AusNet Services : Court approves convening of Scheme Meeting

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ASX Announcement

16 December 2021

Court approves distribution of Scheme Booklet and

convening of Scheme Meeting

and Scheme Booklet registered with ASIC

AusNet Services Ltd (AusNet) is pleased to provide the following update in relation to the proposed acquisition of AusNet by Australian Energy Holdings No 4 Pty Ltd (Bidder) (a company controlled by Brookfield Asset Management, Inc.) by way of a scheme of arrangement (Scheme).

The Supreme Court of New South Wales (Court) has today made orders:

• that AusNet convene a meeting of AusNet shareholders to consider and vote on the proposed Scheme (Scheme Meeting); and
• approving the despatch of an explanatory statement providing information about the Scheme and attaching the Notice of Meeting (Scheme Booklet).

The Scheme Booklet has also today been registered with the Australian Securities and Investments Commission.

Scheme Booklet/Independent Expert's Report

A copy of the Scheme Booklet is attached to this announcement.

The Scheme Booklet provides AusNet shareholders with information about the Scheme. AusNet shareholders are advised to read the Scheme Booklet in its entirety before making a decision on whether or not to vote in favour of the Scheme.

The Scheme Booklet includes a copy of the Independent Expert's Report prepared by Grant Samuel & Associates Pty Limited (Independent Expert). The Independent Expert has concluded that the Scheme is fair and reasonable and, therefore, is in the best interests of AusNet shareholders (in the absence of a superior proposal). The Independent Expert has assessed the full underlying value of AusNet shares at between $2.45 and $2.70 per AusNet share. The cash amount payable by Bidder for each AusNet share under the Scheme is $2.6025 (which, when added to AusNet's interim unfranked dividend for the half year ended 30 September 2021 of $0.0475 per AusNet share to be paid on 16 December 2021 (Interim

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Dividend), equates to a total cash amount of $2.65 per AusNet share).1 The total cash amount of $2.65 per AusNet share is near the top of the Independent Expert's valuation range. The Independent Expert's conclusions should be read in context with the full Independent Expert's Report and the Scheme Booklet.

Directors' recommendation

The AusNet Board unanimously recommends that AusNet shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of AusNet shareholders. Each AusNet Director intends to vote all the AusNet shares held or controlled by them in favour of the Scheme, subject to the same qualifications.

Accessing the Scheme Booklet

The Scheme Booklet is enclosed with this announcement. The Scheme Booklet is also available electronically for viewing and downloading at www.ausnetservices.com.auand at www.edocumentview.com.au/AST2022SM.

In addition, all AusNet shareholders will receive a letter (sent by post to their registered address) enclosing a personalised proxy form and the Notice of Meeting and containing details of where they can view and download the Scheme Booklet. This letter will be sent to AusNet shareholders shortly. AusNet shareholders who have previously elected to receive communications electronically will also receive an email to their nominated email address, which will contain instructions about how to view and download a copy of the Scheme Booklet.

AusNet shareholders who wish to receive a printed copy of the Scheme Booklet may request one by calling the AusNet Shareholder Information Line on 1300 540 303 (within Australia) or [phone] (outside Australia), Monday to Friday (excluding public holidays, other than Wednesday, 26 January 2022) between 9.00am and 5.00pm (Melbourne time).

Scheme Meeting

The Scheme Meeting will be held online at 11.00am (Melbourne time) on Friday, 28 January 2022. There will be no physical Scheme Meeting. AusNet shareholders (or their proxies, attorneys or corporate representatives) will be able to virtually attend and vote at the Scheme Meeting by using a web browser at https://meetnow.global/AST2022on a smartphone, tablet or computer.

1 AusNet shareholders will only receive the Interim Dividend if they held their AusNet shares as at the Interim Dividend record date of 17 November 2021. If the AusNet shares were not held as at the Interim Dividend record date, the total cash amount that AusNet shareholders will receive for each of their AusNet shares will be $2.6025.

2

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If you are an AusNet shareholder entitled to attend and vote at the Scheme Meeting, your username is your SRN/HIN. Your password is the postcode of your registered address for your holding if you are an Australian shareholder. If you are an overseas shareholder, no password is required and instead please select your country from the drop-down list. Please refer to the online meeting user guide at www.computershare.com.au/ASTmeetingguidefor further details.

All AusNet shareholders are encouraged to vote either by attending and voting at the virtual Scheme Meeting or by lodging a proxy to attend and vote at the virtual Scheme Meeting. The Notice of Meeting provides information on how to lodge your proxy form (if applicable).

