter into, or procure that its associate enters into, a deed
poll under which Contact (or the associate) agrees to vote the relevant Manawa Shares in
favour of the Scheme Resolution at the Scheme Meeting; and
•it could adversely affect the Takeovers Panel’s willingness to grant a no objection statement
in respect of the Scheme (see Section 6.1(c)).
(c)Takeovers Panel no objection statement
Under the Companies Act, Manawa may request a statement from the Takeovers Panel
indicating that the Takeovers Panel has no objection to the High Court making the Final Orders
to approve the Scheme. This is commonly referred to as a “no objection statement”.
If the Scheme Resolution is passed at the Scheme Meeting, Manawa will promptly apply for a
no objection statement from the Takeovers Panel. The Takeovers Panel does not typically issue
no objection statements until just before documents are filed for the Final Court Hearing in
respect of the Scheme.

Pg. 37
The Takeovers Panel has granted a preliminary statement (called a “letter of intention”),
indicating that, on the basis of the documents and information provided to it, it is minded to
issue a final no objection statement on or before the Final Orders Date.
Even when a no objection statement is granted by the Takeovers Panel, the High Court still has
the discretion to determine whether or not to approve the Scheme.
(d)Final Court Hearing
If Shareholders approve the Scheme Resolution at the Scheme Meeting (see Section 6.1(b)),
Manawa will apply to the High Court for the Final Orders.
The Final Orders, if granted by the High Court, will make the Scheme binding on Manawa, all
Shareholders (including Shareholders who did not vote for the Scheme) and Contact (subject to
the satisfaction or waiver (to the extent capable of waiver) of any of the Conditions which
continue to apply until the implementation of the Scheme).
In considering the application for the Final Orders, the High Court will consider, amongst other
matters, whether:
•there has been compliance with the relevant procedural rules, the relevant legislation
and the Initial Orders (including in relation to the Scheme Meeting);
•the Scheme has been fairly put to Shareholders, including whether the Scheme Booklet
puts the information reasonably necessary to enable each interest class of Shareholders
to consider and vote on the Scheme;
•Shareholders in each interest class are fairly represented by those Shareholders who vote
on the Scheme; and
•the Scheme is such that it might reasonably be approved by an intelligent and honest
business person acting in that person’s own interest. In considering this fourth limb, the
High Court will also consider whether the Scheme is generally fair and equitable.
Each Shareholder has the right to appear at the Final Court Hearing if the Shareholder has
taken the steps set out in Section 6.8.
The Scheme will be implemented in accordance with the Scheme Plan if the High Court
approves the Scheme, all other Conditions have been satisfied or waived (to the extent capable
of waiver), and the Scheme Implementation Agreement is not terminated.
(e)Scheme Record Date
If all of the Conditions to the Scheme are satisfied or waived (to the extent capable of waiver)
and you are a Shareholder recorded on the Share Register on the Scheme Record Date and the
Scheme Implementation Agreement has not been terminated, on the Implementation Date you
will be provided with the Consideration for all of the Manawa Shares you hold as at the Scheme
Record Date.
24
24
If you are an Ineligible Overseas Shareholder you will receive your Net Cash Proceeds after the Implementation Date. See
Section 6.4.

Pg. 38
(i)Dealings on or prior to the Scheme Record Date
Manawa must, before 5:00 pm on the Scheme Record Date, register registrable
transmission applications for Manawa Shares or registrable transfers of Manawa Shares
received, in either case, prior to the Trading Halt Date.
Manawa must not accept for registration, nor recognise for any purposes (except a
transfer to Contact pursuant to the Scheme Plan and any subsequent transfer by Contact
or its successors in title) any transfer of Manawa Shares or transmission application or
similar request in respect of Manawa Shares received after 5:00 pm on the Scheme
Record Date or received prior to that time but not in registrable or actionable forms.
Manawa intends to apply for Manawa Shares to be suspended from trading on the NZX
Main Board with effect from the close of trading on the Trading Halt Date (which, unless
otherwise agreed between Manawa and Contact, is the date two Business Days after the
Final Orders Date).
(ii)Dealings after the Scheme Record Date
You must not dispose of, or purport or agree to dispose of, any Manawa Shares or any
interest in them after 5:00 pm on the Trading Halt Date, except under the Scheme Plan.
For the purpose of determining entitlements to the Consideration, Manawa must
maintain the Share Register in its form as at 5.00pm the Scheme Record Date (other
than in respect of entries contemplated by the Scheme Plan) until the Consideration has
been provided to the Scheme Shareholders. The Share Register in this form will solely
determine entitlements to the Consideration.
After 5:00 pm on the Scheme Record Date, provided that the Scheme Implementation
Agreement is not terminated and the Scheme Plan does not become void, each entry of a
Shareholder on the Share Register will cease to have effect, except as evidence of
entitlement to the Consideration in respect of the Manawa Shares relating to that entry.
(f)Implementation Date
The Implementation Date is the day on which Scheme Shareholders will be provided with the
Consideration for their Scheme Shares.
25
The Implementation Date will be the date (before the
End Date) that is two Business Days after the Scheme Record Date (or such other date as
Manawa and Contact may agree).
By 5:00 pm on the Business Day before the Implementation Date, Contact must pay into a trust
account operated by Computershare the aggregate Cash Consideration payable to Scheme
Shareholders. The terms on which Computershare will receive and pay the aggregate Cash
Consideration will be set out in the Escrow Agreement to be entered into between
Computershare, Manawa and Contact (see Section 10.9).
25
If you are an Ineligible Overseas Shareholder you will receive your Net Cash Proceeds after the Implementation Date. See
Section 6.4.

Pg. 39
At implementation of the Scheme on the Implementation Date, which is currently expected to
occur on 11 July 2025, the Scheme Shares will be transferred to Contact without Scheme
Shareholders needing to take any further action.
Immediately after the Scheme Shares are transferred to Contact:
(i)Computershare will, on behalf of Contact, pay from the trust account the Cash
Consideration to Scheme Shareholders; and
(ii)Contact will issue the Scrip Consideration to the Scheme Shareholders (other than the
Ineligible Overseas Shareholders, see Section 6.4) and enter, or procure that MUFG
enters, the name of each Scheme Shareholder in Contact’s share register in respect of
those New Contact Shares.
See Section 6.3 for more details on payment of the Cash Consideration and if applicable, Net
Cash Proceeds to Scheme Shareholders.
(g)Deed Poll
On 11 September 2024, Contact executed the Deed Poll pursuant to which Contact has
undertaken in favour of each Scheme Shareholder to pay each Scheme Shareholder the Cash
Consideration and issue each Scheme Shareholder the Scrip Consideration to which they are
entitled under the Scheme, subject to the Scheme becoming Effective.
The maximum aggregate liability of Contact to Manawa and Shareholders for breaches of the
Deed Poll and the Scheme Implementation Agreement is capped at $18,621,894 (see Section
5.8(f)).
The Scheme Plan appoints Manawa as attorney of the Scheme Shareholders to enforce the Deed
Poll.
A copy of the Deed Poll is set out in Annexure B to this Scheme Booklet.
6.2Conditions
The Scheme is subject to certain Conditions being satisfied or waived (to the extent capable of waiver).
The outstanding Conditions at the date of this Scheme Booklet are:
(a) approval of the Scheme by the High Court;
(b) approval of the Scheme by Manawa’s Shareholders;
(c) no judgment, order, restraint or prohibition enforced or issued by any government agency is in
effect at 8:00 am on the Implementation Date that prohibits, prevents or materially restricts the
implementation of the Scheme;
(d) no Manawa Prescribed Occurrence occurring in respect of Manawa prior to 8:00 am on the
Implementation Date;
(e) no Contact Prescribed Occurrence occurring in respect of Contact prior to 8:00 am on the
Implementation Date;

Pg. 40
(f) no Manawa Material Adverse Change occurring, is announced or is discovered prior to 8:00 am
on the Implementation Date; and
(g) no Contact Material Adverse Change occurring, is announced or is discovered prior to 8:00 am on
the Implementation Date.
The Scheme Implementation Agreement also includes a Condition to protect Shareholders and which
applies up until the Scheme Meeting. That Condition requires the Independent Adviser's Report to
conclude prior to the Scheme Meeting that the Consideration is within or above the Independent
Adviser's valuation range for the Manawa Shares. The Independent Adviser's Report which
accompanies this Scheme Booklet, satisfies this Condition. The Independent Adviser can update the
Independent Adviser’s Report before the Scheme Meeting in which case the Condition would not be
satisfied if, after the update, the Consideration is below the Independent Adviser’s valuation range for
the Manawa Shares.
See Sections 12.2 and 12.3 for further information about the Conditions.
The High Court has the power to make such other conditions (i.e., in addition to the Conditions) to the
Scheme as it sees fit.
Manawa has no reason to believe that any of the Conditions will not be satisfied by the End Date
(where applicable) to allow completion of the Scheme as contemplated in this Scheme Booklet.
The Scheme was conditional on a clearance being given, or an authorisation granted, by the New
Zealand Commerce Commission to Contact under the Commerce Act 1986 for implementation of the
Scheme on terms or conditions acceptable to Contact, acting reasonably. That condition was satisfied
on 6 May 2025.
6.3Payment of Cash Consideration and Net Cash Proceeds
If the Scheme is implemented, you will be paid the Cash Consideration for your Scheme Shares on the
Implementation Date, which is currently expected to be 11 July 2025 and, if you are an Ineligible
Overseas Shareholder, you will also be paid the Net Cash Proceeds as soon as reasonably practicable
after the Implementation Date (see Section 6.4).
(a)New Zealand dollar payments
Except as contemplated by Section 6.3(b), the Cash Consideration and, if applicable, Net Cash
Proceeds will be paid by electronic funds transfer of New Zealand dollars into the New Zealand
bank account you have previously provided to Computershare. If:
•you wish to change your bank account details; or
•you have not otherwise provided your New Zealand bank account details and you wish to
be paid in New Zealand dollars,
please advise Computershare of your bank account details before the Scheme Record Date.
If you wish to be paid the Cash Consideration and, if applicable, Net Cash
Proceeds for your Scheme Shares in New Zealand dollars and you have already
provided Computershare with your New Zealand bank account details, you do not
need to provide your details to Computershare. Otherwise, please provide your

Pg. 41
New Zealand bank account details to Computershare as soon as possible and, in
any event, before the Scheme Record Date.
(b)Payments in currencies other than New Zealand dollars
If you would like the Cash Consideration and, if applicable, the Net Cash Proceeds paid in a
currency other than New Zealand dollars, you must contact Computershare as soon as possible
to arrange for a foreign currency payment through Hyperwallet Systems Inc. (a company
incorporated under the federal laws of Canada) (“Hyperwallet”). To receive a foreign
currency payment through Hyperwallet, you must be registered with Hyperwallet before the
Scheme Record Date.
If, before the Scheme Record Date, you have registered with Hyperwallet and have arranged
with Computershare for your Cash Consideration and, if applicable, the Net Cash Proceeds to
be paid in a currency other than New Zealand dollars, then on the relevant payment date(s),
Computershare will transfer the New Zealand dollar amount payable to you to Hyperwallet and
instruct Hyperwallet to pay such amount, less applicable costs and fees, to you in the currency
that you have nominated to Hyperwallet.
Section 6.3(c) sets out risks associated with payments in currencies other than
New Zealand dollars.
(c)Foreign currency payments are at your risk
Any currency conversion from New Zealand dollars into a different currency, and
any request that Hyperwallet pay you the Cash Consideration and, if applicable,
the Net Cash Proceeds in that different currency, is solely at your risk.
By registering with Hyperwallet you will be agreeing to Hyperwallet’s terms and conditions. If
you request that Hyperwallet pay you the Cash Consideration and, if applicable, the Net Cash
Proceeds then any such payment will be subject to those terms and conditions, including in
respect of the payment of costs and fees to Hyperwallet. You should understand those costs and
fees before you request that Hyperwallet make payment in a currency other than New Zealand
dollars. Manawa and Contact do not have any contractual relationship with Hyperwallet and do
not have any obligation to ensure that Hyperwallet makes any payment to you.
Manawa, Contact, Computershare and the Sale Agent will not be responsible for, or have any
liability in connection with, any currency conversion or any fees or other costs that you are
required to pay, or which are deducted from the Cash Consideration and, if applicable, Net Cash
Proceeds payable to you, in connection with facilitating the payment of the Cash Consideration
and, if applicable, Net Cash Proceeds to you in a currency other than New Zealand dollars.
(d)What happens if you do not provide sufficient payment information?
If you have not provided the bank account or payment information and/or taken the steps
contemplated by Sections 6.3(a) to 6.3(b), Computershare will retain the Cash Consideration
and, if applicable, Net Cash Proceeds owed to you in a trust account for 24 months after the
Implementation Date.
If Computershare retains your Cash Consideration and, if applicable, Net Cash Proceeds, you
may, before the expiry of that 24 month period, claim your Cash Consideration and, if

Pg. 42
applicable, Net Cash Proceeds by written request to Computershare. In connection with this
request, you must provide the bank account or payment information, or take the steps,
contemplated by Sections 6.3(a) to 6.3(b).
If you have not claimed your Cash Consideration and, if applicable, Net Cash Proceeds in
accordance with the above paragraph by the expiry of the 24 month period, Computershare will
pay your Cash Consideration and, if applicable, Net Cash Proceeds (and all other remaining,
unclaimed Cash Consideration and Net Cash Proceeds) to Manawa. You retain the right to
make a claim as an unsecured creditor against Manawa for your unclaimed Cash Consideration
and, if applicable, unclaimed Net Cash Proceeds after expiry of the 24 month period.
(e)How to contact Computershare to provide bank account details or payment
information
Computershare’s contact details are set out in the Directory.
6.4Ineligible Overseas Shareholders
Ineligible Overseas Shareholders are Shareholders whose address shown in the Share Register at the
Record Date is in a place outside of New Zealand, Australia and any other jurisdiction as may be
agreed between Contact and Manawa, provided that a Scheme Shareholder holding Scheme Shares on
behalf of another person shall be treated as an Ineligible Overseas Shareholder but only in respect of
Scheme Shares held for persons outside New Zealand, Australia and any other jurisdiction that may be
agreed between Contact and Manawa.
Shareholders who are Ineligible Overseas Shareholders will not receive New Contact Shares. Instead,
the New Contact Shares that would otherwise have been issued to the Ineligible Overseas Shareholders
will be issued to the Sale Agent on the Implementation Date.
Shareholders who are not otherwise Ineligible Overseas Shareholders but who are holding Scheme
Shares for persons outside New Zealand, Australia or any other jurisdiction that may be agreed
between Contact and Manawa must notify Computershare of the details of all such Scheme Shares held
for such persons.
Contact will procure that, as soon as reasonably practicable after the Implementation Date, the Sale
Agent sells or procures the sale of all the New Contact Shares issued to the Sale Agent and remits the
proceeds of the sale (less any applicable withholdings or deductions required by law) to
Computershare to hold on trust for Ineligible Overseas Shareholders (the “Sale Facility”).
Computershare will then pay to the Ineligible Overseas Shareholders their pro rata proportion of the
net proceeds of the Sale Facility (for each Ineligible Overseas Shareholder, the “Net Cash
Proceeds”).
None of Contact, Manawa or the Sale Agent gives any assurance as to the price that will be achieved for
the sale of the New Contact Shares or the amount of Net Cash Proceeds to be received by Ineligible
Overseas Shareholders. The Net Cash Proceeds received by the Ineligible Overseas Shareholders will
depend on the price at which New Contact Shares can be sold by the Sale Agent at the relevant time
and the amount of any applicable withholdings or deductions required by law in connection with the
sales under the Sale Facility. Accordingly, the cash amount received by the Ineligible Overseas
Shareholder may be different (either more or less) than the value of the New Contact Shares they
would have received if they were not an Ineligible Overseas Shareholder.

