Joint Venture / Shareholders Agreement Template — Ireland

JOINT VENTURE / SHAREHOLDERS AGREEMENT

Companies Act 2014 — Institutional Joint Venture — Ireland

"Board" means the board of directors of the JV Company. "Companies Act 2014" means the Companies Act 2014 (as amended, including by the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024). "Completion" means the closing of this Agreement and the capital contributions in clause 4. "Reserved Matters" has the meaning given in clause 5. "Working Day" means any day other than a Saturday, Sunday or public holiday in Ireland on which banks in Dublin are open for business.

Purpose: The development, financing, construction and operation of utility-scale onshore and offshore wind generation projects in the Republic of Ireland, with target capacity of 500MW by 2030. The JV Company's business is restricted to this purpose; any expansion beyond requires a Reserved Matters decision.
The Board shall not engage in any business outside this scope without Reserved Matters approval. The Partners shall procure that the JV Company complies with all applicable laws, including the Competition Act 2002 (as strengthened by the Competition (Amendment) Act 2022 — full-function JV merger notification at €60M turnover thresholds) and EU competition law.

On Completion, the issued share capital of the JV Company shall be held: Partner 1: 50% and Partner 2: 50%. All shares shall rank pari passu unless otherwise specified in the Articles of Association of the JV Company.

Partner 1 — Initial contribution: €5,000,000 in cash, payable in two tranches: €3M on Completion and €2M on or before 30 June 2027.
Partner 2 — Initial contribution: €5,000,000 in cash on Completion, plus technology licences over the Nordic Renewables platform (valued at €1.5M for non-cash subscription purposes) granted on Completion.
Future funding: Future funding calls of up to €10M aggregate may be made by the Board on 30 days' notice, contributed pro rata to shareholding. Failure to contribute results in dilution at the agreed dilution formula (1.25x dilution multiplier for the contributing Partner over a 36-month catch-up period).

Board composition: The JV Company shall have a Board of 4 directors: 2 nominated by Partner 1 and 2 nominated by Partner 2. Each Partner may, on written notice, replace its nominees. The Chair shall rotate annually between the Partners (Partner 1 in year 1, Partner 2 in year 2, etc.) and shall NOT have a casting vote.
Reserved Matters threshold: 75% supermajority of the votes cast at a meeting of the Board or in writing (recommended for 50/50 JVs).
Reserved Matters list: (a) any change to the JV Company's scope of business; (b) annual budget approval and any material variation; (c) capital expenditure exceeding €500,000 per project; (d) borrowing exceeding €1,000,000; (e) sale or disposal of material assets; (f) appointment / dismissal of the CEO / CFO; (g) dividend declaration; (h) entry into related-party transactions; (i) commencement of material litigation; (j) any acquisition or disposal of shares in the JV Company; (k) winding-up, liquidation or restructuring; (l) material change to accounting policies.
Chair: The Chair shall rotate annually between the Partners (Partner 1 in odd-numbered years, Partner 2 in even-numbered years), commencing with Partner 1 in 2026. The Chair has no casting vote.
CEO appointment: The first CEO shall be nominated by Partner 1 with the consent of Partner 2 (not to be unreasonably withheld). Subsequent CEO appointments and the appointment of the CFO require Reserved Matters approval.

Dividend policy: After meeting the JV Company's working capital and approved capital expenditure needs, distributable profits shall be paid as dividends pro rata to shareholding. The Board shall declare dividends at least once per financial year, payable within 90 days of the audited accounts being approved, save where the Reserved Matters threshold is invoked to retain profits for re-investment.
Re-investment: Up to 30% of distributable profits in any year may be retained for re-investment by Board resolution (no Reserved Matters threshold); retention above 30% requires Reserved Matters approval.

Deadlock trigger: A "Deadlock" occurs when (a) the Board fails to approve a Reserved Matter at two consecutive meetings called at least 21 days apart, or (b) either Partner notifies the other in writing that, in good faith, a fundamental disagreement exists. On Deadlock, either Partner may invoke the deadlock mechanism by written notice.
Deadlock mechanism: Shotgun buy-sell — either Partner may, on notice, offer to buy out the other at a stated price per share; the offeree must elect within 30 days either to sell at that price or to buy at the same price. The selected mechanism is the exclusive process for resolving deadlock and overrides any general dispute-resolution clause.

Drag-along: if a bona fide third-party offer is made for shares representing 75% of issued shares (recommended baseline) or more of the issued share capital, the accepting Partner(s) may, on 30 days' written notice, require the remaining Partner(s) to sell their shares on the same terms.
Tag-along: if any Partner proposes to transfer shares representing 50% of issued shares (recommended baseline) or more of the issued share capital to a third party, the other Partner(s) shall have the right to participate in the sale on the same terms (pro rata to their respective shareholdings).
Both rights apply in addition to (and are subject to) the pre-emption rights in clause 9 — pre-emption must be exhausted before drag/tag is invoked.