Further Information

AusNet shareholders can obtain further information in relation to the Scheme Booklet, the Scheme or the Scheme Meeting by calling the AusNet Shareholder Information Line on 1300 540 303 (within Australia) or [phone] (outside Australia), Monday to Friday (excluding public holidays, other than Wednesday, 26 January 2022) between 9.00am and 5.00pm (Melbourne time).

AusNet is being advised by Adara Partners and Citigroup as financial advisers, and by Allens as legal adviser.

This announcement was authorised for release by the Board of AusNet Services Ltd.

Investor Relations Enquiries	Media Enquiries
Adrian Hill	Jim Kelly
General Manager	Domestique Consulting
Strategy & Corporate Development	[phone]
[phone]

3

onlySCHEME BOOKLET

In relation to the proposed acquisition of AusNet Services Ltd (AusNet) by Australian Energy Holdings No 4 Pty Ltd (Bidder) by way of Scheme of Arrangement.

use
VOTE
IN FAVOUR
personal
Your Directors unanimously recommend
that you vote in favour of the scheme
in the absence of a superior proposal
a	d subject to the independent expert
c	ntinuing to conclude that the scheme

is in the best interests of AusNet hareholders.

As a result of the potential health risks associated with large gatherings, and the ongoing COVID-19 pandemic, the Scheme Meeting is Forscheduled to be held online at 11.00am (Melbourne time) on Friday, 28 January 2022.

This Scheme Booklet is important and requires your prompt attention. You should read it in its entirety, and consider its contents carefully, before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about what you should do, you sh uld consult with a financial, legal, taxation or other professional adviser.

If you have any questions in relation to this Scheme Booklet or the Scheme, please contact the AusNet Shareholder Information Line on 1300 540 303 (within Australia) or [phone] (outside Australia), Monday to Friday (excluding public holidays, other than Wednesday, 26 January 2022) between 9.00am and 5.00pm (Melbourne time).

This Scheme Booklet is prepared for persons shown in the AusNet Share Register as holding AusNet Shares. If you have recently sold all of your AusNet Shares, please disregard this Scheme Booklet.

Financial Advisers	Legal Adviser

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Important notices

Nature of this Scheme Booklet

This Scheme Booklet provides AusNet Shareholders with information about the proposed acquisition of AusNet by Bidder. You should review all of the information in this Scheme Booklet carefully. Section 1.1 sets out the reasons why you should vote in favour of the Scheme and section 1.2 sets out the reasons why you may wish to vote against the Scheme.

Defined terms

A number of defined terms are used in this Scheme Booklet. These terms are explained in section 9 of this Scheme Booklet.

No investment advice

The information contained in this Scheme Booklet does not constitute financial product advice and has been prepared without reference to your own investment objectives, financial situation, taxation position or particular needs. It is important that you read this Scheme Booklet in its entirety before making any investment decision and any decision as to whether or not to vote in favour of the Scheme. If you are in any doubt in relation to these matters, you should consult with a financial, legal, taxation or other professional adviser.

Not an offer

This Scheme Booklet does not constitute or contain an offer to AusNet Shareholders, or a solicitation of an offer from AusNet Shareholders, in any jurisdiction.

Foreign jurisdictions

The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Scheme Booklet has been prepared in accordance with Australian law and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations outside of Australia.

Regulatory information

This Scheme Booklet is the explanatory statement for the Scheme of Arrangement between AusNet and the Scheme Shareholders for the purposes of section 412(1) of the Corporations Act. A copy of the proposed Scheme is included in this Scheme Booklet in Schedule 2.

A copy of this Scheme Booklet was provided to ASIC for examination in accordance with section 411(2)(b) of the Corporations Act and was lodged with ASIC for registration under section 412(6) of the Corporations Act. It was then registered by ASIC under section 412(6) of the Corporations Act before being sent to AusNet Shareholders.

ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the Court hearing to approve the Scheme. Neither ASIC nor any of its officers takes any responsibility for the contents of this Scheme Booklet.

A copy of this Scheme Booklet will be lodged with the ASX. Neither the ASX nor any of its officers takes any responsibility for the contents of this Scheme Booklet.

Notice of Meeting

The Notice of Meeting is set out in Schedule 4. AusNet Shareholders will be asked at the Scheme Meeting to vote on the Scheme Resolution.

AusNet Shareholder's right to appear at the Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting.

Any AusNet Shareholder may appear at the Second Court Hearing, expected to be held at 9.15am (Melbourne time) on Thursday, 3 February 2022 at the Supreme Court of New South Wales, Law Courts Building, 184 Phillip Street, Sydney.

Any AusNet Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on AusNet a notice of appearance in the prescribed form together with any affidavit that the AusNet Shareholder proposes to rely on.