Pg. 43
Interest will not be paid on any Net Cash Proceeds. The payment of the Net Cash Proceeds will be in
full satisfaction of the rights of Ineligible Overseas Shareholders to receive the Scrip Consideration.
6.5No Encumbrances
The Scheme Plan provides that each Scheme Shareholder warrants to Contact on the Implementation
Date that all their Scheme Shares (including all rights and entitlements attaching to those Manawa
Shares) which are transferred under the Scheme Plan will, at the time of transfer, be fully paid and free
from Encumbrances and restrictions on transfer of any kind and that they have full power and capacity
to transfer their Scheme Shares to Contact together with any rights and entitlements attaching to those
Scheme Shares.
The proposed form of Scheme Plan is attached as Annexure A. Manawa and Contact may agree to
amend the form of the Scheme Plan prior to the High Court granting the Final Orders.
6.6Dividends
The Consideration has been adjusted for Gross Dividends authorised, respectively, by Manawa and
Contact after the date of the Scheme Implementation Agreement and prior to the date of this Scheme
Booklet. If the Implementation Date is delayed beyond 11 July 2025, Manawa and Contact reserve the
ability to authorise further Gross Dividends. If, after the date of this Scheme Booklet and before the
Implementation Date, any further Gross Dividends are authorised by Manawa or Contact which
require adjustments to the Consideration, Manawa will promptly update Shareholders by way of an
announcement to NZX. For further information, see Section 5.4.
6.7Cessation of quotation of Manawa Shares
Manawa intends to apply for termination of the quotation of Manawa Shares on the NZX Main Board
from close of trading on the Implementation Date.
6.8Shareholder objection rights
If you do not support the Scheme, you can vote against the Scheme Resolution at the Scheme Meeting
(see Section 6.1(b)).
In addition, if you are a Shareholder, regardless of whether you vote for or against the Scheme, abstain
or do not vote, you may object to the Scheme by appearing and being heard at the application for Final
Orders, which is currently expected to occur at 10:00 am on 3 July 2025 at the High Court at
Auckland. The High Court proceeding number is CIV-2024-404-3156.
To do so, you must file with the High Court at Auckland (24 Waterloo Quadrant, Auckland) a notice of
appearance or a notice of opposition (in either case containing an address for service), and any
affidavits or memoranda of submissions on which you intend to rely, by the final date for objections (as
described below). Your notice of appearance or notice of opposition should contain an address for
service. You must serve a copy of your notice of appearance or notice of opposition on Manawa at c/-
Harmos Horton Lusk Limited, Level 33, Vero Centre, 48 Shortland Street, Auckland 1010 or email
nathanael.starrenburg@hhl.co.nz. If you do this, Manawa will serve you, at your address for service, a
copy of all documents filed in support of the application for Final Orders by 5:00 pm on the date that is
three Business Days before the Final Court Hearing.
The final date for objections is 27 June 2025 (or any later date announced by Manawa on the NZX).

Pg. 44
Any other person claiming to have a proper interest in the Scheme, who wishes to appear and be heard
on the application for Final Orders, must file an application with the High Court at Auckland (24
Waterloo Quadrant, Auckland) for leave to be heard and a notice of opposition (either or both
containing an address for service), and any affidavits or memoranda of submissions on which such
person intends to rely, by the final date for objections (see above). You must serve a copy on Manawa
at c/- Harmos Horton Lusk Limited, Level 33, Vero Centre, 48 Shortland Street, Auckland 1010 or
email nathanael.starrenburg@hhl.co.nz. Manawa will then serve upon any such person, at their
address for service, a copy of the affidavits in support of the application for Final Orders by 5:00 pm on
the date that is three Business Days before the Final Court Hearing.
If the application for Scheme approval is opposed, the High Court will hear from the relevant parties
and consider their objections at the Final Court Hearing.
You may only appear and be heard at the Final Court Hearing if you are:
(a) a Shareholder who files a notice of appearance or a notice of opposition to the application for Final
Orders within the required timeframes (set out above); or
(b) any other person who claims to have a proper interest in the Scheme who files an application for
leave to be heard and a notice of opposition to the application for Final Orders within the required
timeframes (set out above), and who is subsequently granted leave to appear and be heard at the
Final Court Hearing.
In addition, the Takeovers Panel may consider an objection by a Shareholder or other interested party
to the Scheme when determining whether to provide its no objection statement (see Section 6.1(c)).
Written objections can be submitted directly to the Takeovers Panel (whether or not a no objection
statement is granted) by email to takeovers.panel@takeovers.govt.nz. The Takeovers Panel is also
entitled to appear and be heard at the Final Court Hearing of the application for Final Orders.
There are no other dissent or buy-out rights for Shareholders who do not support the Scheme.
If you do not want to participate in the Scheme, you are free to sell your Manawa Shares at any time
before close of trading on the NZX Main Board on the Trading Halt Date (see Section 5.8(b)). Manawa
intends to apply to the NZX for trading in Manawa Shares to be suspended on the NZX Main Board
from the close of trading on the Trading Halt Date, being the date that is two Business Days after the
Final Orders Date. You will not be able to sell your Manawa Shares on market after this time (see also
the restrictions on transfer of Manawa Shares described in Section 6.1(e)).
You should note that if you choose to sell your Manawa Shares before the Trading Halt Date, the price
you receive may differ from the implied value of the Consideration under the Scheme at any particular
date, and you may incur brokerage charges on the sale. You should seek your own professional advice
to determine if your individual financial or taxation circumstances would be better served by selling
your Manawa Shares before the Trading Halt Date.

Pg. 45
7.INFORMATION ABOUT CONTACT
7.1Responsibility statement
This Section 7 forms part of the Contact Information. Contact has prepared, and is solely responsible
for, the information contained in this Section 7. Manawa, members of the Manawa Group and their
directors, employees and advisers do not assume any responsibility for the accuracy or completeness of
this Section 7.
7.2Overview of Contact
(a)Overview
Contact is an electricity generator, wholesaler and retailer headquartered in Wellington, New
Zealand, with business operations nationwide. Its shares have been traded publicly on the NZX
Main Board since 1999 and on the ASX since 2015. As at 31 December 2024, Contact had 1,257
employees.
Contact generates electricity at seven geothermal power stations in the central North Island, a
large-scale hydroelectric scheme in the lower South Island comprising two power stations, two
thermal peaking stations (one gas and one diesel) and one baseload gas plant (Taranaki
Combined Cycle). In FY24, Contact’s 12 power stations generated 8.6 TWh or ~21% of New
Zealand’s electricity. This generation was 81% from renewable sources (93% in FY23).
Contact is an active participant in the wholesale electricity market where it sells all the
electricity it generates, buys all the electricity it needs for its sales channels, and trades a range
of financial risk management products. Contact sells electricity to households across New
Zealand as well as to commercial and industrial customers.
In addition to electricity, Contact’s retail business sells natural gas and provides broadband and
mobile services. As at 30 June 2024, Contact’s retail business had around 621,000 customer
connections across electricity, gas, broadband and mobile.
Through Simply Energy (part of the Contact Group) Contact provides innovative solutions for
flexible demand management to commercial and industrial customers. Contact’s subsidiary,
Western Energy, provides specialised geothermal well services to customers in New Zealand
and internationally.

Pg. 46
Contact’s operations
26
Contact’s generation (FY24 by station and type)
27
,
28

Contact’s generation output sold to the national grid (GWh, FY20 – FY24)
26
Contact also has offices at a number of its generation sites. These are not illustrated on the map.
27
Capacity shown is the maximum rated capacity (MCR or nameplate capacity) for each plant, which may differ from the actual
operational capacity in a range of circumstances. For example, typical operational capacity may be lower in order to manage
operational risk or where there are constraints on fluid (geothermal or hydro). A notable example of this is TCC which has been
operationally constrained to 310MW.
28
Tauhara came online May 2024.

Pg. 47
Contact’s retail connections (000s, FY20 – FY24)
29
(b)Contact26 strategy
Contact adopted the Contact26 strategy in 2021, centred on Contact’s vision to be a leader in
the decarbonisation of New Zealand. The strategy comprises four strategic pillars as illustrated
below.
29
Retail connections only and excludes Simply Energy (C&I) connections.

Pg. 48
(c)Growing demand
Contact is focused on the highest value sources of new demand for electricity spanning five key
areas: large scale data centres, process heat, road transport, major industrial users and green
chemicals.
In May 2024, Contact reached a key milestone when it entered a new long-term supply
agreement with the New Zealand Aluminium Smelter (“NZAS”). The agreement, executed at
the same time as long-term agreements between NZAS and Meridian and Mercury, has a
minimum term of ten years and a maximum term ending 31 December 2044. It provides
improved market certainty, supporting investment in renewable electricity. Under another
agreement also executed, Contact was provided with a contractual mechanism to temporarily
reduce its electricity supply to NZAS (demand response) by up to 46MW, with this mechanism
activated at maximum capacity in July 2024.
Contact works closely with customers as they move to renewable and flexible electricity use.
Simply Energy has been key to Contact’s progress, working with commercial and industrial
customers to implement flexible demand management solutions. For example, in FY23 Contact
entered a 30MW off-peak supply contract to support NZ Steel’s installation of an electric arc
furnace (expected online in early 2026). Flexible demand contracted as at 30 June 2024 was
173MW, including 55MW that was already in-market as at 30 June 2024 and the further 46MW
of NZAS demand response that became operational soon after in July 2024.
(d)Growing renewable development
Contact is nearing completion on its first phase of renewable development under Contact26, the
$1.2 billion investment in two new geothermal power stations in Taupo. The new Tauhara
geothermal power station came online in May 2024 and the new Te Huka 3 geothermal station
came online in December 2024, with final commissioning activities at Te Huka 3 continuing. At
full capacity, these new plants are expected to generate 1.9TWh per annum of baseload
renewable electricity.
Contact’s next planned geothermal development is the replacement of its 1950’s-built Wairakei
A&B geothermal power station. Contact is planning a phased approach to this investment,
starting with a binary plant of around 100MW, Te Mihi Stage 2, targeted to come online in mid-
2027. Most of the units at Wairakei A&B will be decommissioned when Te Mihi Stage 2 is
online.
Construction started in 2024 on Contact’s first grid-scale battery at Glenbrook, a 100MW
(200MWh duration) battery system supplied by Tesla and expected to be operational in Q1
2026. Through its 50/50 joint venture with Lightsource bp, Contact also started construction in
2024 on the 168MWp Kōwhai Park solar farm at Christchurch Airport, expected online in Q2
2026. Contact’s development pipeline includes ~6TWh of wind and solar options and
additional options for North Island grid-scale batteries.
(e)Decarbonising the portfolio
In early 2023, Contact took the step of committing to net zero emissions from its electricity
generation by 2035 i.e. net zero for Scope 1 and 2 emissions. Contact plans to achieve this
through the closure of baseload gas generation, investment in new renewable generation and

Pg. 49
storage (e.g. grid-scale batteries), capturing or reinjecting carbon from geothermal generation,
investment in forestry and other initiatives.
Since it made this commitment, Contact has closed its Te Rapa gas-fired co-generation plant,
made carbon capture and reinjection fully operational at the Te Huka 1 and 2 geothermal
plants, installed carbon capture and reinjection technology during construction of the new Te
Huka 3 geothermal plant, and begun construction on its first grid-scale battery at Glenbrook.
Contact had been planning to close its remaining baseload gas generation plant, TCC or
Taranaki Combined Cycle, at the end of 2024. The plant will now remain available to be
recalled over 2025, subject to a number of operational conditions and gas supply arrangements.
Contact expects to take a final investment decision in 2025 for the capture of CO2 at the Ohaaki
geothermal site and its conversion into food grade CO2 to supply New Zealand’s food and
beverage industry.
(f)Creating outstanding customer experiences
Since adopting Contact26, Contact has advanced its digital services and data capability,
transforming its cost to serve and pricing capability. Of note, 80 percent of all service
interactions now take place over digital platforms compared to 35 percent three years ago.
Contact has also grown its mass market customer base and connections, particularly through
adjacencies with total customers up more than 30,000 and growth in broadband and the
introduction of mobile leading to an increase in telecommunication connections of nearly 115%
in the 3 years to June 2024.
Contact’s customer proposition is to help to lead New Zealand homes to a better energy future.
Over 120,000 household connections are now on Contact’s Good Plans, which offer free or
discounted electricity during off peak hours. In FY24, Contact started a staged roll out of Hot
Water Sorter – a programme to switch off hot water cylinders during peak periods. Decreasing
energy demand during peak hours can help reduce reliance on non-renewable energy generated
by fossil fuels.
Contact works to support New Zealanders’ energy wellbeing with a range of options available.
Contact offers tailored wellbeing initiatives and in FY24 provided over $2 million of financial
support to customers facing energy hardship.

Pg. 50
7.3Board of Directors
Contact’s board is responsible for overseeing governance, strategic direction and performance.
Contact’s directors bring a breadth of knowledge and experience to the board.
Full profiles of Contact’s directors can be found on Contact’s website here.
7.4Management
Contact’s leadership team implements the strategy approved by the Board, managing the day-to-day
operations, people and resources.
Full profiles of Contact’s leadership team can be found on Contact’s website here.

Pg. 51
Carolyn Luey has been appointed to the role of Chief Retail Officer and will join Contact in July 2025.
7.5Capital structure
(a)Market capitalisation
As at 30 April 2025, Contact had a market capitalisation of approximately $7.1 billion (based on
a closing price on the NZX Main Board of $8.86 per Contact Share and an issued capital of
802,811,914 Contact Shares).
(b)Equity shares on issue
As at 30 April 2025, Contact had the following equity securities on issue:
Type of securityNumber on issue
Fully paid ordinary shares802,811,914
Performance Share Rights
*
1,207,793
Deferred Share Rights
*
774,620
*
Contact provides an equity award to certain eligible employees made up of performance share rights
(“PSRs”) and deferred share rights (“DSRs”). If performance hurdles are met, or there is a company
change in control, the awards may vest and become exercisable. On exercise, PSRs and DSRs convert
to ordinary shares at no cost to the employee. There are no holding/retention periods or ownership
requirements for employees who exercise equity rights. The awards lapse if the performance hurdles
are not met or if an employee voluntarily leaves Contact. The awards continue on redundancy or
retirement, but the entitlements are adjusted. In exceptional circumstances, the Contact board has
discretion to continue or vest the awards if an employee leaves Contact. PSRs had a weighted average
remaining life of 1 year and 9 months and DSRs had 1 year and 3 months.
(c)Debt
As at 30 April 2025, total borrowings of the consolidated Contact group of companies
(comprising Contact and each of its subsidiaries) were $2,054 million.
30
Further borrowings
are to be incurred by the Contact Group in connection with the implementation of the Scheme.
See Section 7.6 below (Financing of the Scheme) for further information.
7.6Financing of the Scheme
Contact will fund the Scheme via a mixture of cash and Contact Shares (i.e., the New Contact Shares to
be issued as Scrip Consideration). As Consideration, eligible Manawa Shareholders are expected to
receive 0.5830
31
New Contact Shares for each Manawa Share held on the Scheme Record Date
30
Comprising outstanding amounts under commercial paper, drawn bank facilities, lease obligations, United States Private
Placement notes, export credit agency facility, capital bonds, retail bonds and Australian Medium Term Notes. It excludes
deferred financing costs, fair value adjustments on hedged borrowings and other liabilities of the Contact Group.
31
Based on the five-day VWAP for Contact Shares on the NZX Main Board immediately prior to 11 September 2024, adjusting
for dividends authorised by Contact between Scheme signing on 11 September 2024 and 30 April 2025. During that period,
Contact has authorised a FY25 interim dividend of $0.16 per Contact Share. See Sections 5.3, 5.4 and 5.6(a).

Pg. 52
(equivalent to $5.25 per Manawa Share or $1,643 million
32
); plus Cash Consideration of $1.12 per
Manawa share (equivalent to $351 million)
33
.
Final Cash Consideration and the number of New Contact Shares issued to Manawa Shareholders are
subject to further adjustments for any Gross Dividends authorised by Contact and Manawa between 30
April 2025 and before the Implementation Date. Assuming that the Implementation Date is 11 July
2025, Manawa and Contact do not intend to authorise any further Gross Dividends prior to the
Implementation Date. However, if the Implementation Date is delayed beyond that date, Manawa and
Contact reserve the ability to authorise further Gross Dividends. If, after the date of this Scheme
Booklet and before the Implementation Date, any further Gross Dividends are authorised by Manawa
or Contact which require adjustments to the Consideration, Manawa will promptly update
Shareholders by way of an announcement via NZX. See Section 5.4.
The Cash Consideration and repayment of outstanding Manawa bank debt and bonds will initially be
funded via existing and new committed Contact bank debt facilities.
Estimated sources and uses
*
Sources$M
Issuance of New Contact Shares1,643
New committed debt facilities900
Existing debt facilities16
Total sources2,559
Uses$M
New Contact Shares as Scrip Consideration1,643
Cash Consideration351
Cancellation and repayment of Manawa bank debt and bonds486**
Contact transaction costs35
Integration costs44
Total uses2,559
32
$5.25 per share based on the five-day VWAP for Contact Shares on the NZX Main Board up to and including 30 April 2025 of
$9.00 per Contact Share multiplied by 0.5830.
33
Being $1.16 per Manawa Share, adjusted for Gross Dividends announced by Manawa between the signing of the Scheme
Implementation Agreement on 11 September 2024 and 30 April 2025. During that period Manawa has authorised a FY25
interim dividend of $0.04 per Manawa Share. See Sections 5.3, 5.4 and 5.6(a).

