Frequently Asked
Questions

This Transaction Booklet has been sent to you because you are a Genex Shareholder.

The Transaction Booklet is intended to help you to decide:

• how to vote on the Scheme Resolution, which must be passed by the Requisite Majorities at the Scheme Meeting to allow the Scheme to proceed; and
• whether to accept or reject the Takeover Offer.

You should read the Transaction Booklet carefully and, if necessary, consult your legal, taxation, financial or other professional adviser before making a decision in respect of the Transaction.

The Transaction is a proposal from J-POWER (through J-POWER Nominee) to acquire all of your Genex Shares by way of the Scheme for $0.275 in cash per Genex Share and a simultaneous offer to acquire all of your Genex Shares under the Takeover Offer for $0.270 in cash per Genex Share.

While there are two alternative transactions for the purposes of implementing J-POWER Nominee’s acquisition of Genex, only one of these alternatives (either the Scheme or the Takeover Offer) can proceed to completion (see “Why is there a Scheme and a simultaneous Takeover Offer?” below).

The Transaction Booklet has been sent to you because you are a Genex Shareholder and Genex Shareholders have decisions to make in relation to the Transaction.

For the reasons set out in the Transaction Booklet, the Genex IBC unanimously recommends that you:

• vote in favour of the Scheme at the Scheme Meeting; and
• accept the Takeover Offer,

in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that, in respect of the Scheme, it is fair and reasonable and in the best interests of Genex Shareholders (other than Excluded Genex Shareholders) and, in respect of the Takeover Offer, it is fair and reasonable.

You should carefully read the Transaction Booklet in its entirety before making any decision in relation to the Transaction.

The Scheme can only proceed if, in addition to the other Scheme Conditions being satisfied (or, if applicable, waived), the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) (being more than 50% in number present and voting (either in person (either by being physically present at the Scheme Meeting venue or attending via the Online Scheme Meeting Platform) or by proxy, attorney or, in the case of corporate Genex Shareholders, its duly appointed corporate representative), and at least 75% of votes cast, at the Scheme Meeting) vote in favour of the Scheme Resolution. Excluded Genex Shareholders (being Genex Shareholders that hold the J-POWER Genex Shares) are not eligible to vote on the Scheme Resolution and are excluded from the Requisite Majorities.

The simultaneous Takeover Offer can proceed with a different and lower acceptance threshold (compared to the approval threshold required in respect of the Scheme, as described above), that is, if acceptances are received from Genex Shareholders such that J-POWER Nominee has a Relevant Interest in at least 50.1% of the Genex Shares and the other Takeover Conditions are fulfilled or, if applicable, waived. Under the terms of the Takeover Offer, J-POWER Nominee retains the discretion to waive the 50.1% Minimum Acceptance Takeover Condition subject to either J-POWER Nominee having a Relevant Interest in at least 40% of the Genex Shares on issue²⁶ and provided that the waiver (together with the waiver of any other applicable Takeover Conditions at the same time) causes acceptances under any Takeover Acceptance Facility (including the Institutional Acceptance Facility) to be unable to be withdrawn, or, otherwise, with the prior written consent of Genex. Accordingly, subject to the valid waiver of the 50.1% Minimum Acceptance Takeover Condition (where J-POWER Nominee is entitled to do so), the Takeover Offer may proceed subject to an even lower acceptance threshold.

The Takeover Offer enhances the possibility of delivering value to Genex Shareholders (that accept the Takeover Offer) by increasing the prospects of a successful acquisition of Genex by J-POWER Nominee should the Scheme not be approved by the Requisite Majorities at the Scheme Meeting or by the Court.

J-POWER Nominee is the company that is offering the $0.275 cash price for your Genex Shares under the Scheme and the $0.270 cash price for your Genex Shares under the Takeover Over.

J-POWER Nominee is an Australian proprietary company limited by shares and is an indirect wholly-owned subsidiary of J-POWER.

J-POWER is a Japanese electric power generation and transmission business listed on the Tokyo Stock Exchange with a market capitalisation of approximately A$4.56 billion²⁷ as at the Last Practicable Trading Date. J-POWER has one of the largest installed capacities in Japan centred on hydro-electric and wind power and has total diversified power generation capacity of 26GW.

In Australia, J-POWER has invested in three Australian coal mines: the Clermont Coal Mine, the Narrabri Coal Mine and the Maules Creek Coal Mine. J-POWER is also engaged in two joint venture projects with Genex in the renewable energy sector, being the development of the up to 258MW Kidston Stage-3 Wind Project and the development of the up to 2GW Bulli Creek Battery and Solar Project. J-POWER is also a participant in the Hydrogen Energy Supply Chain (HESC) Pilot Project which was completed in 2022 with production of clean hydrogen via extraction from Latrobe Valley coal in Victoria.

J-POWER intends on funding the Scheme Consideration and the Takeover Consideration from the J-POWER Group's existing cash reserves, as described in Section 8.6.

J-POWER and J-POWER Nominee have each executed the Scheme Deed Poll under which they each covenant in favour of Scheme Shareholders that, subject to the Scheme becoming Effective, they will provide or procure the provision of the Scheme Consideration to each Scheme Shareholder and perform the obligations attributed to them under the Scheme.

On the basis of the funding arrangements described above and in Section 8.6 of the Transaction Booklet, J-POWER and J-POWER Nominee each believe that it will be able to satisfy its obligations to pay the Scheme Consideration or Takeover Consideration (as applicable) as and when due under the terms of the Scheme or the Takeover Offer, respectively.

As described in Section 8.8(a), as at the date of the Transaction Booklet, J-POWER has a Relevant Interest in 7.72% of the Genex Shares on issue at the date of the Transaction Booklet (being the J-POWER Genex Shares).

