Infratil believes offer price is fair and reasonable

Infratil believes offer price is fair and reasonable

Infratil Limited ("Infratil") notes the statement released by the independent directors of Tilt Renewables Limited ("Tilt Renewables") on 4 September in relation to the full cash takeover offer ("Offer") by Infratil 2018 Limited and Mercury NZ Limited ("TLT JV"). Infratil continues to believe that the NZ$2.30 Offer price is reasonable and more than fair. Infratil emphasises the following key points:

• The NZ$2.30 per share Offer price represents a 24.3% premium to the closing share price of Tilt Renewables before any indication of potential takeover related activity, recognising the value of Tilt Renewables' pipeline of opportunities including the Dundonnell wind farm.

• The Offer price is higher than all of the broker analyst 12-month price targets and 6.8% higher than the average broker analyst 12-month price target prior to the announcement of the Offer.

• The Offer price is higher than the maximum closing price of Tilt Renewables over the 18 months prior to the announcement of the Offer.

• The Tauranga Energy Consumer Trust, the third largest shareholder in Tilt Renewables, recently sold a 19.99% holding in Tilt Renewables for NZ$2.30 and granted an option over the remainder of its stake at the same price. If the Offer is declared fully unconditional, it is intended that this remaining 6.81% holding will be sold into the Offer consistent with the terms of the option. The only substantive condition of the Offer has already been satisfied and TLT JV expects to receive information shortly that will allow it to confirm its expectation that all outstanding conditions can be waived or declared satisfied.

• There is significantly increased political and regulatory uncertainty in the Australian renewable energy sector at this time, affecting Tilt Renewables' outlook and value and the broader prospects for the renewable energy industry.

• The value of the Tilt Renewables pipeline of development options is highly dependent on a number of factors, including: long-term electricity prices, trends in underlying generation and storage technologies, retirement of existing thermal generation assets, Federal and State renewable settings, and the quality and quantity of competing generation sites and development capital.

Any enquiries should be directed to:

Mark Flesher, Investor Relations, Infratil Limited