Pg. 53
Notes: Sources and uses shown are rounded to the nearest $1 million.
*
Assumes Manawa shareholders receive 0.5830 Contact shares and cash consideration of $1.12 per
Manawa share. Scrip Consideration is based on the five-day VWAP for Contact Shares on the NZX
Main Board up to and including 30 April 2025 of $9.00 per Contact Share.
**
Represents Manawa net debt as at 30 April 2025 which has been calculated using bond repayment
values (greater of face value and market value). Actual Manawa net debt at Scheme implementation
will be subject to Manawa financial performance and Scheme implementation timing. Manawa net
debt excludes King Country Energy net debt, as that debt will not be cancelled and repaid at
implementation of the Scheme.
7.7Dividend policy
Contact’s dividend policy is to pay dividends of 80-100% of average operating free cash flow of the
preceding four years. As the historic measure will not capture the operating free cash flow contribution
from Manawa within the history, the Contact board will apply discretion in the first few years post-
acquisition of Manawa, if the measure is temporarily above 100%, so that it is not constrained in
delivering the expected dividend per share (“DPS”) uplift.
By way of comparison, the stated dividend policy of Manawa is, providing the Manawa Board is
satisfied in respect of certain matters set out in that dividend policy, that it is expected that Manawa
will have a dividend payout ratio of between 70% and 90% of its free cash flow on average over time.
Free Cash Flow is defined by Manawa in this context to mean EBITDAF less interest, tax and
maintenance capex, plus adjustments for non 100% owned entities.
The Merged Group is expected to provide greater stability of cash flow supporting a higher DPS profile,
with the Contact dividend expected to be 1cps higher in FY26 and 2 to 3cps higher in FY27 compared
to Contact standalone. Contact’s historic and expected DPS are illustrated below.

All dividend decisions are a matter for the Contact Board. These align to the dividend policy and are dependent
on business performance and market conditions when each payment decision is made.

Pg. 54
Contact dividends are typically declared in conjunction with the release of Contact’s interim and full
year results. All future dividend decisions are a matter for the Contact board at that time and are
dependent on business performance and market conditions when each payment decision is made.
7.8Terms of Contact Shares, including summary of key parts of constitution
The rights and liabilities attaching to the New Contact Shares which will be issued to Shareholders
(other than Ineligible Overseas Shareholders) as Scrip Consideration will be the same as those
attaching to existing Contact Shares on issue and will rank equally with all issued fully paid ordinary
shares of Contact from the date of their issue. These rights and liabilities are detailed in Contact’s
constitution and are subject to the Companies Act and the NZX Listing Rules. It is a term of the offer of
New Contact Shares as Scrip Consideration that Contact will take any necessary steps to ensure that
the New Contact Shares, immediately after being issued, will be quoted on the NZX Main Board and
ASX.
Because each of Manawa and Contact are listed on the NZX and are required to have a constitution
that complies with the requirements in the NZX Listing Rules, the rights and liabilities attaching to the
ordinary shares of each are similar as regards to the relevant issuer and other shareholders of that
issuer.
The table below summarises some of the key provisions in Contact’s constitution in relation to the
rights and liabilities attaching to Contact Shares. This summary does not purport to be exhaustive and
must be read subject to the full text of Contact’s constitution, the Companies Act and the NZX Listing
Rules.
A copy of Contact’s constitution is available on the New Zealand Companies Register or Contact’s
website at www.contact.co.nz/investor-centre/governance.
ItemDescription
Meetings of
shareholders
Each Contact shareholder is entitled to receive notice of, attend and vote at, meetings of
Contact shareholders in accordance with the NZX Listing Rules. Each Contact
shareholder is also entitled to receive all notices, accounts and other documents required
to be sent to Contact shareholders under Contact’s constitution, the Companies Act and
the NZX Listing Rules.
This is similar to the rights that Manawa shareholders have in respect of meetings of
Manawa shareholders.
Participation and
voting at
shareholder
meetings
Each Contact shareholder has the right to be present at a meeting of shareholders in
person or by proxy, through a representative (in the case of a corporate shareholder), or
by an attorney or other person who may lawfully act on behalf of the shareholder. The
Contact board may permit participation by means of audio, audio and visual or
electronic communication.
Voting at a meeting of Contact shareholders may be by show of hands, by voice or by
poll, or Contact may permit voting by electronic means.

Pg. 55
Each fully paid Contact Share confers on the holder one vote on a poll at a meeting of
shareholders on any resolution. The NZX Listing Rules impose certain restrictions on
voting that may apply.
This is similar to the rights that Manawa shareholders have in respect of voting at
meetings of Manawa shareholders.
DirectorsThe minimum number of directors (other than alternate directors) is three. The
maximum number of directors is eight. The minimum (to not less than three) and/or the
maximum number of directors may be changed by ordinary resolution of Shareholders.
At least two directors must be ordinarily resident in New Zealand. The minimum
number of independent directors of Contact shall be two.
Subject to the NZX Listing Rules:
•any natural person who is not disqualified under the Companies Act may be
appointed as a director by an ordinary resolution of financial product holders; and
•the board may appoint any person who is not disqualified under the Companies Act
to be a director to fill a casual vacancy or as an addition to the existing directors,
but subject to the maximum number of directors. Any director so appointed may
hold office only until the next annual meeting, and is then eligible for election at
that meeting.
This is similar to the equivalent director requirements that apply to Manawa, provided
that the maximum number of directors on the Manawa Board is seven and provided
further that the Manawa constitution permits a Shareholder who beneficially owns not
less than 25 percent of the Manawa Shares to appoint one Director in certain
circumstances.
DividendsThe Contact board may from time to time resolve to pay dividends to Contact
shareholders and fix the amount of dividend.
Each Contact Share confers on the holder the right to an equal share in any dividend
authorised by the Contact board.
This is similar to the rights that Manawa shareholders have in respect of Manawa
dividends.
Issue of further
Contact shares
The Contact board may issue further Contact Shares or other equity securities to any
person and in any number it thinks fit provided that:
•the issue does not contravene any provision of Contact’s constitution; and
•while Contact is listed on the NZX, the issue is made in compliance with the NZX
Listing Rules.
Contact Shares which are newly issued may (amongst other things) rank equally with, or
in priority to, existing Contact Shares, and/or have deferred, preferred or other special
rights or restrictions, whether as to voting rights or distributions or otherwise.
The Manawa Board has a similar right under the Manawa constitution to issue further
Manawa ordinary shares.

Pg. 56
Minimum holdingsContact may sell Contact Shares of less than a “minimum holding” (as defined in the
NZX Listing Rules, and being broadly speaking, a parcel with a value of less than $1,000
based on the “Average Market Price” of Contact shares as calculated under the NZX
Listing Rules) in accordance with the procedure described in Contact’s constitution. In
summary, that procedure requires that Contact give at least three months’ notice to
Contact Shareholders with less than a minimum holding of its intention to sell their
Contact Shares. If, after the notice period has elapsed, a relevant Contact Shareholder
continues to hold less than a minimum holding, Contact may arrange for the sale of their
Contact Shares and remit the proceeds of sale to them (less any reasonable sale expenses
and any unpaid calls or other amounts owing to Contact in respect of the Contact
Shares). See also Section 9.3(b).
The Manawa constitution also prescribes a process by which Manawa may sell Manawa
Shares of less than a “minimum holding”. Because part of the Consideration under the
Scheme is payable in cash, a Manawa Shareholder who holds more than a “minimum
holding” of Manawa Shares who becomes a new Contact Shareholder under the Scheme
may not hold at least a “minimum holding” in Contact (in which case Contact may, as
outlined above and in Section 9.3(b), arrange for the sale of such shares in accordance
with Contact’s constitution and the NZX Listing Rules).
7.9Contact financial statements
A summary of selected financial information for the most recently completed five financial years is set
out in the table below.
For the year ended 30 JuneUnit20202021202220232024
Revenue$m2,0732,5732,3872,1182,863
Operating expenses$m1,6272,0201,8201,6132,188
EBITDAF
34

$m446553546460675
Profit/(loss)$m125187182127235
Profit per share – basiccps17.525.323.416.329.9
Operating free cash flow$m290371330282470
Operating free cash flow per
share
cps40.450.242.436.059.8
Dividends declaredcps3935353537
34
EBITDAF is a non-GAAP (generally accepted accounting practice) measure. Information regarding the usefulness, calculation
and reconciliation of this measure is provided within note A2 to Contact’s financial statements for the year ended 30 June 2024.

Pg. 57
Dividends paid$m280274272273275
Total assets$m4,8965,0285,1665,8086,208
Total liabilities$m2,2752,1012,3263,0043,589
Total equity$m2,6212,9272,8402,8042,619
Gearing ratio
35

%3123283642
The full financial statements in respect of the year ended 30 June 2024 of the group made up of
Contact, its subsidiaries and its interests in associates and joint arrangements, including the more
recent half-year financial statements for the period ending 31 December 2024, are available from
Contact’s website at https://contact.co.nz/investor-centre/reports-and-results/annual-and-half-year.
Other historical financial statements of the group made up of Contact, its subsidiaries and its interests
in associates and joint arrangements are available from Contact’s website at
https://contact.co.nz/investor-centre/reports-and-results/annual-and-half-year.
See Section 8.6 for certain historical financial information of Contact and Manawa presented on a
combined basis.
7.10Publicly available information
Contact is an “FMC reporting entity” for the purposes of Part 7 the Financial Markets Conduct Act
2013 and is subject to regular reporting and disclosure obligations under that Act, the Companies Act
1993 and the NZX Listing Rules. Contact also has a foreign exempt listing on the ASX and is therefore
subject to certain reporting and disclosure obligations under the ASX Listing Rules.
These obligations include a requirement that Contact notify NZX and ASX of information about
specified matters and events as they arise for the purpose of NZX and ASX making that information
available to participants in those markets.
The NZX Listing Rules require (subject to some exceptions) continuous disclosure of any information
that Contact has that a reasonable person would expect, if it were generally available to the market, to
have a material effect on the price of Contact Shares. Contact is also required to lodge various
documents with the New Zealand Companies Office, NZX and ASX. Contact may, during the period of
the Scheme, make additional releases to NZX and ASX. Manawa Shareholders should monitor
Contact's market announcements during the period of the Scheme.
A copy of documents lodged with NZX is available on NZX’s website at www.nzx.com under the NZX
code CEN. A copy of documents lodged with ASX is available on ASX’s website at www.asx.com.au
under the ASX code CEN. A copy of documents lodged with the Companies Office is available at
www.companies-register.companiesoffice.govt.nz.
35
Gearing Ratio is calculated based on borrowings as a percentage of total capital funding (i.e., borrowings plus shareholders’
equity).

Pg. 58
A copy of Contact’s 2024 Integrated Report (including its audited financial statements in respect of the
year ended 30 June 2024) may be obtained from the NZX and ASX websites or from Contact’s website
at www.contact.co.nz.

Pg. 59
8.INFORMATION ABOUT THE MERGED GROUP
8.1Responsibility statement
This Section 8 forms part of the Contact Information. Contact has prepared, and is solely responsible
for, the information contained in this Section 8. Manawa, members of the Manawa Group and their
directors, employees and advisers do not assume any responsibility for the accuracy or completeness of
this Section 8.
8.2Overview of the Merged Group and portfolio
The combination of Manawa and Contact’s diversified assets will create a more resilient and flexible
generation portfolio. With scale efficiencies and broader funding options the Merged Group will be
positioned to advance the combined development pipeline to further support its market position and
leading role in the decarbonisation of the New Zealand electricity sector.
Manawa and Contact’s geographically diversified assets are shown in the maps and tables below:

Pg. 60
(a)North Island
RegionStationType
Capacity MW)
36
AucklandGlenbrook (planned)BESS100●
NorthlandBream BayThermal8●
Waikato / Bay of
Plenty
Kaimai
Matahina
Wheao
Hydro
Hydro
Hydro
42
77
28
●
●
●
Taupo / Central
North Island
Te Mihi
Ohaaki
Poihipi
Wairakei (including Binary)
37
Te Huka I & II
Te Huka III
Tauhara
Hinemaiaia
Kuratau
Geothermal
Geothermal
Geothermal
Geothermal
Geothermal
Geothermal
Geothermal
Hydro
Hydro
166
41
53
138
26
51
174
7
6
●
●
●
●
●
●
●
●
●
RuapehuWairere
Mokauiti
Piriaka
Hydro
Hydro
Hydro
4
2
1
●
●
●
Hawkes BayWhirinaki
Esk
Thermal
Hydro
156
4
●
●
TaranakiTCC
Stratford Peakers
Patea
Mangorei
Motukawa
Thermal
Thermal
Hydro
Hydro
Hydro
377
200
32
4
5
●
●
●
●
●
36
Capacity shown is the maximum rated capacity (MCR or nameplate capacity) for each plant, which may differ from the actual
operational capacity in a range of circumstances. For example, typical operational capacity may be lower in order to manage
operational risk or where there are constraints on fluid (geothermal or hydro). Notable examples of this are TCC which has been
operationally constrained to 310MW and Waipori where conveyancing is limited to 76MW.
37
Te Mihi Stage 2 has not been included in the table above as it represents a partial replacement project of the Wairakei station.

Pg. 61
Manawatu /
Wanganui
MangahaoHydro40●
(b)South Island
Region StationTypeCapacity (MW)
36
MarlboroughWaihopai
Branch River
Hydro
Hydro
3
11
●
●
NelsonCobbHydro36●
West CoastDillmans
McKays
Arnold
Wahapo
Hydro
Hydro
Hydro
Hydro
11
1
3
3
●
●
●
●
CanterburyKowhai Park (planned)
Highbank
Coleridge
Solar
Hydro
Hydro
150
33
40
●
●
●
OtagoClyde
Roxburgh
Waipori
Paerau and Patearoa
Deep Stream
Hydro
Hydro
Hydro
Hydro
Hydro
464
320
93
13
6
●
●
●
●
●
In addition to the existing assets outlined above, the Merged Group will have a diversified potential
development portfolio as outlined below:
(a) Contact has approximately 3.8 TWh p.a. of wind options and 1.9 TWh p.a. of solar options
potentially available for development. It has a second 100 MW Battery Energy Storage System
(BESS) option consented at Stratford and another approximately 1 TWh p.a. of undeveloped
consented geothermal output.
(b) On a 100% ownership basis, Manawa has approximately 3.7 TWh p.a. of wind options and 0.9
TWh p.a. of solar options potentially available for development across geographically diversified
locations.
All of these potential developments are subject to final investment decision by the board of Contact. In
the case of Manawa’s development portfolio, Contact has undertaken an initial assessment of these
projects but further analysis of those projects will be required before any decision is made about
progressing any of them.

Pg. 62
Following completion of the Scheme, Contact will review where Manawa’s potential projects rank
alongside the other potential projects available to Contact.
Note: Kaihiku is a 50/50 partnership with Alexandra-based Pioneer Energy, and Contact’s solar projects are 50/50
partnerships with Lightsource bp. All are shown on a 100% ownership basis. Geothermal remaining consented
includes Te Mihi Stage 2 & 3 uplift potential and further consented Tauhara development potential.