A scheme of arrangement is a statutory procedure that is commonly used in transactions which may result in a change of ownership or control of an ASX-listed company.

The Scheme is a scheme of arrangement between Genex and Genex Shareholders (other than Excluded Genex Shareholders) under which, if the Scheme Resolution is passed by the Requisite Majorities at the Scheme Meeting and all other Scheme Conditions are satisfied (or, if applicable waived), will result in:

• J-POWER Nominee acquiring all of the Genex Shares (that J-POWER Nominee²⁸ does not already own); and
• each Scheme Shareholder receiving the Scheme Consideration from J-POWER or J-POWER Nominee, being $0.275 in cash for each Genex Share held by that Scheme Shareholder as at the Scheme Record Date.

If the Scheme is implemented, Genex Shareholders (other than Excluded Genex Shareholders) will receive the Scheme Consideration from J-POWER or J-POWER Nominee, being $0.275 in cash for each Genex Share held by that Genex Shareholder as at the Scheme Record Date.

The Scheme Consideration of $0.275 in cash per Genex Share represents a significant premium to recent undisturbed trading prices of Genex Shares, including:

• 49% premium to the closing Genex Share price on the ASX of $0.185 on the Last Undisturbed Trading Date (being Friday, 1 March 2024);
• 56% premium to the one-month VWAP of Genex Shares of $0.176 per Genex Share up to (and including) the Last Undisturbed Trading Date;
• 58% premium to the three-month VWAP of Genex Shares of $0.174 per Genex Share up to (and including) the Last Undisturbed Trading Date; and
• 65% premium to the six-month VWAP of Genex Shares of $0.166 per Genex Share up to (and including) the Last Undisturbed Trading Date.

If the Scheme becomes Effective (after all Scheme Conditions are satisfied (or, if applicable, waived)), the Scheme Consideration will be sent to Scheme Shareholders on the Scheme Implementation Date (currently expected to be Wednesday, 31 July 2024).

If the Scheme is implemented, J-POWER Nominee will hold all of the Genex Shares on issue. J-POWER's present intentions if the Scheme is implemented include to:

• continue to support the strategic direction of Genex’s business and attempt to accelerate the growth of Genex and the completion of its projects; and

• conduct a broad-based general review of Genex’s strategic, financial and commercial operations to:

  • identify opportunities on how to best integrate the businesses of J-POWER and Genex and to achieve greater efficiencies and synergy benefits over time; and
  • determine the optimal manner of operating and managing the Genex businesses going forward.

All statements in this answer and Section 8.7 in respect of J-POWER Nominee’s intentions for Genex following the Scheme being implemented are statements of current intention only based on information available to J-POWER Nominee as at the date of the Transaction Booklet and may change as new information becomes available to J-POWER or as circumstances change.

The key remaining steps to implement the Scheme are:

• approval of the Scheme Resolution by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) at the Scheme Meeting;
• the satisfaction (or, if applicable, waiver) of the remaining Scheme Conditions (as described below);
• Court approval of the Scheme at the Second Court Hearing; and
• lodgement of the Court order with ASIC, which will cause the Scheme to become Effective.

Following lodgement of the Court order with ASIC, the Scheme will become Effective and will be implemented on the Scheme Implementation Date. If the Scheme is implemented:

• Genex Shareholders (other than Excluded Genex Shareholders) will receive the Scheme Consideration of $0.275 in cash for each Genex Share held by those Genex Shareholders as at the Scheme Record Date; and
• all Genex Shares held by Scheme Shareholders will be transferred to J-POWER Nominee.

Section 5 (Overview of the Scheme) contains further details of the steps required to implement the Scheme (and further details of the Scheme itself), including a description of the Requisite Majorities required for the Scheme Resolution to be passed and other Scheme Conditions that must be satisfied (or, if applicable, waived) for the Scheme to proceed.

Yes. For the Scheme to become Effective and implemented, the Scheme Conditions must be satisfied (or, if applicable, waived). These Scheme Conditions are summarised in Section 5.3 and are set out in full in clause 3.1 of the Transaction Implementation Deed. Section 11.12 sets out a summary of the status of each relevant Scheme Condition as at the date of the Transaction Booklet.

The Scheme will not proceed unless all the Scheme Conditions are satisfied (or, if applicable, waived) in accordance with the Scheme and the Transaction Implementation Deed.

As at the date of the Transaction Booklet, no Genex IBC Member is aware of any circumstances which would cause any Scheme Condition to not be satisfied.

Yes. As described in Section 5.3(f), for the Scheme to become Effective and be implemented, the No Material Adverse Change Scheme Condition must be satisfied (or waived by J-POWER). The definition of “Genex Material Adverse Change” in Section 14 (Glossary) sets out what will constitute a Genex Material Adverse Change for the purpose of this Scheme Condition.

As at the date of the Transaction Booklet, no Genex IBC Member is aware of any circumstances which would cause the No Material Adverse Change Scheme Condition to not to be satisfied.

Yes, the Scheme is subject to the FIRB Scheme Condition.

It is a Scheme Condition that, in summary, J-POWER has received written notice by or on behalf of the Treasurer advising that the Commonwealth Government has no objections to the Scheme (or the Treasurer ceases to become entitled to make an order prohibiting the implementation of the Scheme under FATA) – this is commonly known as “FIRB approval”.

An application for FIRB approval was submitted to FIRB by J-POWER on 8 March 2024. As at the date of the Transaction Booklet, the Treasurer has not yet provided notice that the Commonwealth Government has no objection to the Scheme under the FATA and the FIRB Scheme Condition remains unsatisfied.

