JANUS ELECTRIC HOLDINGS LIMITED - Proxy Solicitation & Information Statement 2021

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ReNu Energy Limited (ASX: RNE) ( ReNu Energy ) advises that it will hold an Extraordinary General Meeting at 2.00pm (Melbourne time) on Tuesday, 1 February 2022.

In accordance with ASX Listing Rule 3.17, ReNu Energy attaches copies of the Notice of Extraordinary General Meeting and sample Proxy Form which are being sent to shareholders today.

This announcement has been authorised for release to the ASX by the Board.

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Page 6

Further information

If you have any questions in relation to this document or the Proposed Transaction, please contact Greg Watson, CEO on +61 7 3721 7500.

On behalf of the ReNu Energy Board, I would like to take this opportunity to thank you for your ongoing support of and commitment to ReNu Energy and its business, and I look forward to your participation at the General Meeting.

Yours sincerely

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Boyd White Chairman

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'That, subject to the passing of Resolution 2, for the purposes of item 7 of section 611 of the Corporations Act and for all other purposes, approval is given for the acquisition by the CRH Founders of a Relevant Interest in up to �� fully paid ordinary shares in ReNu Energy Limited on completion of the Proposed Transaction, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rule 11.1.2 and for all other purposes, shareholders approve the Proposed Transaction and authorise ReNu Energy to make a significant change to the scale of its activities on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.

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'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 15,840,000 fully paid ordinary shares at an issue price of $0.09 per share ( Placement Shares ) and the grant of 3,960,000 options with an exercise price of $0.07 per option and expiring on 31 December 2023 ( Placement Options ), issued by way of a placement to sophisticated and institutional investors and other persons to whom no disclosure was required on 9 December 2021.'

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'That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the grant of 5,000,000 options with an exercise price of $0.07 per option and expiring on 31 December 2023 ( Broker Options ) to Peak Asset Management and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the grant of up to 4,166,667 options with an exercise price of $0.07 per option and expiring on 31 December 2023 ( SPP Options ) and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the grant of up to 83,334 SPP Options to Mr Boyd White (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 250,000 ReNu Energy Shares to Mr Boyd White (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 200,000 ReNu Energy Shares to Mr Tony Louka (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 675,000 ReNu Energy Shares to Mr Tim Scholefield (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the grant of 675,000 ReNu Energy Shares to Mr Greg Watson (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 10.14, sections 200E, 259B(2) and 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, approval is given for the issue of 9,000,000 fully paid ordinary shares under the ReNu Energy Loan Share Plan (including the provisions allowing Accelerated Vesting, taking security over shares and exempted financial assistance) and at an issue price of $0.09 per share ( Plan Shares ) to Mr Boyd White (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 10.14, sections 200E, 259B(2) and 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, approval is given for the issue of 6,000,000 Plan Shares to Mr Tony Louka (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 10.14, sections 200E, 259B(2) and 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, approval is given for the issue of 6,000,000 Plan Shares to Mr Tim Scholefield (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That, subject to Completion of the Proposed Transaction, for the purposes of ASX Listing Rule 10.14, sections 200E, 259B(2) and 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, approval is given for the issue of 6,000,000 Plan Shares to Ms Susan Oliver AM (or her nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That, subject to Completion of the Proposed Transaction, for the purposes of ASX Listing Rule 10.14, sections 200E, 259B(2) and 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, approval is given for the issue of 8,000,000 Plan Shares to Mr Geoffrey Drucker (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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'That for the purposes of ASX Listing Rule 7.1, sections 200E, 259B(2) and 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, approval is given for the grant of 10,000,000 Plan Shares to Mr Greg Watson (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

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RENU ENERGY LIMITED

�� Opinion: The Proposed Transaction is Fair and Reasonable

17 DECEMBER 2021

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FINANCIAL SERVICES GUIDE

Dated: 17 December 2021

The Financial Services Guide �� provided to comply with the legal requirements imposed by the Corporations Act 2001 and includes important information regarding the general financial product advice contained in this report �� The FSG also includes general information about BDO Corporate Finance Ltd ABN 54 010 185 725, �� are authorised to provide, our remuneration and our dispute resolution.

BDOCF holds an Australian Financial Services Licence to provide the following services:

a) Financial product advice in relation to deposit and payment products (limited to basic deposit products and deposit products other than basic deposit products), securities, and interests in managed investment schemes excluding investor directed portfolio services; and;
b) Arranging to deal in financial products in relation to securities; and
c) Applying for, acquiring, varying or disposing of a financial product in relation to interests in managed investment schemes excluding investor directed portfolio services, and securities.

General Financial Product Advice

This Report sets out what is described as general financial product advice. This Report does not consider personal objectives, individual financial position or needs and therefore does not represent personal financial product advice. Consequently, any person using this Report must consider their own objectives, financial situation and needs. They may wish to obtain professional advice to assist in this assessment.

The Assignment

BDOCF has been engaged to provide general financial product advice in the form of a report in relation to a financial �� hareholders of ReNu Energy Limited �� ReNu �� the proposed acquisition of 100% of Countrywide Renewable Hydrogen Limited �� issue of approximately 135 million ReNu ordinary shares ( �� ). Upon completion of the Proposed Transaction, �� will increase their relevant interest in �� undiluted share capital �� increase their interest by 10.5%.

Further details of the Proposed Transaction are set out in Section 4. The scope of this Report is set out in detail in Section 3.3. This Report provides an opinion on whether or not the Proposed Transaction �� the ordinary �� ) and has been prepared to provide information to the Shareholders to assist them to make an informed decision on whether to vote in favour of or against the Proposed Transaction. Other important information relating to this Report is set out in more detail in Section 3.

This Report cannot be relied upon for any purpose other than the purpose mentioned above and cannot be relied upon by any person or entity other than those mentioned above, unless we have provided our express consent in writing to do so. �� decision to vote in favour of or against the Proposed Transaction is likely to be influenced by their particular circumstances, for example, their taxation considerations and risk profile. Each shareholder should obtain their own professional advice in relation to their own circumstances.

Fees, Commissions and Other Benefits we may Receive

We charge a fee for providing reports. The fees are negotiated with the party who engages us to provide a report. We estimate the fee for the preparation of this Report will be approximately $90,000 plus GST. Fees are usually charged as a fixed amount or on an hourly basis depending on the terms of the agreement with the engaging party. Our fees for this Report are not contingent on the outcome of the Proposed Transaction.

Except for the fees referred to above, neither BDOCF, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of this Report.

Directors of BDOCF may receive a share in the profits of BDO Group Holdings Limited, a parent entity of BDOCF. All directors and employees of BDO Group Holdings Limited and its subsidiaries (including BDOCF) are entitled to receive a salary. Where a director of BDOCF is a shareholder of BDO Group Holdings Limited, the person is entitled to share in the profits of BDO Group Holdings Limited.

Associations and relationships

From time to time BDOCF or its related entities may provide professional services to issuers of financial products in the ordinary course of its business. These services may include audit, tax and business advisory services. While BDOCF has not provided any professional services to ReNu or Countrywide in the last two years, we note that related entities have provided professional services. Specifically, we note BDO Services Pty Ltd provides tax compliance services to Countrywide and BDO Audit Pty Ltd is the external auditor of both ReNu and Countrywide.

The signatories to this Report do not hold any shares in ReNu and no such shares have ever been held by the signatories.

�� REPORT

17 DECEMBER 2021

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To prepare our reports, including this Report, we may use researched information provided by research facilities to which we subscribe or which are publicly available. Reference has been made to the sources of information in this Report, where applicable. Research fees are not included in the fee details provided in this Report.

Complaints Resolution

� Internal Complaints Resolution Process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial services. Complaints can be in writing, addressed to the Complaints Officer, BDO Corporate Finance Ltd, GPO Box 457, Brisbane QLD 4001 or by telephone or email, using the details at the end of this FSG.

When we receive a complaint we will record the complaint, acknowledge receipt of the complaint in writing within 24 hours (or one business day) or, if that timeline cannot be met, then as soon as practicable and investigate the issues raised. As soon as practical, and not more than 30 days after receiving the complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

If a complaint is made and the complainant is dissatisfied with the outcome of the above process, or our determination, the complainant has the right to refer the matter to the Australian Financial Complaints Authority Limited ( � AFCA � ). AFCA is an independent company that has been established to impartially resolve disputes between consumers and participating financial services providers.

BDO Corporate Finance is a member of AFCA (Member Number 10236).

Further details about AFCA are available at the AFCA website www.afca.org.au or by contacting them directly via the details set out below.

Australian Financial Complaints Authority Limited GPO Box 3 Melbourne VIC 3001 Toll free: 1800 931 678 Email: [email protected]

Compensation Arrangements

BDOCF and its related entities hold Professional Indemnity insurance for the purpose of compensating retail clients for loss or damage suffered because of breaches of relevant obligations by BDOCF or its representatives under Chapter 7 of the Corporations Act 2001. These arrangements and the level of cover held by BDOCF satisfy the requirements of section 912B of the Corporations Act 2001.

Contact Details

BDO Corporate Finance Ltd

Location Address:	Postal Address:
Level 10	GPO Box 457
12 Creek Street	BRISBANE QLD 4001
BRISBANEQLD 4000
Phone:(07)3237 5999	Email: [email protected]
Fax:(07)3221 9227

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CONTENTS	CONTENTS	CONTENTS
Financial Services Guide					i
Glossary					v
PART	I: ASSESSMENT OF THE PROPOSED TRANSACTION				1
1.0	Introduction				1
2.0	Assessment of the Proposed Transaction				2
	2.1	Basis of Evaluation			2
	2.2	Assessment of Fairness			2
	2.3	Assessment of Reasonableness			4
	2.4	Opinion			6
3.0	Important Information				7
	3.1	Read this Report, and Other Documentation, in Full			7
	3.2	��			7
	3.3	Scope			7
	3.4	Purpose of this Report			8
	3.5	Current Market Conditions			8
	3.6	Reliance on Information			9
	3.7	Glossary			9
	3.8	Sources of Information			9
	3.9	APES 225 Valuation Services			10
	3.10	Forecast Information			10
	3.11	Qualifications			10
PART	II: INFORMATION SUPPORTING OUR OPINION ON THE PROPOSED TRANSACTION				11
4.0	Overview of the Proposed Transaction				11
	4.1	Summary of the Proposed Transaction			11
	4.2	Conditions Precedent to the Proposed Transaction			12
	4.3	Strategic Rationale for the Proposed Transaction			12
5.0	Background of ReNu				13
	5.1	Background			13
	5.2	Key Projects			14
	5.3	Equity Structure of ReNu			16
	5.4	Share Performance of ReNu			17
	5.5	Historical Financial Information of ReNu			20
6.0	Background of Countrywide				24
	6.1	Background			24
	6.2	Key Projects			25
	6.3	Corporate Structure of Countrywide			26
	6.4	Equity Structure of Countrywide			27
	6.5	Share Performance of Countrywide			27
	6.6	Historical Financial Information of Countrywide			27
7.0	Overview of Combined Entity				30
8.0	Industry Overview				31
	8.1	Renewable Energy Overview			31
	8.2	Bioenergy			31
	8.3	Hydrogen			33
	8.4	Clean Energy Traceability			36
	8.5	Unique water-based batteryelectrolytes			37
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9.0	Common Valuation Methodologies	Common Valuation Methodologies	38
	9.1	Discounted Cash Flows��	38
	9.2	Capitalisation��	38
	9.3	��	38
	9.4	Market Based Valuation��	39
10.0	Valuation of ReNu Prior to the Proposed Transaction		40
	10.1	Our Valuation Approach for ReNu	40
	10.2	Sum-of-Parts Valuation of ReNu	40
	10.3	Market Based Valuation of ReNu	42
	10.4	Conclusion on the Value of ReNu Shares	43
11.0	Valuation of the Combined Entity Following the Proposed Transaction		44
	11.1	Our Valuation Approach for the Combined Entity Post the Proposed Transaction	44
	11.2	Market Based Valuation of the Combined Entity Post the Proposed Transaction	44
	11.3	��	45
	11.4	Conclusion on the Value of Shares in the Combined Entity	46

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GLOSSARY

Reference	Definition
$	Australian dollars
ABV	Asset-based valuation
AFGA	Australian Financial Complaints Authority Limited
AGM	Annual general meeting
Allegro	Allegro Energy Pty Ltd
APES 225	Accounting Professional and Ethical Standards Board professional standard APES 225_Valuation_ Services
ASIC	Australian Securities and Investment Commission
ASX	Australian Securities Exchange
BDO Persons	The partners, directors, agents or associates of BDO
BDOCF	BDO Corporate Finance Ltd
Board, the	The board of directors of the Company
CAPM	Capital asset pricing model
CME	Capitalisation of Maintainable Earnings
Combined Entity	The Entity which exists after the Proposed Transaction has been completed
Company, the	ReNu Energy Limited
Corporations Act, the	The Corporations Act 2001
Countrywide	Countrywide Renewable Hydrogen Limited
DCF	Discounted cash flow
Directors, the	The Directors of the Company
EaaS	Energy as a Service
EAC	Energy Attributes Certificates
EBITDA	Earnings Before Interest, Tax, Depreciation and Amortisation
Enosi	Enosi Australia Pty Ltd
EV	Enterprise value
FiT	Feed-in tariff
FSG	Financial Services Guide
FY18	The financial year or 12-month period ended on 30 June 2018
FY19	The financial year or 12-month period ended on 30 June 2019
FY20	The financial year or 12-month period ended on 30 June 2020
FY21	The financial year or 12-month period ended on 30 June 2021
HOA	Heads of Agreement
HPP	The Hydrogen Portland Project
HTP	The Hydrogen Tasmania Project
MBV	Market-based valuation
Meeting, the	General meeting to be held on or around 1 February 2022
MoU	Memorandum of Understanding
MHH	The Melbourne Hydrogen Hub
Notice of Meeting, the	The Notice of Meeting and Explanatory memorandum dated 24 December 2021 prepared by ReNu
NPAT	Net profit after tax
NPV	Net present value

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Reference	Definition
Proposed Transaction, the	The acquisition of 100% of Countrywide Renewable Hydrogen Limited via the issue of approximately 135 million ReNu ordinary shares
Regulations, the	The Corporation Regulations 2001
ReNu	ReNu Energy Limited
Report, this	This independent expert's report prepared by BDOCF and dated 17 December 2021
RET	��Renewable Energy Target
RG 111	Regulatory Guide 111:Content of Expert Report, issued by ASIC
RGs	Regulatory guides published by ASIC
Shareholders, the	The holders of fully paid ordinary shares in the Company
Share Sale and Purchase Deed	The purchase agreement between Countrywide Renewable Hydrogen Limited and ReNu Energy Limited
SPV	Special purpose vehicle
SOP	Sum-of-parts
Uniflow	Uniflow Power Ltd
VWAP	Volume weighted average price
WACC	Weighted average cost of capital
We, us, our	BDO Corporate Finance Ltd

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17 DECEMBER 2021

Tel: +61 7 3237 5999 Level 10, 12 Creek Street Fax: +61 7 3221 9227 Brisbane, QLD 4000 www.bdo.com.au GPO Box 457, Brisbane QLD 4001 AUSTRALIA

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PART I: ASSESSMENT OF THE PROPOSED TRANSACTION

The Shareholders C/- The Directors ReNu Energy Limited Level 2, 52 McDougall Street Milton QLD 4064

17 December 2021

Dear Shareholders,

1.0 Introduction

BDO Corporate Finance �� shareholders �� ReNu Energy Limited �� ReNu � �� relation to the proposed acquisition of Countrywide Renewable Hydrogen Limited �� ).

On 10 November 2021, ReNu announced the signing of a share purchase agreement with the founders and shareholders of Countrywide. Specifically, the share purchase agreement related to the proposed acquisition of 100% of Countrywide through the issue of 134,659,520 fully paid ordinary shares as follows:

Countrywide founders � comprising Mr Geoffrey Drucker (Managing Director), Mr Stephen Nossal (Finance and Projects Director) and Ms Inge Drucker (Operations Director). The Countrywide founders will be issued approximately 99.8 million shares which equates to a relevant interest of 34.0% in the undiluted share capital of the post- ��
Countrywide noteholders � comprising 42 holders of Countrywide convertible notes who have each agreed to convert into Countrywide shares immediately before completion. The Countrywide convertible note holders will be issued approximately 30.9 million shares which equates to a relevant interest of 10.5% in the undiluted share capital of the Combined Entity; and
Peak Asset Management � in consideration for corporate advisory and broker fees payable by Countrywide to Peak Asset Management. Peak Asset Management will be issued approximately 3.9 million shares which equates to a relevant interest of 1.3% in the undiluted share capital of the Combined Entity.

In aggregate, the shares to be issued under the Proposed Transaction will equate to 45.8% of the undiluted share capital of the Combined Entity.

A more detailed description of the Proposed Transaction is set out in Section 4.

�� the �� and is to be included in the Notice of Meeting and Explanatory Memorandum dated 24 December �� Notice of Meeting �� prepared by ReNu in order to assist the Shareholders to form a view on whether to vote in favour of or against the Proposed Transaction.

In this Report, BDOCF has expressed an opinion as to whether or not the Proposed Transaction �� with information relating to the Proposed Transaction. The scope and purpose of this Report are detailed in Sections 3.3 and 3.4 respectively.

This Report, including Part I and Part II, should be read in full along with all other documentation provided to the Shareholders including the Notice of Meeting in relation to the general meeting to be held on or around 1 February 2022 �� .