Pg. 63
(c)Merged Group operational dashboard
Note: All volumes are at expected or mean GWh per annum with Contact output reflecting its published
assumptions that support normalised and expected FY25 EBITDAF (based on mean hydrological conditions).
Manawa’s acquired geothermal output (via PPAs) has been excluded.
1
Relates to Manawa’s PPAs on the Tararua I & II, Tararua III and Mahinerangi wind farms expiring 2029, 2032 and
2036 respectively.
2
Contact also owns the Taranaki Combined Cycle gas generation plant and has confirmed this plant will remain
available in 2025 under certain circumstances (TCC not illustrated in this section).
3
Flexible demand contracted as at 30 June 2024 was 173MW. This included 55MW that was already in-market as at
30 June 2024 and a further 46MW of NZAS demand response that became operational soon after in July 2024.
4
Represents difference between mean geothermal output (including Tauhara and Te Huka 3 at full capacity) and
the output included in FY25 normalised and expected EBITDAF, together with remaining consented uplift available
for Te Mihi Stage 2 & 3 and consented geothermal fluid available at Tauhara 2.
8.3Strategic rationale and intended operation of the Merged Group / synergies
(a)The combination of Contact and Manawa is consistent with Contact26 strategy
The Contact26 strategy is outlined in 7.2 and covers four key areas:
(i)grow demand;
(ii)grow renewable development;
(iii)decarbonise our portfolio; and
(iv)create outstanding customer experiences.
The combination of Contact and Manawa is consistent with each of these areas, and is expected
to accelerate this strategy.

Pg. 64
Grow demand
Manawa has a geographically diverse portfolio of hydro assets that benefit from inflows that are
winter-weighted. In comparison, inflows into Contact’s South Island hydro catchment are
spring/summer-weighted. Manawa’s assets therefore provide a natural complement to
Contact’s existing assets, enhancing portfolio resilience. The combined portfolio will increase
Contact’s ability to provide a higher volume of fixed price supply agreements and provide
greater opportunity for wider deployment of flexible demand product sales, helping to support
customers in the electricity market.
Grow renewable development
With the combination of the two businesses, the highest value options can be advanced from an
attractive and diversified combined development pipeline of over 10TWh, supported by Contact
and Manawa’s renewable development execution capabilities and a broad range of funding
options. Furthermore, hydro scheme flexibility and resilience can provide firming to expedite
intermittent renewable development.
Decarbonise our portfolio
Contact has in recent years undertaken significant new renewables projects, as part of a strategy
to decarbonise its electricity supply as its gas plants reach the end of their lives. While this is an
important part of the decarbonisation of the New Zealand economy, it creates portfolio
challenges that the Scheme can help address by adding more winter-weighted hydro generation
to Contact’s portfolio.
A more diversified generation portfolio, and the ability to optimise generation more efficiently
across hydro assets, is expected to reduce reliance on thermal generation to cover periods of
high demand and/or low supply.
Create outstanding customer experiences
The combination of Contact and Manawa reduces portfolio risk through generation
diversification and more winter-weighted generation. This better enables the firming of
existing retail customer loads. In addition, accelerating Contact’s renewable generation
strategy aligns with Contact’s decarbonisation-led, ‘it’s good to be home’, brand proposition to
customers.

Pg. 65
(b)Synergies
Contact expects normalised EBITDAF contribution from Manawa following the realisation of
future embedded value, portfolio benefits and cost synergies to be approximately $220 million.
This is approximately $75 million higher than Manawa’s EBITDAF
38
from continuing
operations that was reported for the year ending 31 March 2024. This contribution is expected
to be realised over the longer term, once the businesses of Contact and Manawa are fully
integrated and existing Manawa customer contracts expire. The assumptions upon which this
normalised EBITDAF contribution is based are set out in the following table:
Cost synergies are expected to total approximately $23-28 million per annum and are expected
to be realised within approximately 18 - 24 months of completion of the Scheme, with ~70%
realised in the first 6 months. The majority (over 85%) of these savings are expected to come
from the removal of duplication of corporate functions and systems between the existing
entities.
One-off integration costs of approximately $44 million are expected to be incurred.
(c)Board
For continuity and to support integration with the Manawa business and assets, and growth of
the Merged Group, it is intended that Manawa’s Chair of the Board, Deion Campbell, will join
the Contact board following implementation of the Scheme, subject to Deion Campbell
consenting to this appointment.
38
EBITDAF is defined by Manawa as Earnings Before Interest, Tax, Depreciation, Amortisation, Fair value movements of
financial instruments, and asset impairments. EBITDAF is a non-GAAP (Generally Accepted Accounting Principles) financial
measure commonly used within the electricity industry.

Pg. 66
8.4Corporate structure diagram
On implementation of the Scheme, Contact will acquire 100% of the issued shares of Manawa. Manawa
will accordingly become a wholly-owned Subsidiary of Contact. The Merged Group is shown below.

Pg. 67
8.5Capital structure post-merger
(a)Capital structure
Contact’s current capital structure is set out in Section 7.5.
Upon implementation of the Scheme, Manawa Shareholders will receive Consideration
comprising Cash Consideration and Scrip Consideration for each Manawa Share held by them,
as described in Sections 5.3 and 5.4.
As a result of the issue of New Contact Shares as Scrip Consideration under the Scheme, the
number of Contact fully paid ordinary shares on issue will increase from 802,811,914 (being the
number on issue as at the date of 30 April 2025) to 985,275,173 as illustrated below:
Type of securityNumber on issue
Fully paid ordinary shares985,275,173
Performance Share Rights
39

1,207,793
Deferred Share Rights774,620
Following implementation of the Scheme, Manawa Shareholders will together own
approximately 18.5% of Contact Shares, with existing Contact shareholders owning the
remaining approximately 81.5% (except that Manawa Shareholders who are not based in New
Zealand or Australia will not receive Scrip Consideration under the Scheme and will instead
receive the Cash Proceeds from the sale of the Scrip Consideration that would otherwise have
been issued to them, as set out in Section 6.4).
Further shares may be issued by Contact in certain circumstances prior to implementation of
the Scheme, including in respect of Contact’s dividend reinvestment plan or where Manawa has
consented and there is an appropriate adjustment in the number of Contact shares that
Manawa shareholders will receive under the scrip consideration ratio.
(b)Substantial shareholders
Based on the capital structure of Contact and Manawa as at the date of 30 April 2025, and the
substantial product holder and substantial shareholder notices lodged with the NZX and ASX
respectively, or otherwise known to Contact as at 30 April 2025, immediately following
implementation of the Scheme, Contact is expected to have the following substantial
shareholders who have relevant interests in 5% or more of the total number of Contact
Shares:
40
39
See the summary of Contact equity award schemes set out in section 7.5(b) above. This reflects the number of Performance
Share Rights and Deferred Share Rights in place as at 30 April 2025. The actual number of Performance Share Rights and
Deferred Share Rights in place on the Implementation Date may be different to reflect any new awards or vestings.
40
This information is presented based upon the information available to Contact through public disclosures and enquiries that
it has made of Manawa and certain investors. The actual substantial holdings and substantial product holders on the

Pg. 68
NameInterest in Contact Shares% of issued Contact Shares
Infratil93,278,3969.47%
Milford Asset Management
Limited
41
53,859,8415.47%
FirstCape Group Limited
42
49,993,0795.07%
BlackRock, Inc. and related
bodies corporate
43
51,647,5065.24%
In addition, TECT is expected to hold approximately 4.96% of the Contact Shares immediately
following implementation of the Scheme.
(c)Debt
Upon implementation of the Scheme, outstanding Manawa bank debt and bonds will be repaid.
This will be funded via new Contact bank debt facilities which are committed. The transaction
structure retains capital options to ensure Contact has sufficient funding flexibility to execute
on the combined entity’s identified development pipeline whilst maintaining a BBB S&P credit
rating.
8.6Pro forma / combined financial information
Merged Group Pro Forma Historical Financial Information
(a)Overview
The information included in this Section contains the following pro forma historical financial
information in respect of the Merged Group comprising Contact and its subsidiaries and
Manawa and its subsidiaries (“Merged Group Pro Forma Financial Information”):
(i)historical Income Statement for the 12 months ended 31 December 2024 (Pro Forma
Income Statement);
(ii)historical Statement of Financial position as at 31 December 2024 (Pro Forma
Statement of Financial Position); and
Implementation Date will depend upon trading in shares in each of Contact and Manawa prior to the Implementation Date. It
is also possible that other parties may hold interests in Contact and Manawa shares which are not currently known but that,
when aggregated through the issue of New Contact Shares on the Implementation Date, will constitute a substantial holding in
Contact from the Implementation Date.
41
Based on the Substantial Product Holder notice published by Milford Asset Management Limited on 28 January 2022 and
further beneficial ownership information obtained by Contact and from Manawa as at 30 April 2025.
42
Based on the Substantial Product Holder notice published by FirstCape Group Limited on 1 May 2024 and beneficial
ownership information obtained from Manawa as at 30 April 2025.
43
Based on the Substantial Product Holder notice published by BlackRock, Inc. on 4 March 2025 and beneficial ownership
information obtained from Manawa as at 30 April 2025.

Pg. 69
(iii)historical Statement of Cash Flows for the for the 12 months ended 31 December 2024
(Pro Forma Statement of Cash Flows).
The Merged Group Pro Forma Financial Information should be read together with the:
(i)basis of preparation as set out below;
(ii)historical financial information of Contact set out in its Integrated Report for the year
ended 30 June 2024 and Contact’s Interim Financial Statements for the 6 months ended
31 December 2024;
(iii)historical financial information of Manawa set out in its Annual Report for the year
ended 31 March 2024, in its Interim Financial Statements for the 6 months ended 30
September 2024 and in its Integrated Report for the year ended 31 March 2025;
(iv)risk factors as set out in Section 9 of this Scheme Booklet;
(v)other information contained in this Scheme Booklet; and
(vi)information contained in the investor presentation released by Contact to NZX and ASX
dated 11 September 2024.
The Merged Group Pro Forma Financial Information has not been subject to audit or review.
The Merged Group Pro Forma Financial Information has been prepared using financial
statements of Contact which have been subject to audit or review by Ernst & Young, providing
an unmodified audit opinion or unmodified review conclusion and the financial statements of
Manawa which have been subject to audit or review by KPMG, providing an unmodified audit
opinion or unmodified review conclusion.
The Merged Group Pro Forma Financial Information has been prepared for informational
purposes only in order to give Manawa Shareholders an illustrative view of the financial
performance, financial position and cash flows of the Merged Group as if the Scheme had been
implemented on 1 January 2024, and does not reflect actual financial performance, financial
position or cash flows of the Merged Group at the time of implementation of the Scheme.
The Merged Group Pro Forma Financial Information:
•does not reflect the actual financial results of Manawa for the year to 31 March 2025 that
were only released via NZX on 16 May 2025. Manawa’s 2025 Annual Report (including its
audited financial statements for the year ended 31 March 2025) may be obtained from the
NZX website or from Manawa’s website at www.manawaenergy.co.nz;
•is not intended to present, nor is it meant to be indicative of financial performance,
financial position or cash flows for any future period or at any future date; and
•does not give effect to the potential impact of current financial conditions, or any
anticipated synergies that may result from the implementation of the Scheme and
subsequent integration of the businesses of Contact and Manawa.
(b)Basis of preparation
The Merged Group Pro Forma Financial Information presents the combination of:

Pg. 70
(i)financial information for Contact for the 12 months to 31 December 2024, calculated by:
(1) deducting the results of the interim financial statements for Contact for the Half Year
ended 31 December 2023 (HY24) from the consolidated Financial Statements for
Contact for the year ended 30 June 2024 (FY24), to provide results for the half year
ended 30 June 2024; and (2) then combining those results with the results from the
interim financial statements for Contact for the half year ended 31 December 2024
(HY25). As a formula this is expressed as (FY24 – HY24) + HY25 and is reflected in the
reconciliation table below:
$mFY24HY24HY25
Financial information
for 12 months to 31
December 2024
Profit235153142224
Net cash flow89134(13)(58)
Revenue and operating expenses for all periods have been taken from Contact’s Income
Statement rather than the segment results.
(ii)financial information for Manawa for the 12 months to 30 September 2024, calculated
by: (1) deducting the results of the interim financial statements for Manawa for the Half
Year ended 30 September 2023 (HY24) from the consolidated Financial Statements for
Manawa for the year ended 31 March 2024 (FY24) to provide results for the half year
ended 31 March 2024; and (2) then combining those results with the results from the
interim financial statements for Manawa for the half year ended 30 September 2024
(HY25). As a formula this is expressed as (FY24 – HY24) + HY25 and is reflected in the
reconciliation table below:
$mFY24HY24HY25
Financial information
for 12 months to 30
September 2024
Profit2455(3)(34)
Net cash flow(1)74(4)
(iii)the pro forma statement of financial position as at 31 December 2024 is based on the
Contact statement of financial position as at 31 December 2024 and the Manawa
statement of financial position as at 30 September 2024;
(iv)the effect of the Scheme (as set out in the pro forma scheme adjustments noted below)
which is assumed to have occurred at 1 January 2024; and
(v)presentation adjustments made to align the presentation of Manawa’s financial
statements with Contact.
The Merged Group Pro Forma Financial Information:
(i)have been prepared on a going concern basis;

Pg. 71
(ii)have been rounded to millions of New Zealand Dollars and therefore totals in tables may
not add;
(iii)other than the pro forma presentation adjustments noted below, the Merged Group Pro
Forma Financial Information does not include any adjustments required for accounting
policy alignment between Contact and Manawa. Any such possible accounting policy
difference have not been quantified and will be undertaken as at the date of Scheme
completion;
(iv)the financial information for Manawa has not been adjusted for the effects of
transactions or events that occurred between 30 September 2024 – 31 December 2024;
(v)does not include adjustments for intercompany transactions on the basis that the
expected impact is not material;
(vi)does not include anticipated synergies that may result from the implementation of the
Scheme and subsequent integration of the two businesses; and
(vii)does not include anticipated costs for integration of the two business after completion of
the Scheme
(c)Pro forma scheme adjustments
The pro forma adjustments are based on currently available information and certain
assumptions that Contact believes are reasonable. Assumptions underlying the pro forma
adjustments are described below. The actual adjustments will depend on a number of factors
and additional information that will be available on or after the implementation of the Scheme.
Accordingly, the actual adjustments will differ from these pro forma adjustments, and those
differences may be material.
(i)Transaction purchase – reflects the proposed Scheme whereby Contact acquires 100%
of the Manawa Shares at 1 January 2024 in exchange for issue of New Contact Shares
and Cash Consideration. Further details on the goodwill calculation are provided below.
(ii)Transaction finance – reflects debt that Contact will issue (net of directly attributable
costs to issue debt) to implement the proposed Scheme and the additional interest
expense relating to this debt (calculated at an assumed 5% interest rate, less existing
Manawa interest expense). Use of the additional funds includes Cash Consideration to
Manawa Shareholders, repayment of bank debt, repayment of Manawa retail bonds and
transaction costs.
(iii)Repayment of Manawa retail bonds – repaying existing Manawa retail bonds when the
Scheme is implemented, including a fair value adjustment to the retail bonds.

Pg. 72
(iv)Transaction costs – reflects estimated costs directly related to the implementation of the
proposed Scheme for Manawa and Contact.
Included in the financial
information for the 12
months to 31 December 2024
/ 30 September 2024
Included in pro forma
adjustments
$mContactManawaTotalContactManawaTotalTotal
Operating
expenditure1221417244155
Equity1-15-56
Total1321522244661
(d)Pro forma purchase price allocation and goodwill
The Scheme is expected to be accounted for as a business combination using the acquisition
method of accounting as prescribed in NZ IFRS 3 Business Combinations, under NZ GAAP.
Contact is expected to record the assets acquired, including identifiable intangible assets, and
the liabilities assumed as part of Manawa at their respective fair values at the date of the
implementation of the Scheme. Any excess of the purchase price over the net fair value of such
asset and liabilities will be recorded as goodwill.
As at the date of this Scheme Booklet, it is not possible to reliably determine the fair value of
assets acquired and liabilities assumed as part of Manawa. Therefore, for the purposes of
preparing the Merged Group Pro Forma Financial Information, goodwill has been calculated at
1 January 2024. Manawa’s net assets at 30 September 2023 are used as representative of 1
January 2024 net assets, other than a fair value adjustment for Manawa’s retail bonds which
will be repaid at fair value upon completion of the Scheme.
Pro forma goodwill calculation is provided below:
$m
Issue of shares (313 million shares x $5.25)1,643
Cash (313 million shares x $1.12)351
Total consideration1,994
Manawa net assets (30 September 2023 representing 1 January
2024)(1,335)
Manawa bond fair value adjustment11
Assets acquired and liabilities assumed(1,324)
Pro Forma Goodwill670
The above reflects adjustments for dividends announced by Contact and Manawa between
Scheme signing on 11 September 2024 and the date of this Scheme Booklet. If implementation
of the Scheme is delayed beyond 11 July 2025, the Cash Consideration and the number of New
Contact Shares issued to Manawa Shareholders are subject to further adjustments for the
amount of Gross Dividends authorised by Contact and Manawa between the date of this
Scheme Booklet and implementation as well as for Contact Share issues by Contact. See Section
5.4.