While, as at the date of the Transaction Booklet, neither Genex nor J-POWER or J-POWER Nominee is aware of any circumstances which would cause the FIRB Scheme Condition to not be satisfied, it is possible that the requirement for FIRB approval for the Scheme to proceed may result in a delay to the date of the Scheme Meeting and/or implementation of the Scheme.

Subject to the satisfaction or waiver (as applicable) of the Scheme Conditions, the Scheme will become Effective on the Effective Date (currently expected to be Monday, 22 July 2024) and will be implemented on the Scheme Implementation Date (currently expected to be Wednesday, 31 July 2024).

If the Scheme does not become Effective:

• Genex Shareholders will not receive the Scheme Consideration;
• the Takeover Offer will become the only offer available to Genex Shareholders from J-POWER (or J-POWER Nominee);
• Genex Shareholders will continue to hold Genex Shares (unless they accept the Takeover Offer and the Takeover Offer is declared or otherwise becomes unconditional);
• a Break Fee of $3,515,014 (excluding GST, if any) may be payable by Genex to J-POWER in certain circumstances (unless the Takeover Offer is declared or otherwise becomes unconditional)²⁹; and
• in the absence of a party acquiring control of Genex and seeking its delisting from the ASX, Genex will continue as an ASX-listed entity and, as such, Genex Shareholders will be exposed to the risks relating to Genex’s business, including those outlined in Sections 9.2 and 9.3.

All Genex Shareholders registered on the Genex Share Register as the holders of Genex Shares at the Scheme Record Date (other than Excluded Genex Shareholders) will be Scheme Shareholders and, therefore, will participate in the Scheme and receive the Scheme Consideration of $0.275 for each Genex Share held on the Scheme Record Date if the Scheme is implemented.

As described in Section 5.4(c), under the terms of the Scheme, the J-POWER Genex Shares (and any other Genex Shares held by the Excluded Genex Shareholders) will not be acquired by J-POWER Nominee under the Scheme and, accordingly, J-POWER Nominee (and any other Excluded Genex Shareholder) will not be Scheme Shareholders (that is, J-POWER Nominee (and any other Excluded Genex Shareholders) will not participate in the Scheme). As a result, the Scheme must be approved by the Requisite Majorities, which excludes the Excluded Genex Shareholders, and the Excluded Genex Shareholders will not be entitled to vote on the Scheme Resolution at the Scheme Meeting.

An Excluded Genex Shareholder is any Genex Shareholder that:

• is a J-POWER Group Member; or
• holds any Genex Shares on behalf of, or for the benefit of, any J-POWER Group Member and does not hold Genex Shares on behalf of, or for the benefit of, any other person,

and includes J-POWER Nominee, which holds the J-POWER Genex Shares.

As at the date of the Transaction Booklet, the only Excluded Genex Shareholder is J-POWER Nominee.

An Excluded Genex Shareholder at the Scheme Record Date will not be a Scheme Shareholder and, therefore, will not participate in the Scheme. Accordingly, the Excluded Genex Shareholders will not be entitled to vote on the Scheme Resolution at the Scheme Meeting.

The Scheme Meeting will be held as a hybrid meeting at 10:00am on Tuesday, 16 July 2024.

Eligible Genex Shareholders and duly appointed proxies, attorneys and corporate representatives of Genex Shareholders can attend, participate and vote at the Scheme Meeting in person at the office of Gilbert + Tobin, Level 35, Tower Two, International Towers, 200 Barangaroo Avenue, Barangaroo  NSW  2000 or through the Online Scheme Meeting Platform.

Genex Shareholders who participate in the Scheme Meeting through the Online Scheme Meeting Platform will be able to listen to the Scheme Meeting and cast a vote and ask questions online through the Online Scheme Meeting Platform.

Full details of how to vote at the Scheme Meeting (including through the Online Scheme Meeting Platform) are set out in Section 2 (How to participate in, and vote at, the Scheme Meeting and accept the Takeover Offer) and the Scheme Meeting Online Guide at Attachment C.

Genex Shareholders (other than Excluded Genex Shareholders) will be asked at the Scheme Meeting to vote on the Scheme Resolution to approve the Scheme.

The Scheme Resolution is set out in the Notice of Scheme Meeting in Attachment B.

For the Scheme to proceed, votes “in favour of” the Scheme Resolution at the Scheme Meeting must be received from the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders). The Requisite Majorities for the Scheme Resolution are the resolution being passed by:

• a majority in number (more than 50%) of eligible Genex Shareholders (other than Excluded Genex Shareholders) who are present and voting at the Scheme Meeting (either in person (either by being physically present at the Scheme Meeting venue or attending via the Online Scheme Meeting Platform) or by proxy, attorney or, in the case of a corporate Genex Shareholder, its duly appointed corporate representative), unless the Court orders otherwise; and
• at least 75% of the total number of votes cast on the Scheme Resolution by eligible Genex Shareholders (other than Excluded Genex Shareholders).

The Genex IBC strongly encourages each Genex Shareholder (other than Excluded Genex Shareholders) to vote at the Scheme Meeting because every vote in favour of the Scheme will increase the likelihood of all Genex Shareholders (other than Excluded Genex Shareholders) receiving the additional $0.005 of value per Genex Share available under the Scheme compared to the Takeover Offer.

You will be entitled to vote at the Scheme Meeting if you are registered as a Genex Shareholder (and are not an Excluded Genex Shareholder) on the Genex Share Register at 10:00am (Sydney time) on Sunday, 14 July 2024, irrespective of whether you have accepted the Takeover Offer.