BDO Corporate Finance Ltd ABN 54 010 185 725 AFS Licence No. 245513 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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2.0 Assessment of the Proposed Transaction

This section is set out as follows:

Section 2.1 sets out the methodology for our assessment of the Proposed Transaction;
Section 2.2 sets out our assessment of the fairness of the Proposed Transaction;
Section 2.3 sets out our assessment of the reasonableness of the Proposed Transaction; and
Section 2.4 provides our assessment of whether the Proposed Transaction is fair and reasonable to the Shareholders.

2.1 Basis of Evaluation

ASIC have issued Regulatory Guide 111: Content of Expert Reports �� , which provides guidance in relation to �� RG 111 relates to the provision of independent expe �� circumstances, including those where the expert is required to provide an opinion in relation to a takeover transaction. �� was examined and evaluated as well as the results of the examination and evaluation.

Under RG 111, a transaction �� shareholders is equal to or greater than the value of the shares that are the subject of the transaction. To assess whether a transaction �� give consideration prior to accepting or approving the transaction. This includes comparing the likely advantages and disadvantages if the transaction is approved with the position of the shareholders if the transaction is not approved.

RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if, �� , the expert believes that there are sufficient reasons for security holders to accept an offer in the absence of a higher bid. Our assessment concludes by providing our opinion as to whether or not the Proposed Transaction �� r and �� While all relevant issues need to be considered before drawing an overall conclusion, we will assess the fairness and reasonableness issues separately for clarity.

We have assessed the fairness and reasonableness of the Proposed Transaction in Sections 2.2 and 2.3 below and provide an opinion on whether the Proposed Transaction �� fair and reasonable �� to the Shareholders in Section 2.4 below.

2.2 Assessment of Fairness

2.2.1 Basis of Assessment

RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the securities subject to the offer. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, ��

Under RG 111.30, if the bidder is offering non-cash consideration in a control transaction, the expert should examine �� transaction is effected by a takeover bid, a scheme of arrangement or an issue of shares.

Under RG 111.31, the comparison should be made between the value of the securities being offered (allowing for a minority discount) and the value of the target entit �� sale. This comparison reflects the fact that:

a) the acquirer is obtaining or increasing control of the target; and
b) the security holders in the target will be receiving scrip constituting minority interests in the combined entity.

However, the expert may need to assess whether a scrip takeover is in effect a merger of entities of equivalent value �� expert may be ��

In the circumstances of the Proposed Transaction, we note:

�� will increase their re �� undiluted share capital from 0% to 34.0% �� will increase their interest by 10.5%;
Following the Proposed Transaction, it is our understanding that the Countrywide founders in aggregate will no longer be considered associates. Rather, Geoffrey and Inge Drucker will continue to be associates with a relevant interest in 23.5 �� undiluted share capital while Stephen Nossal will have a relevant interest of 10.5% of �� undiluted share capital;
�� renewable and clean energy incubator/accelerator strategy to take strategic stakes in and nurture renewable energy technologies and projects. There is no intention for the Proposed Transaction to deliver a control premium to the shareholders of either ReNu or Countrywide;

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The consideration under the Proposed Transaction comprises scrip only and the Countrywide founders have agreed to a voluntary escrow of 100% of their ReNu shares for 12 months from issue date, 75% of their ReNu shares for 18 months from issue date and 50% of their ReNu shares for 24 months from issue date;
�� Transaction; and
The three existing ReNu directors will comprise the majority of the Board following the Proposed Transaction (they will be joined by two directors appointed by Countrywide).

In our view, having regard to the above points, it is appropriate to assess the Proposed Transaction as a merger of entities of equivalent value. Our assessment of the fairness of the Proposed Transaction to the Shareholders is as follows:

a) Determine the value of a ReNu share on a minority interest basis prior to the Proposed Transaction;
b) Determine the value of a share in the post- �� on a minority interest basis; and
c) Compare the value determined in a) above with the value of b) to determine if the Proposed Transaction is fair.

In accordance with the requirements of RG 111, the �� Shareholders if the value determined in b) above is equal to or greater than the value determined in a) above.

2.2.2 Value of a ReNu Share Prior to the Proposed Transaction

In our view, for the purposes of the analysis set out in this Report, it is appropriate to adopt a value in the range of $0.026 to $0.075 per ReNu share. In forming this view, we considered:

Our Sum-of- �� approach to value the net assets of ReNu. This provided a value of a ReNu share of approximately $0.026 per share (refer Section 10.2.5) on a controlling interest basis. We believe that the SOP is relevant to our valuation range and have incorporated it at the lower end; and
Our adopted Market- �� of a ReNu share is within the range of $0.05 to $0.075 per share (refer Section 10.3.3) on a minority interest basis. We believe that the MBV is relevant to our valuation range and, in determining a high end of our valuation range, have placed more weight on the three month VWAP and capital raising price.

The valuation range adopted above is a relatively wide range. It is our view that it is appropriate to adopt a relatively wide range having regard to the relatively early stage of development of �� and the premium that the market is currently applying to ReNu above its SOP value.

Given the reliance on the MBV methodology, we consider our valuation range to be reflective of a minority interest in ReNu. For completeness, we note that we consider that any control premium applied to our valuation range for a controlling interest would be minimal (e.g. we consider the SOP valuation methodology to be reflective of a controlling interest and the MBV exceeds the SOP valuation methodology).

Our valuation of ReNu is set out in Section 8.

2.2.3 Value of a Share in the Combined Entity Post the Proposed Transaction on a Minority Interest Basis

In our view, for the purposes of the analysis set out in this Report, it is appropriate to adopt a value in the range of $0.080 to $0.110 per share in the Combined Entity post the Proposed Transaction on a minority interest basis. This view is based on our MBV for the period post the announcement of the Proposed Transaction. While the range is wide, we consider that greater weighting should be placed on the lower end of the MBV range as this is reflective of the capital raisings completed by ReNu post the announcement of the Proposed Transaction and the share trading of ReNu following the announcement of these capital raisings.

To provide additional information to the Shareholders, we completed an analysis in Section 11.3 of the implied value of Countrywide based on our SOP value of ReNu prior to the Proposed Transaction.

Our valuation of a share in the Combined Entity post the Proposed Transaction is set out in Section 11 of this Report.

2.2.4 Assessment of the Fairness of the Proposed Transaction

In order to assess the fairness of the Proposed Transaction, it is appropriate to compare the value of a ReNu share prior to the Proposed Transaction with the value of a share in the Combined Entity after the Proposed Transaction. Pursuant to RG 111, the Proposed Transaction is considered to be fair if the value of the share in the Combined Entity consideration is equal to or greater than the value of per ReNu share prior to the Proposed Transaction.

Table 2.1 below summarises our assessment of the fairness of the Proposed Transaction.

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Table 2.1: Assessment of the Fairness of the Proposed Transaction

	Low	High
	($)	($)
Value of a ReNu share prior to the Proposed Transaction	$0.026 $0.075

Value of a share in the Combined Entity	$0.08 $0.11
Source: BDOCF Analysis

Figure 2.1 summarises our assessment of the fairness of the Proposed Transaction, setting out a graphical comparison of our valuation of a ReNu share prior to the Proposed Transaction and our valuation of a share in the Combined Entity.

Figure 2.1: Fairness of the Proposed Transaction

Source: BDOCF analysis

With reference to Table 2.1 and Figure 2.1, we note that the value of a share in the Combined Entity exceeds our value range of a ReNu share prior to the Proposed Transaction. We reiterate our view that we consider the lower end of the Combined Entity valuation range more relevant as this is reflective of the capital raisings completed by ReNu post the announcement of the Proposed Transaction and the share trading of ReNu following the announcement of these capital raisings.

After considering the information summarised above and set out in detail in the balance of this Report, it is our view that, in the absence of any other information, the Proposed Transaction is Fair to the Shareholders as at the date of this Report.

2.3 Assessment of Reasonableness

2.3.1 Basis of Assessment

Under RG 111, a transaction is considered reasonable if it is fair. It may also be reasonable, despite not being fair, if after considering other significant factors the interests of the shareholders are reasonably balanced.

In addition to our fairness assessment set out in Section 2.2 above, to assess whether the Proposed Transaction is �� we consider it appropriate to examine other significant factors to which the Shareholders may give consideration prior to forming a view on whether to vote in favour of or against the Proposed Transaction. This includes comparing the likely advantages and disadvantages of approving the Proposed Transaction with the position of a Shareholder if the Proposed Transaction is not approved, as well as a consideration of other significant factors.

Our assessment of the reasonableness of the Proposed Transaction is set out as follows:

Section 2.3.2 sets out the potential advantages of the Proposed Transaction to the Shareholders;
Section 2.3.3 sets out the potential disadvantages of the Proposed Transaction to the Shareholders;
Section 2.3.4 sets out the position of the Shareholders if the Proposed Transaction is not approved; and
Section 2.3.5 provides our opinion on the reasonableness of the Proposed Transaction to the Shareholders.

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2.3.2 Advantages of the Proposed Transaction

Table 2.2 below outlines the potential advantages of the Proposed Transaction.

Table 2.2: Potential Advantages of the Proposed Transaction

Advantage	Explanation
The Proposed Transaction is fair	As set out in Section 2.2 above, the Proposed Transaction is fair to the Shareholders as at the
	date of this Report. RG 111 states that an offer is reasonable if it is fair.
Exposure to the green hydrogen industry	The Proposed Transaction provides ReNu with access to the green hydrogen industry through
	three Australian onshore green hydrogen opportunities, which will diversify��
	renewable energy portfolio. The transaction also introduces a pipeline of early-stage
	opportunities in Canada and the USA.
Transaction involves scrip consideration	The Proposed Transaction involves scrip issuance to Countrywide shareholders allowing ReNu
	to maintain their cash reserves.
A superior opportunity has not emerged	The Directors have advised that a large range of opportunities have been considered,
	however theyconsider the Proposed Transaction is the most advantageous.
Board and senior management	The Proposed Transaction will result in two experienced Countrywide Directors being
	appointed to the ReNu Board of Directors, namely Susan Oliver and Geoffrey Drucker. Both
	have extensive experience and are well regarded within the renewable energy industry
	having previous dealings with prospective investors, suppliers and government officials.
	Further information on Susan��Geoffrey��qualifications and experience is provided in
	Section 6.1.2.
Larger market capitalisation and potentially higher liquidity on the ASX	Based on our MBV prior to the Proposed Transaction in the range of $0.050 to $0.075 and
	assuming 159 million shares on issue, ReNu would have a market capitalisation in the range
	of $8.0 million to $11.9 million.
	If the Proposed Transaction is approved and implemented, the Combined Entity will have a
	market capitalisation of between $23.5 million and $32.3 million (calculated assuming 294
	million shares on issue with a share price of between $0.080 and $0.11 based on our
	valuation of the Combined Entity set out in Section 11.2 of this Report. This is a significantly
	higher market capitalisation than ReNu prior to the Proposed Transaction which may lead to
	greater market awareness and higher liquidity in the Combin��s.

	��34.0% of the shares in the
	Combined Entity on an undiluted basis which may limit some of the potential liquidity
	increases.

Source: BDOCF analysis

2.3.3 Disadvantages of the Proposed Transaction

Table 2.3 below outlines the potential disadvantages of the Proposed Transaction.

Table 2.3: Potential Disadvantages of the Proposed Transaction

Disadvantage	Explanation
��	The issue of shares to Countrywide Shareholders as part of the Proposed Transaction will
interests	have a dilutive effect on the current interests of ReNu Shareholders.

	If the proposed transaction is approved and implemented,��
	��relevant interest in��undiluted share capital from 0%
	��As
	a result, ReNu shareholders will be diluted.
	Following the completion of the transaction, Countrywide��
	become the largest shareholders of ReNu (a combined interest of 34.0% on an undiluted
	basis) and have a significant influence including the ability to block special resolutions.
Any future takeover offer may require	As noted directly above, if the Proposed Transaction is approved and implemented,
support of Countrywide founders	Countrywide founders will hold approximately 34.0% of the shares outstanding in the
	Combined Entity. For any future transaction to progress, Countrywide shareholders may be
	required to vote in favour.
Shareholders unlikely to receive	��
dividends in the short term	earnings and there is no guarantee that the Combined Entity will be able to generate
	sustainable earnings going forward. The prospect of ReNu shareholders receiving dividends
	from Countrywide��assets in the near term is unlikely, and in the medium to long term
	highly uncertain. For completeness we note that this dividend uncertainty will be unchanged
	from��

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Disadvantage	Explanation
There is a change in the scale of	ReNu is currently invested in battery and energy storage, clean energy tracing and small-
ReNu��	scale biomass generator technologies. If the Proposed Transaction is approved and
	implemented, the Combined Entity will operate with a focus on the production of hydrogen.
	This change to the scale of the activities of ReNu may not be consistent with existing ReNu
	��
	For completeness we note that if the Proposed Transaction does not proceed, ReNu is
	seeking to diversify its business activities beyond its existing portfolio.
Investment in the Combined Entity is	We consider an investment in the Combined Entity to be speculative. In particular, we note
speculative	the value implied for��in the range of $10.8 to $14.8 million based
	on our valuation of the Combined Entity (calculated as the 134.7 million consideration shares
	multiplied by our valuation range for the Combined Entity of $0.08 to $0.11). While this
	value may reflect current enthusiasm and speculation in relation to the potential for
	hydrogen production, it is not yet able to be supported by a track record of generating
	revenue and sustainable earnings.
	ReNu shareholders should consider that there is a risk that the share price may move
	materially before they are able to sell and realise the proceeds of their shares in the
	Combined Entity.

Source: BDOCF analysis

2.3.4 Position of the Shareholders if the Proposed Transaction is Not Approved

Table 2.6 below outlines the potential position of individual ReNu shareholders if the Proposed Transaction is not approved.

Table 2.6: Position of Shareholders if the Proposed Transaction is Not Approved

Position of Shareholders	Explanation
Countrywide will not be acquired and ReNu will not have any exposure to Countrywide��assets	If the Proposed Transaction is not approved, Countrywide will not be acquired by ReNu. The
	Shareholders will continue to be exposed to the risks and opportunities associated with
	��of assets and will��sprojects.
Share price may drop to pre- transaction levels	If the Proposed Transaction does not proceed, the price of ReNu shares may decrease
	relative to recent trading prices. As outlined in Section 5.5, the 1-month VWAP prior to the
	announcement of the Proposed Transaction was $0.0638 whereas the 1-month VWAP after
	the announcement was$0.1135.
An alternative investment target may need to be found	If the Proposed Transaction is not implemented, ReNu management will need to identify
	alternative investments.
Non-recoverable costs	ReNu will incur costs in relation to the Proposed Transaction irrespective of whether or not it
	is approved. ReNu will not be able to recover the costs that it has incurred in relation to the
	Proposed Transaction in the event that the Proposed Transaction is not approved.

Source: BDOCF analysis

2.3.5 Assessment of the Reasonableness of the Proposed Transaction

In our opinion, after considering all of the issues set out in this Report, it is our view that, in the absence of any other information, the Proposed Transaction is Reasonable to the Shareholders as at the date of this Report.

2.4 Opinion

After considering the above assessments, it is our view that, in the absence of any other information, the Proposed Transaction is Fair and Reasonable as at the date of this Report.

Before forming a view on whether to vote in favour of or against the Proposed Transaction, Shareholders must:

Have regard to the information set out in the balance of this Report, including the Important Information set out in Section 3.0;
Consult their own professional advisers; and
Consider their specific circumstances.

The decision to vote in favour of or against the Proposed Transaction is a separate decision to the investment decision to hold or divest shares in the Combined Entity in the event the Proposed Transaction is approved. We recommend shareholders consult their own professional advisers in relation to the decision on whether to hold or divest shares in the Combined Entity.

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3.0 Important Information

3.1 Read this Report, and Other Documentation, in Full

This Report, including Part I and Part II, should be read in full to obtain a comprehensive understanding of the purpose, scope, basis of evaluation, limitations, information relied upon, analysis, assumptions underpinning our work and our findings.

Other information provided to the Shareholders in conjunction with this Report should also be read in full, including the Notice of Meeting.

3.2 �� Individual Circumstances

Our analysis has been completed and our conclusions expressed at an aggregate level having regard to the Shareholders as a whole. BDOCF has not considered the impact of the Proposed Transaction on the particular circumstances of individual Shareholders. Individual Shareholders may place a different emphasis on certain elements of the Proposed Transaction relative to the emphasis placed in this Report. Accordingly, individual Shareholders may reach different conclusions as to whether or not the Proposed Transaction is fair and reasonable in their individual circumstances.

The decision of an individual Shareholder to vote in favour of or against the Proposed Transaction is likely to be influenced by their particular circumstances and accordingly, the Shareholders are advised to consider their own circumstances and seek their own independent advice.

Voting in favour of or against the Proposed Transaction is a matter for individual Shareholders based on their expectations as to the expected value, future prospects and market conditions together with their particular circumstances, including risk profile, liquidity preference, portfolio strategy and tax position. The Shareholders should carefully consider the Notice of Meeting. Shareholders who are in doubt as to the action they should take in relation to the Proposed Transaction should consult their professional adviser.

With respect to the taxation implications of the Proposed Transaction, it is strongly recommended that the Shareholders obtain their own taxation advice, tailored to their own particular circumstances.

3.3 Scope

In this Report we provide our opinion on whether the Proposed Transaction is fair and reasonable to the Shareholders.

This Report has been prepared at the request of the Directors for the sole benefit of the Shareholders entitled to vote to assist them in their decision to vote in favour of or against the Proposed Transaction. This Report is to accompany the Notice of Meeting to be sent to the Shareholders to consider the Proposed Transaction and was not prepared for any other purpose. Accordingly, this Report and the information contained herein may not be relied upon by anyone other than the Directors and the Shareholders without our written consent. We accept no responsibility to any person other than the Directors and the Shareholders in relation to this Report.