Pg. 73
Following completion of the Scheme, the actual determination of fair value of assets acquired
and liabilities assumed, and goodwill calculation will differ to those values presented above.
Further assets or liabilities may be identified which could impact the goodwill calculation and
financial statements upon completion of the Scheme.
(e)Pro forma Presentation adjustments
Reclassification adjustments have been made to Manawa’s financial statements to align with
Contact’s presentation.
The presentation or format of Manawa’s financial statements is different to Contact’s financial
statements due to:
(i)different accounting treatment applied by Contact and Manawa;
(ii)different judgement applied by Contact and Manawa on how line items are classified;
and
(iii)different judgement applied by Contact and Manawa on how line items are aggregated.
Further explanation on each presentation adjustment has been footnoted below each statement
in the following pages.
(f)Pro Forma Income Statement for the 12 months ended 31 December 2024
$m Contact Manawa
Presentation
adjustments*
Transa
ction
finance
Repay
Manaw
a debt
Trans
action
costs
Pro
Forma
Merged
Revenue 3,2645612---3,827
Operating expenses(2,509)(450)---(41)(3,000)
EBITDAF 7551112--(41)827
Impairment of assets(42)(2)----(44)
Gain on sale of other land and
buildings-2(2)----
Net interest expense (72)(27)-(46)27-(118)
Depreciation and amortisation (259)(22)----(281)
Change in fair value of financial
instruments(56)(93)----(149)
Profit before tax 326(31)-(46)27(41)235
Tax expense (102)(3)-13(8)-(100)
Profit 224(34)-(33)19(41)135
*$2 million gain on sale of other land and buildings has been reclassified to revenue within EBITDAF.
(g)Pro Forma Statement of Financial Position as at 31 December 2024
$m Contact Manawa
Presentation
adjustments*
Trans
action
purchase
Transa
ction
finance
Trans
action
costs
Repay
Manaw
a debt
Pro
Forma
Merged
Cash and cash equivalents 216525(351)870(46)(463)256
Trade and other receivables 21362-----275
Market security deposits - 25(25)-----
Inventories 73- -----73
Intangible assets 70- -----70

Pg. 74
Derivative financial instruments 11065-----175
Assets held for sale - 2-----2
Total current assets 682159-(351)870(46)(463)851
Property, plant and equipment 5,0531,8648----6,925
Intangible assets 2262-----228
Inventories 65- -----65
Right-of-use assets - 8(8)-----
Other investments - 7(7)-----
Goodwill 214- -670---884
Investment in associates/joint
ventures 42- 7----49
Derivative financial instruments 10129-----130
Total non-current assets 5,7011,911-670- - - 8,281
Total assets 6,3832,070-319870(46)(463)9,132
Trade and other payables 31860-----378
Tax payables 122--(13)-89
Borrowings 48227----(27)482
Derivative financial instruments 10284-----186
Provisions 12- -----12
Total current liabilities 926173--(13)-(19)1,067
Borrowings 1,667453811916-(464)2,591
Derivative financial instruments 28380-----363
Lease liabilities - 8(8)-----
Provisions 313- -----313
Deferred tax 523197-----720
Other non-current liabilities 26- -----26
Total non-current liabilities 2,812738-11916-(464)4,013
Total liabilities 3,738911-11903-(483)5,080
Net assets 2,6451,159-308(33)(46)194,053
Share capital 2,092--1,643-(5)-3,730
Revaluation reserve - 696-(696)----
Retained earnings 734462-(558)(33)(41)19584
Hedge reserves (190)(22)-(58)---(270)
Non-controlling interests - 23-(24)---(1)
Share-based compensation
reserve 9- -----9
Shareholders' equity 2,6451,159-308(33)(46) 194,053
* $25 million “Market security deposits” reclassified to “Cash and cash equivalents”.
* $7 million “Other investments” reclassified to “Investment in associates/joint ventures”.
* $8 million “Lease assets” and “Lease liabilities” reclassified to “Property, plant and equipment” and
“Borrowings”, respectively.

Pg. 75
(h)Pro Forma Statement of Cash Flows for the 12 months ended 31 December 2024
$m Contact Manawa
Presentation
adjustments*
Transacti
on
purchase
Transa
ction
finance
Trans
action
costs
Repay
Manaw
a debt
Pro
Forma
Merged
Receipts from customers3,286597-----3,883
Payments to suppliers and
employees(2,594)(470)---(46)-(3,110)
Interest paid(55)-(24)-(46)-27(98)
Tax paid(105)(17)-----(122)
Operating cash flows532110(24)-(46)(46)27553
Purchase and construction of assets(478)(65)-----(543)
Capitalised interest(49)------(49)
Realised gains/(losses) on market
derivatives(17)------(17)
Proceeds from sale of assets114-----15
Purchase of other investments-(7)7-----
Investment in associates/joint
ventures(10)-(7)----(17)
Lodgement of electricity market
security deposits-(142)142-----
Return of electricity market security
deposits-141(141)-----
Interest received-2(2)-----
Consideration paid for the
acquisition of Manawa---(351)---(351)
Investing cash flows (553)(57)(1)(351)---(962)
Dividend paid(212)(61)-----(273)
Financing costs(5)------(5)
Proceeds from borrowings493418--916--1,827
Repayment of borrowings(313)(387)(1)---(490)(1,191)
Repayment of lease liabilities-(1)1-----
Interest paid-(26)26-----
Financing cash flows(37)(57)26-916-(490)358
Net cash flow(58)(4)1(351)870(46)(463)(51)
Add: cash at the beginning of the
year2741023----307
Cash at the end of the year216524(351)870(46)(463)256
* $142 million “Lodgement of electricity market security deposits” and $141 million “Return of
electricity market security deposits” removed as “Market security deposits” have been reclassified as
“Cash and cash equivalents”
* Addition of “Market security deposit” balance as at 30 September 2023 of $23 million to cash
balance at beginning of the year.
* $27 million “Interest paid (financing)” and $1 million “Interest received (investing)” reclassified to
“Interest paid” within operating cash flows.
* $1 million “Repayment of leases” reclassified to “Repayment of borrowings”.
* $7 million “Purchase of other investments” reclassified to “Investment in associates/joint ventures”.

Pg. 76
9.RISK FACTORS
9.1Responsibility statement
This Section 9 forms part of the Contact Information. Contact has prepared, and is solely responsible
for, the information contained in this Section 9. Manawa, members of the Manawa Group and their
directors, employees and advisers do not assume any responsibility for the accuracy or completeness of
this Section 9.
9.2Introduction
This Section 9 describes certain key risks associated with the Scheme and an investment in the Merged
Group which Contact has identified in connection with the Scheme based on information known to it.
These risks may affect the future operating and financial performance of the Merged Group and
Contact's share price. You should carefully consider the risk factors in this section, as well as the other
information contained throughout the Scheme Booklet, before voting on the Scheme.
This Section 9 outlines:
(a)risks related to the Scheme and the creation of the Merged Group; and
(b)risks related to the Merged Group.
The outline of risks in this Section is a summary only and should not be considered exhaustive. This
Section 9 does not attempt to set out every risk that may be associated with an investment in the
Merged Group now or in the future. Some risks may be unknown and other risks, currently believed to
be immaterial, could turn out to be material. The occurrence or consequences of some of the risks
described in this Section 9 may be partially or completely outside the control of Manawa, Contact or
the Merged Group.
While Manawa, Contact and the Merged Group have or will have in place a number of strategies to
minimise the exposure to, and mitigate the effects of, some of these risks, there can be no assurance
that such arrangements will protect Manawa, Contact or the Merged Group fully.
This Scheme Booklet does not take into account the investment objectives, financial situation, or the
particular needs or risk profiles of individual Manawa Shareholders. You should carefully consider the
following risks, as well as the other information contained in this Scheme Booklet and market
announcements released by Contact or Manawa. Contact and Manawa are each subject to continuous
disclosure obligations under the NZX Listing Rules which require it to notify certain material
information to NZX. The ASX Listing Rules also require that Contact immediately provides to ASX all
the information which it provides to NZX that is, or is to be, made public. Market announcements by
Contact are available at www.nzx.com and www.asx.com.au under the NZX code and ASX code "CEN".
Market announcements by Manawa are available at www.nzx.com under the NZX code "MNW".
During the period prior to the Scheme Meeting, Contact or Manawa may make additional market
announcements to NZX (and ASX, in the case of Contact). Manawa Shareholders should monitor
Contact's and Manawa's market announcements during that period.
You should also seek independent professional advice before deciding whether and how to vote on the
Scheme.

Pg. 77
9.3Risks related to the Scheme and the creation of the Merged Group
(a)Implied value of the Consideration
Eligible Manawa Shareholders are expected to receive 0.5830 New Contact Shares for each
Scheme Share held on the Record Date. In respect of that Scrip Consideration, the value that
each eligible Manawa Shareholder may realise on the sale of New Contact Shares issued to them
will depend on the price at which Contact Shares trade on the NZX Main Board and on the ASX
after the Implementation Date. The five-day VWAP for Contact Shares on the NZX Main Board
up to and including 30 April 2025 was $9.00 per Contact Share. However, the market price of
Contact Shares before the Scheme Meeting and the New Contact Shares after the
Implementation Date is not guaranteed, and no assurances can be given that New Contact
Shares will trade at or above that price in the future.
Some Manawa Shareholders may not wish to continue to hold New Contact Shares received
under the Scheme and may sell them soon after the Implementation Date. There is a risk that
such sales may drive down the price of Contact Shares in the short term.
The price of the New Contact Shares, following implementation of the Scheme will vary and
may be volatile as a result of a number of factors, including the financial and operating
performance of the Merged Group, the issue of the New Contact Shares under the Scheme and
general market conditions. There is also no guarantee as to the amount of the net proceeds of
sale from the New Contact Shares that will be ultimately delivered to Ineligible Overseas
Shareholders.
Future market prices of Contact Shares may be either above or below current or historical
market prices, and neither Contact, Manawa nor any other person guarantees the price at which
the Contact Shares will trade.
(b)Minimum holdings of Contact Shares may be compulsorily sold in the future
The issue of New Contact Shares as part of the Scrip Consideration under the Scheme may
result in some eligible Manawa Shareholders holding a parcel of Contact Shares that is less than
a “minimum holding” (as that term is defined in the NZX Listing Rules, and being broadly
speaking, a parcel with a value of less than $1,000 based on the “Average Market Price” of
Contact Shares as calculated under the NZX Listing Rules) on the Implementation Date.
There is the potential that Contact will, at a time in the future, arrange for the sale of any
parcels of Contact Shares which represent less than a minimum holding at the applicable time,
in accordance with the process and other requirements of its constitution and the NZX Listing
Rules. If the Scheme becomes effective, Manawa Shareholders who receive a parcel of Contact
Shares that is less than a minimum holding of Contact Shares, or who subsequently come to
hold less than a minimum holding of Contact Shares, may be subject to this process. In
summary, Contact would be required to give notice to relevant shareholders, and may then sell
the relevant shares and remit the net proceeds of sale to the relevant shareholders.
(c)Integration and realisation of expected synergies
There is a risk that the integration of Contact and Manawa into the Merged Group may
encounter unexpected challenges or issues, including potential disruption to the operations of

Pg. 78
both businesses, diversion of senior management's attention, loss of customers, key personnel
and corporate knowledge or unexpected costs arising from the increased scale of the Merged
Group. Any integration or strategy implementation may take longer than expected or may
incur additional costs so that the full benefits of the merger are only achieved in part or not at
all.
In addition, the extraction of potential benefits and synergies of the combination of Manawa
and Contact may be less, or take longer to achieve, than expected.
If Manawa's business is not integrated effectively into Contact or the expected portfolio benefits
or synergies are not realised to the extent and within the timeframes anticipated, the Merged
Group's financial performance and the market price of Contact's shares could be adversely
affected.
(d)Transaction due diligence and reliance on information provided by Manawa
Contact has undertaken financial, tax, operational, legal, business and other analysis in respect
of Manawa in order to determine its attractiveness to Contact and whether to pursue the
Scheme. Manawa is listed on the NZX Main Board, and is subject to continuous disclosure and
periodic reporting obligations. The level of due diligence carried out in respect of Manawa was
appropriate for a listed entity subject to those disclosure regimes.
The due diligence carried out by Contact covered a review of both public information disclosed
by Manawa and additional information provided by Manawa. Contact has not been able to
verify the accuracy, reliability or completeness of all the information which was reviewed by it
against independent data. If any information relied upon by Contact in its due diligence proves
to be incorrect, incomplete or misleading, there is a risk that the actual financial position and
performance of the Merged Group may be materially different to its understanding, or the
realisable synergies from the Scheme will be less than anticipated.
Risks may exist in relation to Manawa of which Contact may be unaware, including latent,
future or otherwise unknown claims or liabilities. The analysis undertaken by Contact may
draw conclusions and forecasts that are inaccurate or which are not realised in due course.
There is no assurance that the due diligence conducted was conclusive and that all material
issues and risks in respect of Manawa have been identified.
Further, as is usual in undertaking mergers and schemes, the due diligence undertaken
identified a number of risks associated with Manawa, which Contact had to evaluate and
manage. Certain risks cannot be avoided or managed appropriately and the mechanisms used
to manage these risks included in certain circumstances the acceptance of the risk as tolerable
on commercial grounds such as materiality. There is a risk that the approach taken by Contact
may be insufficient to mitigate the risk, or that the materiality of these risks may have been
underestimated or unforeseen (including as a result of a claim by a governmental or regulatory
body or other third party) or for which there is no contractual protection, and therefore they
may have a material adverse impact on Contact's assets, operations, earnings and financial
position.

Pg. 79
(e)Historical and contingent liabilities of Manawa
If the Scheme completes, Contact may become directly or indirectly exposed to liabilities that
Manawa has incurred or is liable for in respect of its respective prior acts or omissions,
including liabilities which were not identified during due diligence or which are greater than
expected.
These could include liabilities relating to historical accounting errors or mis-application of
accounting standards, employee claims or other potential employment law compliance claims,
customer claims, regulatory compliance breaches and regulatory actions, claims by taxation
authorities, current or future litigation and breach of contract claims. Such liabilities and
related historical activities of Manawa may adversely affect the financial performance or
position of Contact and the market price of Contact shares, including as a result of future
expenditure to consider and defend such challenges or to meet any additional costs or claims.
Historical liabilities of Manawa that are inherited by Contact may also have other impacts, such
as attracting greater scrutiny from regulators or causing reputational damage.
Unlike a purchase negotiated with a single seller or group of sellers, in a public company
transaction like the Scheme, the sellers (who are the Manawa Shareholders immediately prior
to the time the Scheme becomes effective) will not have any liability after the Scheme becomes
effective. This means that Contact will not have any recourse available to it in the event of any
breach of warranty by Manawa given to it in the Scheme Implementation Agreement or if
Contact incurs any cost, loss, liability or similar in connection with the Manawa business. That
risk has been assessed by Contact in determining whether to undertake the transaction and the
level of investigations it has undertaken.
(f)Change of control
Upon implementation of the Scheme, a change of control of Manawa will occur. Some
contracts to which Manawa is a party contain 'change of control' provisions (or equivalent) that
could be triggered by implementation of the Scheme, allowing the counterparty to renegotiate
or terminate the contract. If the Scheme becomes effective, and a counterparty to a contract
containing a change of control provision were to validly terminate or seek to renegotiate the
contract this may have an adverse effect on the financial performance of the Merged Group,
depending on the relevant contract and ability to replace the contract on similar terms.
(g)Transaction costs
If the Scheme is implemented, costs of approximately $26 million (excluding GST) are expected
to be paid by Manawa. This includes financial advisory, legal, accounting, Independent Expert,
tax and administration fees, Scheme Booklet design, printing and distribution, share registry
and other expenses. In addition, additional costs of approximately $35 million (excluding GST)
are expected to be paid by Contact. This includes financial advisory, legal, accounting and
administration fees and other expenses. Therefore, total transaction costs of approximately $61
million (excluding GST) are expected to be incurred by the Merged Group if the Scheme is
implemented. In addition, there is expected to be a one-off cost of approximately $44 million
to achieve synergies. These costs are not certain and the actual costs incurred may differ from
the current estimates.

