Electric Power Development Co., Ltd. (headquartered in Chuo-ku, Tokyo; president: Hitoshi Kanno; 'J-POWER') announced that today our group has decided to begin procedures to acquire 100% of the issued shares ('the share acquisition') of Genex Power Limited (headquartered in Sydney, Australia; CEO: Craig Francis; 'Genex') and convert Genex into a subsidiary.

Genex develops, constructs, and operates renewable energy and energy storage facilities in Australia. For the share acquisition, J-POWER plans to purchase the shares held by all shareholders of Genex with cash through a wholly owned subsidiary designated by J-POWER (investment ratio: 100%) using a scheme of arrangement (SOA) procedure under Australia's Corporations Act, one of the methods for acquiring 100% of the shares of a company listed in Australia. Today, J-POWER entered into a transaction implementation deed with Genex, which sets out the terms of the agreement for the share acquisition.

The implementation of the SOA requires the approval of Genex's shareholders at a general meeting for the acceptance of the share acquisition and the approval of an Australian court, among other requirements. 1. Reasons for the Share Acquisition In line with J-POWER's corporate philosophy, which states, 'We will meet people's needs for energy without fail, and play our part in the sustainable development of Japan and the rest of the world,' J-POWER has strived for over 70 years to efficiently supply stable sources of electricity and has expanded business operations globally. Today, balancing a stable energy supply with a response to climate change is the most critical issue for the sustainability of human civilization. Given this situation, J-POWER formulated J-POWER BLUE MISSION 2050 in February 2021 and is accelerating initiatives to achieve a carbon-neutral and hydrogen-based world by 2050.

In Australia, the federal government submitted a target to the United Nations in June 2022to reduce greenhouse gas emissions by 43% from 2005 levels by 2030 and to achieve net zero emissions for the entire country by 2050. Australia is expected to introduce approximately 40 GW of renewable energy and approximately 30 GW of energy storage facilities by 2035. Genex is developing a 'clean energy hub' consisting of solar, pumped hydro, and wind power generation at the Kidston site in Queensland. J-POWER has built a deep relationship of trust with Genex since 2020 through the joint development of renewable energy projects. By accelerating the development of renewable energy and energy storage facilities together with Genex through the share acquisition, J-POWER is confident of significantly contributing to achieving the Australian government's greenhouse gas emission reduction targets and goals of J-POWER's BLUE MISSION 2050. 2. Scheme and Schedule for the Share Acquisition The share acquisition will be implemented through an SOA under Australia's Corporations Act. By satisfying several conditions, such as the approval of the share acquisition proposal at Genex's shareholders' meeting (approval by 75% or more, based on a voting rights, and by a majority of the voting shareholders present), approval by an Australian court, and approval by Australia's Foreign Investment Review Board, J-POWER will be able to acquire 100% of the shares. This includes the shares held by shareholders who are opposed or did not participate in the resolution. The details of the SOA, specifically the consideration per share, preconditions, procedures, representations and warranties, as well as the schedule, are stipulated in the transaction implementation deed. The currently anticipated schedule is shown below. If everything goes as planned, the share acquisition will be implemented as early as July 2024

Contact:

Fax: (81)3-3546-9532

(C) 2024 Electronic News Publishing, source ENP Newswire