This Report should not be used for any other purpose and we do not accept any responsibility for its use outside this purpose. Except in accordance with the stated purpose, no extract, quote or copy of this Report, in whole or in part, should be reproduced without our written consent, as to the form and context in which it may appear.

We have consented to the inclusion of this Report with the Notice of Meeting. Apart from this Report, we are not responsible for the contents of the Notice of Meeting or any other document associated with the Proposed Transaction. We acknowledge that this Report may be lodged with regulatory authorities to obtain the relevant approvals prior to it being made available to the Shareholders.

The scope of procedures we have undertaken has been limited to those procedures required in order to form our opinion. Our procedures did not include verification work nor constitute an audit or assurance engagement in accordance with Australian Auditing and Assurance Standards. In preparing this Report we considered a range of matters, including the necessary legal requirements and guidance of the Corporations Act, ASIC regulatory guides, the listing requirements of the relevant exchanges (where relevant) and commercial practice.

In forming our opinion, we have made certain assumptions and outline these in this Report including:

We have performed our analysis on the basis that the conditions precedent to the Proposed Transaction are satisfied;
That matters such as title to all relevant assets, compliance with laws and regulations and contracts in place are in good standing, and will remain so, and that there are no material legal proceedings, other than as publicly disclosed;
All information which is material to the Shareholders � decision on the Proposed Transaction has been provided and is complete, accurate and fairly presented in all material respects;
ASX announcements and other publicly available information relied on by us are accurate, complete and not misleading;
If the Proposed Transaction is approved, that it will be implemented in accordance with the stated terms;

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The legal mechanism to implement the Proposed Transaction is correct and effective;
There are no undue changes to the terms and conditions of the Proposed Transaction or complex issues unknown to us; and
Other assumptions, as outlined in this Report.

In this Report we have not provided any taxation, legal or other advice of a similar nature in relation to the Proposed Transaction. ReNu has engaged other advisors in relation to those matters.

ReNu has ackno �� other capacity, including a fiduciary capacity.

The statements and opinions contained in this Report are given in good faith and are based upon our consideration and assessment of the information provided by the Board, executives and management of all the entities.

3.4 Purpose of this Report

An independent expert, in certain circumstances, must be appointed to meet the requirements set out in the Corporations Act, the Regulations, RGs and in some cases the listing requirements of the relevant exchanges. These requirements have been set out in Sections 3.4.1 and 3.4.2 below.

3.4.1 Requirements of the Corporations Act

Section 606 of the Corporations Act states that, subject to the exceptions set out in s �� in issued voting shares in a listed company cannot be increased from 20% or below to more than 20%, or increasing �� holder the power to control the right to vote or dispose of shares.

If the Proposed Transaction is approved, the founders of Countrywide, who are associates, will obtain a relevant interest in approximately 99.8 million ReNu shares, which equates to approximately 34.0% �� undiluted share capital. In these circumstances, an exemption from section 606 must be sought under item 7 of section 611 of the Corporations Act.

Item 7 of section 611 allows a party to gain a relevant interest in shares of a public company that would otherwise be prohibited under subsection 606(2) of the Corporations Act if the Proposed Transaction is approved in advance by a resolution passed at a general meeting of the company, and:

No votes are cast in favour of the resolution by any party who is associated with the party acquiring the shares, or by the party acquiring the shares; and
There was full disclosure of all information known by both the party proposing to make the acquisition, their associates and the company in relation to the transaction which was material to a decision on how to vote on the resolution.

ASIC RG 74: Acquisitions Approved by Members states that the obligation to supply shareholders with all material information can be satisfied by the non-associated directors of ReNu by either:

Undertaking a detailed examination of the Proposed Transaction themselves, if they consider that they have sufficient expertise; or
��

�� Shareholders to assist them to form a view on whether to vote in favour of or against the Proposed Transaction.

3.4.2 Listing Requirements

We have been instructed that ReNu will not be using this Report or our assessment of the Proposed Transaction for the purpose of complying with the listing requirements of the ASX or any other stock exchange.

3.5 Current Market Conditions

Our opinion and the analysis set out in this Report is based on economic, commodity, market and other conditions prevailing at the date of this Report. Such conditions can change significantly over relatively short periods of time and may have a material impact on the results presented in this Report and result in any valuation or other opinion becoming quickly outdated and in need of revision.

In circumstances where we become aware of and believe that a change in these conditions, prior to the Meeting, results in a material statement in this Report becoming misleading, deceptive or resulting in a material change in valuation, we will provide supplementary disclosure to ReNu. BDOCF is not responsible for updating this Report following the Meeting or in the event that a change in prevailing circumstance does not meet the above conditions.

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3.6 Reliance on Information

ReNu recognises and confirms that, in preparing this Report, except to the extent to which it is unreasonable to do so, BDOCF, BDO Services �� will be using and relying on publicly available information and on data, material and other information furnished to BDO Persons by ReNu, its management, and other parties, and may assume and rely upon the accuracy and completeness of, and is not assuming any responsibility for independent verification of, such publicly available information and the other information so furnished.

Unless the information we are provided suggests the contrary, we have assumed that the information provided was reliable, complete and not misleading, and material facts were not withheld. The information provided was evaluated through analysis and inquiry for the purpose of forming an opinion as to whether or not the Proposed Transaction is fair and reasonable.

We do not warrant that our inquiries have identified or verified all of the matters which an audit, extensive examination or due diligence investigation might disclose. In any event, an opinion as to whether a corporate transaction is fair and reasonable is in the nature of an overall opinion rather than an audit or detailed investigation.

It is understood that the accounting information provided to us was prepared in accordance with generally accepted accounting principles.

Where we relied on the views and judgement of management, the information was evaluated through analysis and inquiry to the extent practical. Where we have relied on publicly available information, we have considered the source of the information and completed our own analysis to assist us to determine the accuracy of the information we have relied on. However, in many cases the information we have relied on is often not capable of external verification or validation and on that basis we provide no opinion or assurance on the information.

The Directors represent and warrant to us for the purpose of this Report, that all information and documents furnished by ReNu (either by management directly or through its advisors) in connection or for use in the preparation of this Report do not contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein. We have received representations from the Directors in relation to the completeness and accuracy of the information provided to us for the purpose of this Report.

Under the terms of our engagement, ReNu has agreed to indemnify BDO Persons against any claim, liability, loss or expense, costs or damage, arising out of reliance on any information or documentation provided, which is false or misleading or omits any material particulars, or arising from failure to supply relevant documentation or information.

3.7 Glossary

Capitalised terms used in this Report have the meanings set out in the glossary. A glossary of terms used throughout this Report is set out immediately following the Table of Contents at the start of this Report.

�� his Report are in Australian dollars unless otherwise stated.

3.8 Sources of Information

This Report has been prepared using information obtained from sources including the following:

ReNu annual report for the year ended 30 June 2019, 30 June 2020 and 30 June 2021;
ReNu management accounts as at 31 October 2021;
ReNu management share files which include board minutes, project information, and relevant information related to investments;
ReNu ASX announcements;
Countrywide financial statements for the year ended 30 June 2019, 30 June 2020 and 30 June 2021;
Countrywide management accounts as at 31 October 2021;
Countrywide management share files which include board minutes, project information, and relevant Memorandums �� o �� );
Capital IQ;
IBISWorld;
Consensus Economics;
MergerMarket;
Other research publications and publicly available data as sourced throughout this Report;
Various transaction documents provided by the ReNu management and their advisors; and
Discussions and other correspondence with ReNu management and their advisers.

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3.9 APES 225 Valuation Services

This assignment is a Valuation Engagement as defined by Accounting Professional & Ethical Standards Board professional standard APES 225 Valuation Services �� ation Engagement is defined by APES �� Engagement or Assignment to perform a Valuation and provide a Valuation Report where the Valuer is free to employ the Valuation Approaches, Valuation Methods, and Valuation Procedures that a reasonable and informed third party would perform taking into consideration all the specific facts and circumstances of the Engagement or Assignment ��

This Valuation Engagement has been undertaken in accordance with the requirements set out in APES 225.

3.10 Forecast Information

�� adopted by the Directors in order to provide us with a guide to the potential financial performance of ReNu. There is a considerable degree of subjective judgement involved in preparing forecasts since they relate to event(s) and transaction(s) that have not yet occurred and may not occur. Actual results are likely to be different from the forecast financial information since anticipated event(s) or transaction(s) frequently do not occur as expected and the variation between actual results and those forecast may be material.

The d �� -estimate assumptions on which the forecast is based relate to future event(s) and/or transaction(s) that management expect to occur and actions that management expect to take and are also subject to uncertainties and contingencies, which are often outside the control of ReNu. Evidence may be available to support the d �� -estimate assumptions on which the forecast is based however, such evidence is generally futureoriented and therefore speculative in nature. In certain circumstances, we may adjust the forecast assumptions provided by management to complete our valuation work. In this instance, the forecasts we have adopted for our valuation work will not be the same as the forecasts provided by management.

BDOCF cannot and does not provide any assurance that any forecast is representative of results or outcomes that will actually be achieved. While we have considered the forecast information to the extent we considered necessary to complete the analysis set out in this Report, we have not been engaged to provide any form of assurance conclusion on any forecast information set out in this Report. We disclaim any assumption of responsibility for any reliance on this Report, or on any forecast to which it relates, for any purpose other than that for which it was prepared. We have assumed, and relied on representations from certain members of management, that all material information concerning the prospects and proposed operations of ReNu has been disclosed to us and that the information provided to us for the purpose of our work is true, complete and accurate in all respects. We have no reason to believe that those representations are false.

3.11 Qualifications

BDOCF has extensive experience in the provision of corporate finance advice, including takeovers, valuations and acquisitions. BDOCF holds an Australian Financial Services Licence issued by ASIC for preparing expert reports pursuant to the Listing Rules of the ASX and the Corporations Act.

BDOCF and its related parties in Australia have a wide range of experience in transactions involving the advising, auditing or expert reporting on companies that have operations domestically and in foreign jurisdictions. BDO in Queensland and in Australia is a national association of separate partnerships and entities and is a member of the international BDO network of individual firms.

Mark Whittaker and Chris Catanzaro have prepared this Report with the assistance of staff members. Mr Whittaker, BCom (Hons), CA, CFA, and Mr Catanzaro, BCom (Hons), BBusMan, CA, CFA, are directors of BDOCF. Both Mr Whittaker and Mr Catanzaro have extensive experience in corporate advice and the provision of valuation and professional services to a diverse range of clients, including large private, public and listed companies, financial institutions and professional organisations. Mr Whittaker and Mr Catanzaro are considered to have the appropriate experience and professional qualifications to provide the advice offered within this Report.

BDO Corporate Finance Ltd

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Mark Whittaker Director

Chris Catanzaro Director

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PART II: INFORMATION SUPPORTING OUR OPINION ON THE PROPOSED TRANSACTION

4.0 Overview of the Proposed Transaction

This section sets out an overview of the Proposed Transaction and is structured as follows:

Section 4.1 provides a brief description of the Proposed Transaction;
Section 4.2 summarises the conditions precedent to the Proposed Transaction;
Section 4.3 details the rationale for the Proposed Transaction; and

This section is a summary only and should not be treated as a complete description of the Proposed Transaction. The Shareholders should refer to the Notice of Meeting and any subsequent disclosures for additional information relating to the Proposed Transaction.

4.1 Summary of the Proposed Transaction

ReNu is a listed Australian company focused on implementing its renewable and clean energy incubator/accelerator strategy, by taking stakes in and nurturing renewable and clean energy technologies and projects. Originally listed on the ASX as Geodynamics Limited, ReNu has taken several steps in recent years to move away from its original focus on geothermal energy, including the successful abandonment in April 2021 of its two remaining geothermal wells, Habanero 3 and 4, located in the Cooper Basin in South Australia. �� focuses on �� incubator/accelerator strategy.

In line with its revised business strategy, prior to the announcement of the Proposed Transaction, ReNu invested in two renewable energy companies: Uniflow �� and Enosi �� . Following the announcement of the Proposed Transaction, ReNu announced that it was undertaking a third renewable investment, this time in Allegro �� .

On 10 November 2021, ReNu announced the signing of a share purchase agreement to acquire 100% of Countrywide through the issue of 134,659,520 fully paid ordinary shares in ReNu. Upon completion of the Proposed Transaction, �� will increase their interest in �� undiluted share capital from 0% to 34% and convertible note holders will increase their interest by 10.5%.

Countrywide is an Australian company that originates green hydrogen projects to develop them in collaboration with project partners and governments. �� green hydrogen industry through three Australian onshore green hydrogen opportunities under initiation with State Governments and corporate partners.

Table 4.1 sets out the indicative capital structure following completion and assumes that no additional shares are issued, or options exercised, prior to completion of the Proposed Transaction.

Table 4.1: Impact of Proposed Transaction �� Capital Structure

Pre-Transaction	Post Transaction
Number of Shares Percentage Holding - Undiluted Percentage Holding� Fully Diluted Number of Shares Percentage Holding - Undiluted Percentage Holding� Fully Diluted
ReNu Shareholders 159,162,9231 100.00% 83.10% 159,162,923 54.17% 48.79%
ReNu Option holders 32,376,3172 - 16.90% 32,376,3172 - 9.93%
Countrywide Founding Shareholders - - - 99,793,612 33.96% 30.59%
Countrywide Convertible Note Holders Not Known3 Not Known3 Not Known3 30,943,787 10.53% 9.49%
Shares Issued to Corporate Adviser - - - 3,922,121 1.33% 1.20%
Total 191,539,240 100.00% 100.00% 326,198,760 100.00% 100.00%

Source: ReNu FY21 Annual Report, ReNu Management, BDOCF analysis

1 For the purpose of our analysis we have included the 26.4 million shares issued on 9 December 2021 from the capital raising. However, we have not included any shares or options to be issued under the proposed share purchase plan which is due to close on 28 January 2022 or any shares to be issued to the directors or senior management of ReNu subject to approval at the Meeting.

2 We note that the 32.4 million outstanding ReNu options includes 5 million options which are proposed to be issued to ReNu � s advisor (awaiting shareholder approval) but does not include any options to be issued under the proposed share purchase plan which is due to close on 28 January 2022.

3 We understand that some Countrywide convertible noteholders currently hold ReNu ordinary shares, although the exact number held is not known by ReNu management. As a result, for the purpose of the analysis in this table, we have not included a pre transaction ReNu shareholding for Countrywide convertible noteholders. For completeness, we note the largest noteholder will receive approximately 3.3 million shares in ReNu as a result of the Proposed Transaction which equates to a relevant interest of approximately 1.0%.

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An additional key term of the Proposed Transaction, as set out in the Notice of Meeting, is that on completion of the Proposed Transaction, two members nominated by Countrywide will be appointed to the ReNu Energy Board of Directors. Countrywide proposes to nominate current Managing Director Mr Geoffrey Drucker as an Executive Director and Non-executive Chair Ms Susan Oliver AM as a Non-executive Director.

4.2 Conditions Precedent to the Proposed Transaction

The Proposed Transaction is subject to certain conditions. In summary, the satisfied conditions include:

ASX confirmation that it does not require ReNu to re-comply with Chapters 1 and 2 of the Listing Rules. These chapters relate to the admission and quotation of securities;
Agreement by the Countrywide noteholders of the noteholder offer, which includes the conversion of the n �� convertible notes into shares, and an agreement by Countrywide noteholders to sell all of their shares in Countrywide to ReNu; and
ReNu completing due diligence investigations and being satisfied with the results in its sole and absolute discretion.

In summary, the conditions that have not yet been satisfied include:

The founders of Countrywide agreeing to a voluntary escrow of 100% of their ReNu shares for 12 months from issue date, 75% of their ReNu shares for 18 months from issue date and 50% of their ReNu shares for 24 months from issue date;
Each of the founders of Countrywide entering into new employment agreements or contracting arrangements with Countrywide or ReNu;
Countrywide allowing ReNu to receive all approvals, consents and waivers that ReNu determines (acting reasonably) are necessary or desirable to implement the Proposed Transaction;
There being no circumstances arising or existing prior to completion which would constitute or give rise to a breach of any of �� obligations under the Share Sale and Purchase Deed; and
ReNu shareholders approving under item 7 section 611 of the Corporations Act for various aspects of the acquisition where Countrywide f �� .

The conditions precedent to the Proposed Transaction are discussed in more detail in the Notice of Meeting.

4.3 Strategic Rationale for the Proposed Transaction

The directors of ReNu are of the view that the Proposed Transaction provides the following advantages:

�� in and nurturing renewable and clean energy technologies and projects. Specifically, the Proposed Transaction provides access to the green hydrogen industry through three Australian onshore green hydrogen opportunities: The Hydrogen Tasmania Project, The Melbourne Hydrogen Hub and The Portland Hydrogen Project;
The MoUs and collaboration agreements in place demonstrate strong counterparty interest and the time invested and extent of the relationships the founders have developed in each of the three Australian onshore green hydrogen opportunities is difficult to replicate for a new entrant and provides a degree of first mover advantage to the opportunity;
�� differentiation from Australian competitors, who are focussed on exports to overseas markets;
Countrywide have a pipeline of early-stage business plans for the development of hydrogen projects in Canada and the USA; and
The Proposed Transaction comes with experienced Board and management, no debt and positive working capital to progress the green hydrogen opportunities in the short term.

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5.0 Background of ReNu

This section is set out as follows:

Section 5.1 provides an overview and background information on ReNu;
Section 5.2 outlines ReNu �� key projects;
Section 5.3 summarises the corporate structure of ReNu;
Section 5.4 summarises the equity structure of ReNu;
Section 5.5 summarises the share market performance of ReNu; and
Section 5.6 summarises the historical financial information of ReNu.

