ESSENTIAL SERVICES COMMISSION License to Generate ... · (PPA)10 11with Simec Zen . RCR will undertake all operations and maintenance activities of the solar farm for ... CPowounet

ESSENTIAL SERVICES COMMISSION License to Generate Electricity for

Supply and Sale and to Sell Electricity by Wholesale

WEMEN SOLAR UNIT TRUST

Public submission

8 August 2018

ESC Generation Authority Application – Wemen Solar Unit Trust

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1 TABLE OF CONTENTS 2 INTRODUCTION................................................................................................................................ 4

3 INFORMATION ON APPLICANT AND NATURE OF THE APPLICATION ........................................ 7

3.1 APPLICANT INFORMATION ......................................................................................................... 7

3.2 OWNERSHIP INFORMATION ...................................................................................................... 7

3.2.1 Corporate and Financial Structures ........................................................................ 7

3.3 INSTITUTIONAL EXPERIENCE ...................................................................................................... 8

3.3.1 Wirsol ................................................................................................................................... 8

3.4 KEY CONTRACTS AND AGREEMENTS .......................................................................................... 9

3.5 PLANNING AND ENVIRONMENTAL APPROVALS ....................................................................... 9

3.5.1 Development Approval ............................................................................................... 9

3.5.2 EPBC Approval ................................................................................................................ 10

3.6 LAND OWNERSHIP AND ACCESS ARRANGEMENTS ................................................................ 10

3.7 DETAILS OF REGULATORY ACTION ............................................................................................ 10

3.8 ENERGY SAFE VICTORIA AND OBLIGATIONS UNDER THE ELECTRICITY SAFETY ACT 1998 (VIC) 10

3.9 DETAILS OF LICENCE SOUGHT ................................................................................................... 11

3.9.1 Details of current or former licences held in this or other jurisdictions. ................................................................................................................................... 11

3.9.2 Licenses held by associates of the applicant. ................................................. 11

4 THE COMMISSIONS OBJECTIVES ....................................................................................................... 12

4.1 ESSENTIAL SERVICES COMMISSION ACT OBJECTIVES – SECTIONS 8(1) AND 8(2) ............ 12

4.1.1 Efficiency in the industry and incentives for long term investment ......... 12

4.1.2 The financial viability of the industry ..................................................................... 13

4.1.3 The degree of, and scope for, competition within the industry, including countervailing market power and information asymmetries .................................... 13

4.1.4 The relevant health, safety, environmental and social legislation applying to the industry ............................................................................................................. 14

4.1.5 Benefits and Costs of Regulation.............................................................................. 14

4.1.6 To promote consistency in regulation between States and on a national basis. 14

5 FINANCIAL VIABILITY ....................................................................................................................... 16


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5.1 BALANCE SHEET AND SUPPORTING INFORMATION ............................................................. 16

5.1.1 Balance Sheet and financial data ............................................................................ 16

5.1.2 External Auditor Statements and Credit Rating .............................................. 16

5.1.3 Business Plan ................................................................................................................... 16

5.1.4 Documentation to substantiate source of funding ....................................... 17

5.1.5 Australian Financial Services Licence ..................................................................... 17

5.1.6 INSURANCE ARRANGEMENTS .......................................................................................... 17

6 INFORMATION ON TECHNICAL ABILITY............................................................................................. 18

6.1 ORGANISATIONAL CHART OF KEY PERSONNEL WITH DETAILS OF EXPERIENCE AND KNOWLEDGE OF THE INDUSTRY ........................................................................................................... 18

6.2 CONTRACTS WITH EXTERNAL PROVIDERS .............................................................................. 18

6.3 STATEMENTS FROM INDUSTRY BODIES .................................................................................. 18

6.4 INTERNAL CONTROLS, POLICIES AND GOVERNANCE PROCEDURES ................................ 18

6.5 BUSINESS MODEL ........................................................................................................................ 19

6.6 RISK MANAGEMENT POLICIES ................................................................................................... 19

6.7 DEMONSTRATIONS OF BILLING AND MANAGEMENT SYSTEMS ........................................... 19

6.8 OTHER (COMPLAINTS, PRIVACY STATEMENTS, DOCUMENT RETENTION POLICIES) ....... 19

6.9 COMPLAINTS ............................................................................................................................... 20