If you are a Genex Shareholder entitled to vote at the Scheme Meeting, you may vote at the Scheme Meeting in any of the following ways:

• by attending the Scheme Meeting in person at the office of Gilbert + Tobin, Level 35, Tower Two, International Towers, 200 Barangaroo Avenue, Barangaroo  NSW  2000;
• by attending the Scheme Meeting through the Online Scheme Meeting Platform; or
• by appointing a proxy, attorney or, if you are a body corporate, a duly appointed corporate representative to attend and vote at the Scheme Meeting on your behalf (whether in person or through the Online Scheme Meeting Platform).

Full details of how to vote at the Scheme Meeting (whether in person at the Scheme Meeting venue, through the Online Scheme Meeting Platform or by appointing a proxy, attorney or, if you are a body corporate, a duly appointed corporate representative to attend and vote at the Scheme Meeting on your behalf), the Online Scheme Meeting Platform (and how to access it) and how to lodge a Scheme Meeting Proxy Form, corporate representative appointment or power of attorney, are set out in Section 2 (How to participate in, and vote at, the Scheme Meeting and accept the Takeover Offer), in the Notice of Scheme Meeting at Attachment B and (in respect of the Online Scheme Meeting Platform) in the Scheme Meeting Online Guide at Attachment C.

Voting is not compulsory. However, the Scheme will only be successful if the Scheme Resolution is approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders), so voting is important, and the Genex IBC strongly encourages you to vote.

The results of the Scheme Meeting will be available shortly after the conclusion of the Scheme Meeting and will be announced to ASX (https://www.asx.com.au/) once available.

The potential outcomes for Genex Shareholders in connection with the Scheme are:

• the Scheme is implemented, all Genex Shareholders (other than Excluded Genex Shareholders) will receive the Scheme Consideration, and Genex will be acquired by J-POWER Nominee and be delisted from ASX. If this occurs, the Takeover Offer will not proceed; and
• the Scheme is not implemented, Genex Shareholders will not receive the Scheme Consideration and will retain their Genex Shares. If this occurs, the Takeover Offer will still be available to be accepted by Genex Shareholders but will only be completed subject to the satisfaction (or, if applicable, waiver) of the Takeover Conditions (see the further questions and answers below regarding the Takeover Offer).

If you do not vote at the Scheme Meeting, or you vote against the Scheme, and the Scheme is nonetheless approved by the Requisite Majorities and the Court and becomes Effective and is implemented, any Scheme Shares held by you on the Scheme Record Date (currently expected to be 7:00pm on Wednesday, 24 July 2024) will be transferred to J-POWER Nominee (unless you are an Excluded Genex Shareholder) and you will be sent the Scheme Consideration in respect of each of those Genex Shares. In those circumstances, the Scheme will be implemented and binding on all Genex Shareholders (who are Scheme Shareholders), including any such Genex Shareholders who did not vote on, or voted against, the Scheme Resolution.

Genex intends to apply to ASX for Genex Shares to be suspended from Official Quotation on the ASX from the close of trading on the Effective Date. Following the Scheme Implementation Date, Genex will apply for termination of the Official Quotation of Genex Shares on ASX and for Genex to be removed from the Official List.

No brokerage fees or stamp duty will be payable by Scheme Shareholders on the transfer of Genex Shares to J-POWER Nominee under the Scheme.

A takeover bid is a form of offer regulated by the Corporations Act, under which an offer is made by a bidder directly to the shareholders of an ASX-listed (or other public) company to acquire their shares in that company. Like the Scheme, a takeover bid may result in a change of ownership or control of the relevant company (to the bidder) if shareholders accept the offer in respect of a sufficient number of shares and the offer becomes unconditional.

The Takeover Offer is a takeover bid under which eligible Genex Shareholders are entitled to receive Takeover Consideration of $0.270 in cash for each Genex Share accepted into the Takeover Offer if the Scheme is not approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) or the Court and the Takeover Offer is declared or otherwise becomes unconditional.

The Takeover Offer gives Genex Shareholders the opportunity to sell their Genex Shares to J-POWER Nominee (subject to the Takeover Offer being declared or otherwise becoming unconditional) if the Scheme is not approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) or the Court.

Importantly, the Takeover Offer is subject to the 50.1% Minimum Acceptance Takeover Condition (among other Takeover Conditions), which is a different and lower acceptance threshold to the approval threshold in respect of the Scheme (being the approval of the Scheme Resolution by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders)). The 50.1% Minimum Acceptance Condition may be waived by J-POWER Nominee in the circumstances (and subject to the conditions and requirements) set out in Section 6.9(d)(ii) of the Transaction Booklet.

You will be entitled to receive $0.270 in cash per Genex Share held by you if you accept the Takeover Offer and the Takeover Conditions are fulfilled or, if applicable, waived (such that the Takeover Offer becomes unconditional).

The Takeover Consideration of $0.270 in cash per Genex Share represents a significant premium to recent undisturbed trading prices of Genex Shares, including:

• 46% premium to the closing Genex Share price on the ASX of $0.185 on the Last Undisturbed Trading Date (being Friday, 1 March 2024);
• 53% premium to the one-month VWAP of Genex Shares of $0.176 per Genex Share up to (and including) the Last Undisturbed Trading Date;
• 56% premium to the three-month VWAP of Genex Shares of $0.174 per Genex Share up to (and including) the Last Undisturbed Trading Date; and
• 62% premium to the six-month VWAP of Genex Shares of $0.166 per Genex Share up to (and including) the Last Undisturbed Trading Date.

The premium represented by the Takeover Consideration is less than that represented by the Scheme Consideration. Accordingly, the Genex IBC strongly encourages each Genex Shareholder (other than Excluded Genex Shareholders) to vote at the Scheme Meeting because every vote in favour of the Scheme will increase the likelihood of all Genex Shareholders (other than Excluded Genex Shareholders) receiving the additional $0.005 of value per Genex Share available under the Scheme compared to under the Takeover Offer.