Pg. 80
(h)Change in risk and investment profile
If the Scheme is implemented, Manawa Shareholders (excluding Ineligible Overseas
Shareholders) will receive a large part of the Consideration in the form of New Contact Shares.
Whilst Manawa Shareholders are currently exposed to various risks as a result of their
investment in Manawa, if the Scheme is implemented those Manawa Shareholders receiving the
New Contact Shares will be exposed to other risks associated with an investment in the Merged
Group, including those set out in Section 9.4. Those risks may be different from, additional to
or greater than, those faced by Manawa Shareholders currently. Those differences may give rise
to a different investment and business risk profile which may not align with the risk tolerance of
Manawa Shareholders. Like any investment, there are risks associated with an investment in
the New Contact Shares. The value of the New Contact Shares will be influenced by a number
of factors, many of which will be beyond the control of the Merged Group.
(i)Tax consequences
If the Scheme proceeds, there may be tax consequences for Scheme Shareholders. Scheme
Shareholders should seek their own professional advice regarding the individual tax
consequences of the Scheme.
9.4Risks related to the Merged Group
(a)Oversupply / reduced demand risk
Energy market oversupply and/or reduced demand leads to low wholesale electricity prices and
reduces earnings. Potential key contributors to oversupply include higher than typical levels in
major storage lakes in key locations throughout New Zealand (primarily due to regional
weather conditions), a reduction in demand by major industrial consumers, an increase in
development of renewable generation (including due to falling costs of renewable generation
development) and a reduction in demand as a result of a recessionary economic environment.
Gas availability remains very limited in New Zealand, with the accelerated decline in the
performance of upstream gas wells impacting available supply for industrial users, electricity
generation and consumer supply. However, if Methanex, one of New Zealand's biggest users of
gas, was to close its plants and cease operations in New Zealand, such a closure may, despite a
wider shortage of gas availability in the long term, create a short-term over-supply of gas
available to be used for thermal generation. This could potentially result in a short-term fall in
gas prices and electricity prices, which may adversely impact the financial performance of the
Merged Group, particularly if it enters into long term gas supply agreements prior to any fall in
gas prices.
The risks described below under “Change in competitive environment risk” and “Regulatory
risk” could also contribute to the risk of oversupply / reduced demand.
(b)Undersupply / increased demand risk
Energy market undersupply and/or increased demand could occur, leading to unsustainably
high wholesale prices and/or an adverse Government intervention. If Contact is unable to
generate sufficient electricity to meet its own customer demand it would need to purchase
electricity from the wholesale market or directly from other generators, most likely at

Pg. 81
significant cost. Where retail pricing is unable to recover the full cost of generation or
acquisition of electricity and the full cost of distribution, the profitability and value of Contact’s
retail business could be adversely affected.
Undersupply and/or increased demand risk may materialise in some of the following ways:
(i)shorter to medium-term:
•lower than typical levels in major storage lakes in key locations throughout New
Zealand (as experienced in the winter of 2024 and as appears likely in 2025
based on lake inflows over the recent summer period) sudden thermal plant
retirement, coincident fuel constraints, major plant or grid outage, reduction in
gas field delivery, rejection of coal generation as an acceptable source of dry year
cover;
•ongoing decline or faster decline in gas supply and ongoing drilling activity than
anticipated, leading to scarcity across the gas market and difficulty securing
sufficient quantities of gas at commercially feasible prices; and
•global supply chain constraints due to global demand for renewable energy
development or geopolitical events, coupled with Resource Management Act (or
any replacement regime) consenting requirements causing delays to the building
of renewable generation; and
(ii)longer-term:
•limited forward investment in existing gas fields or no new gas field discoveries,
thermal generation retirements, and an inability of gas producers to attract
capital for development reducing the availability of gas to contract and the
reliability of the electricity supply system leading to loss of gas as a viable fuel
source, higher prices, inability of network and transmission investment to keep
up with demand increases and investment into renewable generation, and an
increased risk from low hydrology years; and
•faster than expected decarbonisation to meet New Zealand's 2050 emissions
targets increases the demand for electricity before additional renewable
generating stations are built.
(c)FY25 and FY26 normalised and expected EBITDAF
Contact indicated to the market at the time of its 1H25 results announcement, on 17 February
2025, that its normalised and expected EBITDAF for the 12 month period ending 30 June 2025
is $770 million (“FY25 normalised and expected EBITDAF”). On the same date, Contact
also indicated that its normalised and expected EBITDAF for the 12 month period ending 30
June 2026 is $810 million (“FY26 normalised and expected EBITDAF” and together
referred to as the “FY25 and/or FY26 normalised and expected EBITDAF”).
The FY25 and FY26 normalised and expected EBITDAF were based on mean hydrology
conditions and Contact's assessment of events and conditions existing at the time. Forward-
looking financial information by its nature is inherently uncertain. It is a prediction of future
events which cannot be assured. It involves risks and uncertainties, many of which are beyond

Pg. 82
Contact's control. The low storage lake levels in the winter of 2024 and dry conditions in the
current summer and autumn seasons limiting recharge of water storage in those lakes, and/or
the use of more expensive thermal generation as an alternative to hydro generation may
adversely affect Contact’s financial performance, including FY25 and FY26 normalised and
expected EBITDAF.
More generally, factors potentially impacting the volatility of earnings include fuel risk and
water shortage arising from the availability and cost of natural gas or from dry conditions
leading to lower hydro generation. Conversely an excess of water and/or must run intermittent
renewables (e.g. wind) can lead to periods of low wholesale electricity prices available on the
spot market. Contact’s earnings may also be affected by increases in distribution charges that
are imposed by Transpower and local lines companies to the extent that competitive pressures
lead to Contact being unable to recover all or part of such additional distribution charges.
No assurances can be given that either the FY25 or FY26 normalised and expected EBITDAF
will be achieved and Manawa Shareholders are cautioned not to place undue reliance on either
being achieved. Contact releases monthly operating reports on its actual performance and
these should be read together with any normalised and expected EBITDAF indications provided
to the market. At any time, Contact may provide an update to the market on its FY25 or FY26
normalised and expected EBITDAF and such an update could occur following the date of this
Scheme Booklet. You should not regard the FY25 or FY26 normalised and expected EBITDAF
or any other forward-looking statement as a representation or warranty by Contact or any other
with respect to the achievement of the results set out in any such statement.
(d)Change in competitive environment risk
New generation built by competitors of the Merged Group could adversely affect the prices that
the Merged Group will be able to achieve in the wholesale market for electricity sales. See also
“Oversupply / reduced demand” risk above. The Merged Group will depend on its ability to
compete effectively by providing products and services that keep pace with consumer
expectations at competitive prices. This could be a challenge if there is a significant change in
the competitive environment, potentially leading to a material adverse impact on revenue if the
Merged Group is not able to compete effectively.
(e)Regulatory risk
Changes to market regulation by the Government or regulators such as the Electricity Authority
or the Commerce Commission could have a material impact on the Merged Group's financial
performance. A market review being undertaken for the Minister for Energy and the Minister
for Resources is expected to be released in June 2025. The review is to advise on the impact of
market structure, market design, and market rules on electricity market performance, and on
options to improve market performance in terms of the Government’s objectives. The review
will look at whether current regulations and market design support economic growth and
access to reliable and affordable electricity. The Electricity Authority and Commerce
Commission have also jointly established the Energy Competition Task Force to investigate
ways to improve the performance of the electricity market. An interventionist approach by
Government or through regulation, including as a result of actions arising from these reviews,
could reduce the Merged Group's ability to respond to market conditions and may impose

Pg. 83
greater costs or constraints on the business. Government-backed projects in the industry may
also distort existing market forces in a way that cannot currently be predicted and which may be
adverse to the Merged Group.
(f)Environmental Social & Governance (“ESG”)
If the Merged Group does not sufficiently consider and respond to ESG considerations in both
its business and investment decision-making there is a risk of adverse impacts upon its
business. There has been increasing global scrutiny and regulatory activity in relation to ESG
considerations. In addition, there is a risk of legal or reputational issues if the Merged Group
asserts it is doing more in regard to ESG integration in its business than it is doing in practice,
known as 'greenwashing'.
(g)Climate change
Climate change is a risk for the Merged Group, its business and its customers. An increase in
frequency and severity of severe weather events (such as storms, flooding, heatwaves, droughts
and cyclones), chronic climate impacts and natural disasters could lead to an adverse impact on
the Merged Group's business and operations, including through physical damage. In addition,
non-physical impacts of climate change, in the form of policy, regulatory, legal, technology and
market responses to the challenges posed by climate change may adversely impact the Merged
Group's financial performance. Contact is also exposed to the risk of its (and following the
implementation of the Scheme, Manawa’s) hydro plants being unable to operate to full capacity
(or at all) in the event of extremely low water levels. The effects of adverse changes in rainfall
patterns and water shortages may adversely impact the operations and financial performance of
the Merged Group, particularly in the case of prolonged drought conditions.
(h)Health & safety risk
The nature of the Merged Group's business means that the Merged Group and some of its
workers and contractors could be exposed to hazardous materials, heavy machinery and
dangerous plant. There is the potential for an incident or accident to occur at one of the
Merged Group's sites which results in serious injury. Contact has a strong focus on ensuring
that the health and safety of its employees and contractors is paramount, including through
imposing strict contractual requirements on, and management of, services provided by third
parties. However, non-compliance with environmental and health and safety laws and
regulations by either the Merged Group or its employees or contractors could result in fines or
penalties, remediation costs or claims made against the Merged Group, as well as reputational
damage. Changes to laws and regulations could result in an increase in required capital
expenditure or ongoing compliance costs.
(i)IT systems and infrastructure risk
The Merged Group will be reliant on the performance of its and its suppliers' technology
infrastructure and systems to manage its widely geographically distributed generation assets
and other plant. The success of the Merged Group's business will depend on the efficient and
uninterrupted operation of this infrastructure and these systems. If its information technology
infrastructure or systems were to be interrupted, compromised or damaged, the Merged Group
could suffer loss of control of assets, inability to dispatch electricity or gas into the market or

Pg. 84
adjust to pricing variations, resulting in revenue loss, material harm to its reputation and/or
significant expenditure to restore functionality.
(j)Significant or prolonged infrastructure damage risk
The Merged Group will be dependent on a number of key generation and transmission assets
located throughout the country, not all of which are owned by or under its control. These
assets, ancillary assets or infrastructure connecting those assets to transmission and
distribution networks, could be damaged or destroyed by a natural disaster such as a major
volcanic eruption, earthquake or storm. This could result in a major interruption in the Merged
Group's ability to generate and dispatch electricity into the market, having a material adverse
impact on its financial position and performance. Insurance would be expected to cover the
Merged Group against certain events, but the insured sum would not cover the full replacement
value of all plant and insurance policies do not cover all possible adverse events.
(k)Data security / Cyber risk
Given the Merged Group's large customer base, its systems hold large volumes of confidential
personal and business data. Data held by the Merged Group may be accessed or used in an
unauthorised manner, including due to a cyber-attack. The frequency and sophistication of
cyber-attacks on businesses is growing. If the Merged Group suffered a major cyber-attack or
data security breach, its reputation would be damaged – which could lead to a loss of existing
customers, an inability to attract new customers, and a corresponding loss in revenue. The
Merged Group may also incur fines, penalties or claims as a result of any privacy breach. The
Merged Group could also lose control of its assets, leading to risk of damage or injury.
(l)Project and resource risks
Development projects undertaken by the Merged Group will carry construction and project-
related risks that would be considered normal for those types of investment. These risks
include the risk of accident or other health and safety events, supply-chain risks, errors in
design, construction or commissioning difficulties or defects, geotechnical conditions varying
materially from what is expected, lack of availability of specialist equipment or people,
unfavourable weather conditions for construction, contractor default, delay, cost overrun where
pricing is not fixed and failure to achieve intended specifications. These risks would be
mitigated by the Merged Group's recent experience of successfully implementing significant
projects, as well as by the terms of the engineering, procurement and construction contracts for
the relevant project.
The Merged Group may implement new projects to maintain and improve assets, reduce
operating expenses, and introduce new products and services. Any such projects will be subject
to project-related risks as described above.
While it continues to operate thermal plants, Contact is exposed to the risk of a shortage in gas
supplies. Recent reductions in production from the Maui and Pohokura fields exacerbate this
risk.

Pg. 85
(m)Ability to pay dividends
Any future determination as to the payment of dividends by the Merged Group will be at the
discretion of the Merged Group board and will depend on the financial condition of the Merged
Group, future capital requirements and general business and other factors considered relevant
to the Merged Group board. The business of the Merged Group could be materially impacted in
an adverse manner by a number of events, including if any of the key risks referred to above
eventuated. In such a case, Contact may be unable to pay dividends at historical levels or at all.
(n)Economic Downturn / General economic conditions
The risk of economic downturn heightens some risks for the Merged Group including:
(i)a potential reduction in electricity demand, particularly among commercial and
industrial consumers, increasing the risk of oversupply of generation and depressed
pricing in the wholesale market;
(ii)consumers may experience greater difficulty in meeting energy costs with the result that
there may be increased regulatory focus on pricing or other intervention; and
(iii)a wider market reluctance to commit to growth projects due to uncertainty.
These risks could adversely impact the Merged Group's ability to operate its business and/or
implement its ongoing capital investment projects.
(o)Equity market conditions
Share market conditions may affect the market price of Contact's Shares regardless of the
operating performance of the Merged Group. Share market conditions are affected by many
factors, including general economic outlook, interest rates and inflation rates, changes in
investor sentiment toward particular market sectors, the demand for, and supply of, capital,
global events, terrorism or other hostilities, changes to government regulation, policy or
legislation. Particular securities may also be affected by factors such as the inclusion or
exclusion of those or other securities in share market indices. The Merged Group future
financial performance and the market price of Contact Shares may be affected by these factors,
which are outside of the control of Contact and Manawa.
(p)Additional risks and uncertainties
There are a range of other general risks, which may impact on the Merged Group or Contact
Shares, which include but are not limited to:
(i)force majeure events and other events outside of the Merged Group’s control impacting
upon the global economy, the Merged Group's operations and the market price of the
Contact Shares. These events include, but are not limited to, the imposition of tariffs that
directly or indirectly affect global supply chains or markets for equipment or services
that the Merged Group requires, acts of terrorism, international hostilities, natural
disasters, seismic events, severe weather events, industrial action, labour shortages or
other events or occurrences that can have an adverse effect on the Merged Group's
assets, operations and financial performance. The Merged Group only has a limited
ability to insure against some of these risks;

Pg. 86
(ii)the Merged Group's insurance may not be adequate or may not cover particular risks.
There is also a risk that in the future the Merged Group is unable to take out insurance of
equivalent coverage or that the cost of obtaining insurance increases significantly;
(iii)litigation and disputes brought by customers, suppliers, employees, government bodies
or tribunal or other third parties, which could have significant economic costs and have
the potential to affect its financial standing or its reputation and to divert the attention
of staff from the ordinary business of the Merged Group;
(iv)the activities of the Merged Group will be subject to various laws, regulations and
government policies. This is a complex and constantly changing regulatory environment
which is subject to the prevailing and potentially changing political climate. Any
material adverse changes in relevant laws, regulations or government policies, including
due to an increased burden on the business as well as risks and direct costs associated
with compliance, may affect the financial performance of the Merged Group. The
Merged Group may also be adversely affected by changes in laws, regulations or
government policies to give effect to recommendations of bodies such as the Law
Commission or the Waitangi Tribunal;
(v)the Merged Group will rely on access to debt and equity financing. The ability to secure
financing, or financing on acceptable terms, may be materially adversely affected by
volatility in financial markets, either globally or affecting a particular geographic region,
industry or economic sector, or by a downgrade in the credit rating of the Merged
Group. For these or other reasons, financing may be unavailable or the cost of financing
may significantly increase. Such inability to obtain, or increase to the costs of obtaining,
debt or equity financing could materially adversely affect the Merged Group's assets,
operations or financial performance. If Contact undertakes an equity raising in the
future, for example in order to fund acquisitions or investments or to reduce its debt, the
interests of its shareholders may be diluted; and
(vi)the Merged Group will operate in an industry that will be impacted by new technologies.
Failure to keep pace with potential new technology developments could lead to the
Merged Group being less effective against its competitors, resulting in an adverse impact
on its financial performance.