6.10 INFORMATION IN SUPPORT OF A GENERATION LICENCE APPLICATION ....................... 20

6.10.1 Details of experience in and knowledge of the electricity industry .......... 20

6.10.2 A summary of the skills and experience of the directors and senior managers and their relevance to meeting the requirements of the license ....... 21

6.10.3 Evidence that the applicant has the capacity to comply with the license conditions, codes and guidelines relevant to its application ...................................... 21

6.10.4 Evidence of any interactions or preliminary registration with VENCorp and NEMMCO ..................................................................................................................................... 22

6.10.5 Reliance on other entities ............................................................................... 22

6.10.6 Confirmation that all planning and environmental approvals have been completed ............................................................................................................................. 22

6.10.7 Risk, governance and compliance management and strategies................ 22

6.10.8 Evidence that demonstrates that the entity can successfully operate a business within the electricity industry............................................................................... 23

6.10.9 Confirmation that there are no cross-ownership issues arising under the provisions of Part 3 of the EI Act — cross ownership. .............................................. 23

7 LIST OF ATTACHMENTS (CONFIDENTIAL ) ....................................................................................... 20


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2 INTRODUCTION

Wemen Solar Unit Trust (WSUT) is applying for a licence to generate, sell and

supply electricity from its Wemen Solar Farm (WSF).

WSF is a 97.5 MWp DC (87.75 MW AC with maximum connection capacity of 87

MW AC) single axis tracking project located in north-west Victoria

approximately 450 Km north west of Melbourne. It consists of tier 1

equipment consisting of:

• 39 SMA 2.5MW SMA1 inverters1, • 318,942 Jinko2 340/345 Wp modules; and • a horizontal single axis tracking system by NEXTracker3

When it is commissioned the solar farm is expected to save 256,000 tonnes of

CO2 and power approximately 34,000 homes4.

Wemen Asset Co Pty Ltd as Trustee to Wemen Solar Unit Trust appointed RCR

O’Donnell Griffin Pty Ltd4 (RCR) to construct the solar farm and its associated

substation under a fully wrapped Engineering, Construction and Procurement

(EPC)5 Contract.

Wemen Solar Farm is Wemen Solar Unit Trust’s principal asset and the Trust

carries on no other business. Wemen Asset Co Pty Ltd as Trustee to Wemen Solar

Unit Trust is 100% owned by Wircon GmbH6. Wemen Solar Unit Trust is part of a

portfolio of two solar farms. The other solar farm in the portfolio is Clermont

Solar Farm7 a 87 MW (AC) solar farm located in central Queensland. The portfolio

achieved financial close on 12 December 2017.

Design and construction of both solar farms commenced in January 2018.

Construction has commenced on site with orders all major items of equipment

ordered. Wemen Asset Co Pty Ltd expects the solar farm to commence generating

electricity to the network by 22 October 2018. Regular project meetings with

both RCR and Powercor has not identified any delay to the forecast

commissioning date.

1 SMA are a leading supplier of utility scale solar farm inverters globally. See https://www.sma.de/en.html 2 https://www.jinkosolar.com/ 3 https://www.nextracker.com/ 4 https://www.wemensolarfarm.com.au/ 5 Attachment A-141217-rcr-awarded-epc-and-om-contracts-for-wemen-and-clermont-solar-farms 6 https://wirsol.com/en/company/company-management/ 7 https://www.clermontsolarfarm.com.au/

http://www.sma.de/en.html


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The capital to fully fund the construction of the Wemen Solar Farm was provided

by an equity contribution from Wircon GmbH8 as the parent company and debt

funding from the Clean Energy Finance Corporation (CEFC).9

All output (electricity and large-scale generation certificates (LGCs) from the

Wemen Solar Farm has been contracted through a Power Purchase Agreement

(PPA)10 with Simec Zen11.

RCR will undertake all operations and maintenance activities of the solar farm for

at least the first two years of operation12.

Wemen Asset Co Pty Ltd as Trustee to Wemen Solar Unit Trust has entered into a

Generator Deed and Generator Connection and Access Agreement13 with

Powercor governing the grid connection work.