Yes. You may accept the Takeover Offer at any time during the Takeover Offer Period, including before the Scheme Meeting.

You may vote in favour of the Scheme and accept the Takeover Offer at the same time, as the terms of the Transaction determine whether the Scheme will be implemented or the Takeover Offer will proceed. However, you should be aware that accepting the Takeover Offer now will restrict your ability to sell or transfer your Genex Shares to another person (including selling your Genex Shares on the ASX or accepting any takeover bid from a competing bidder that may be made after the date of the Transaction Booklet)³⁰ unless you are entitled to withdraw your acceptance (see the question “If I accept the Takeover Offer, can I withdraw my acceptance?” below).

However, even where you accept the Takeover Offer, please make sure you also vote on the Scheme Resolution.

As a Genex Shareholder, you have the following choices in respect of the Takeover Offer:

• accept the Takeover Offer in respect of all of your Genex Shares (which is what the Genex IBC recommends you do, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Takeover Offer is fair and reasonable);
• sell your Genex Shares on ASX (unless you have previously accepted the Takeover Offer and you have not validly withdrawn your acceptance); or
• “reject” the Takeover Offer and retain your Genex Shares by doing nothing.

There are several important implications of each of these choices. A summary of these implications is set out in Section 1.3(c).

You may accept the Takeover Offer for all of your Genex Shares and any purported acceptance of the Takeover Offer for fewer than all of your Genex Shares will be treated as being for all of your Genex Shares.

Issuer sponsored holdings
If your Genex Shares are registered on Genex’s issuer sponsored sub-register (in which case your Securityholder Reference Number will commence with ‘I’), you may accept the Takeover Offer using a Takeover Acceptance Form by completing and signing the personalised Takeover Acceptance Form accompanying the Transaction Booklet and returning it to one of the postal, delivery or email addresses shown on the form so that it is received before the Takeover Offer closes.

CHESS Holdings
If your Genex Shares are registered in a CHESS holding (in which case your Holder Identification Number will commence with ‘X’), you may accept the Takeover Offer using a Takeover Acceptance Form or by contacting your Controlling Participant.

• Acceptance form: to accept the Takeover Offer using a Takeover Acceptance Form, you must complete and sign the personalised Takeover Acceptance Form accompanying the Transaction Booklet and return it to one of the postal, delivery or email addresses shown on the form before the Takeover Offer closes.
• Contact your Controlling Participant: alternatively, you can accept the Takeover Offer by instructing your Controlling Participant (normally your broker) to accept the Takeover Offer on your behalf, before the Takeover Offer closes.

Participants
‍If you are a Participant, acceptance of this Takeover Offer must be initiated in accordance with Rule 14.14 of the ASX Settlement Operating Rules before the Takeover Offer closes.

Full details on how to accept the Takeover Offer are set out in Section 6.4 of the Transaction Booklet.

No. You can only accept the Takeover Offer for all of your Genex Shares. Any purported acceptance of the Takeover Offer for fewer than all of your Genex Shares will be treated as being for all of your Genex Shares.

If you have accepted the Takeover Offer (before the end of the Takeover Offer Period) and the Takeover Offer is declared or otherwise becomes unconditional:

• you will be entitled to payment of the Takeover Consideration in respect of your Genex Shares; and
• your Genex Shares will be transferred to J-POWER Nominee.

Genex Shareholders will be notified when the Takeover Offer is declared or otherwise becomes unconditional via an announcement to the ASX.

Unless withdrawal rights are available (see below), if you have accepted the Takeover Offer, you will not have the right to sell your Genex Shares on ASX or otherwise deal with your Genex Shares.

Yes. You may accept the Takeover Offer at any time during the Takeover Offer Period, including before the Scheme Meeting.

While the Genex IBC recommends you to accept the Takeover Offer (in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Takeover Offer is fair and reasonable), you should be aware that doing so will restrict your ability to sell or transfer your Genex Shares to another person (including selling your Genex Shares on the ASX or accepting any takeover bid from a competing bidder that may be made after the date of the Transaction Booklet)³¹ unless you are entitled to withdraw your acceptance (see the next question).

Once you have accepted the Takeover Offer, you will be able to revoke your acceptance at any time while the FIRB Takeover Condition has not been fulfilled (or waived).

However, once the FIRB Approval Takeover Condition has been fulfilled (or waived)³², you will be unable to revoke your acceptance of the Takeover Offer, except in limited circumstances in accordance with the Corporations Act – that is, where the Takeover Offer remains subject to Takeover Conditions and J-POWER Nominee varies the Takeover Offer in a way that postpones the time when J-POWER Nominee is required to satisfy its obligations under the Takeover Offer by more than one month.

If you are unable to withdraw your acceptance of the Takeover Offer, you will not have the right to sell your Genex Shares to another person (including selling your Genex Shares on the ASX).

See Section 6.6 for more information, including details of the circumstances where you are able to withdraw your acceptance of the Takeover Offer.

The Takeover Offer Period is currently scheduled to close at 7:00pm (Sydney time) on Wednesday, 14 August 2024, but it can be extended by J-POWER Nominee, and may be automatically extended under the Corporations Act, in certain circumstances.

