Energy Bay - certain assets required to operate embedded networks for Centuria Capital Group members

MN-65023

Energy Bay Kappa Fund Pty Ltd as trustee for the Energy Bay Kappa Fund (**Energy Bay**) proposes to acquire from various subsidiaries of the Centuria Capital Group (the **CCG Members**): * energy infrastructure assets and the exclusive right to operate existing embedded networks at 45 sites, * energy infrastructure assets and the exclusive right to install and operate embedded networks at a further 194 sites, and * first and last rights of refusal to acquire analogous rights in respect of any further sites of the kind described in the transaction documents provided as part of the application. Energy Bay is part of Energy Bay Group, which is a distributed energy infrastructure company operating embedded networks at large commercial and industrial sites owned by third parties in New South Wales (**NSW**), Australian Capital Territory (**ACT**), Western Australia (**WA**), Victoria (**VIC**) and Queensland (**QLD**). Energy Bay Group also owns Diamond Energy Pty Ltd, an electricity retailer that operates in all National Electricity Market jurisdictions. The CCG Members are subsidiaries of the Centuria Capital Group, which is comprised of Centuria Capital Limited and Centuria Funds Management Limited. The CCG Members invest in and manage properties for investment funds. As part of that primary business activity, in each of NSW, ACT, VIC, QLD, South Australia, and WA, they currently: * operate embedded network infrastructure at some of their sites, * engage in behind the meter generation or storage at their sites, and * supply and sell electricity to their commercial tenants connected to their embedded networks. Unlike Energy Bay the CCG Members do not, and do not plan to, operate embedded network infrastructure owned by third parties and/or at properties owned/occupied by third parties on behalf of those third parties.