Wemen Asset Co Pty Ltd as Trustee to Wemen Solar Unit Trust is completing the

process of finalising the negotiations a Generator Performance Standard (GPS)

with AEMO. The project received a 5.3.4A letter14 from AEMO in May 2017 at the

time of executing the connection agreement with Powercor. The final design of

the solar farm is complete and construction is expected to achieve mechanical

completion by 1 September 2018.

Wemen Solar Farm is finalizing documentation to demonstrate compliance with

the requirements around reliability and quality of supply as detailed in the

National Electricity Rules.

CWP AM Australia15 has been appointed as the asset manager of the Wemen Solar

Farm under an Asset Management Agreement16 to provide general asset

management services, including in relation to general project management,

energy market activities and financial management services. CWP AM Australia is

providing similar Asset Management services to a number of other solar farms,

including the following the Clermont Solar Farm in Queensland.

8 https://wirsol.com/en/ 9 https://www.cefc.com.au/case-studies/wirsol-energy-expands-its-qld-and-victoria-solar-farm-portfolio/ 10 https://reneweconomy.com.au/simec-zen-signs-contracts-two-new-solar-farms-23864/ 11 http://www.simec.com/company/ 12 Attachment B - Wemen SF O&M Cover Sheet 13 Attachment C - WEME - Novation Agreement West Negotiated Connection Contract (executed) - v1.0 1414 Attachment D - WEME - West AEMO Generator Performance Standards Acceptance Letter - v1.0 15 https://cwprenewables.com/what_we_do/asset-management/ 16 Attachment E - AMA Scope Only (Final)

https://www.cefc.com.au/case-studies/wirsol-energy-expands-its-qld-and-victoria-solar-farm-portfolio/


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They are also providing similar services to a number of wind farms in other regions of the NEM including;

• 113 MW Boco Rock Wind Farm • 270 MW Sapphire Wind Farm • 135 MW Crudine Ridge Wind Farm

As part of the development, design and financing of Wemen Solar Farm and its

associated grid works extensive technical support and advice was provided by,

and due diligence undertaken by Lloyds Register17. and RINA SERVICES S.p.A.18

17 https://www.lr.org/en/grid-connection-services-power-systems-and-electrical-design/ 18 https://www.rina.org/en/business/energy


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3 INFORMATION ON APPLICANT AND NATURE OF THE APPLICATION

3.1 APPLICANT INFORMATION

Name of the project Wemen Solar Farm

Name of applicant Wemen Solar Unit Trust ABN 76 874 996 133 Registered / Postal Address 101/39 East Esplanade Manly, NSW,

2095

Contact person Garth Gum Gee Connections Manager

3.2 OWNERSHIP INFORMATION

3.2.1 Corporate and Financial Structures

Wemen Asset Co Pty Ltd as Trustee to Wemen Solar Unit Trust is a wholly owned

subsidiary of the WEL 1 Pty Ltd a holding company for the Ruby Portfolio of solar

farms consisting of the Wemen Solar Farm and Clermont Solar Farm.

The corporate and financing structure of WEL 1 Pty Ltd is set out below.


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3.3 INSTITUTIONAL EXPERIENCE

3.3.1 Wirsol

Wirsol19 is a specialist European renewable energy developer and investor,

specialising in photovoltaic systems

To date Wirsol have reached more than 8,500 customers through consistent

investment and competency in photovoltaic and wind power systems. Know-

how in engineering, gathered from more than 800 MWp of installed power

implementing high quality state-of-the-art technology, are the key factors for

success. The table below shows Wirsol’s experience in the design, construction,

operation and maintenance, asset management and financing of solar farms

across Europe, North America and Australia. Wirsol undertakes each or all of

these functions depending on the project requirements.

Installed PV Solar Sites (Historic)

Country Installed Capacity (MW) Germany >380 Spain >80 Italy >50 Denmark >60 Netherlands >30

19 https://wirsol.com.au/


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Canada >10 Portugal >200 Other >30 France >30 Australia 670

(Hamilton/Whitsunday/Gannawarra/Clermont/Wemen)

3.4 KEY CONTRACTS AND AGREEMENTS The below table lists some of the key contracts which Wemen Asset Co Pty Ltd as

Trustee to Wemen Solar Unit Trust has entered into for the construction and long-

term operation and maintenance of Wemen Solar Farm.