Yes. The Takeover Offer is subject to a number of Takeover Conditions, including (in summary form only):

• FIRB Takeover Condition: before the end of the Takeover Offer Period, either J-POWER Nominee receiving FIRB approval without conditions (or subject to certain ‘standard’ tax conditions (being the FIRB Standard Tax Conditions), conditions of a similar kind to which a J-POWER Group Member has accepted in relation to prior notifications to FIRB and other conditions or undertakings acceptable to J-POWER Nominee (in its absolute discretion)), or FIRB ceasing to be empowered to make an order or decision in respect of the Takeover Transaction;
• Genex Performance Rights: Genex entering into a Genex Performance Right Deed with each Genex Performance Right Holder and not doing anything under that deed requiring J-POWER consent without such consent, an ASX waiver being issued or provided (and not adversely amended in any material respect) in respect of ASX Listing Rule 6.23 in connection with the treatment of the Genex Performance Rights under the Genex Performance Right Deeds, and no Genex Shares or other securities being issued, transferred or granted under the Genex Performance Rights Plan between the date of the Transaction Implementation Deed and the end of the Takeover Offer Period (and there being no obligation to issue any Genex Shares in connection with a Genex Performance Right as at the end of the Takeover Offer Period);
• Genex Options: Genex entering into a Genex Option Cancellation Deed with each Genex Optionholder and not doing anything under that deed requiring J-POWER consent without such consent, an ASX waiver being issued or provided (and not adversely amended in any material respect) in respect of ASX Listing Rule 6.23 in connection with the treatment of the Genex Options under the Genex Option Cancellation Deeds, and no Genex Shares or other securities being issued, transferred or granted in connection with a Genex Option between the date of the Transaction Implementation Deed and the end of the Takeover Offer Period (and there being no obligation to issue any Genex Shares in connection with a Genex Option as at the end of the Takeover Offer Period);
• Genex Prescribed Occurrences: no Genex Prescribed Occurrence occurring between 12 April 2024 and the end of the Takeover Offer Period;
• no restraints: no court or Government Agency restraining or preventing implementation of the Takeover Offer as at the end of the Takeover Offer Period;
• Scheme fails: either the Scheme not being approved at the Scheme Meeting by the Requisite Majorities or, following approval at the Scheme Meeting by the Requisite Majorities, the Court not approving the Scheme;
• minimum acceptance: J-POWER Nominee having a Relevant Interest in at least 50.1% of the Genex Shares on issue;
• Genex Material Adverse Change: no Genex Material Adverse Change occurring (or being disclosed or announced or becoming known to J-POWER Nominee) between 12 April 2024 and the end of the Takeover Offer Period;
• Identified Contracts: between 12 April 2024 and the end of the Takeover Offer Period, no counterparty exercising or stating an intention to exercise any right under an Identified Contract to terminate, cancel or rescind that Identified Contract, to vary, amend or modify (in a manner materially adverse to a Genex Group Member) that Identified Contract, to require monies borrowed by the Genex Group to be repayable early, or to terminate, cancel or suspend any commitment to provide financial accommodation to the Genex Group, as a result of the change of control of a Genex Group Member under the Transaction; and
• Transaction Implementation Deed: the Transaction Implementation Deed not being terminated by J-POWER under clauses 15.1(b), 15.2(a) or 15.3(b) of the Transaction Implementation Deed (being the circumstances set out in Sections 11.11(e)(i)(B), 11.11(e)(ii)(A) and 11.11(e)(ii)(B) of the Transaction Booklet) before the end of the Takeover Offer Period.

The Takeover Conditions are set out in full in Section 6.8.

Other than the Takeover Conditions set out below, each of these Takeover Conditions can be waived by J-POWER Nominee in its absolute discretion.

The Scheme Fails Takeover Condition and the 50.1% Minimum Acceptance Takeover Condition (being the Takeover Condition at Section 6.8(g)) may only be waived by J-POWER Nominee in the circumstances set out in Section 6.9(d).

A summary of the status of each Takeover Condition the satisfaction of which depends upon the performance of an action by a Third Party (other than the Scheme Fails Takeover Condition and the 50.1% Minimum Acceptance Takeover Condition) as at the date of the Transaction Booklet is set out in Section 11.12.

If the Takeover Conditions are not fulfilled or, if applicable, waived before the end of the Takeover Offer Period (or, in the case of the Genex Prescribed Occurrences Condition, at the end of the third business day (as defined in the Corporations Act) after the end of the Takeover Offer Period), the Takeover Offer will lapse and any acceptances into the Takeover Offer will be void.

In those circumstances, Genex Shareholders who have accepted the Takeover Offer (and those who have not accepted the Takeover Offer) will, unless the Scheme becomes Effective, continue to hold their Genex Shares and be free to deal with them as if the Takeover Offer had not been made and, if the Scheme does not become Effective, in the absence of a party acquiring control of Genex and seeking its delisting from the ASX, Genex will continue to be an ASX-listed company and Genex Shareholders will be exposed to the risks relating to Genex’s business, including those outlined in Sections 9.2 and 9.3.

Subject to the Corporations Act and the terms of the Takeover Offer, if you accept the Takeover Offer in respect of your Genex Shares, you will be sent the Takeover Consideration from J-POWER Nominee on or before the earlier of:

• one month after the date of your acceptance or, if the Takeover Offer is subject to a Takeover Condition when you accept the Takeover Offer, within one month after the Takeover Offer is declared or otherwise becomes unconditional; and
• if the Takeover Offer is declared or otherwise becomes unconditional, 21 days after the end of the Takeover Offer Period.

If the Scheme does not become Effective and the Takeover Offer is declared or otherwise becomes unconditional, you will receive the Takeover Consideration (which is $0.270) for each Genex Share in respect of which you accept the Takeover Offer.

For more information on what will happen if the Scheme does not become Effective and the Takeover Offer is not declared, or does not become, unconditional, see “What happens if the conditions to the Takeover Offer are not fulfilled or waived?”.

If the Scheme does not become Effective and you do not accept the Takeover Offer, you will continue to hold your Genex Shares, unless they are compulsorily acquired by J-POWER Nominee (see below) after the Takeover Offer Period, or you sell them to another person. Depending on the level of acceptances received in respect of the Takeover Offer, this may result in you remaining a shareholder in Genex in circumstances where Genex becomes an unlisted company.