5.1 Background

ReNu is a listed Australian company headquartered in Brisbane, Australia. ReNu was listed as Geodynamics Limited on the ASX in September 2002 and rebranded to ReNu Energy in 2016 following its commitment to becoming a diversified clean energy company. ReNu is currently focused on acquiring strategic stakes in and nurturing renewable and clean energy technologies and projects as part of its accelerator/incubator strategy.

Prior to this change, from 2015 ReNu was focused on diversifying beyond geothermal, initially into bioenergy through the acquisition of Quantum Power and then expanding into solar PV and other clean energy offerings. The solar assets were sold in 2019 and the bioenergy assets in 2020.

� Prior to 2015 the company (as Geodynamics) was focussed on geothermal energy commercialising the extraction of energy from its geothermal te �� per Basin and exploring geothermal opportunities elsewhere in Australia and the Pacific Islands. In the Cooper Basin, ReNu and the other licensees had drilled several geothermal wells and constructed a 1MW generation plant. However, after observing that the commercialisation of large-scale �� mix in the short, medium or long term (and observing a move towards other technologies such as solar PV and battery storage), ReNu management made the decision in 2015 to cease further exploration and development activities in the Cooper Basin.

ReNu announced plans to abandon its two remaining geothermal wells, Habanero 3 and 4, remediate the Cooper Basin assets and focus on other renewable energy sectors. ReNu completed the abandonment of the geothermal wells in April 2021. Now that the well abandonments are complete, ReNu management do not anticipate any further cost to ReNu from its legacy geothermal assets.

In June 2021, ReNu announced its revised focus to become one of the only ASX listed companies focusing on a renewable and clean energy incubator/accelerator strategy. The strategy involves taking strategic stakes in and nurturing renewable energy technologies and projects, including green hydrogen, moving to either a controlling interest, supporting through to an IPO process or exiting via trade sale. In line with its revised business strategy, ReNu successfully completed capital raisings in June 2021 and December 2021 to be used to execute investments in the renewable energy sector. In conducting the capital raisings, ReNu looked to identify new investors based on their �� renewable and clean energy incubator/accelerator strategy.

�� incubator/accelerator strategy. Uniflow is an unlisted public company dedicated to commercialising a new renewable energy technology, a micro renewable generator that is fuelled by agricultural waste, biomass and/or solar thermal. Enosi is an Australian company that has developed a renewable energy grid scale trading and tracing solution. Specifically, they are rolling out via retailers, a clean energy traceability solution which enables customers to confirm the purchase of renewables on regional networks. Allegro is a battery and energy storage company focused on the commercialisation of a unique water-based electrolyte. These investments are further discussed in Section 5.2.

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Figure 5.1 summarises the key events undertaken by ReNu across 2021. Figure 5.1: Key ReNu Events in 2021

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Source: ReNu FY21 Annual Report, ReNu ASX Announcements, ReNu management, BDOCF analysis

5.2 Key Projects

5.2.1 Overview

Figure 5.2 below ��

Figure 5.2: Summary of ReNu ��

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Source: ReNu Management � company structure as at 12 October 2021, BDOCF analysis

ReNu management have advised that the green hydrogen investment arm (RE Holding Company) is a dormant company �� . We have discussed Uniflow, Enosi and Allegro further below.

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5.2.2 Uniflow

Uniflow is a Canberra based company that is currently planning the pilot production run of the Cobber generator, a patented micro renewable biomass fuel steam engine generator. The Cobber engine is patented in major international markets and has been designed to use low grade biomass fuels for producing 4.5kW electrical power and 20kW of thermal energy. Greenhouse emissions balance testing indicates that the Cobber has a CO2 emissions intensity approximately 90% less than a small diesel generator and approximately 95% less than a small petrol generator, per kWh of electricity produced.

Uniflow is in the process of commissioning and demonstrating an advanced prototype in Canberra. Uniflow expects to complete the testing design and engineering work required to prepare a commercial model of the Cobber for market during 2022.

�� National Institute of Industrial Technology, a government standards and research organisation focusing on rural and agricultural application �� ReNu management have advised that both parties are currently working on a formal agreement.

ReNu �� Uniflow to date includes:

A $250,000 working capital loan by convertible note invested in July 2021 with a maturity date on 30 June 2022. The note is convertible into 3.33% of the issued share capital in Uniflow (on a post money basis); and
A $50,000 working capital loan by convertible note, that was invested on 1 December 2021.

ReNu decided to invest in tranches in order to provide itself the opportunity to reassess the investment rationale before committing additional equity. ReNu made the immediate working capital loan to provide funding to Uniflow to complete the Canberra demonstration project, which ReNu believe is an important milestone for Uniflow.

ReNu intends to provide financial and management support for the development and commercialisation of the Cobber renewable technology.

Multiple parties have invested in Uniflow through funding rounds. Management have advised that ReNu has the right to maintain its fully diluted interest in the company at subsequent capital raises.

5.2.3 Enosi

Enosi is an Australian company focused on accelerating the transition to clean electricity. Enosi has developed Powertracer, a clean energy traceability solution which enables corporations and individual customers to confirm the purchase of 100% renewables 24/7 on regional networks. Specifically, Enosi uses cryptographic validation technology �� A smart meter is an electronic meter that records energy consumption in regular intervals. By doing this, Enosi is able to tell customers how much electricity they are using and the source of that electricity.

The Enosi Powertracer platform will support companies and member organisations by enabling customers to deal directly with clean energy sources. More specific �� and generators (solar and wind farm owners) to bring cheaper energy to the market and to recruit corporates to demand traceability products. Enosi is currently partnered with three renewable energy retailers: Energy Locals; Simply Energy; and Enova Community Energy. Enosi first trialled its Powertracer platform with Energy Locals, who have been utilising the technology since 2019.

ReNu entered into a subscription agreement with Enosi in September 2021 to invest $500,000 in two $250,000 tranches. ReNu announced the completion of the first tranche of its investment on 14 October 2021, and announced the completion of the second tranche of its investment on 30 November 2021. ReNu has now invested $500,000 and holds approximately 5.8% of Enosi (on a post-money basis). ReNu believes this investment will gain shareholders exposure to a company at the forefront of developing a new class of Energy as a Service technology.

�� round undertaken by Enosi, which raised a total of $1.48 million. Parties that have invested alongside ReNu on similar terms include clean tech incubator and advisory firm Energy Estate, �� the Clean Energy Finance Corporation) and Mirvac Ventures. ReNu has the right to maintain its fully diluted interest in the company at subsequent capital raises.

5.2.4 Allegro

Allegro, founded in 2021, is an Australian battery and energy storage technology company focussed on providing safe, clean and green energy storage solutions for a renewable energy economy. Allegro is focussed on the commercialisation of a unique water-based electrolyte, an energy storage solution which can be used in the development of high performance, safe, non-toxic, non-flammable supercapacitors and redox flow batteries at a lower cost than those currently available in the market.

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�� . It is patented in Australia, New Zealand, China and Europe, and patent applications have been lodged in the US and Japan. Allegro holds an exclusive worldwide licence from Wellington UniVentures to commercialise the technology.

The technology fits into a number of applications that current storage technologies are not well suited to, and has applicability in electric mobility, grid stabilisation, frequency control ancillary services and uninterrupted power supply. Allegro has built and validated several prototypes of the technology in a laboratory environment and intends to develop and scale the supercapacitor and redox flow battery technology to industry quality over the next 12 months. Allegro has received interest from potential partners and customers interested in supporting the early development of a redox flow battery pilot plant.

�� investment of $450,000 for 5% is part of a broader funding round undertaken by Allegro to raise approximately $1 million. ReNu has the right to maintain its fully diluted interest in the company at subsequent capital raises.

5.3 Equity Structure of ReNu

5.3.1 Ordinary Shares

As at 9 December 2021, ReNu had 159,162,923 ordinary shares on issue. ReNu has also announced a share purchase plan to raise up to approximately $1.5 million (before costs) through the issue of approximately 16.7 million shares. The share purchase plan is scheduled to close on 28 January 2022.

The top 10 shareholders are set out in Table 5.1. Table 5.1 does not consider the impact of any changes in shareholding as a result of the Proposed Transaction or the recently announced share purchase plan.

Table 5.1: Top 10 Shareholders as at 9 December 2021

	Shareholders	Number of Shares	Percentage Holding (%)
1	North Western Surveys PtyLtd	5,204,571	3.27
2	10 Bolivianos PtyLtd	4,122,661	2.59
3	Mr AnthonyJames Cotter & Mrs Deborah Joanne Cotter	2,227,069	1.40
4	Kovi G Investments PtyLtd	2,162,326	1.36
5	Indevco GroupHoldings PtyLimited	2,055,000	1.29
6	CiticorpNominees PtyLimited	1,840,140	1.16
7	Mr Jinyu Liu	1,500,000	0.94
7	Ms Pinghua Liu	1,500,000	0.94
9	CiticorpNominees PtyLimited	1,165,858	0.73
10	TagInvestments Australia PtyLtd	1,111,111	0.70
10	Sizz PtyLtd	1,111,111	0.70
	Other	135,163,076	84.92
	Total shares on issue	159,162,923 100

Source: ReNu management 1 North Western Surveys Pty Ltd is a substantial shareholder refer below note.

Having regard to the information set out in Table 5.1 above, we note that ReNu has a diversified share register with the top ten shareholders only holding 15.08%. North Western Surveys Pty Ltd is the only substantial shareholder with an associate inclusive interest of 8,480,879 total shares (5.33%).

5.3.2 Options on Issue

As at 6 December 2021, ReNu had 27,376,317 listed options on issue that trade under the ticker ASX:RNEO and 5,000,000 options to be issued to the broker, subject to shareholder approval. These options have a strike price of $0.07 per share and expire on 31 December 2023.

Subject to shareholder approval, ReNu may also issue a further 4,166,667 options on similar terms under the recently announced share purchase plan.

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5.4 Share Performance of ReNu

5.4.1 Share Price Performance

Figure 5.3 �� ReNu shares traded on the ASX over the period 10 December 2020 to 10 December 2021.

Figure 5.3: Daily VWAP and Volume of ReNu Shares Traded from 10 December 2020 to 10 December 2021

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----- Start of picture text -----

$0.1500 45,000,000
40,000,000
$0.1300
35,000,000
$0.1100 30,000,000
25,000,000
$0.0900
20,000,000
$0.0700 15,000,000
10,000,000
$0.0500
5,000,000
$0.0300 0
Volume VWAP (AUD) Key Event Value
VWAP ($) Volume
----- End of picture text -----

Source: Capital IQ as at 13 December 2021

Over the period graphed in Figure 5.3 above, ReNu �� $0.0310 on 29 December 2020 and a period high of $0.1414 on 15 November 2021.

In addition to the share price and volume data of ReNu shown above, we have also provided additional information in Table 5.2 below to assist readers to understand the possible reasons for the movement in ReNu �� period analysed. The selected ASX announcement references in Table 5.2 below correspond to those displayed in Figure 5.3 above.

Table 5.2: Selected ReNu ASX Announcements from 9 December 2020 to 10 December 2021

Date	Announcement
09/12/2020	ReNu announces it will extend the term of its Services Agreement with consultancy firm Pacific Energy
	Partners Pty Ltd to 31 March 2021. The Board considers the extension to be of material benefit to ReNu Energy
	as it continues to address its geothermal remediation obligations in the Cooper Basin.
29/01/2021	ReNu releases an activities report for the quarter ending 31 December 2020 announcing that long lead items
	for the Cooper Basin remediation are in transit to Australia and field work has been completed to prepare the
	well sites for the arrival of the workover rig.
26/02/2021	ReNu reports earnings results for the half year ended 31 December 2020, announcing a $523,921 loss for the
	half year and a cash position of $2.40 million.
26/02/2021	ReNu announces that the field activities for the abandonment of the Habanero 3 and 4 wells located in the
	��share of the cost to complete the Cooper Basin
	��
	million.
19/03/2021	ReNu announces a substantial holder notice. The two new substantial holders now together hold 5,803,850
	ordinary shares, and 5.46% voting power.
13/04/2021	ReNu announces that the abandonment of the Habanero 3 and 4 wells located in the Cooper Basin of South
	Australia is complete. The licensees will now work to finalise the remaining surface remediation activities
	required to surrender GRL3.
30/04/2021	ReNu releases an activities report for the quarter ending 31 March 2021, announcing the completion of the
	abandonment of the Habanero 3 and 4 wells located in the Cooper Basin of South Australia.

�� REPORT

17 DECEMBER 2021

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Date	Announcement
02/06/2021	ReNu announces the successful completion of a $1.46 million placement through the issue of 26,552,581 ReNu
	��
	in anticipation of executing a strategic investment in the renewable energy sector.
25/06/2021	ReNu announces intentions to invest in Uniflow. ReNu is expected to make its first investment of $1 million to
	acquire a 13.3% initial stake in Q3 2021, and a further $500,000 investment by 31 December 2021 to increase
	its stake to 20%.
14/07/2021	ReNu announces a revised investment structure in Uniflow. The investment will now occur in three tranches
	comprising: immediate $0.25 million working capital loan by convertible note; equity investments of $0.75
	million and $0.50 million on or before 1 October 2021 and 1 March 2022 respectively; and three free attaching
	options for every share acquired by ReNu. The revised investment structure provides ReNu a further
	assessment milestone before committing additional equity and provides the Company with flexibility to pursue
	additional opportunities in the renewable energy sector.
30/07/2021	ReNu releases an activities report for the quarter ending 30 June 2021, announcing that it will continue to
	progress its clean energy incubator/accelerator strategy.
10/09/2021	ReNu announces a subscription agreement signed with Enosi for an investment of $500,000 in two $250,000
	tranches.
14/10/2021	ReNu announces the completion of the first tranche of investment in Enosi.
29/10/2021	ReNu releases an activities report for the quarter ended 30 September 2021, announcing that advanced
	discussions are being had for a third strategic investment in the green hydrogen sector.
10/11/2021	ReNu announces the Proposed Transaction (i.e. the proposed transaction with Countrywide).
11/11/2021	ReNu announces that they have received a $634,000 research and development tax refund.
30/11/2021	ReNu announces the completion of the second tranche of its investment in Enosi. ReNu has now invested
	$500,000, and holds approximately 5.8% of Enosi.
06/12/2021	ReNu announces it has received firm commitments from professional and sophisticated investors for a capital
	raising of $2.376 million placement through the issue of 26.4 million new ReNu shares at $0.09. Demand for
	the placement exceeded more than two times the amount raised and ReNu welcomed several new funds,
	family offices and new shareholders to the register. Subscribers will receive one attaching option for every
	��
	energy investments.
06/12/2021	ReNu announces a shareholder share purchase plan. Eligible shareholders will have the right to apply for up to
	$30,000 worth of new shares at $0.09 to raise approximately $1.5 million.
07/12/2021	ReNu announces it has signed a subscription agreement with Allegro Energy for an investment of $450,000 (a
	5% stake).
09/12/2021	ReNu announces it has completed its investment in Allegro.
09/12/2021	ReNu announces that the placement shares and placement options that were announced on 6 December 2021
	have been issued.

Source: ReNu ASX Announcements

In Table 5.3 below we have set out ReNu �� 1 month, 3 month, 6 month, 9 month and 12 month periods ended 9 November 2021, being the last date ReNu traded prior to announcing the Proposed Transaction. We have also set �� VWAP for the 1 week, 1 month, 3 months, 6 months, 9 months and 12 months prior to 10 December 2021.

Table 5.3: ReNu �� Up to 9 November 2021 and 10 December 2021

Length of Relevant VWAP Period	VWAP up to 9 November 2021	VWAP up to 10 December 2021

1 Week	$0.0756	$0.0899
1 Month	$0.0638	$0.1135
3 Months	$0.0587	$0.1091
6 Months	$0.0627	$0.1001
9 Months	$0.0741	$0.0968
12 Months	$0.0669	$0.0886

Source: Capital IQ as at 13 December 2021

�� REPORT

17 DECEMBER 2021

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The information presented in Table 5.3 is shown graphically in Figure 5.4 below.

Figure 5.4: ReNu �� Up to 9 November 2021 and 10 December 2021

==> picture [483 x 234] intentionally omitted <==

----- Start of picture text -----

$0.1200
$0.1000
$0.0800
$0.0600
$0.0400
$0.0200
$0.0000
1 Week 1 Month 3 Months 6 Months 9 Months 12 Months
Period up to 09 November 2021 Period up to 10 December 2021
VWAP ($)
----- End of picture text -----

Source: Capital IQ as at 13 December 2021

5.4.2 Liquidity of �� Shares on the ASX

�� the equity instruments. Changes in liquidity may impact the trading price of equity instruments. This is particularly dependent on the number of equity instruments required to be bought and/or sold and the time period over which the equity instrument holder needs to buy and/or sell those equity instruments. Depending on the circumstances, a movement in market price may or may not represent a shift in value of either the equity instruments or a shift in value of the company to which the equity instruments relate as a whole.

Table 5.4 summarises the monthly liquidity of ReNu shares from 1 November 2020 to 10 December 2021. Liquidity has been summarised by considering the following:

Volume of ReNu share trades per month;
Value of total trades in ReNu shares per month;
Number of ReNu shares traded per month as a percentage of total ReNu shares outstanding at the end of the month; and
Volume weighted average price per month.