Agreement Wemen Asset Co Pty Ltd Counterparty Generator Connection and Access Agreement20 Powercor Australia Pty Ltd

Generator Deed21 Powercor Australia Pty Ltd Engineering, Procurement, Construction and Installation22 Contract22

RCR O’Donnell Griffin Pty Ltd

Operations & Maintenance (O&M) services23 Contract23

RCR O’Donnell Griffin Pty Ltd

Power Purchase Agreement24 Simec Zen Asset Management Agreement25 CWP AM Australia

3.5 PLANNING AND ENVIRONMENTAL APPROVALS All required planning and environmental approvals have been obtained, including

the Development Approval (DA) are set out below. All material continuous

obligations in terms of planning and environmental approvals continue to be

complied with.

3.5.1 Development Approval Formal development approval for a Material Change of Use for Wemen Solar Farm was granted by the Swan Hill Rural City Council on 20 April 201826 .As part of the Development Approval, the Swan Hill Rural City Council has approved the following plans:

• Road Management Plan27 • Planning Permit Vegetation Management28

20 Attachment C - WEME - Novation Agreement West Negotiated Connection Contract (executed) - v1.0 21 Attachment F- WEME - West Generator Deed (executed) - v1.0 22 Attachment G -Wemen SF - EPC Contract Cover Pages 23 Attachment B - Wemen SF O&M Cover Sheet 24 Attachment H - Simec Zen signs contracts with Wirsol for two new solar farms 25 Attachment E - AMA Scope Only (Final)H 26 Attachment I - WEME - Planning Approval 2014-105 Lot 2 PS802384 - v4.0 27 Attachment J - WEME - Section 121 and 173 Agreement (executed) - v1.0 28 Attachment M -WEME - 2014-105 Cond 1,3,11,26 Endorsed Plans - v1.0


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• Vic Roads Approvals29 • Construction Management Plan30

3.5.2 EPBC Approval A biodiversity assessment was undertaken and it was identified that an EPBC

assessment was not required

3.6 LAND OWNERSHIP AND ACCESS ARRANGEMENTS

On 14 December 2017 Wemen Asset Co Pty Ltd entered into a long term (25 year,

with 4 x 5-year options) lease with the freehold landowner, Tony Hickey. A copy of

the lease is provided31.

3.7 DETAILS OF REGULATORY ACTION No prosecutions or regulatory complaints have commenced against the Applicant or any other company or person related to or associated with the Applicant.

3.8 ENERGY SAFE VICTORIA AND OBLIGATIONS UNDER THE ELECTRICITY SAFETY ACT 1998 (VIC)

As the EPC and O&M contractor, RCR is responsible for design, construction and operation of the solar farm in compliance with the Electricity Safety Act 1998 (Vic). RCR has undertaken the following activities and correspondence with Energy Safe Victoria (ESV).

• RCR has made contact with ESV to seek advice on Wemen Solar Farm’s obligation in meeting the Electricity Safety Act 1998 (Vic).

• ESV has advised that RCR and Wemen Solar Farm are not required to operate

an Electricity Safety Management Scheme (ESMS) as they are not a Major Electricity Company (MEC). A MEC is a distribution or transmission company.

• Under the Electricity Safety Act 1998 (Vic) RCR have engaged an electrical

inspector to sign off on all prescribed electrical works.

• RCR are preparing a HV operation protocol and contact name list as requested by Powercor for operation of the HV substation.

29 Attachment L - WEME - Vic Roads No Objection Subject to Conditions 2017-03-17 - v1.0 30 Attachment N -WEME - 2014-105 Cond 27 Traffic Documents - v1.0 31 Attachment O - WEME - Lease PS802384H Tripartite Deed (executed) - v2.0


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3.9 DETAILS OF LICENCE SOUGHT Wemen Asset Co Pty Ltd as Trustee to Wemen Solar Unit Trust is seeking a License

to Generate Electricity for Supply and Sale and to Sell Electricity by Wholesale.

The solar farm substation is on target to be energised on 1 September 2018. The

solar farm is expected to generate electricity into the network from 22 October

2018. In order to accommodate flexibility in the construction programmes,

Wemen Asset Co Pty Ltd is seeking a generation license from 1 September 2018.

The electricity generated will be sold into the National Electricity Market (NEM).

As referenced in Section 1 above, for the period from commencement of

operations until 31 December 2032 electricity and LGCs will be sold to, and

acquired by, Simec Zen and the remainder on a merchant basis into the NEM.

