SCHEDULE: CPPIB: Masdar Exits ReNew Energy Consortium, Deal Off

Canada Pension Plan Investment Board reports Masdar's withdrawal from a consortium, ending a proposed transaction for ReNew Energy Global plc.

Summary

• Canada Pension Plan Investment Board (CPPIB) filed an Amendment No. 12 to its Schedule 13D regarding its beneficial ownership in ReNew Energy Global plc.
• Masdar confirmed its withdrawal from the consortium on December 14, 2025, leading to the cessation of the Proposed Transaction.
• The Consortium Bid Conduct Agreement expired on December 10, 2025, in accordance with its terms.
• CPPIB beneficially owns an aggregate of 88,846,844 Class A ordinary shares of ReNew Energy Global plc, representing 34.6% of the class.
• This beneficial ownership includes 76,501,166 currently held shares and 12,345,678 shares convertible from Renew Power Private Limited (ReNew India) shares, plus one Class D ordinary share granting equivalent voting rights.
• The percentage of class is calculated based on 244,405,376 Class A ordinary shares outstanding as of March 31, 2025, as reported by ReNew Energy Global plc in its Annual Report on Form 20-F filed on July 30, 2025.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the explicit termination of a proposed transaction involving a significant shareholder and a consortium. This indicates a failure to proceed with a strategic initiative, which can be perceived as a setback.

Negatives

• The withdrawal of Masdar from the consortium means the Proposed Transaction will no longer be pursued, indicating a failure to complete a potential strategic initiative.
• The expiration of the Consortium Bid Conduct Agreement confirms the termination of the collaborative effort for the transaction.

Risks

• The cessation of the Proposed Transaction could lead to uncertainty regarding ReNew Energy Global plc's future strategic direction or potential M&A activities.
• Neither CPPIB nor any of its Covered Persons have been convicted in a criminal proceeding or been party to a civil proceeding related to securities laws in the last five years.

Future Outlook

The consortium will no longer pursue the Proposed Transaction involving ReNew Energy Global plc following Masdar's withdrawal and the expiration of the Bid Conduct Agreement.

Management Comments

• Pierre Abinakle, Managing Director, Head of Compliance for Canada Pension Plan Investment Board, certified the information set forth in the statement.

Industry Context

This announcement impacts ReNew Energy Global plc, a significant player in the renewable energy sector, by removing a potential strategic transaction. The withdrawal of a key consortium member like Masdar could signal challenges in large-scale investment collaborations within the renewable energy infrastructure space, potentially affecting market sentiment for similar ventures.

Legal Proceedings

• Neither Canada Pension Plan Investment Board nor, to its knowledge, any of its directors or executive officers (Covered Persons) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Neither Canada Pension Plan Investment Board nor, to its knowledge, any Covered Person has been a party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.

Stakeholder Impact

• Shareholders of ReNew Energy Global plc may experience negative sentiment or a re-evaluation of the company's strategic outlook due to the failure of the Proposed Transaction.
• The termination of the transaction could impact the perceived value or future growth prospects of ReNew Energy Global plc.

Key Dates

Keywords

Canada Pension Plan Investment Board, CPPIB, ReNew Energy Global plc, Masdar, Schedule 13D, Beneficial Ownership, Consortium, Proposed Transaction, Renewable Energy, India Shares, Class A Ordinary Shares