If J-POWER Nominee receives acceptances under the Takeover Offer such that J-POWER Nominee holds 90% or more of the Genex Shares, J-POWER Nominee intends to give notices to Genex Shareholders to compulsorily acquire any outstanding Genex Shares in accordance with Part 6A.1 of the Corporations Act.

If J-POWER Nominee compulsorily acquires the remaining Genex Shares under this procedure, the applicable Genex Shareholders will receive the Takeover Consideration for each Genex Share they hold.

If J-POWER Nominee becomes the holder of more than 50% but less than 90% of the Genex Shares pursuant to the Takeover Offer, Genex will become a Controlled Entity of J-POWER Nominee, but J-POWER Nominee will not be entitled to proceed to Compulsory Acquisition.

In these circumstances (and assuming the Takeover Offer is declared or becomes unconditional), J-POWER Nominee intends to review the Genex Board and will decide whether to reconstitute the Genex Board at that time (to the extent permitted by Genex’s constitution, and subject to certain other requirements set out in the Transaction Implementation Deed, if applicable). However, final decisions regarding the composition of the Genex Board in these circumstances will be made by J-POWER Nominee closer to the conclusion of the Takeover Offer. In addition, if J-POWER Nominee becomes the holder of at least 75% of the Genex Shares, it will be able to pass a special resolution of Genex. This will enable J-POWER Nominee to, among other things, change Genex’s constitution and, in certain circumstances (and subject to the requirements of the ASX being satisfied), cause Genex to be removed from the Official List, further details of which are described in Section 8.7(c)(i).

As described in Section 8.7(c)(i), if J-POWER acquires a Relevant Interest in at least 75% of the Genex Shares, in those circumstances J-POWER will not be supportive of Genex remaining listed on ASX after the close of the Takeover Offer, having regard to the requirements of the ASX Listing Rules and the additional corporate and compliance costs, and will request that the Genex Board review the benefits and suitability of a continued listing of Genex on ASX. If the Genex Board were to decide that it is in the best interests of Genex to cease to be listed on ASX, J-POWER will support delisting Genex from ASX. See Section 8.7(c)(i) for a summary of the ASX’s policy in relation to a request for removal from the Official List and the conditions that may need to be satisfied for the ASX to remove Genex from the Official List.

J-POWER Nominee may also acquire additional Genex Shares under the ‘creep’ provisions set out in the Corporations Act (which permit J-POWER Nominee and its Associates to acquire up to 3% of Genex Shares every six months, subject to certain conditions being satisfied) or as otherwise permitted under the Corporations Act (and, if applicable, subject to the standstill provisions of the Confidentiality and Exclusivity Deed).

In addition, other than as otherwise described in Section 8.7, it is the present intention of J-POWER Nominee that:

• the Genex business will be conducted in substantially the same manner in which it currently operates;
• no major changes will be made to the Genex business; and
• there will be no redeployment of the fixed assets of Genex.

All statements in this answer and in Section 8.7 in respect of J-POWER Nominee’s intentions for Genex following the Scheme being implemented are statements of current intention only based on information available to J-POWER Nominee as at the date of the Transaction Booklet and may change as new information becomes available to J-POWER Nominee or as circumstances change.

The Takeover Offer is conditional on the 50.1% Minimum Acceptance Takeover Condition. However, J-POWER Nominee reserves the right to waive the 50.1% Minimum Acceptance Takeover Condition subject to J-POWER Nominee having a Relevant Interest in at least 40% of the Genex Shares on issue and provided that the waiver of the 50.1% Minimum Acceptance Takeover Condition (together with the waiver of any other applicable Takeover Conditions at the same time as such waiver) causes acceptances under any Takeover Acceptance Facility (including the Institutional Acceptance Facility) to be unable to be withdrawn or, otherwise, with the prior written consent of Genex. For the purpose of determining whether J-POWER Nominee has a Relevant Interest in at least 40% of the Genex Shares on issue such that it may waive the 50.1% Minimum Acceptance Takeover Condition, J-POWER Nominee’s Relevant Interest is to be determined as if section 609A of the Corporations Act (which, in summary, provides that J-POWER Nominee will not have acquired a Relevant Interest in any Genex Shares ‘accepted into’ a Takeover Acceptance Facility) was omitted from the Corporations Act and disregarded in relation to a Takeover Acceptance Facility (including the Institutional Acceptance Facility).

If J-POWER Nominee validly waives the 50.1% Minimum Acceptance Takeover Condition the Takeover Offer may close in circumstances where J-POWER Nominee has a Relevant Interest in less than 50% of the Genex Shares. In such circumstances:

• while J-POWER Nominee will not be able to unilaterally reconstitute the Genex Board, J-POWER Nominee may attempt to appoint one or more additional nominee directors to the Genex Board;
• J-POWER Nominee may acquire additional Genex Shares under the ‘creep’ provisions set out in the Corporations Act (which permit J-POWER Nominee and its Associates to acquire up to 3% of Genex Shares every six months, subject to certain conditions being satisfied) or as otherwise permitted under the Corporations Act (and, if applicable, subject to the standstill provisions of the Confidentiality and Exclusivity Deed); and

• other than as set out in Section 8.7, it is the present intention of J-POWER Nominee that:

  • the Genex business will be conducted in substantially the same manner in which it currently operates;
  • no major changes will be made to the Genex business; and
  • there will be no redeployment of the fixed assets of Genex.

All statements in this answer and Section 8.7 in respect of J-POWER Nominee’s intentions for Genex following the Scheme being implemented are statements of current intention only based on information available to J-POWER Nominee as at the date of the Transaction Booklet and may change as new information becomes available to J-POWER Nominee or as circumstances change.