�� REPORT

17 DECEMBER 2021

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Table 5.4: Liquidity of ReNu shares on the ASX

Month	Volume	Weighted	Volume/Shares	Monthly VWAP
		Average Shares	Outstanding (%)	($)
		Outstanding
December 2021(to 10th)	6,216,150 566,906 145,962,920 4.26% 0.0912
November 2021(10th to 30th)	95,164,150 11,390,326 132,762,920 71.68% 0.1197
Total Post-Transaction Announcement	101,380,300 11,957,232 136,534,350 74.25% 0.1179
November 2021(to 9th)	5,492,010 409,897 132,762,920 4.14% 0.0746
October	10,303,670 562,433 132,762,920 7.76% 0.0546
September	3,809,660 190,333 132,762,920 2.87% 0.0500
August	5,736,280 315,492 132,762,920 4.32% 0.0550
July	10,852,350 607,168 132,762,920 8.17% 0.0559
June	19,544,290 1,408,743 128,780,040 15.18% 0.0721
May	2,401,830 156,752 106,210,340 2.26% 0.0653
April	4,423,250 343,871 106,210,340 4.16% 0.0777
March	11,087,320 917,066 106,210,340 10.44% 0.0827
February	39,923,020 3,430,249 106,210,340 37.59% 0.0859
January	22,587,370 1,232,937 106,210,340 21.27% 0.0546
December	11,976,910 475,259 107,011,670 11.19% 0.0397
November	4,785,180 159,520 120,634,340 3.97% 0.0333
Total Pre-Transaction Announcement	152,923,140 10,209,722 119,050,880 128.45% 0.0668
Source: Capital IQ as at 13 December 2021

Assuming a weighted average number of 119,050,880 ReNu shares on issue over the period, approximately 128.45% of the total shares on issue were traded over the period from 1 November 2020 to 9 November 2021. In our view, this indicates that ReNu shares display a high level of liquidity.

5.5 Historical Financial Information of ReNu

This section sets out the historical financial information of ReNu. As this Report contains only summarised historical financial information, we recommend that any user of this Report read and understand the additional notes and financial information contained in ReNu �� Statements of Profit or Loss and Other Comprehensive Income, Statements of Financial Position and Statements of Cash Flows.

ReNu �� . BDOCF has not performed any audit or review of any type on the historical financial information of ReNu and we make no statement as to the accuracy of the information provided. However, we have no reason to believe that any of the information provided is false or misleading.

5.5.1 Statements of Profit or Loss and Other Comprehensive Income

Table 5.5 summarises the Consolidated Statement of Profit or Loss and Other Comprehensive Income of ReNu for the 12 month periods ended 30 June 20 �� , 20 �� .

Table 5.5: ReNu �� Consolidated Statement of Profit or Loss and Other Comprehensive Income

	12 Months Ended	12 Months Ended	12 Months Ended	12 Months Ended
	30-Jun-18	30-Jun-19	30-Jun-20	30-Jun-21
	Audited	Audited	Audited	Audited
	$	$	$	$
Revenue from contracts with customers	236,000 205,724 151,198			-
Interest income	107,000 79,471 90,869			24,214
Other income	206,000 138,568 401,487			263,052
Total income	549,000 423,763 643,554			287,266
Personnel expenses	(2,227,000) (2,010,320) (1,608,361)			(691,775)
Other operatingexpenses	(1,475,000) (116,613) (634,107)			(69,807)
General & administrative expenses	(2,187,000) (1,149,895) (2,318,875)			(670,722)
Finance costs	(133,000) (8,327) (8,985)			(2,319)
Total expenses	(6,022,000) (3,285,155) (4,570,328)			(1,434,623)
Share ofprofit(loss)of associates	- (80,669) (155,463)			-
Loss before income tax expense	(5,473,000) (2,942,061) (4,082,237)			(1,147,357)

�� REPORT

17 DECEMBER 2021

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	12 Months Ended	12 Months Ended	12 Months Ended	12 Months Ended
	30-Jun-18	30-Jun-19	30-Jun-20	30-Jun-21
	Audited	Audited	Audited	Audited
	$	$	$	$
Income tax expense	(37,000) - -			-
Loss after income tax expense from continuing operations
	(5,510,000) (2,942,061) (4,082,237)			(1,147,357)

Profit from discontinued operations after tax	287,000 (548,131) (425,354)			145,472
Net loss for the year after income tax attributable to the owners of theparent
	(5,223,000) (3,490,192) (4,507,591)			(1,001,885)

Exchange differences on translation of foreign operations	- 3,330 -			-
Other comprehensive income for theperiod	- 3,330 -			-
Total comprehensive loss for the period attributable to the owners of theparent
	(5,223,000) (3,486,862) (4,507,591)			(1,001,885)

Source: ReNu FY18, FY19, FY20 and FY21 Annual Reports

With reference to Table 5.5 above, we note the following:

ReNu sold its solar projects in September 2019. As a result, revenue from contracts with customers in FY20 reduced to $151k;
ReNu sold two bioenergy projects in August 2020. As a result, the company lost all revenue from contracts with customers in FY21;
The increase in other income during the FY20 period is the result of a $207k recovery of rehabilitation costs from a joint venture partner;
Other income in FY21 includes a $108k research and design tax incentive (relating to remediation costs) and a $113k government grant;
The termination of staff relating to the sale of �� in FY20 and bioenergy projects in FY21, and a general restructure of corporate costs, resulted in a net reduction in personnel expenses of $402k and $917k in FY20 and FY21 respectively;
The increase in general and administrative expenses in FY20 is a consequence of a $1.1 million loan impairment and an impairment of $261k on plant and equipment relating to the unrecoverable capital works on certain bioenergy assets; and
The reduction in expenses associated with the sale of assets in FY21, and a general restructure of corporate costs, resulted in a $3.5 million improvement in net income (remains a $1 million loss).

5.5.2 Statements of Financial Position

Table 5.6 summarises ReNu �� statements of financial position as at 30 June 2018, 2019, 2020 and 2021.

Table 5.6 ��

	12 Months Ended	12 Months Ended	12 Months Ended	12 Months Ended
	30-Jun-18	30-Jun-19	30-Jun-20	30-Jun-21
	Audited	Audited	Audited	Audited
	$	$	$	$
Current Assets
Cash and cash equivalents	1,453,000	1,424,915	2,448,803	2,468,210
Trade and other receivables	1,180,000	777,580	477,540	779,787
Inventories	20,000	59,300	-	-
Prepayments	2,653,000	360,984	214,104	150,714
Assets held for sale	5,489,000	-	390,863	-
Total current assets	8,142,000	2,622,779	3,531,310	3,398,711
Non-Current Assets
Other receivables	545,000	1,636,140	694,585	-
Property, plant and equipment	5,968,000	6,097,674	39,650	25,389
Investment in associates	-	530,377	-	-
Total non-current assets	6,513,000	8,264,191	734,235	25,389
Total assets	14,655,000	10,886,970	4,265,545	3,424,100

�� REPORT

17 DECEMBER 2021

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	12 Months Ended	12 Months Ended	12 Months Ended	12 Months Ended
	30-Jun-18	30-Jun-19	30-Jun-20	30-Jun-21
	Audited	Audited	Audited	Audited
	$	$	$	$
Current Liabilities
Trade and Other Payables	2,630,000	836,520	423,535	585,276
Borrowings	1,431,000	301,713	27,358	120,531
Provisions	806,000	1,456,857	1,431,940	20,832
Liabilities directly associated with assets	34,000	-	-	-
held for sale
Total current liabilities	4,901,000	2,595,090	1,882,833	726,639
Non-Current Liabilities
Borrowings	-	1,131,476	-	-
Provisions	1,104,000	114,575	-	-
Total non-current liabilities	1,104,000	1,246,051	-	-
Total liabilities	6,005,000	3,841,141	1,882,833	726,639
Net assets	8,650,000	7,045,829	2,382,712	2,697,461
Equity
Issued capital	355,287,000	357,074,708	357,069,848	358,435,465
Other reserves	71,000	168,656	63,771	-
Accumulated losses	(346,708,000)	(350,197,535)	(354,750,907)	(355,738,004)
Total equity	8,650,000	7,045,829	2,382,712	2,697,461

Source: ReNu FY18, FY19, FY20 and FY21 Annual Reports

With reference to Table 5.6 above, we note the following:

The reduction in property, plant and equipment in FY20 and FY21 corresponds to the aforementioned solar and bioenergy project sales;
The abandonment of the Habanero 3 and 4 wells in FY21 utilised the entire $1.4 million current rehabilitation provision. Final disposal of the GRL3 geothermal tenement is expected to occur during 2021/22 at no additional cost to ReNu;
As at 30 June 2021, trade receivables primarily comprise $150k of cash held as security and a $620k R&D tax incentive receivable;
As at 30 June 2021, trade and other payables comprises $77k trade creditors, $441k accrued and other liabilities and $67k of GST payable;
The disposal of lease liabilities from the solar business in FY20 reduced current borrowings to $27k while a $1.4 million repayment of principal eliminated non-current borrowings; and
A deferred tax asset of $68 million has been disclosed in the notes to the financial statements however, management have not recognised this asset since the group does not have a history of taxable profits.
5.5.3 Statements of Cash Flows

Table 5.7 summarises ReNu �� Statement of Cash Flows for FY18, FY19, FY20 and FY21.

Table 5.7: ReNu �� Consolidated Statements of Cash Flows

	12 Months Ended	12 Months Ended	12 Months Ended	12 Months Ended
	30-Jun-18	30-Jun-19	30-Jun-20	30-Jun-21
	Audited	Audited	Audited	Audited
	$	$	$	$
Operating Activities
Receipts from customers	956,000 1,935,040 892,170			228,960
Payments to suppliers and employees	(6,118,000) (5,251,878) (3,911,025)			(1,048,705)
Proceeds from R&D tax incentive	- 198,675 57,399			182,188
Payments for rehabilitation expenditure	- (183,729) (270,497)			(1,217,722)
Payments for rectification obligations	- (13,448) -			-
Net Goods and Services Tax received (paid)	79,000 2,941 (6,281)			79,565
Interest received	154,000 85,517 119,074			42,047
Interest paid	(37,000) (83,649) (47,979)			(1,510)
Tax paid	(37,000) - -			-
Net cash flows used in operating activities	(5,003,000) (3,310,531) (3,167,139)			(1,735,177)

�� REPORT

17 DECEMBER 2021

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	12 Months Ended	12 Months Ended	12 Months Ended	12 Months Ended
	30-Jun-18	30-Jun-19	30-Jun-20	30-Jun-21
	Audited	Audited	Audited	Audited
	$	$	$	$
Investing Activities
Proceeds from sale of assets held for sale	- 3,800,070 -			-
Proceeds from sale of business	- - 5,775,000			500,000
Purchase of property, plant & equipment	(9,917,000) (1,658,203) (20,508)			-
Investment in associate	- (290,760) -			-
Loans repaid from associate	- - 39,687			-
Loans advanced to associate	- (346,140) -			-
Distributions received from associates	- 100,000 -			-
Proceeds from Government grants	2,080,000 - -			-
Proceeds from R&D tax incentive	458,000 - -			-
Payments for rehabilitation expenditure	(580,000) - -			-
Payments for rectification obligations	(112,000) - -			-
Proceeds from joint venture recoveries	115,000 - -			-
Net payments of cash held as security	(18,000) (86,510) 236,896			-
Net cash from / (used in) investing activities	(7,974,000) 1,518,457 6,031,075			500,000
Financing Activities
Proceeds from issue of shares (net of share issue cost for FY21)	2,299,000 2,006,941 -			1,365,617

Proceeds from borrowings	1,640,000 328,707 -			-
Repayment of borrowings	(99,000) (351,252) (1,433,189)			(54,107)
Repayment of lease liabilities	- - (86,248)			(56,926)
Transaction costs of share issues	(123,000) (194,725) (4,760)			-
Transaction costs of loans and borrowings	(162,000) (26,080) (315,851)			-
Net cash flow provided by financing activities	3,555,000 1,763,591 (1,840,048)			1,254,584

Net decrease in cash and cash equivalents	(9,422,000) (28,483) 1,023,888			19,407
Less : cash reclassified to assets held for sale	(15,000) - -			-
Add: Opening cash and cash equivalents at 1 July	10,890,000 1,453,398 1,424,915			2,448,803
Cash and cash equivalents at 30 June	1,453,000 1,424,915 2,448,803			2,468,210

Source: ReNu FY18, FY19, FY20 and FY21 Annual Reports

With reference to Table 5.7 above, we note the following:

ReNu completed a capital raise in FY21 to advance their renewable and clean energy incubator/accelerator strategy; and
The proceeds from the sale of business in FY21 relates to the sale of 30% interest in the Goulburn and Beaudesert bioenergy projects.

�� REPORT

17 DECEMBER 2021

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6.0 Background of Countrywide

This section is set out as follows:

Section 6.1 provides an overview and background information on Countrywide;
Section 6.2 outlines Countrywide ��
Section 6.3 summarises the corporate structure of Countrywide;
Section 6.4 summarises the equity structure of Countrywide;
Section 6.5 summarises the share market performance of Countrywide; and
Section 6.6 summarises the historical financial information of Countrywide.

6.1 Background

6.1.1 Overview

Countrywide is an unlisted Australian renewable energy company, incorporated in 2018. Initially founded as Countrywide Renewable Energy Pty Ltd, it later transitioned into Countrywide Renewable Hydrogen Limited as it shifted its focus toward the production of hydrogen as a renewable energy carrier.

Countrywide has originated and is developing three hydrogen production projects:

The Hydrogen Tasmania Project ��
The Melbourne Hydrogen Hub �� and
The Hydrogen Portland Project ��

The hydrogen produced by each of these projects will aim to supply domestic and export markets, and over time, contribute to the replacement of fossil fuel-based energy with sustainable emission-free hydrogen for use in power generation, vehicle propulsion and natural gas decarbonisation.

Countrywide received a government grant in FY19, however has not received any since. We understand no further applications for government funding have been made since 31 December 2020.

6.1.2 Key Management

Countrywide �� management consists of four personnel, Susan Oliver (Non-executive Chair), Geoffrey Drucker (Managing Director), Stephen Nossal (Finance and Projects Director) and Inge Drucker (Operations Director). We note:

Susan Oliver is an experienced Chairperson and company director who has served on the boards of major Australian listed and privately-owned companies. She has extensive experience in technology commercialisation, policy development and strategy consulting, and has contributed significantly to the innovation, IT and arts policy agendas in Australia. Susan was awarded the Centenary Medal in 2001 for service to Australian society in business and a Member of the Order (AM) in 2019 for significant service to business and to women;
�� Electricity Commission of Victoria to evaluate renewable energy opportunities in the hydro, solar, wind, geothermal, wave, tidal and biomass sectors. His first renewable energy project was a solar farm in northeast Victoria;
Stephen Nossal has �� in corporate finance advisory and senior management roles in private and publicly listed companies such as Accenture, JB Were/Goldman Sachs and Macquarie Group. He has substantial experience in project management and transaction origination, structuring and execution; and
Inge Drucker has extensive experience in business development and operation, and community, stakeholder, marketing and media relations issues. In addition, she is experienced in project and strategy management.

�� Board of Directors, which is further explained in Section 7. We are also informed that both are well regarded in the industry, based on their previous dealings with prospective investors, suppliers and government officials.

�� ng an effective pathway for the development of the �� hydrogen projects and the origination of new opportunities.

�� REPORT

17 DECEMBER 2021

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6.2 Key Projects

This section sets out a summary of Countrywide �� three key projects.

6.2.1 The Hydrogen Tasmania Project

Countrywide is developing a green hydrogen project located in northern Tasmania, which will involve the production of green hydrogen with a 10MW hydrogen production plant initially. The intention of the project is to develop a domestic hydrogen supply chain for Tasmania.

Countrywide intends to use an electrolyser in order to produce hydrogen. Electrolysis uses an electric current to split water into hydrogen and oxygen. As electricity is the key operating input required for electrolysis, the most critical element of the project will be the price of delivered renewable �� electricity.

Countrywide intends for the green hydrogen produced to be used in fuel cell electric cars, buses and trucks, which it believes will soon be introduced to Tasmania. Countrywide is also in discussions with TasGas about potentially using hydrogen as a decarbonisation strategy for grid-based natural gas in Tasmania. In the longer-term, Countrywide intends for the green hydrogen to also be used for power generation and for industrial heat, and for the excess oxygen produced to be sold to water treatment plants and the aquaculture industry in Tasmania.

Figure 6.1 summarises the key milestones for development of the Hydrogen Tasmania Project. Countrywide has not yet secured the land for the project site, however various possible sites are currently being assessed.

Figure 6.1: Key milestones for HTP

Source: Countrywide Management � Tasmanian renewable hydrogen action plan

We understand Countrywide holds several non- �� future use of hydrogen in mobility. Broadly, each of the MoUs outlines:

�� hydrogen produced at the project site); and
The respective �� intention to assist Countrywide in securing appropriate government grant funds.

6.2.2 The Melbourne Hydrogen Hub Project

The Melbourne Hydrogen Hub planned to be located in northern Melbourne, Victoria, is a commercial-scale project which will involve the production of green hydrogen. As a part of this project, Countrywide also intends to offer services such as fuel cell vehicle refuelling and maintenance, and may develop a hydrogen storage facility. The project idea originated from a request by the Bus Association of Victoria for Countrywide to supply renewable hydrogen for up to 40 fuel cell electric �� public transport system and has since grown to 90 buses across three major bus companies.

The key milestones for the Melbourne Hydrogen Hub Project to begin production of Hydrogen are the same as those of the HTP, displayed in Figure 6.1 above.

Countrywide holds non-binding MoUs with several bus companies. Within each agreement, Countrywide has displayed intentions to develop a renewable hydrogen production and/or supply facility at the MHH project location, in order to act as a refuelling station for the vehicles. Broadly, each of the three MoUs outlines:

��
�� vehicles.

