The Board of directors of AGL Energy Limited (ASX:AGL) agreed to spin-off AGL Australia Limited on June 30, 2021. AGL Energy intends to hold a scheme and general meeting to enable shareholders to vote on the proposal, and to complete the demerger in the fourth quarter of the financial year ending 30 June 2022 (FY22) subject to final AGL Energy Board, ATO and relevant regulatory, court and shareholder approvals. Under the demerger proposal, AGL Energy will become Accel Energy Limited and a new entity, AGL Australia Limited (AGL Australia) will be demerged. AGL Energy Shareholders will retain their existing AGL Energy Shares and AGL Energy will be renamed “Accel Energy”After the demerger, AGL Energy shareholders would hold one share in each of Accel Energy and AGL Australia for every share they own in AGL Energy on the applicable record date. Peter Botten AC, CBE, currently Chair of AGL Energy, will continue as Chair when the company becomes Accel Energy. Graeme Hunt, currently Interim Managing Director & CEO of AGL Energy, has been identified as Managing Director & CEO of Accel Energy. As per the disclosure of May 6, 2022, AGL Energy Limited announced that the Supreme Court of New South Wales has ordered, among other things, that a meeting (Scheme Meeting) of AGL Energy shareholders be convened to vote on a scheme of arrangement for the proposed demerger of AGL Australia Limited (AGL Australia) by AGL Energy (Demerger). The AGL Energy Directors unanimously recommend that shareholders vote in favor of the resolutions to be considered at the Scheme Meeting and at a preceding general meeting (General Meeting) (Demerger Resolutions). Each AGL Energy Director intends to vote, or cause to be voted, any AGL Energy shares that he or she holds or controls in favor of the Demerger Resolutions. The scheme meeting is scheduled to take place on June 15, 2022. On May 25, 2022, AGL Energy issued letter to its shareholders for voting in favor the transaction. The record date has been set as June 23, 2022 and implementation date is June 30, 2022.

Macquarie Capital (Australia) Limited acted as financial advisor for AGL Energy. As of August 12, 2021, Grant Samuel Group Limited acted as fairness opinion provider to AGL Energy Limited. Herbert Smith Freehills acted as legal advisor to AGL Energy. Pricewaterhousecoopers Securities Limited, Deloitte Corporate Finance Limited and Deloitte Touche Tohmatsu Australia acted as accountants to AGL Energy. Computershare Investor Services Pty Limited acted as registrar to AGL Energy and AGL Australia. Graeme Hunt had been identified as the Managing Director & CEO of Accel Energy and Christine Corbett had been identified as the Managing Director & CEO of AGL Australia. AGL's head of future business and technology, John Chambers, will depart in February 2022; head of corporate affairs Liz McNamara and head of strategy and corporate development Joao Segorbe will leave at the demerger; and company secretary John Fitzgerald will depart six months after, expected to be in December 2022. demerged businesses would be shifting their corporate headquarters from Sydney to Melbourne. This transaction is expected to take place in June 2022.

AGL Energy Limited (ASX:AGL) cancelled the spin-off of AGL Australia Limited on May 30, 2022. Having regard to anticipated voter turnout and stated opposition from a small number of investors including Grok Ventures, AGL Energy believes the Demerger Proposal will not receive sufficient support to meet the 75% approval threshold for a scheme of arrangement. In these circumstances, the AGL Energy Board considers that it is in the best interests of AGL Energy shareholders to withdraw the Demerger Proposal.