J-POWER Nominee will pay any stamp duty on the transfer of your Genex Shares to J-POWER Nominee as a result of your acceptance of the Takeover Offer. As long as those Genex Shares are registered in your name and you deliver them directly to J-POWER Nominee, you will not incur any brokerage in connection with your acceptance of the Takeover Offer.

If your Genex Shares are registered in a CHESS Holding or you hold your Genex Shares through a bank, custodian or other nominee, you should ask your Controlling Participant (usually your broker), or the bank, custodian or other nominee whether it will charge any transaction fees or service charges in connection with your acceptance of the Takeover Offer.

The Genex IBC is an independent committee of the Genex Board, comprising all Genex Directors, other than Mr Kenichi Seshimo, who is J-POWER’s representative and nominee to the Genex Board.

The Genex IBC was established to (among other related matters) consider and evaluate the Initial Indicative Proposal, the Indicative Proposal and the proposed Transaction.

On the basis that Mr Seshimo is J-POWER’s representative and nominee to the Genex Board (and, therefore, the Genex IBC does not consider Mr Seshimo to be an independent Genex Director for the purposes of the Transaction), Mr Seshimo:

• has recused himself from (and has not participated in any) Genex Board meetings or other discussions relating to the Transaction (or the Genex Board’s consideration of it or the Initial Indicative Proposal or the subsequent Indicative Proposal); and
• abstains from giving a recommendation to Genex Shareholders in respect of the Transaction.

The Genex IBC unanimously recommends that you vote in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Genex Shareholders (other than Excluded Genex Shareholders).

The Genex IBC unanimously recommends that you accept the Takeover Offer, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Takeover Offer is fair and reasonable.

Each Genex IBC Member intends to:

• vote, or cause to be voted, all of that Genex IBC Member’s Genex IBC Member Shares in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Genex Shareholders (other than Excluded Genex Shareholders); and
• accept, or procure the acceptance of, the Takeover Offer in respect of all of that Genex IBC Member’s Genex IBC Member Shares, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Takeover Offer is fair and reasonable.

The Genex IBC appointed Grant Thornton as the Independent Expert to assess the merits of the Transaction.

The Independent Expert has concluded that the Scheme is fair and reasonable and hence in the best interests of Genex Shareholders (other than Excluded Genex Shareholders) in the absence of a superior alternative proposal emerging.

The Genex IBC recommends that you read the Independent Expert’s Report carefully and in its entirety. A copy of the Independent Expert’s Report is set out at Attachment A to the Transaction Booklet.

The Independent Expert has concluded that the Takeover Offer is fair and reasonable to Genex Shareholders (other than Excluded Genex Shareholders and any other Genex Shareholders that are Associates of J-POWER Nominee) in the absence of a superior alternative proposal emerging.

The Genex IBC recommends that you read the Independent Expert’s Report carefully and in its entirety. A copy of the Independent Expert’s Report is set out at Attachment A to the Transaction Booklet.

The general Australian tax implications of the Scheme for certain Scheme Shareholders and the Takeover Offer for certain Genex Shareholders are set out in Section 10 (Tax implications of the Transaction for Genex Shareholders) of the Transaction Booklet.

Section 10 is general in nature and should not be relied upon as advice. The tax consequence for each Genex Shareholder may vary depending upon their individual circumstances. Accordingly, you are encouraged to seek your own professional taxation advice as to the Australian and, if applicable, foreign tax implications of the Transaction before making a decision as to whether or not to vote in favour of the Scheme and/or accept the Takeover Offer.

A summary of the key risk associated with the Transaction (including in circumstances where neither the Scheme nor the Takeover Offer proceeds) is set out in Section 9 (Risks). You should carefully consider these risks and your individual circumstances. However, Genex notes that Section 9 (Risks) is general in nature only and does not take into account your individual objectives, financial situation, taxation position or particular needs.

Genex can consider any Competing Proposal that emerges, subject to Genex complying with its obligations under the Transaction Implementation Deed (including its exclusivity obligations summarised in Section 11.11(b)).

Subject to Genex’s exclusivity obligations under the Transaction Implementation Deed, the Genex IBC will carefully consider any Competing Proposal that is made and advise Genex Shareholders of their recommendation.

Under the Transaction Implementation Deed, Genex must pay J-POWER a Break Fee of $3,515,014 (excluding GST, if any) in certain circumstances. The Break Fee will not be payable as a result of the Scheme not receiving approval by the Requisite Majorities.

Under the Transaction Implementation Deed, J-POWER must pay Genex a Reverse Break Fee of $3,515,014 (excluding GST, if any) in certain circumstances.

Provided you have not already accepted the Takeover Offer, you can sell your Genex Shares on-market at any time before the close of trading on the ASX on the Effective Date (assuming the Scheme is approved by Genex Shareholders (other than Excluded Genex Shareholders) at the Scheme Meeting and by the Court) at the prevailing on-market price at that time (which may vary from the Scheme Consideration and/or the Takeover Consideration), or if the Scheme Fails Takeover Bid Condition is fulfilled, at any time during the Takeover Offer Period.

If you do so, you will not receive the Scheme Consideration or the Takeover Consideration, and you may incur brokerage costs.

If you have any questions in relation to the Transaction, the number of Genex Shares you hold or other questions about your Genex shareholdings or if you would like additional copies of the Transaction Booklet, please call the Genex Shareholder Information Line on 1300 290 691 (within Australia) or +61 2 9066 4081 (outside Australia), Monday to Friday (excluding public holidays) between 9:00am and 5:00pm (Sydney time).

For information about your individual financial or taxation circumstances please consult your licensed financial adviser or other suitable professional adviser.