Countrywide has also entered a non-binding MoU with �� whereby Party 1 intends to be the exclusive hydrogen refuelling and distribution partner for the MHH project.

Countrywide has executed a Heads of Agreement with a company �� Party 2 �� , which outlines plans for the two parties to collaborate on the project.

Countrywide expects the �� capital expenditure to be approximately $40 million, and intends for it be funded by debt, equity and Government grants.

�� REPORT

17 DECEMBER 2021

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6.2.3 The Portland Hydrogen Project

The Hydrogen Portland Project in southwest Victoria will be a renewable hydrogen project. The first stage will involve the production of green hydrogen using a 10MW electrolyser, for supply to the local mobility and gas markets. �� Countrywide intends to expand its operations and begin exporting green hydrogen to overseas markets. Countrywide intends to secure suitable land of 5 to 7 hectares for the project.

Table 6.1 below summarises the non-binding MoUs that Countrywide holds.

Table 6.1 �� Hydrogen Portland project

Party	MoU Description	Binding/non-binding
Party 1	This MoU provides an opportunity for Countrywide to develop a renewable production facility at a site where Party 1 generates renewable energy, and to provide refuelling facilities for operators of fuel cell powered vehicles.	Non-binding
Party 2	This MoU, signed in December 2020, provides Countrywide the opportunity to establish a renewable wind and solar energy farm, an energy storage facility, a hydrogen product facility and an ammonia production facility. Party 2 has displayed intentions to identify opportunities to contribute to the project from the perspectives of logistics, infrastructure requirements, investment partners and project development where possible.	Non-binding

Source: Countrywide Management � Hydrogen Portland MoU agreements

Countrywide has executed a non-binding Heads of Agreement with another Australian ASX listed energy company �� is also considering developing a hydrogen production project in Portland, and so both parties have agreed to work collaboratively to advance their individual projects into one. Both parties will need to obtain approval of various regulatory and statutory authorities, and the approval of or contractual commitment by third parties for the development of the project to reach a financial investment decision.

Countrywide has also executed agreements with two other Australian companies �� . Party 4 has agreed to provide research services to Countrywide, which are to be funded by the Victorian Government, and Party 5 has agreed to collaborate with Countrywide on the MHH project and on the HTP.

6.3 Corporate Structure of Countrywide

Figure 6.2 below illustrates Countrywide �� corporate structure.

Figure 6.2: Countrywide Corporate Structure

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Source: ReNu Management � company structure as at 12 October 2021, BDOCF analysis

Prior to the Proposed Transaction, Countrywide had 50,000,003 ordinary shares on issue which are held by the three existing founders. Management have advised that the Hydrogen Portland Project does not yet have a subsidiary incorporated, however this is in train with the project partner ( � Party 3 � ) as described in Section 6.2.3 above.

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6.4 Equity Structure of Countrywide

6.4.1 Ordinary Shares

As at 10 December 2021, Countrywide had 50,000,003 ordinary shares on issue. The top 3 shareholders are set out in Table 6.2. Table 6.2 does not consider the impact of any changes in shareholding as a result of the Proposed Transaction.

Table 6.2: Top 3 Shareholders

	Shareholders	Number of Shares	Percentage Holding (%)
1	GeoffreyDrucker	17,307,701	34.62%
2	Inge Drucker	17,307,701	34.62%
3	Stephen Nossal	15,384,601	30.77%
	Total shares on issue	50,000,003	100.00%
Source: Countrywide Management

Having regard to the information set out in Table 6.2 above, we note Countrywide is wholly owned by its founders. Geoffrey Drucker (Managing Director) and Inge Drucker (Operations Director) each hold a 34.62% holding in the company, while Stephen Nossal (Projects & Finance Director) holds the remaining 30.77%.

6.4.2 Convertible Notes on Issue

Countrywide has 1,405,000 outstanding convertible notes (issued to 42 noteholders) at a face value of $1 per note. As of 31 January 2022 (the assumed completion date of the Proposed Transaction), the outstanding amount on these notes is $1,534,958. The maturity date on the notes is 18 months from the date which the notes were first issued. The interest payable on the notes is 8% per annum (on a simple interest basis) with a 30% conversion discount factor and these notes are separated into four tranches depending on the issue date. Details of the convertible notes are summarised below in Table 6.3.

Table 6.3: Countrywide �� Convertible Notes

Tranche	Number Outstanding	Issue and Expiry Date
Tranche 1	1,310,000	Issued on 18/12/2020 and expiringon 18/06/2022
Tranche 2	30,000	Issued on 30/01/2021 and expiringon 30/07/2022
Tranche 3	35,000	Issued on 12/02/2021 and expiringon 12/08/2022
Tranche 4	30,000	Issued on 11/05/2021 and expiringon 11/11/2022
Total	1,405,000

Source: ReNu Management

It is expected that the noteholders will be issued Countrywide shares to discharge the convertible notes immediately prior to completion of the Proposed Transaction.

6.5 Share Performance of Countrywide

As displayed in Table 6.2, Countrywide is entirely owned by its founders and there is no meaningful data on the �� trading history.

6.6 Historical Financial Information of Countrywide

This section sets out the historical financial information of Countrywide. As this Report contains only summarised historical financial information, we recommend that any user of this Report read and understand the additional notes and financial information contained in Countrywide �� and Other Comprehensive Income, Statements of Financial Position and Statements of Cash Flows.

Countrywide �� audited by BDO Audit Pty Ltd. BDOCF has not performed any audit or review of any type on the historical financial information of Countrywide and we make no statement as to the accuracy of the information provided. However, we have no reason to believe that any of the information provided is false or misleading.

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6.6.1 Statements of Profit or Loss

Table 6.4 summarises the Consolidated Statement of Profit or Loss of Countrywide for FY19, FY20 and FY21.

Table 6.4: Countrywide �� Consolidated Statement of Profit or Loss

	12 Months Ended 30-Jun-19 Audited $	12 Months Ended 30-Jun-20 Audited $	12 Months Ended 30-Jun-21 Audited $
Revenue
Government grants	40,000	60,000	-
Other revenue	4,400	-	-
Total revenue	44,400	60,000	-
Expenses
Employee benefit expenses	-	-	(373,985)
Transaction costs	(30,292)	(67,439)	-
Project costs	-	-	(59,320)
Depreciation expense	-	-	(1,437)
Finance costs	-	-	(58,232)
Corporate and administration expenses	(15,673)	(20,994)	(118,730)
Total expenses	(45,965)	(88,433)	(611,704)
Loss before income tax expense	(1,565)	(28,433)	(611,704)
Income tax expense	-	-	-
Loss after income tax expense	(1,565)	(28,433)	(611,704)

Source: Countrywide FY19, FY20 and FY21 financial statements

With reference to Table 6.4 above, we note that no government grants have been received in FY21 and as of 10 December 2021, no new applications have been made. Countrywide management have advised that as projects progress, they expect grant applications will be lodged.

6.6.2 Statements of Financial Position

Table 6.5 summarises Countrywide �� statements of financial position as at 30 June 2019, 2020 and 2021.

Table 6.5: Countrywide �� Summarised Consolidated Statements of Financial Position

	12 Months Ended 30-Jun-19 Audited $	12 Months Ended 30-Jun-20 Audited $	12 Months Ended 30-Jun-21 Audited $
Assets
Cash and cash equivalents	10,289	206	802,212
Trade and other receivable	-	-	15,311
Property, plant and equipment	-	-	2,815
Other	-	-	3,333
Total assets	10,289	206	823,671
Liabilites
Trade and other payables	12,029	30,379	94,261
Employee benefits	-	-	23,585
Convertible notes	-	-	1,347,169
Total liabilities	12,029	30,379	1,465,015
Net liabilities	(1,740)	(30,173)	(641,344)
Equity
Issued capital	1,200	1,200	1,733
Accumulated losses	(2,940)	(31,373)	(643,077)
Total deficiency in equity	(1,740)	(30,173)	(641,344)
Source: Countrywide FY19, FY20 and FY21 financial statements

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With reference to Table 6.5 above, we note the following:

The increase in cash and cash equivalents in H1FY21 was funded through the issuance of convertible notes in December 2020, January 2021, February 2021 and May 2021; and
The balance sheet is indicative of a company with minimal operations that is exploring the feasibility of a variety of projects.

6.6.3 Statements of Cash Flows

Table 6.6 summarises Countrywide �� Statement of Cash Flows for the 12 month periods ended 30 June 2019, 2020 and 2021.

Table 6.6: Countrywide �� Consolidated Statements of Cash Flows

	12 Months Ended 30-Jun-19 Audited $	12 Months Ended 30-Jun-20 Audited $	12 Months Ended 30-Jun-21 Audited $
Cash flows from operating activities
Receipts from grants (inclusive of GST)	40,000	60,000	-
Receipts from income (inclusive of GST)	4,400	-	-
Payments to suppliers and employees (inclusive of GST)	(34,111)	(70,083)	(513,527)
Net cash from/(used in) operating activities	10,289	(10,083)	(513,527)
Net cash from investing activities	-	-	-
Cash flows from financing activities
Issue Capital	-	-	533
Proceeds from convertible notes	-	-	1,315,000
Net cash from financing activities	-	-	1,315,533
Net increase/(decrease) in cash and cash equivalents	10,289	(10,083)	802,006
Cash and cash equivalents at the beginning of the financial year	-	10,289	206
Cash and cash equivalents at the end of the financial year	10,289	206	802,212
Source: Countrywide FY18, FY19, FY20 and FY21 financial state	ments

With reference to Table 6.6 above, we note the following:

Historically, �� only cash inflows from operating activities related to government grants. Since no grants have been received in FY21, the net cash flow from operating activities has decreased; and
Countrywide has issued convertible notes to raise ��

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7.0 Overview of Combined Entity

Following the Proposed Transaction, the Combined Entity will continue to be a renewable and clean energy company focused on the development of renewable and clean energy technologies and projects, moving to either a controlling interest, supporting through an IPO or exiting via trade sale.

The Combined Entity will continue to be listed under ReNu on the ASX following the Proposed Transaction. Figure 7.1 below illustrates the proposed ownership structure of the Combined Entity following the Proposed Transaction.

Figure 7.1 �� Corporate Structure following the Proposed Transaction

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Source: ReNu Management, BDOCF analysis

Management control of ReNu will not pass to Countrywide management or Countrywide shareholders and Mr Greg Watson will continue to be CEO and Company Secretary of ReNu. While there will not be any change in the majority composition of the Board as a result of the Proposed Transaction, Mr Geoff Drucker will be appointed as Executive Director and Ms Susan Oliver will be appointed as Non-Executive Director of the Combined Entity.

Countrywide personnel will be employed by ReNu. Board and management will focus on advancing the pipeline of green hydrogen opportunities and progressing the �� . Furthermore, ReNu management have advised that the changes arising from the proposed corporate structure will not cause ReNu to fail the continuity of ownership with the company �� existing tax losses remaining available for utilisation.

Management have advised that the second arm of the green hydrogen entity (RE Holding Company Four Pty Ltd) is a �� projects are expected to be implemented with a similar structure.

In addition to progressing commercialisation opportunities, management will explore synergies between investments. For example: (i) incorporating the battery and storage technology within the green hydrogen projects when wind and solar energy are unavailable; and (ii) conjoining the clean energy traceability technology in with the hydrogen projects to verify to customers that the energy is 100% renewable.

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8.0 Industry Overview

ReNu operates in the renewable energy industry, which is a subset of the broader energy sector. Specifically, it operates in three markets: bioenergy, Energy as a Service ( � EaaS � ) and battery and energy storage technology. Countrywide also exists within the renewable energy industry, and specifically focusses on the production of green hydrogen.

The information presented in this section has been compiled from a range of publicly available sources, together with information taken from various databases to which we subscribe. BDOCF has not independently verified any of the information and we recommend that users of this Report refer to the original source of any information listed in this section. This section should be referred to as a guide only.

8.1 Renewable Energy Overview

�� has seen significant growth in the last decade driven by renewable energy policies and targets (growth illustrated in Figure 8.1). The shift towards renewable energy has been expedited by the Australian Government � s Renewable Energy Target ( � RET � ) scheme and state-based feed-in tariff ( � FiT � ) schemes which aim to increase electricity from renewable sources[1] .

Figure 8.1: Renewable Energy Production in Australia

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----- Start of picture text -----

70,000 64,667 30%
60,000 55,622 25%
49,711
50,000
42,033 20%
39,438
40,000 35,914
15%
30,000
10%
20,000
5%
10,000
0 0%
2015 2016 2017 2018 2019 2020
Renewable Energy Renewable Energy as % of Total Energy
Renewable energy production (GWh)
Renewable energy as % of total energy
----- End of picture text -----

Source: Australian Energy Update 2021, Australian Government � Department of Industry, Science, Energy and Resources, BDOCF Analysis

According to projections from the Department of Industry, Science, Energy and Resources, Austra �� energy sector is on track to account for 45% of total energy production by 2025, and 61% by 2030[2] .

8.2 Bioenergy

8.2.1 Overview

Bioenergy is a type of renewable energy that converts organic materials (known as biomass) into heat, electricity, biogas and liquid fuels.

Biomass is typically sourced from agricultural, forestry and municipal waste, of which sugar cane waste and landfill are the most common sources of biomass[3] . This means that bioenergy generators can produce energy at any time of the day, as opposed to other renewable energy sources such as solar energy. As illustrated in Figure 8.2, in 2020 bioenergy accounted for only 5.27% of total renewable energy (1.29% of total energy), making it the smallest category of renewable energy production in Australia.

�� other forms of renewable energy. In developing countries (such as India) and South-East Asia, bioenergy provides access to a reliable power supply (in the absence of a robust power grid). Currently, there exists significant demand for bioenergy from developing counties, colder climates (which use biomass to provide heating and hot water) and off-grid rural areas. Furthermore, biomass- �� , allow a portable form of energy production which has the opportunity to gain the market share of fossil fuel powered generators. The portability of bioenergy technologies such as the Cobber is an advantage compared to solar panels and wind turbines which are typically installed in a fixed location.

1 Support for Renewable Energy 2021, research publication, Australian Parliament House

2 � Australian Energy Update 2021, Australian Government Department of Industry, Science, Energy and Resources 3 Clean Energy Australia Report 2018, Clean Energy Council

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Figure 8.2: Renewable Energy Composition in Australia (2020)

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----- Start of picture text -----

100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
2015 2016 2017 2018 2019 2020
Wind Small-scale solar PV Hydro Large-scale solar PV Bioenergy
----- End of picture text -----

Source: Department of Industry, Science, Energy and Resources: Australian Energy Statistics, BDOCF Analysis

8.2.2 Production of Bioenergy

There are many ways in which bioenergy can be produced. The most efficient method is dependent on the type of biomass that is being converted into energy.

�� Power utilises �� a small scale steam engine designed for production of heat and power. The Cobber system is designed to directly combust �� and agricultural waste such as macadamia shells, olive pips, waste paper, woody waste and other biomass.

This process is illustrated below in Figure 8.3. The combustion of biofuels is the simplest and most widely used conversion method, however other biomass conversion technologies include gasification, pyrolysis and anaerobic digestion, which are more complicated processes.

Figure 8.3: Cobber Energy Production Process

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----- Start of picture text -----

Collection of biomass Combustion of biomass Steam produced
Steam drives single
Energy production
cylinder engine
----- End of picture text -----

Source: Uniflow Power, BDOCF Analysis

Analysis by the International Renewable Energy Agency, displayed below in Figure 8.4, compares the average global prices of different renewable energy technologies.

Despite biomass being listed as one of the cheapest renewable energies, bioenergy on a commercial scale is not as viable as other renewable technologies such as solar and wind. As demonstrated in Figure 8.2, solar and wind combine for approximately 72% of total energy production in Australia and have seen increased adoption relative to bioenergy.

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Figure 8.4: Global Weighted Average Levelised Cost of Electricity from Utility-scale Renewable Power Generation Technologies, 2010 and 2019

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Source: International renewable energy agency: Renewable power generation costs in 2019

Regarding Figure 8.4 we note:

This data is for the year of commissioning (2019);
The thick lines are the global weighted-average Levelised Cost of Electricity �� LCOE �� value derived from the individual plants commissioned in each year;
The project-level LCOE is calculated with a real weighted average cost of capital ( � WACC � ) equal to 7.5% for OECD countries and China and 10% for the rest of the world; and
The single band represents the fossil fuel-fired power generation cost range, while the bands for each technology and year represent the 5th and 95th percentile bands for renewable projects.

8.3 Hydrogen

8.3.1 Overview

Hydrogen is the most abundant element in the universe and can be used as a source of energy and electricity. However, to obtain hydrogen in its pure form it must be produced by separating it from other elements such as splitting water into hydrogen and oxygen.

8.3.2 Hydrogen Production and Uses

There are several methods through which hydrogen can be produced including:

�� split water into hydrogen and oxygen through the use of an electrolyser. More specifically, an electrolyser operates like a fuel cell in reverse, where instead of using the energy of a hydrogen molecule, like a fuel cell does, it creates hydrogen from water molecules. An emphasis has been placed on electrolysis when harvesting green hydrogen due to the potential of zero greenhouse gasses being emitted in the production process. Unlike brown and grey hydrogen, which involves the burning of fossil fuels and natural gas to release hydrogen, green hydrogen works in conjunction with wind and solar to power this process; and

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�� Hydrogen Portland project. Wind and solar energy incorporate the same mechanisms, whereby natural resources (wind and the sun) are used to produce solar fuels like hydrogen. Of the two, solar has been the most common, frequently found on residential housing and on larger scale developments through the use of solar photovoltaic panels and solar thermochemical production. Solar photovoltaic panels are composed of semiconductor material which absorbs sunlight, creates negatively charged particles (electrons), which transfers through to an electrical current. Whereas solar thermochemical incorporates large mirrors reflecting sunlight onto a receiver which transfers heat to a thermal energy storage system.