Any Partner wishing to transfer shares (other than pursuant to drag-along under clause 8) shall first offer them to the other Partner(s) by written notice specifying the number of shares, the price (or, if no bona fide third-party offer exists, the basis of valuation) and the proposed transferee. The receiving Partner(s) shall have 30 days (recommended baseline) to accept or decline. Valuation: In the absence of a bona fide third-party offer, the pre-emption price shall be the fair market value of the shares as determined by an independent valuer agreed between the Partners (or, failing agreement, appointed by the President of the Institute of Chartered Accountants in Ireland) on a going-concern basis without minority discount.
If the pre-emption is declined or unexercised, the transferring Partner may sell to the named third party on the disclosed terms within 90 days; any deviation requires a fresh pre-emption cycle.

Each Partner covenants with the other that, for the periods specified below following the cessation of that Partner's participation in the JV (whether by transfer of shares, buy-out, exit or otherwise):
(a) Non-compete: for 24 months (recommended baseline), that Partner shall not directly or indirectly carry on, be employed by, or have any material interest in any business that competes with the JV Company in the scope of business defined in clause 2 within the Republic of Ireland;
(b) Non-solicit: for 24 months (recommended baseline), that Partner shall not solicit any customer, supplier or employee of the JV Company.
The Partners acknowledge that these restraints (i) protect the legitimate proprietary interests of the JV Company and the other Partner in the customer connection, confidential information and workforce stability built up through the JV, (ii) go no further than necessary, and (iii) are reasonable in duration, geography and scope having regard to the Murgitroyd v Purdy [2005] IEHC 159 and Net Affinity v Conaghan [2011] tests.

Trigger events: (a) insolvency of a Partner (appointment of receiver, liquidator, examiner under Part 10 Companies Act 2014, or analogous foreign proceedings); (b) material breach of this Agreement by a Partner not remedied within 60 days of written notice; (c) change of control of a Partner (acquisition of >50% of voting equity by a third party); (d) deadlock without resolution within 180 days of invocation of the deadlock mechanism; (e) the JV Company achieving the business purpose set out in clause 2; (f) mutual agreement of the Partners.
IPO mechanics: If the Board approves a flotation of the JV Company, each Partner shall use all reasonable endeavours to facilitate the IPO, including approval of the prospectus, lock-up agreements (12 months for Partners with >25% holding, 6 months otherwise), waiver of pre-emption on the IPO shares, and consent to underwriter discount provisions. A Partner holding <10% may not block an IPO that has been approved by Partners holding >75% in aggregate.
Winding-up: on termination of this Agreement and the JV, the assets of the JV Company shall first be applied to creditors, then return of capital pro rata to capital contributions, then distribution of surplus to the Partners pro rata to shareholding.

The parties acknowledge that this Agreement is in scope of the Screening of Third Country Transactions Act 2023 (in force 6 January 2025). The parties shall jointly prepare the mandatory notification to the Minister for Enterprise, Tourism and Employment and shall not proceed to Completion until the Minister has either issued a screening decision or the 90-day (extendable to 135-day) statutory review period has expired.
Sensitive sector identification: The JV Company operates utility-scale wind generation, which falls within the "critical infrastructure — energy" sensitive sector under Article 4(1)(a) of the EU FDI Regulation 2019/452 (referenced by section 4 of the Screening of Third Country Transactions Act 2023). The non-EEA Partner (Nordic Renewables Group AS, Norway) will be notified for screening prior to Completion.
The parties acknowledge that closing in breach of the Act is a criminal offence and the Minister may void the transaction up to 5 years post-Completion.

Confidentiality: the existence and terms of this Agreement are confidential; neither Partner shall publicise the JV without the other's prior written consent (save for statutory disclosure).
Assignment: neither Partner may assign its rights or transfer its shares except in accordance with this Agreement (drag, tag, pre-emption).
Notices: any notice shall be in writing, delivered by hand, registered post or email with read receipt to the addresses given above.
Variation: any variation shall be in writing and signed by both Partners.
Severability: the invalidity of any provision does not affect the remaining provisions; a void restraint in clause 10 may be blue-pencilled to the extent necessary to preserve enforceability of the remainder.
Entire agreement: this Agreement (together with the Articles of Association of the JV Company) constitutes the entire agreement between the Partners and supersedes all prior negotiations and term sheets.

This Agreement is governed by the laws of Ireland. Subject to any binding arbitration provision applicable to a deadlock or specific dispute, the courts of Ireland have exclusive jurisdiction over any dispute arising from or connected with this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.