Renu Energy : Becoming a substantial holder – Ricato »

ReNu Energy Limited ACN: 095 006 090

Annexure A

This is Annexure A of 1 page referred to in Form 603: Notice of initial substantial shareholder

Loan share plan terms
Issue Date	14 December 2018
Number of Plan Shares	8,655,000 Plan Shares in 3 equal tranches of 2,885,000 Plan Shares. The Plan Shares in each tranche are calledTranche 1 Shares,Tranche 2 SharesandTranche 3 Shares.
Issue Price	$0.104, being the volume weighted average price (VWAP) of the Company's shares calculated over the 30 trading day period ending on the date immediately prior to the Issue Date.
Vesting Conditions	The Plan Shares will vest if the following conditions are satisfied: •Earliest Vesting Date: the Managing Director, Craig Ricato has been continuously employed by the Company from the Issue Date to 6 July 2019, being the date that is 12 months after his appointment as Managing Director; and •Target Price: for each tranche the VWAP of the Company's shares over any 20 trading day period is at least the Target Price. Plan Shares will also vest if there is a change of control event.
Target Price	The Target Price is: •for Tranche 1 Shares-$0.20 per share; •for Tranche 2 Shares-$0.40 per share; and •for Tranche 3 Shares-$0.50 per share.
Loan	•The Company has provided the holder of the relevant interest a limited recourse loan to fund the acquisition of the Plan Shares (Loan). •The total amount of the Loan is $900,120. •The Loan is immediately repayable in certain circumstances, including on termination of employment.
Restrictions on sale	Subject to Board approval, a Plan Share cannot be sold until: •the Plan Share has vested; and •the balance of the Loan relating to the Plan Share has been repaid or discharged in accordance with the Loan Agreement.

ReNu Energy

20181214 Annexure A (C Ricato)

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