Figure 8.5 outlines the delivery methods from renewable energy sites to the hydrogen production facility and subsequently on to the end user. A common transportation option adopted by many hydrogen projects is a pipelinebased transport and storage approach (option 1), which uses energy from solar and/or wind to power the hydrogen production facility. Pipelines are then used to transport the green hydrogen to the end user.

Figure 8.5 Methods of Hydrogen Delivery

Source: Advisian, Australian hydrogen market study 2021

Transportation and storage of hydrogen has historically been very difficult due to it having a very low volumetric energy density (lightweight), being 3.2 times less energy dense than natural gas and 2,700 times less energy dense than gasoline. Therefore, additional processes are needed to convert to a form required for commercial transportation purposes. These are detailed below:

Compressed � hydrogen must be compressed to around 500 bar (originally 20-30 bar) before being transported via truck with gas cylinders. This process involves centrifugal compressors (specific for pipeline hydrogen) rotating at high speeds which compress the gas; and
Liquefied � hydrogen is cooled to below -253 degrees Celsius through an extensive liquefaction process. Liquid hydrogen is then formed and stored/delivered in insulated tanks.

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Green hydrogen has predominately been seen as a replacement to current forms of electrical generation such as coal, oil and gas. Coal, oil and gas are the largest producers of greenhouse gas emissions globally. When used, green hydrogen releases water into the atmosphere (as opposed to carbon dioxide), has increased energy storage capacity and up to three times as much energy as fossil fuels (per equal measure of weight). This will allow green hydrogen to reduce carbon dioxide emissions and have more environmentally friendly applications in transportation (air, land and sea), household electricity and industry.

Moreover, it is also an important element to assist nations in achieving their goals within the Paris Agreement. This has recently seen the adoption of greener transport modes such as electric vehicles, where in the US alone it is estimated that all cars must be electric by 2030 to combat a 1.5 degree increase in global temperatures. In line with this strategy, many nations such as Australia have implemented plans to transition all public transport to electric �� this � electric �� e first �� servicing and training facility.

8.3.3 Australian Industry Outlook

Australia has an abundance of natural resources to produce green hydrogen for both domestic and international markets. The Australian Government recently announced a plan to invest $1.2 billion into building the foundations for large scale hydrogen production for domestic and international consumption.

Figure 8.5 represents the locations of hydrogen projects currently operating or under construction within Australia. Queensland has the highest density of current and prospective projects which include large companies such as Rio Tinto and Origin Energy.

Figure 8.5: Australian Hydrogen Projects Operating or Under Construction

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Source: CSIRO - Hydrogen large-scale, demonstration and pilot project map 2021

With reference to Figure 8.5, Table 8.1 below summarises the stages of completion of the hydrogen projects. Note tha �� have not begun building.

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Table 8.1: Completion Status of Hydrogen Projects


Project status	Amount

Operating	7
Advanced development	13
Under construction	60
National funding program	1
Total	81

Source: CSIRO - Hydrogen large-scale, demonstration and pilot project map 2021

8.3.4 Challenges of Hydrogen Adoption

The adoption of hydrogen technology will require significant capital outlay on a company and governmental scale. As Australia is in the early adoption phase, there is a lack of infrastructure to support the rising interest in adopting green technology.

In Australia, the distance between optimal renewable resources and end-use locations is often considerable. Typically, inland areas adjacent to mountain ranges provide more reliable wind and solar resources, whereas hydrogen demand by industry or export is typically on the coast. Electrolysers also require water, which is often progressively more constrained moving inland, with increased competition from settlements, agriculture and industry.

Storage costs also provide challenges as further costs are associated with establishing commercially efficient supply chains. Due to the chemical formation of hydrogen, even when compressed, hydrogen � s lower density results in reduced amounts being delivered per trip compared to traditional forms of fuel.

8.4 Clean Energy Traceability

8.4.1 Overview

�� complication of this larger demand is that renewable energy sources generate most of their energy at certain times of the day and these times often do not match with the peak demand hours. This means that in order to fulfil renewable energy power contracts with customers, energy suppliers often have to supplement renewable sources with traditional sources of power such as coal, oil or natural gas. Enosi believes that its technology will solve this problem by enabling users to recognise when they are not using renewable energies so that they can adapt.

8.4.2 Pre-Existing Energy Measurement Practices

Currently Australia has several mechanisms that are used to measure energy usage including:

�� - The EAC system, introduced by the Australian Renewable Energy Act 2000 and administered by the Clean Energy Regulator as part of a regulatory scheme designed to increase renewable electricity usage. EACs are certificates that are issued as proof of electricity produced by renewable sources. The certificates are issued when renewable electricity is produced, and later cancelled when that energy eventually reaches a consumer; and
Smart Meters - Smart meters are digital devices which accurately measure electricity usage and power quality and can share information wirelessly to energy consumers, retailers, and distributors. In September 2021, the Australian Energy Market Commission released a directions paper with recommendations and options aimed at accelerating the rollout of smart meters for households and small businesses.

The challenge with the above mechanisms is that it is difficult for consumers to determine where their energy has been generated and specifically, to match each unit of energy used with a unit of energy that is generated at the same time.

�� Powertracer is a renewable trading and tracing platform that will enable consumers to see where their energy has been generated. Specifically, the platform will match each unit of energy used with a unit of energy that is generated at the same time. To do this, the platform will use smart metering data to trace, match and settle energy production and consumption.

Enosi aims to capitalise on the pre-existing markets shared across EACs and Smart Meters, and create a new class of �� .

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8.5 Unique water-based battery electrolytes

8.5.1 Background

A battery is a device comprised of an anode, a cathode and an electrolyte that stores chemical energy and converts it to electrical energy. The electrolyte sits between the anode and the cathode and allows ions to pass between them.

An electrolyte is typically either water-based or based off an organic solvent. Water-based electrolytes are not expensive or toxic, but have poor stability. More specifically, they are only able to remain stable up to 1.23 volts; after this, the water splits into its hydrogen and oxygen molecules. On the other hand, solvent-based electrolytes have adequate electrochemical stability, but are commonly toxic, and expensive.

8.5.2 Overview

After beginning training and research on battery storage in 2017, Allegro has developed a new type of electrolyte which is based off a microemulsion, comprising of both water and a solvent component. A microemulsion is when a surfactant is used to combine water molecules and a hydrophobic liquid. The combination is thermodynamically stable and hence can be used as an electrolyte in a battery.

Allegro intends to use the invention in supercapacitors and in redox flow batteries. A supercapacitor is a type of capacitor that can store large amounts of energy; it has greater capacitance and a higher energy density than capacitors. A redox flow battery is a battery which stores the electrolytes in external tanks.

Allegro believes that the new unique water-based electrolyte system will make these battery types much cheaper, and more environmentally friendly (as they are less carbon intensive to manufacture than typical electrolytes, and are not toxic).

8.5.3 Electrolyte battery manufacturing in Australia

Battery manufacturing in Australia is very limited; currently no battery cell manufacturing occurs in Australia (although there is an active and growing battery assembly industry). With respect to microemulsion battery electrolytes, Allegro �� be the first manufacturer globally. The technology is currently patented in Australia, New Zealand, China and Europe, and patent applications have been lodged in the US and Japan.

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9.0 Common Valuation Methodologies

�� market between a knowledgeable, willing but not anxious buyer and a knowledgeable, willing but not anxious seller, ��

RG 111 outlines a number of methodologies that a valuer should consider when valuing securities or assets for the purposes of, among other things, share buy-backs, selective capital reductions, schemes of arrangement, takeovers and prospectuses. The valuation methodologies we have considered in this Report include the discounted cash flow �� - �� -based valuation ��

RG 111 does not prescribe which methodology should be used by the expert, but rather notes that the decision lies �� securities or assets being valued.

9.1 Discounted Cash Flows ��

The DCF approach calculates the value of an entity by adding all of its future net cash flows discounted to their present value at an appropriate discount rate. The discount rate is usually calculated to represent the rate of return that investors might expect from their capital contribution, given the riskiness of the future cash flows and the cost of financing using debt instruments.

In addition to the periodic cash flows, a terminal value is included in the cash flow to represent the value of the entity at the end of the cash flow period. This amount is also discounted to its present value. The DCF approach is usually appropriate when:

An entity does not have consistent historical earnings but is identified as being of value because of its capacity to generate future earnings; and
Future cash flow forecasts can be made with a reasonable degree of certainty over a sufficiently long period of time.

Any surplus assets, along with other necessary valuation adjustments, are added to the DCF calculation to calculate the total entity value.

9.2 Capitalisation ��

The CME approach involves identifying a maintainable earnings stream for an entity and multiplying this earnings stream by an appropriate capitalisation multiple. Any surplus assets, along with other necessary valuation adjustments, are added to the CME calculation to calculate the total entity value.

The maintainable earnings estimate may require normalisation adjustments for non-commercial, abnormal or extraordinary events.

The capitalisation multiple typically reflects issues such as business outlook, investor expectations, prevailing interest rates, quality of management, business risk and any forecast growth not already included in the maintainable earnings calculation. While this approach also relies to some degree on the availability of market data, the multiple is an alternative way of stating the expected return on an asset.

The CME approach is generally most appropriate where an entity has historical earnings and/or a defined forecast or budget. Further, a CME is usually considered appropriate when relevant comparable information is available.

9.3 ��

An ABV is used to estimate the fair market value of an entity based on the book value of its identifiable net assets. The ABV approach using �� exceed the book value of its net assets. However, when used in conjunction with other methods which determine the value of an entity to be greater than the book value of its net assets, it is also possible to arrive at a reliable estimate of the value of intangible assets including goodwill.

Alternatively, adjustments can be made to the book value recorded in the statement of financial position in circumstances where a valuation methodology exists to readily value the identifiable net assets separately and book value is not reflective of the true underlying value. Examples of circumstances where this type of adjustment may be appropriate include when valuing certain types of identifiable intangible assets and/or property, plant and equipment.

The ABV approach is most appropriate where the assets of an entity can be identified and it is possible, with a reasonable degree of accuracy, to determine the fair value of those identifiable assets.

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9.4 Market Based Valuation ��

An MBV methodology determines a value for an entity by having regard to the value at which securities in the entity have recently been purchased. This approach is particularly relevant to:

Entities whose shares are traded on an exchange. The range of share prices observed may constitute the market value of the shares where a sufficient volume of shares is traded and the shares are traded over a sufficiently long period of time; and/or
Entities for which it is possible to observe recent transactions relating to the transfer of relatively large parcels of shares (e.g. recent capital raisings).

For listed entities, the range of share prices observed may constitute the market value of the shares in circumstances where sufficient volumes of shares are traded and the shares are traded over a sufficiently long period of time. Share market prices usually reflect the prices paid for parcels of shares not offering control to the purchaser.

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10.0 Valuation of ReNu Prior to the Proposed Transaction

This section sets out our valuation of the shares in ReNu and is structured as follows:

Section 10.1 sets out our view of the most appropriate methodology to value ReNu;
Section 10.2 sets out our valuation of ReNu having regard to a sum-of-parts approach;
Section 10.3 sets out our valuation of ReNu having regard to a market based approach; and
Section 10.4 sets out our conclusion on the value of ReNu for the purposes of this Report.

10.1 Our Valuation Approach for ReNu

We have considered each of the valuation methodologies contained in Section 9 of this Report and determined, in our view, the most appropriate methodology for calculating the value of ReNu. In this regard, we have chosen to employ a sum-of-pa �� MBV �� approach. Considerations for the valuation of ReNu prior to the Proposed Transaction include:

In completing our SOP approach, each asset and liability of the Company is valued separately. We have completed our calculations having regard to ReNu �� at 31 October 2021 and, where appropriate, made adjustments to reflect �� . To estimate a value for the assets we have considered the recent prices paid for their investments along with a consideration of any movements in key milestones;
In completing our MBV methodology, we have considered that �� shares are listed on the ASX and it is possible to observe the market price of trades in ReNu shares. We note that ReNu shares display relatively high levels of liquidity and as such it is our view that the MBV represents an appropriate methodology. Further to the above, ReNu has also completed a private placement in June 2021 which can be considered a material transaction relating to the issue of large parcels of shares in ReNu;
In our view, future cash flows of ReNu cannot be determined with the appropriate level of certainty or accuracy at the current time and therefore the DCF methodology was not considered appropriate for calculating the value of ReNu shares; and
A CME valuation approach was not considered appropriate, as �� for a CME valuation at the current time.

10.2 Sum-of-Parts Valuation of ReNu

Our SOP valuation of ReNu is set out as follows:

Section 10.2.1 sets out our valuation of ReNu �� investments;
Section 10.2.2 sets out our valuation of ReNu �� ;
Section 10.2.3 sets out our valuation of ReNu �� ; and
Section 10.2.4 sets out our valuation of ReNu prior to the proposed transaction.

10.2.1 Value of ReNu ��

Table 10.1 below sets out the prices paid by ReNu to acquire its investments along with a consideration of any factors that may have led to value accretion or dilution.

Table 10.1: Value of ReNu Investments Having Regard to Acquisition Price

Investment	Description	Value Having Regard
		to Acquisition Price
Uniflow	In July 2021, ReNu invested in Uniflow by way of a $250,000 convertible note. We note	$300,000
	that an additional $50,000 equity payment was made on 1 December 2021 per the
	investment agreement. We have assumed that the combined amount of $300,000 is an
	appropriate value to adopt for the purposes of our analysis. In forming this view we note:
	� Greenhouse emissions balance testing Cobber highlights the Cobber has a CO2
	emissions intensity ~90% less than a small diesel generator and ~95% less than a small
	petrol generator, per kWh of electricity produced;
	� Internationally, Uniflow has agreed a collaboration term sheet for a trial with
	��National Institute of Industrial Technology, a government standards and
	��
	product. ReNu management have advised that both parties are currently working on a
	formal agreement; and
	� ReNu management have provided us additional information such as investment
	strategy and project timelines not disclosed to the public.

�� REPORT

17 DECEMBER 2021

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Investment	Description	Value Having Regard
		to Acquisition Price
Enosi	In September 2021, ReNu entered into a subscription agreement with Enosi to invest	$500,000
	$500,000 in two equal tranches. The second tranche of the investment was made by
	ReNu on 30 November 2021. We have assumed that the $500,000 investment price

	remains an appropriate value to adopt for the purposes of our analysis. In forming this
	view we note:
	� Other parties have invested in Enosi alongside ReNu on similar terms. These parties
	include clean tech incubator and advisory firm Energy Estate, Artesian Clean Energy
	��
	Bank�the Clean Energy Finance Corporation) and Mirvac Ventures;
	� Due to Enosi being a relatively new investment, no key milestones have been met
	since the acquisition. ReNu management have advised that progress is in line with
	��
	��
	� ReNu management have provided us additional information such as investment
	strategy and project timelines not disclosed to the public.
Allegro	In December 2021, ReNu entered into a subscription agreement with Allegro Energy to	$450,000
	invest $450,000 for a 5% stake in the company. We have assumed that the $450,000
	investment price remains an appropriate value to adopt for the purposes of our analysis.
	In forming this view we note:
	� ��has invested in Allegro alongside ReNu on similar terms��
	broader funding round to raise $1 million. The Melt is an advanced manufacturing
	centre and innovator accelerator focused on hardware products; and
	� Due to Allegro being a new investment, no key milestones have been met since the
	acquisition.
Total		$1,250,000

Source: BDOCF analysis

10.2.2 �� Tax Losses

ReNu has carry forward tax losses which can be used to offset future taxable income, accumulating to approximately $68 million as at 30 June 2021. In our view, it is appropriate to include the present value of the tax benefits that are likely to be realised by utilising the carry forward tax losses as a surplus asset. We note that ReNu will only be able to realise a benefit for its tax losses if the following conditions are met:

ReNu derives sufficient taxable income in future periods to utilise the carried forward tax losses;
ReNu meets the requirements for continued carry forward of the tax losses;
The relevant tax authority accepts the calculated positions; and
There are no changes in the applicable tax laws that impact the availability of these losses.

As ReNu does not have a history of taxable profits and their investments have no income earning capacity at present, the deferred tax assets associated with tax losses are not currently regarded as probable of recovery. Considering the factors outlined above, in our view, the carry forward tax losses do not have material value and have not been adjusted for in our SOP valuation of ReNu.

10.2.3 ��

We are required to incorporate the value of ReNu �� and/or liabilities into our SOP valuation. In our �� surplus assets/liabilities.

We have considered the carrying values recorded in ReNu �� balance sheet as at 30 June 2021 (updated for more current information as appropriate from the management accounts as at 31 October 2021) and have made enquiries of the Directors and management of ReNu. Based on our enquiries, we have summarised the value we have adopted for ReNu �� 10.2 below.

�� REPORT

17 DECEMBER 2021

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Table 10.2: Values Adopted for the Other Assets and Liabilities

	Value ($)
Cash and cash equivalents	3,120,605

Other assets of ReNu	301,872
Other liabilities of ReNu
	(467,804)

Value of ReNu's Other Asset and Liabilities	2,954,673
Source: �� Financial Statements as at 30 June 2021, management accounts as of 31 October 2021, and BDOCF analysis

In relation to �� other assets and liabilities we note:

Cash and cash equivalents: We have adjusted the cash position as at 30 June 2021 for expenses incurred to the end of 31 October 2021 in relation to operating costs. We have also adjusted cash to reflect �� additional investments in Uniflow and Enosi, �� a capital raise completed by ReNu on 6 December 2021, and cash received via an R&D incentive;
Other assets of ReNu: We have adjusted other assets as at 30 June 2021 for the movements incurred to the end of 31 October 2021. Included in this amount are prepayments, fixed assets, refundable deposits, term deposits, interest receivable and accrued revenue;
Other liabilities of ReNu: We have adjusted other assets as at 30 June 2021 for the movements incurred to the end of 31 October 2021. Included in this amount are accounts payable, loans payable, accruals, leave provisions and lease liabilities; and
Contingent Liabilities: ReNu management have advised that contingent liabilities exist within the legacy Cooper Basin geothermal project. However, we are informed that any expenditure relating to the final disposal of the GRL3 geothermal tenement is not expected to result in a cost to ReNu.