Pg. 87
Part C: Statutory and Other Information
10.INFORMATION EQUIVALENT TO SCHEDULE 1 OF THE TAKEOVERS CODE
This Section contains information, to the extent applicable, equivalent to the information that would
be provided by Contact in a takeover offer document in accordance with Schedule 1 to the Takeovers
Code.
This Section 10 forms part of the Contact Information. Contact has prepared, and is solely responsible
for, the information in this Section. Contact has not prepared, and is not responsible for, information
which is referred to in this Section, but which is set out in another Section (other than Sections 7, 8
and 9) of this Scheme Booklet. Manawa, members of the Manawa Group and their directors, officers
and advisers do not assume any responsibility for the accuracy or completeness of the information set
out in this Section 10 (other than information which is referred to in this Section, but which is set out
in another Section (other than Sections 7, 8 and 9) of this Scheme Booklet).
10.1Date
This Section 10 was prepared, and is current, as at 19 May 2025.
10.2Contact and its directors
The name and postal address of Contact is:
Contact Energy Limited
Level 2, Harbour City Tower
29 Brandon St
Wellington, 6011
New Zealand
The primary email address for Contact is: companysecretary@contactenergy.co.nz.
The current directors of Contact are:
(a)Robert McDonald;
(b)Elena Trout;
(c)Sandra Dodds;
(d)David Smol;
(e)Jon Macdonald;
(f)Rukumoana Schaafhausen; and
(g)David Gibson.
10.3Scheme company
The name of the company to which the Scheme relates is Manawa Energy Limited.

Pg. 88
10.4Scheme terms
The terms and conditions of the Scheme are set out in the Scheme Plan in Annexure A. A summary of
the terms and conditions of the Scheme is included in Section 6.
The terms on which Manawa and Contact have agreed to implement the Scheme are set out in the
Scheme Implementation Agreement. The material terms of the Scheme Implementation Agreement
are summarised in Section 12 and a copy of that agreement is available at www.manawaenergy.co.nz.
In addition, it was released to NZX on 11 September 2024. You can access information released by
Manawa to NZX at www.nzx.com (under the NZX code: MNW).
10.5Ownership of equity securities of Manawa
Except as set out in the table below, none of the following persons hold or control any equity securities
in Manawa:
(a)Contact;
(b)any Related Company of Contact;
(c)any person acting jointly or in concert with Contact; and
(d)any director of any person described in paragraphs (a) to (c) above.
NameNature of interestNumber of equity
securities held or
controlled
Percentage
of class
Contact
Energy
Limited
Conditional power to control the
exercise of voting rights and the
disposal of Manawa Shares pursuant
to voting agreements (see Section 10.7
below)
243,876,08777.922%
Information about the persons who hold or control 5% or more of any class of equity securities in
Manawa is set out in Section 11.5 of this Scheme Booklet.
10.6Trading in Manawa equity securities
None of the persons referred to in Sections 10.5(a) to (d) above have acquired or disposed of any equity
securities in Manawa in the six-month period ending on the date of this Scheme Booklet.
10.7Agreements to vote in favour of Scheme
Except as set out below in this Section 10.7, no person has agreed, conditionally or unconditionally, or
publicly announced an intention, to vote in favour of the Scheme.
In accordance with the Scheme Implementation Agreement, on 11 September 2024, Manawa
announced to NZX that each of the Directors intends to vote all of the Manawa Shares that he or she
holds or controls in favour of the Scheme, subject to the Consideration being within the Independent

Pg. 89
Adviser’s value range for the Manawa Shares and there being no Superior Proposal.
44
The Directors’
holdings of Manawa Shares are set out in Section 11.5.
On 11 September 2024, Contact entered into voting agreements with Infratil Energy New Zealand
Limited, Renew Nominees Limited and Infratil Investments Limited (being subsidiaries of Infratil
Limited, and which amalgamated pursuant to section 222(2) of the Companies Act on 31 March 2025
with Infratil Investments Limited continuing as the amalgamated company) and with TECT Holdings
Limited (a subsidiary of TECT Community Trust), under which each of them agreed, among other
things:
(a)to vote (or procure the vote of) all of their respective Manawa Shares in favour of the resolution
to approve or otherwise facilitate the Scheme to be put to Manawa Shareholders at the Scheme
Meeting;
(b)to not dispose of, agree to dispose of, encumber, part with ownership, control or any voting
rights, or fetter their rights to vote their respective Manawa Shares, except under the voting
agreements and to transfer those Manawa Shares under the Scheme; and
(c)to not:
(i)solicit, invite, encourage initiate or otherwise seek to procure any Competing Proposal or
any other offer, proposal, expression of interest, enquiry, negotiation or discussion with
any third party in relation to, or for the purpose of, or that may be reasonably be
expected to lead to, a Competing Proposal;
(ii)enter into, permit, continue or participate in negotiations or discussions with any third
party in relation to, or for the purpose of, or that may be reasonably be expected to lead
to, a Competing Proposal; ort
(iii)assist, encourage, procure or induce any person to do any of the things above,
except that, if approached by a third party about a Competing Proposal they may direct the
third party to Manawa.
Each voting agreement terminates immediately on the first to occur of the following:
(a)termination of the Scheme Implementation Agreement in accordance with its terms; or
(b)the resolution to approve the Scheme is declared by Manawa to have been passed at the Scheme
Meeting by the requisite thresholds ordered by the Court; or
(c)Contact giving notice in writing to the relevant Shareholder terminating the voting agreement;
or
(d)the parties agreeing in writing to terminate the voting agreement; or
(e)if any approvals, agreements or similar are given under the Scheme Implementation
Agreement, the Deed Poll or the Scheme Plan in the form attached to the Scheme
Implementation Agreement where the effect of such amendment, variation or waiver, approval
44
Manawa Directors reserve the right to change their recommendation or vote against the Scheme if, prior to the Scheme
Meeting, the Independent Adviser issues an updated, replacement or supplementary report and, after that change, the
Consideration is below the Independent Adviser’s valuation range for the Manawa Shares.

Pg. 90
or agreement is one of a specified list of items set out in the voting agreement including a
reduction or change in form or timing of the consideration for the Scheme, an extension to the
End Date, a waiver of certain conditions precedent, the addition of further conditionality or
anything else that otherwise materially adversely affects the benefit of the Scheme, and the
amendment, variation, waiver, approval or agreement is reasonably likely to be oppressive,
unfairly discriminatory or unfairly prejudicial, for the Shareholders as a whole.
Copies of the Voting Agreements are available at www.manawaenergy.co.nz. In addition, the Voting
Agreements were attached to the substantial product holder notice released to the NZX by Contact on
11 September 2024. You can access information released by Manawa to NZX at www.nzx.com (under
the NZX code: MNW).
10.8Arrangements to pay Cash Consideration
Contact confirms that resources will be available to it sufficient to meet the total Cash Consideration to
be paid to Scheme Shareholders if the Scheme becomes Effective (see Section 13).
Contact has executed the Deed Poll under which Contact undertakes in favour of each Scheme
Shareholder to pay each Scheme Shareholder the Cash Consideration and issue the Scrip
Consideration to which they are entitled under the Scheme, subject to the Scheme becoming Effective
(see Section 6.1(g) for further detail in relation to the Deed Poll).
A copy of the Deed Poll is set out in Annexure B to this Scheme Booklet.
10.9Arrangements between Contact and Manawa
Except as set out below in this Section 10.9, no agreement or arrangement (whether legally enforceable
or not) has been made, or is proposed to be made, between Contact or any associates of Contact and
Manawa or any Related Company of Manawa, in connection with, in anticipation of, or in response to,
the Scheme.
Pre-Scheme Implementation Agreement arrangements
On 21 March 2024, Contact and Manawa entered into a confidentiality agreement, an exclusivity
letter and a communication and information sharing protocol.
On 7 August 2024, Manawa and Contact agreed to amend the confidentiality agreement and, on
8 August 2024 and 12 August 2024 respectively, Manawa and Contact entered into a new exclusivity
letter and a further communication and information sharing protocol .
For further detail about the above arrangements, see Section 11.11.
Scheme Implementation Agreement
On 11 September 2024, Contact and Manawa entered into the Scheme Implementation Agreement.
The material terms of the Scheme Implementation Agreement are summarised in Section 12.
A copy of the Scheme Implementation Agreement is available at www.manawaenergy.co.nz. In
addition, it was released to NZX on 11 September 2024. You can access information released by
Manawa to NZX at www.nzx.com (under the NZX code: MNW).

Pg. 91
Disclosure letters
On 11 September 2024:
(a)Manawa provided a disclosure letter to Contact which set out certain agreed matters in respect
of the Scheme Implementation Agreement; and
(b)Contact provided a disclosure letter to Manawa which set out certain agreed matters in respect
of the Scheme Implementation Agreement.
Deed Poll
Contact entered into the Deed Poll on 11 September 2024. The terms of the Deed Poll are summarised
in Sections 6.1(g) and 10.8.
A copy of the Deed Poll is set out in Annexure B to this Scheme Booklet.
Escrow Agreement
Prior to Manawa applying to the High Court for the Final Orders, Manawa, Contact and
Computershare will enter into the Escrow Agreement which will set out detailed arrangements relating
to payment of the Cash Consideration and implementation of the Scheme. A summary of certain key
terms of the Escrow Agreement is set out in Section 11.11.
Voting Agreement with Infratil
On 11 September 2024, Contact entered into a voting agreement with Infratil, which is a Related
Company of Manawa. That voting agreement is described in Section 10.7 of this Scheme Booklet.
10.10Arrangements between Contact and Directors and Senior Managers of Manawa
Except as set out below in this Section 10.10, no agreement or arrangement (whether legally
enforceable or not) has been made, or is proposed to be made, between Contact or any associates of
Contact and any Director or Senior Manager of Manawa or any Related Company of Manawa
(including any agreement or arrangement providing for a payment or other benefit proposed to be
made or given by way of compensation for loss of office or as to the Director or Senior Manager
remaining in or retiring from office), in connection with, in anticipation of, or in response to, the
Scheme.
Indemnities for directors, officers and employees of the Manawa Group
Under the Scheme Implementation Agreement, Contact has agreed that it and its Related Companies
will:
(a)for a period of seven years from the Implementation Date, ensure that the constitutions of the
members of the Manawa Group continue to contain such rules as are contained in their
constitutional documents at the date of the Scheme Implementation Agreement that provide for
each member of the Manawa Group to indemnify each of its directors, officers and employees
against liabilities (excluding for fraud or wilful misconduct) incurred by that person in their
capacity as a director, officer or employee of the Manawa Group member;
(b)procure that the members of the Manawa Group comply with any deeds of indemnity made by
them in favour of their respective directors and officers from time to time; and

Pg. 92
(c)ensure that, if the member of the Manawa Group which has provided a constitution protection
referred to in paragraph (a) above or an indemnity referred to in paragraph (b) is wound-up,
liquidated, de-registered or is otherwise unable to meet its obligations under the relevant
constitutional protection or indemnity due to the restructuring of the assets of the relevant
company, Contact Group meets the relevant obligations.
Insurance for directors and officers of the Manawa Group
Under the Scheme Implementation Agreement, Contact has agreed that:
(a)subject to certain process requirements, Manawa may, prior to the Implementation Date, enter
into, and pay the premiums for, a run-off directors’ and officers’ liability insurance policy (for a
period of seven years after the Implementation Date) in respect of any director or officer of a
member of the Manawa Group (“D&O Run-off Policy”); and
(b)after the Implementation Date, Contact will not, and will procure that its Related Companies do
not, vary or cancel the D&O Run-off Policy or do any act, matter or thing (or fail or omit to do
any act, matter or thing) that is reasonably likely to result in the D&O Run-off Policy being
terminated or becoming voidable.
Benefit of the agreements
These agreements summarised above in this Section 10.10 are:
(a)given for the benefit of each person who is a current or former director, officer or employee of
any member of the Manawa Group (including the Directors and the Senior Managers) and are
intended to be enforceable by each such person;
(b)subject to restrictions in the Companies Act or the law of the jurisdiction in which the Manawa
Group member is incorporated; and
(c)given until the earlier of the end of the relevant period specified or, subject to certain
exceptions, until the relevant Manawa Group member ceases to be part of Contact Group.
Additional indemnity and release of liability for directors, officers and employees of the Manawa
Group
In addition to the agreements summarised above, under the Scheme Implementation Agreement:
(a)Contact has agreed to indemnify the directors, officers and employees of the Manawa Group
against all losses and liabilities directly or indirectly incurred by the indemnified person in
connection with any failure or alleged failure by Contact to comply with applicable laws in
respect of the offer and issue of the Scrip Consideration, except to the extent that such losses or
liabilities arise due to a breach of the Scheme Implementation Agreement by Manawa, the
wilful misconduct or fraud of the indemnified person, or Contact’s reliance on the Manawa
Information; and
(b)Contact has agreed to waive and release all claims that it, and the Contact Group, may have
against the directors, officers and employees of the Manawa Group in respect of any act or
omission in connection with the Scheme Implementation Agreement or the Scheme, except to
the extent that the relevant person has engaged in wilful misconduct or fraud.

Pg. 93
Appointment of Deion Campbell as a director of Contact
Under the Scheme Implementation Agreement, Contact has agreed to appoint Deion Campbell, who is
a Director and chair of the Board of Manawa, as a director of Contact on the Implementation Date,
subject to Mr Campbell consenting to that appointment. This appointment is for continuity and to
support integration of the Manawa Group business and assets into the Contact Group and growth of
the Merged Group.
10.11Financial assistance
After the Consideration is provided to Scheme Shareholders and the Scheme has been implemented,
the members of the Manawa Group will be wholly-owned subsidiaries of Contact and be members of
Contact Group. Accordingly, members of the Manawa Group may, after implementation of the
Scheme, grant security over their respective assets to the financiers of Contact Group.
Under the Scheme Implementation Agreement, Manawa has agreed:
(a)to provide reasonable co-operation and assistance to Contact in connection with, amongst other
things, the termination or continuation (at Contact’s election) of the Manawa Group’s existing
financing arrangements on and from the Implementation Date, and with the arrangement or
syndication of any debt financing by Contact Group for the purposes of funding the Cash
Consideration or funding the refinancing of any of the indebtedness of Manawa Group; and
(b)to assist Contact to identify, and obtain a release of, any Encumbrances over the assets of the
Manawa Group, with effect from implementation of the Scheme.
10.12Intentions about material changes to Manawa
Given that, if the Scheme becomes Effective, Manawa will become a wholly-owned subsidiary of
Contact, this information is not applicable.
10.13No pre-emption rights clauses in Manawa’s constitution
Manawa’s constitution does not contain any restrictions on the right of Scheme Shareholders to
transfer Scheme Shares (being the equity securities to which the Scheme relates) which have the effect
of requiring Scheme Shareholders to offer Scheme Shares for purchase to other Scheme Shareholders
or to any other person before transferring the Scheme Shares under the Scheme.
10.14No escalation clauses
Manawa has agreed to pay retention payments to certain employees of the Manawa Group, some of
whom are existing or prior holders of Manawa Shares. Those payments will be paid to employees to
encourage their continued employment and are unrelated to the employees’ existing or prior holding of
Manawa Shares. The retention payments payable to Senior Managers are described in Section 11.13.
Except as described above, there is no agreement or arrangement (whether legally enforceable or not)
under which:
(a)any existing holder of equity securities in Manawa will or may receive in relation to, or as a
consequence of, the Scheme any additional consideration or other benefit over and above the
Consideration; or

Pg. 94
(b)any prior holder of equity securities in Manawa will or may receive any consideration or other
benefit as a consequence of the Scheme.
10.15Only one class of financial products is subject to the Scheme
The only financial products subject to the Scheme are the Manawa Shares. Accordingly, no report is
required to be obtained by Contact as to the fairness and reasonableness of the consideration and
terms of the Scheme as between different classes of financial products.