We have also been informed by the Directors that there are no other material assets, liabilities or off-balance sheet assets and liabilities or unrecognised liabilities as at the date of this Report that have not been included in the above adjustments.

10.2.4 Value of ReNu Prior to the Proposed Transaction

The values set out in Table 10.3 above incorporate the value of all ReNu equity instruments on issue, including ordinary shares and options.

Table 10.3: Value of ReNu �� Shares

	Reference	Estimated Value($)
Total value of ReNu investments	Section 10.2.1	1,250,000
Value of ReNu tax losses	Section 10.2.2	-
Other net assets(liabilities)	Section 10.2.3	2,954,673
Equity Value of ReNu to all Security Holders		4,204,673
Value of the Options on Issue1	Section 4.1	63,333
Equity Value Attributable to Ordinary Shareholders		4,141,340
Number of shares on issue	Section 5.4.1	159,162,923
Valueper ReNu share($/share)		$0.026

Source: BDOCF analysis

1 In addition to the ordinary shares on issue, we have allowed for 32.4 million ReNu options (refer Table 4.1) with an exercise price of $0.07 and an expiration date of 31 December 2023 (see Section 5.4.2). We have adopted a Black Scholes option pricing model to calculate the value of the outstanding options. We have adopted a risk free rate of 0.54%, volatility of 60%, dividend yield of 0%, and a time to maturity of 1.92 years. The share price was calculated using an iterative process.

Table 10.3 sets out our value of �� at approximately $0.026 per share. We note that our sum-ofparts valuation of ReNu provides a value per share for ReNu on a controlling interest basis.

10.3 Market Based Valuation of ReNu

Our market based valuation of ReNu prior to the Proposed Transaction is set out as follows:

Section 10.3.1 sets out ReNu �� recent share trading data;
Section 10.3.2 sets out �� capital raising prior to the Proposed Transaction; and
Section 10.3.3 sets out our view as to the MBV of ReNu prior to the Proposed Transaction.

�� REPORT

17 DECEMBER 2021

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10.3.1 Analysis of ReNu �� Share Trading Data

ReNu �� RNE �� trading data of ReNu �� ordinary shares along with an analysis of recent announcements made by ReNu to the ASX are set out in Section 5.5.1 of this Report.

For the purposes of our MBV, we have assessed the VWAP of ReNu shares over 1 week, 1 month, 3 months, 6 months, 9 months and 12 months up to 9 November 2021, being the last trading date before the Proposed Transaction was announced. These values are set out below in Table 10.4.

Table 10.4: ReNu �� for Specified Periods up to 9 November 2021

Period up to 9 November 2021	VWAP(AUD)
1 Week	$0.0756
1 Month	$0.0638
3 Months	$0.0587
6 Months	$0.0627
9 Months	$0.0741
12 Months	$0.0669

Source: Capital IQ as at 13 December 2021

Information on the liquidity of ReNu shares is set out in Section 5.5.2 of this Report. We consider that ReNu has sufficient liquidity to adopt an MBV approach in this Report.

10.3.2 Capital Raising Prior to the Proposed Transaction

In June 2021, ReNu successfully completed a capital raise of approximately $1.46 million through the issue of 26,552,581 shares at a price of $0.055. Subscribers to the capital raising were also entitled to receive 1 attaching option for every two shares subscribed for. As a result, 13,276,291 options were issued with a strike price of $0.07 and an expiry date of 31 December 2023.

After adjusting for the value of the option, it is our view that the share price in the capital raising is $0.049. The $0.049 share issue price has been determined by subtracting the value of the attaching option (for each two shares acquired) from the $0.055 capital raising price. The attaching option was valued at $0.013 using the Black-Scholes formula with an exercise price = $0.07, time to maturity = 2.58 years, risk free rate = 0.54%, volatility = 60% and dividend yield = 0%. The estimated share issue price of $0.049 implied by the placement was determined having regard to an iterative process.

10.3.3 Conclusion on MBV

Having regard to the information set out above, in our view it is appropriate to adopt a value of $0.05 to $0.075 per ReNu ordinary share on a minority interest basis for our market based valuation. The range reflects both the variation in VWAP values across different periods prior to the Proposed Transaction �� capital raising in June 2021.

10.4 Conclusion on the Value of ReNu Shares

In our view, for the purpose of our assessment of the Proposed Transaction set out in this Report, it is appropriate to adopt a value in the range of $0.026 to $0.075 per ReNu share. This valuation range was determined having regard to:

Our SOP approach provided a value of a ReNu share of approximately $0.026 per share (refer Section 10.2.5) on a controlling interest basis. We believe that the SOP is relevant to our valuation range and have incorporated it at the lower end; and
Our adopted MBV of a ReNu share is within the range of $0.05 to $0.075 per share (refer Section 10.3.3) on a minority interest basis.

One explanation for the differential between the MBV and SOP �� renewable and clean energy incubator/accelerator strategy and is prepared to place a premium on ReNu above its ABV as a result of this optimism. Another potential explanation is that the market places value above the capital invested �� investments in Enosi, Uniflow and Allegro.

�� REPORT

17 DECEMBER 2021

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11.0 Valuation of the Combined Entity Following the Proposed Transaction

This section sets out our valuation of the shares in ReNu and is structured as follows:

Section 11.1 sets out our view of the most appropriate methodology to value the Combined Entity;
Section 11.2 sets out our valuation of the Combined Entity having regard to an MBV approach;
Section 11.3 sets out the implied value of Countrywide adopting the share price from our sum-of-parts valuation of ReNu prior to the Proposed Transaction; and
Section 11.4 sets out our conclusion on the value of the Combined Entity, post the transaction, on a minority basis.

11.1 Our Valuation Approach for the Combined Entity Post the Proposed Transaction

In our view, it is appropriate to adopt an MBV methodology as our primary valuation methodology for the Combined Entity. If the Proposed Acquisition is approved, individual ReNu shareholders will have a portfolio interest in the Combined Entity and be minority shareholders.

�� information relevant to value, including information in relation to a takeover offer. Where the market is fully �� the fair value of those shares. We consider that the market price of ReNu shares post the announcement of the Proposed Transaction represents an appropriate price for the consideration offered and the price at which shares in the Combined Entity may trade following implementation of the Proposed Transaction based on the following factors:

ReNu shares display a reasonable level of liquidity (refer to Section 5.5.2 of this Report). We note that in the period from 1 November 2020 to 9 November 2021 (last date prior to the announcement of the Proposed Transaction), approximately 128.45% of the total issued capital in ReNu was traded. In the period from the date of the announcement of the Proposed Transaction to 10 December 2021, approximately 74% of the total issued capital in ReNu was traded;
ReNu has provided continuous disclosures in relation to the Proposed Transaction process, including information in relation to the strategic benefits which may result from the Proposed Transaction;
ReNu provides quarterly cash flow and operational updates which provide the market with up-to-date information; and
ReNu is in exclusive negotiations with Countrywide in relation to the Proposed Transaction.

Having regard to the factors directly above, it is our view that it is appropriate to adopt the recent trading prices of ReNu shares on the ASX as a reasonable estimate for the price at which shares in the Combined Entity may trade on the ASX immediately following the Proposed Transaction.

In our view, the movements in the price of ReNu shares since the announcement of the Proposed Transaction on 10 November 2021 will incorporate the ma �� recent prices of ReNu shares may however incorporate some discount due to the risk of the Proposed Transaction not being approved by ReNu shareholders. Accordingly, the price at which shares in the Combined Entity may trade following the Proposed Transaction could be different to the recent trading prices of ReNu shares. Notwithstanding this, it remains our view that the recent trading prices of ReNu shares represents the best estimate for the price at which shares in the Combined Entity will trade following the Proposed Transaction.

To provide additional information to the Shareholders we have set out the implied value of Countrywide based on our SOP valuation.

In our view, it is not appropriate to apply the DCF or CME valuation methodologies to determine a value of the Combined Entity for the following reasons:

In our view, future cash flows of the Combined Entity cannot be determined with the appropriate level of certainty or accuracy at the current time and therefore the DCF methodology was not considered appropriate for calculating the value of shares in the Combined Entity; and
A CME valuation approach was not considered appropriate, as the Combined Entity has no income earning capacity for a CME valuation at the current time.

11.2 Market Based Valuation of the Combined Entity Post the Proposed Transaction

We have considered an MBV post the Proposed Transaction announcement to assist in providing a like-for-like comparison with our MBV of ReNu prior to the Proposed Transaction. The methodology applied is broadly consistent with Section 10.3. Our market based valuation of ReNu post the Proposed Transaction is set out as follows:

Section 11.2.1 sets out ReNu �� recent share trading data following the Proposed Transaction announcement;
�� capital raising following the Proposed Transaction announcement;
Section 11.2.3 �� s liquidity of ordinary shares following the Proposed Transaction announcement; and

�� REPORT

17 DECEMBER 2021

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Section 11.2.4 sets out our view as to the MBV of the combined entity following the Proposed Transaction.

11.2.1 Analysi �� Share Trading Data Following the Proposed Transaction Announcement

Table 11.1 below summarises the low and high share price of ReNu over the period 10 November 2021 to 10 December 2021 (representing the period after the Proposed Transaction was announced �� VWAP over this period.

Table 11.1 �� Share Price from 10 November 2021 to 10 December 2021

Period 10 November 2021 to 10 December 2021	Share Price($)
High dailyVWAP	0.1414
MonthlyVWAP	0.1135
Low dailyVWAP	0.0871
Source: Capital IQ as at 13 December 2021

11.2.2 Capital Raising Following the Proposed Transaction Announcement

In December 2021, ReNu successfully completed a capital raise of approximately $2.376 million through the issue of 26,400,000 shares at a price of $0.09. Subscribers to the capital raising were also entitled to receive one attaching option for every four shares subscribed for. As a result, 6,600,000 options were issued with a strike price of $0.07 and an expiry date of 31 December 2023.

After adjusting for the value of the option, it is our view that the share price in the capital raising is $0.082. The $0.082 share issue price has been determined by subtracting the value of the attaching option (for each four shares acquired) from the $0.09 capital raising price. The attaching option was valued at $0.032 using the Black-Scholes formula with an exercise price = $0.07, time to maturity = 2.07 years, risk free rate = 0.54%, volatility = 60% and dividend yield = 0%. The estimated share issue price of $0.082 implied by the placement was determined having regard to an iterative process.

11.2.3 Conclusion on MBV of the Combined Entity

Having regard to the information set out above, in our view it is appropriate to adopt a value of $0.08 to $0.11 per ordinary share in the Combined Entity on a minority interest basis for our market based valuation. The range reflects both the variation in trading values during the period following �� capital raising announced on 6 December 2021, which is a date following the Proposed Transaction announcement.

11.3 �� in an SOP

As set out in Section 10.4 above, our MBV of ReNu exceeds our SOP valuation of ReNu. While we consider the MBV to be appropriate as the primary valuation methodology of the Combined Entity post the Proposed Transaction, to provide additional information to the Shareholders, in Table 11.2 below we have set out the implied value of �� assets as part of the Combined Entity post the Proposed Transaction based on our SOP valuation.

Table 11.2: Calculation of the ��

	SOP ($)
Adopted share value from ReNu SOP ($/share)	0.026
Number of shares issued to Countrywide	134,659,520
Implied value of Countrywide	3,501,148
Source: BDOCF analysis

In addition to Table 11.2 above, we note:

�� the approximately 130.7 million shares being issued to the Countrywide founders and convertible noteholders. As set out in Section 6.4.2, the Countrywide convertible noteholders acquired approximately $1.4 million of convertible notes between December 2020 and May 2021. Effectively, the convertible note holders paid $1.4 million (excluding interest accrued post the issue date) for their 23.7%. This price implies a $5.9 million value for 100% of Countrywide and is greater than the $3.5 million value set out in Table 11.2 above. That is, the implied value of Countrywide is less than the value ascribed to Countrywide by the convertible noteholders (assuming a $1.4 million purchase price for 23.7% of Countrywide); and
�� based on the draft pro forma balance sheet as at 30 September 2021 are equal to $529k. Assuming a $3.5 million implied value for Countrywide in total, this results in an implied value of �� projects of approximately $3 million. Noting the work that has been completed over the last 2 years by Countrywide, the value being ascribed to the projects does not appear unreasonable.

�� REPORT

17 DECEMBER 2021

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11.4 Conclusion on the Value of Shares in the Combined Entity

In our view, the most relevant measure of value for the Shareholders is the price at which they may be able to sell their shares in the Combined Entity, either immediately or in the short-term. Any decision to hold shares in the Combined Entity for a longer period of time is a separate investment decision to be made having regard to each �� the long term prospects of the Combined Entity.

Having regard to the above, in our view, for the purposes of the analysis set out in this Report it is appropriate to adopt a value for the Combined Entity based on our MBV of $0.08 to $0.11 per share following the Proposed Transaction on a minority interest basis. We consider that greater weighting should be placed on the lower end of the MBV range as this is reflective of the capital raisings completed by ReNu post the announcement of the Proposed Transaction and the share trading of ReNu following the announcement of these capital raisings.

To provide additional information to the Shareholders, we completed an analysis in Section 11.3 of the implied value of Countrywide based on our SOP value. This analysis showed that the implied value of Countrywide was less than the value ascribed to Countrywide by the convertible noteholders (assuming a $1.4 million purchase price for 23.7% of Countrywide).

In considering our valuation range, we note that the assets of both ReNu and Countrywide are yet to prove that they can generate sustainable positive operating cash flows. In our view, the value of such companies may increase or decrease materially over short time periods depending on the ability to meet certain milestones.

We regard any investment in the Combined Entity as high risk and speculative and shareholders should consider that there is a risk that the share price may move materially before shareholders are able to sell and realise the proceeds of their shares.

�� REPORT

17 DECEMBER 2021

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17 DECEMBER 2021 47 �� REPORT

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DECLARATION OF INDEPENDENCE BY SALIM BISKRI TO THE DIRECTORS OF COUNTRYWIDE RENEWABLE HYDROGEN LIMITED

As lead auditor of Countrywide Renewable Hydrogen Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:

No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audits; and
No contraventions of any applicable code of professional conduct in relation to the audits.

This declaration is in respect of Countrywide Renewable Hydrogen Limited and the entities it controlled during the period.

==> picture [156 x 65] intentionally omitted <==

Salim Biskri Director

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Melbourne, 10 December 2021

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INDEPENDENT AUDITOR'S REPORT

To the members of Countrywide Renewable Hydrogen Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Countrywide Renewable Hydrogen Limited (the Company) and its subsidiaries (the Group), which comprises the statement of financial position as at 30 June 2021, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration.

In our opinion the accompanying financial report of Countrywide Renewable Hydrogen Limited, is in accordance with the Corporations Act 2001 , including:

(i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year ended on that date; and
(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

�� Auditor’s responsibilities for the audit of the Financial Report �� Corporations Act 2001 �� Code of Ethics for Professional Accountants (including Independence Standards) ��

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 2 in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the group’s ability to continue as a going concern and therefore the group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.

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Other information

The directors are responsible for the other information. The other information obtained at the date of this auditor’s report is information included in the Directors report, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

http://www.auasb.gov.au/auditors_responsibilities/ar3.pdf

This description forms part of our auditor’s report.

BDO Audit Pty Ltd

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Salim Biskri Director Melbourne, 10 December 2021

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ACN 095 006 090

LODGE YOUR VOTE ONLINE � www.linkmarketservices.com.au BY MAIL � ReNu Energy Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia � BY FAX +61 2 9287 0309 � BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; or Level 12, 680 George Street, Sydney NSW 2000 During business hours Monday to Friday

� ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 2:00pm (Melbourne time) on Sunday, 30 January 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

� ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to participate in the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to participate in the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR PARTICIPATE INANCE.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

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PROXY FORM

I/We being a member(s) of ReNu Energy Limited and entitled to participate in and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 2:00pm (Melbourne time) on Tuesday, 1 February 2022 at BDO Australia, Tower 4, Level 18, 727 Collins Street, Melbourne VIC 3008 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an �

Resolutions

1 Acquisition of Shares by CRH Founders
2 Change to scale of activities
3 Ratification of prior issue under Placement
4 Grant of Broker Options
5 Grant of SPP Options
6 Grant of SPP Options to Mr Boyd White
7 Issue of CY21 Bonus Shares to Mr Boyd White
8 Issue of CY21 Bonus Shares to Mr Tony Louka

For Against Abstain *

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For Against Abstain *
9 Issue of CY21 Bonus Shares to Mr Tim Scholefield
10 Issue of CY21 Bonus Shares to Mr Greg Watson

==> picture [79 x 168] intentionally omitted <==

11 Issue of Plan Shares to Mr Boyd White
12 Issue of Plan Shares to Mr Tony Louka
13 Issue of Plan Shares to Mr Tim Scholefield
14 Issue of Plan Shares to Ms Susan Oliver AM
15 Issue of Plan Shares to Mr Geoffrey Drucker
16 Issue of Plan Shares to Mr Greg Watson

� * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

RNE PRX2201B

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JANUS ELECTRIC HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2021

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