Pg. 95
11.MANAWA INFORMATION EQUIVALENT TO SCHEDULE 2 OF THE TAKEOVERS CODE
The information in this Section 11 contains information, to the extent applicable, that would be
provided by Manawa in a target company statement under Schedule 2 of the Takeovers Code.
11.1Date
This Scheme Booklet is dated 19 May 2025.
11.2Scheme
This Scheme Booklet relates to a scheme of arrangement between Manawa and its Shareholders in
relation to the proposed acquisition of the Scheme Shares by Contact.
11.3Scheme company
The name of the company to which the Scheme relates is Manawa Energy Limited.
Postal address:
Manawa Energy Limited
93 Cameron Road
Tauranga, 3110
New Zealand
Email: investor.relations@manawaenergy.co.nz
Phone number: 0800 35 35 35
11.4Directors of Manawa
The names of the Directors of Manawa are:
(a)Deion Campbell (Chair);
(b)Joanna Breare (Independent Director);
(c)Sheridan Broadbent (Independent Director);
(d)Phillippa Harford (Director);
(e)Michael Smith (Director); and
(f)Joseph Windmeyer (Director).

Pg. 96
11.5Ownership of equity securities of Manawa
Ownership interests of Directors and Senior Managers of Manawa
Manawa Shares
The table below sets out the number and the percentage of Manawa Shares or other Manawa equity
securities held or controlled by each Director or Senior Manager of Manawa or their associates as at
the date of this Scheme Booklet.
45

Name of Director or
Senior Manager
DescriptionNumber of Manawa
Shares or other
Manawa equity
securities held or
controlled at the date
of this Scheme Booklet
Percentage of total
Manawa Shares or other
Manawa equity
securities at the date of
this Scheme Booklet
Sheridan BroadbentDirector2,0840.001%
The information in the above table was provided on behalf of Directors or Senior Managers in response to
questionnaires circulated by Manawa after the entry into of the Scheme Implementation Agreement and is stated
as at 30 April 2025 (being the last practicable date before the date of this Scheme Booklet).
No other ownership of equity securities
Except as set out above, no other Director or Senior Manager or their associates holds or controls any
equity securities of Manawa as at the date of this Scheme Booklet.
46
Ownership interests of holders or controllers of 5% or more of Manawa Shares or other
Manawa equity securities
The table below sets out the number and the percentage of Manawa Shares held or controlled by any
other person holding or controlling 5% or more of the Manawa Shares or another class of Manawa
equity securities, to the knowledge of Manawa.
Holder or controller of 5% or
more of the Manawa Shares or
other Manawa equity securities
Number of Manawa Shares or
other Manawa equity securities
held or controlled at the date of
this Scheme Booklet
Percentage of total Manawa
Shares or other Manawa equity
securities at the date of this
Scheme Booklet
Infratil Limited
47
159,997,249 Manawa Shares51.122% of Manawa Shares
TECT Holdings Limited83,878,838 Manawa Shares26.801% of Manawa Shares
45
For the purposes of this Scheme Booklet, Manawa has treated Clayton Delmarter (Chief Executive Officer) and Phillip
Wiltshire (Chief Financial Officer) as Manawa’s Senior Managers in accordance with the Takeovers Code.
46
Director Deion Campbell is an Operating Partner at Morrison, which is the investment manager for Infratil Limited, and
Director Phillippa Harford is a Partner at Morrison and, previously, was the chief financial officer of Infratil Limited. Although
Infratil Limited has advised Manawa that it does not consider that it is associated with either of those Directors, for
completeness Manawa notes that Infratil Limited holds or controls 159,997,249 Manawa Shares, representing 51.122% of the
total number of Manawa Shares on issue.
47
Held by wholly-owned subsidiary, Infratil Investments Limited.

Pg. 97
Except as noted in the footnotes to the above table, the information in the above table was taken from substantial
product holder notices or was provided on behalf of the named persons in response to questionnaires circulated
by Manawa after the entry into of the Scheme Implementation Agreement and is stated as at 30 April 2025 (being
the last practicable date before the date of this Scheme Booklet).
Except as set out in the table above, to Manawa’s knowledge, no other person holds or controls 5% or
more of a class of equity securities of Manawa.
No Director or Senior Manager of Manawa or their associates,
48
and no person who, to Manawa’s
knowledge, holds or controls 5% or more of the Manawa Shares or other Manawa equity securities has
a relevant interest in a derivative for which the underlying is Manawa Shares.
Issue of equity securities or obtaining of beneficial interest in equity securities
No Director or Senior Manager of Manawa, or their associates, have, in the two year period ending on
the date of this Scheme Booklet:
(a)been issued with any equity securities of Manawa; or
(b)obtained a beneficial interest in any equity securities of Manawa under any Manawa employee
share scheme or other remuneration arrangement (including the Manawa Share Incentive
Plan).
11.6Trading in Manawa equity securities by Directors and Senior Managers of Manawa
No Manawa equity securities were acquired or disposed of by any Director or Senior Manager
(including their associates) of Manawa during the six month period before 30 April 2025 (being the
latest practicable date before the date of this Scheme Booklet).
11.7Trading in Manawa equity securities by holders or controllers of 5% or more of Manawa
equity securities
No Manawa equity securities were acquired or disposed of by any person known to Manawa as holding
or controlling 5% or more of a class of Manawa equity securities as at the date of this Scheme Booklet
during the six month period before 30 April 2025 (being the latest practicable date before the date of
this Scheme Booklet).
11.8Intentions to vote in favour of the Scheme
The table below sets out, as at the date of this Scheme Booklet, the name of every Director or Senior
Manager of Manawa and every associate of a Director or Senior Manager of Manawa who has advised
Manawa that he or she has undertaken or intends to vote, or to procure Manawa Shares controlled by
them be voted, in favour of the Scheme, and the number of Manawa Shares in respect of which the
person has undertaken or expressed an intention to vote, or to procure be voted, in favour of the
Scheme.
49
48
See footnote 46.
49
Each Director intends to vote all of the Manawa Shares he or she holds or controls in favour of the Scheme, in the absence of a
Superior Proposal. In addition, each Director reserves the right to vote against the Scheme if, prior to the Scheme Meeting, the
Independent Adviser changes the Independent Adviser’s valuation range for the Manawa Shares and, after that change, the
Consideration is below the Independent Adviser’s valuation range for the Manawa Shares.

Pg. 98
NameDescriptionNumber of Manawa Shares undertaken or
intended to be voted in favour
Sheridan BroadbentDirector2,084
The information in the above table was provided on behalf of Directors or Senior Managers in response to
questionnaires circulated by Manawa after the entry into of the Scheme Implementation Agreement and is stated
as at 30 April 2025 (being the last practicable date before the date of this Scheme Booklet).
11.9Ownership of equity securities of Contact or its related companies
Except as set out below in this Section 11.9, neither Manawa, nor any Director, Senior Manager or any
of their associates, holds or controls any equity securities of Contact or any Related Company of
Contact.
Name of Director or
Senior Manager
DescriptionNumber held or
controlled
Percentage of total
Joseph WindmeyerDirector6,718 Contact Shares0.001%
Joanna BreareDirector
1,531 Contact Shares
50
<0.001%
Sheridan BroadbentDirector572 Contact Shares<0.001%
11.10Trading in equity securities of Contact or its related companies
Except as set out below in this Section 11.10, neither Manawa, nor any Director, Senior Manager or any
of their associates, has acquired or disposed of any equity securities of Contact or any Related
Company of Contact during the six month period before 30 April 2025, being the latest practicable
date before the date of this Scheme Booklet.
Director,
Senior
Manager or
associate
DescriptionNumber of
equity
securities of
Contact
Designation
of equity
securities of
Contact
Price of total
number of
equity
securities of
Contact
Date
Joseph
Windmeyer
Director105 (acquired
pursuant to
participation
in Contact’s
dividend
reinvestment
plan)
Ordinary
Shares
$9.0374
(being the
strike price of
Contact’s
dividend
reinvestment
plan)
18 March 2025 (being
the record date of
Contact’s dividend
reinvestment plan)
Joanna
Breare
Director
1,092
51
Ordinary
Shares
$9.33 19 February 2025
50
Being 1,092 Contact Shares held jointly with Peter Morgan Godwin and L W Nominees Limited as trustees of The Godwin
Family Trust and 439 Contact Shares held jointly with Peter Morgan Godwin and L W Nominees Limited as trustees of the N J
G Trust.
51
Held jointly with Peter Morgan Godwin and L W Nominees Limited as trustees of The Godwin Family Trust.

Pg. 99
Director,
Senior
Manager or
associate
DescriptionNumber of
equity
securities of
Contact
Designation
of equity
securities of
Contact
Price of total
number of
equity
securities of
Contact
Date
Joanna
Breare
Director
439
52
Ordinary
Shares
$9.17521 February 2025
11.11Arrangements between Contact and Manawa
Except as set out below in this Section 11.11, no agreement or arrangement (whether legally enforceable
or not) has been made, or is proposed to be made, between Contact or any associates of Contact and
Manawa or any Related Company of Manawa, in connection with, in anticipation of, or in response to,
the Scheme.
Confidentiality agreement, exclusivity letters and communication and information sharing protocols
On 21 March 2024, Contact and Manawa entered into:
(a)a confidentiality agreement under which Contact agreed to keep information provided by
Manawa in connection with the Scheme confidential and to comply with customary process
obligations, including ‘standstill’ restrictions on Contact acquiring Manawa Shares, restrictions
on exclusive financing and consortium arrangements, and restrictions on the solicitation of
Manawa’s employees;
(b)an exclusivity letter under which Manawa agreed (i) to notify Contact if Manawa received
potential competing proposals and (ii) that, if certain criteria were satisfied, Contact would be
granted a limited period of exclusivity, subject to certain exceptions, to allow Contact to finalise
its due diligence and the parties to prepare and negotiate documentation required for the
Scheme. Those criteria were not satisfied and the exclusivity letter terminated on 30 June
2024; and
(c)a communication and information sharing protocol which governed Contact and Manawa’s
conduct and the provision of competitively sensitive information in relation to the Scheme to
ensure the parties’ compliance with the Commerce Act 1986.
On 7 August 2024, Manawa and Contact agreed to amend the confidentiality agreement to make
certain of the confidentiality obligations in that agreement reciprocal.
On 8 August 2024, Manawa and Contact entered into a second communication and information
sharing protocol which, like the protocol dated 21 March 2024, governed the conduct of the parties and
the provision of competitively sensitive information in relation to the Scheme to ensure the parties’
compliance with the Commerce Act 1986.
On 12 August 2024, Manawa and Contact entered into a new exclusivity letter. The new exclusivity
letter included customary obligations requiring Manawa to notify Contact if Manawa received a
52
Held jointly with Peter Morgan Godwin and L W Nominees Limited as trustees of the N J G Trust.

Pg. 100
competing proposal and granted Contact, subject to certain exceptions, a limited period of exclusivity
until 16 September 2024.
Scheme Implementation Agreement
On 11 September 2024, Contact and Manawa entered into the Scheme Implementation Agreement.
The material terms of the Scheme Implementation Agreement are summarised in Section 12.
A copy of the Scheme Implementation Agreement is available at www.manawaenergy.co.nz. In
addition, it was released to NZX on 11 September 2024. You can access information released by
Manawa to NZX at www.nzx.com (under the NZX code: MNW).
Disclosure letters
On 11 September 2024:
(a)Manawa provided a disclosure letter to Contact which contained certain disclosures relevant to
the warranties provided by Manawa in the Scheme Implementation Agreement and set out
certain other agreed matters in respect of the Scheme Implementation Agreement; and
(b)Contact provided a disclosure letter to Manawa which contained certain disclosures relevant to
the warranties provided by Contact in the Scheme Implementation Agreement and set out
certain other agreed matters in respect of the Scheme Implementation Agreement.
Deed Poll
Contact entered into the Deed Poll on 11 September 2024 which records that, under the Scheme Plan,
Manawa is appointed as attorney for the Scheme Shareholders. The terms of the Deed Poll are
summarised in Sections 6.1(g) and 10.8.
A copy of the Deed Poll is set out in Annexure B to this Scheme Booklet.
Escrow Agreement
Prior to Manawa applying to the High Court for the Final Orders, Manawa, Contact and
Computershare will enter into the Escrow Agreement which will set out detailed arrangements relating
to the implementation of the Scheme. The Escrow Agreement will provide for Computershare to
establish a trust account into which Contact will deposit the total Cash Consideration. The Escrow
Agreement will also set out the process for Computershare to follow to effect implementation of the
Scheme by transferring the Scheme Shares to Contact and paying the Cash Consideration to Scheme
Shareholders.
Voting agreement
On 11 September 2024, Contact entered into a voting agreement with Infratil, which is a Related
Company of Manawa. That voting agreement is described in Section 10.7 of this Scheme Booklet.
11.12Relationship between Contact and Directors and Senior Managers of Manawa
Except as set out in Section 10.10, no agreement or arrangement (whether legally enforceable or not)
has been made, or is proposed to be made, between Contact or any associate of Contact, and any
Director or Senior Manager of Manawa or any Related Company of Manawa in connection with, in
anticipation of, or in response to, the Scheme.

Pg. 101
No Directors or Senior Managers of Manawa are also directors or senior managers of Contact or any
Related Company of Contact.
11.13Agreement between Manawa and its Directors and Senior Managers
Except as set out below in this Section 11.13, no agreement or arrangement (whether legally
enforceable or not) has been made, or is proposed to be made, between Manawa or any Related
Company of Manawa and any Directors or Senior Managers of Manawa or its Related Companies or
their associates, under which a payment or other benefit may be made or given by way of
compensation for loss of office, or as to their remaining in or retiring from office in connection with, in
anticipation of, or in response to, the Scheme.
Retention payments
Manawa has entered into a retention incentive arrangement with:
(a)Clayton Delmarter, under which Clayton Delmarter was paid $400,000 on 2 April 2025 on the
basis that he remained employed by Manawa on 31 March 2025; and
(b)Phillip Wiltshire, under which Phillip Wiltshire was paid $250,000 on 2 April 2025, on the
basis that he remained employed by Manawa on 31 March 2025.
Acceleration of LTI entitlements
The Manawa Share Incentive Plan was established to incentivise senior management and increase
shareholder value over time. Clayton Delmarter and Phillip Wiltshire have been invited to participate
in the Manawa Share Incentive Plan. Under the terms of the Manawa Share Incentive Plan, if certain
performance hurdles and metrics are met (including achievement of targets measured by absolute and
relative total shareholder returns on Manawa Shares), participants will receive a cash entitlement,
which may be applied to the purchase of Manawa Shares on-market or settled in cash at the discretion
of the Board.
Under the terms of the Manawa Share Incentive Plan, in the event of a successful takeover of Manawa,
participants will receive any cash entitlement which has accrued under the terms of the Manawa Share
Incentive Plan early and such entitlement will be paid in cash only (and not applied to acquire Manawa
Shares on-market). For the purposes of calculating the cash entitlement to be paid to Clayton
Delmarter and Phillip Wiltshire under the Manawa Share Incentive Plan, the date that the Manawa
Shares are delisted from the NZX Main Board or such earlier date as determined by the Board, will be
used to calculate the absolute and relative total shareholder return. Given that Manawa Shareholders
will be issued with New Contact Shares, the total shareholder return metrics, and therefore the cash
entitlement to be paid under the Manawa Share Incentive Plan to Clayton Delmarter and Phillip
Wiltshire, will vary in accordance with fluctuations in the price of Contact Shares and relative to the
performance of those companies considered when determining relative total shareholder return. Based
on the closing price of Contact Shares on the NZX Main Board of $8.86 as at 30 April 2025, the Cash
Consideration of $1.12 per Manawa Share and the exchange ratio of 0.5830 (as adjusted in accordance
with the Scheme Implementation Agreement), and the share prices of the relevant peer companies, the
estimated cash entitlement to be paid to Clayton Delmarter and Phillip Wiltshire, is $257,000 and
$326,000, respectively. The final amounts will be calculated by the Board on or following the date on
which the Scheme Resolution is passed and on or before the Implementation Date.