Wemen Asset Co Pty Ltd is not seeking any non-standard license conditions.

3.9.1 Details of current or former licences held in this or other jurisdictions. Wemen Asset Co Pty Ltd has never held or applied for a license in Victoria or any other jurisdiction, nor has it had a license refused.

3.9.2 Licenses held by associates of the applicant. Wircon GmbH as the ultimate owner of Wel 1 Pty Ltd and Welee Australia Pty Ltd owns Gannawarra Solar Farm Pty Ltd which has a generation license from the ESC to operate the Gannawarra Solar Farm. The generation license was granted on 14 March 201832. Whitsunday Solar Farm Pty Ltd and Hamilton Solar Farm (wholly owned subsidiaries of Welee Australia Hold Co Pty Ltd) have generation licenses in Queensland from the Department of Energy and Water Supply (DEWS). Whitsunday Solar Farm Pty Ltd and Hamilton Solar Farm Pty Ltd were registered as Market Participants in the NEM with AEMO33 on 28 May 2018 while Gannawarra Solar Farm Pty Ltd was registered with AEMO on 19 March 2018.

32 Attachment P- GANN - Electricity Generation Licence - v1.0 33 http://www.aemo.com.au/Electricity/National-Electricity-Market-NEM/Participant-information/Current-

participants/Current-registration-and-exemption-lists


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4 THE COMMISSIONS OBJECTIVES

4.1 ESSENTIAL SERVICES COMMISSION ACT OBJECTIVES – SECTIONS 8(1) AND 8(2)

The Objective of the Commission is set out under sub-section 8(1) of the Essential Services Commission Act 2001 (ESC Act) as follows: In performing its functions and exercising its powers, the primary objective of the Commission is to protect the long term interests of Victorian consumers. Granting a generation license to Wemen Solar Unit Trust is consistent with the objectives of the Commission in terms of protecting the long term interests of Victorian consumers. Wemen Solar Unit Trust is a dedicated, standalone, financially viable generator (with funding for all of its obligations already committed), underpinned by long-term contracts, and supported by leading companies in the Australian energy market. As a solar energy generator (and one of Victoria’s first utility scale solar farms), Wemen Solar Farm will provide low marginal cost energy into the NEM, increase and diversify the supply of energy in Victoria, leading to increased supply, reliability and reduced energy costs. Modern utility scale solar inverters are capable of providing sophisticated grid support, including fast response power factor control and voltage ride through capabilities. Further, the environment in Victoria will benefit from increased zero emission electricity generation. Under sub-sections 8(1) and 8(2) of the ESC Act, the Commission must have regard to a number of matters in seeking to achieve the Objective. The Applicant believes that granting of the license is consistent with these matters, described in sub-section 8A(1), as follows:

4.1.1 Efficiency in the industry and incentives for long term investment Wemen Solar Farm will contribute to increased efficiency in the electricity market through additional diversity of supply and competition. The project provides significant investment into the Victorian electricity market via equity capital from Wirsol as majority owner, debt financing from the CEFC and a long term offtake agreement with Simec ZEN. Utility scale solar PV is an established technology with approximately 300 GW installed globally34 in 2016 and over 1 GW financially closed and under construction or operational in Australia.

34 https://www.climatecouncil.org.au/resources/solar-report/


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The operational risks of utility solar farms are low and well understood. The operational design life of the project is 30 years.

4.1.2 The financial viability of the industry Wemen Solar Unit Trust is financially viable having achieved financial close on 12 December 2017 with long term debt35 and equity financing, underpinned by a long term PPA with Simec Zen. A comprehensive due diligence was carried out on the financial and energy yield aspects of the solar farm to support the equity and debt investment into the project. This is evidence of the project’s ‘bankability’. A copy of the Independent Engineer’s Due Diligence Report36 undertaken by RINA is attached. Further, Wemen Solar Farm operates in a financially viable industry. The NEM has existed as a liberalised wholesale spot market for electricity for almost 20-years, trading circa 190 to 200 TWh per annum worth almost $17bn in 2016-17 and with some 200+ registered participants and 53GW of installed capacity37. Equity and debt markets are providing long term finance to solar PV, even with merchant exposure, recognising it as one of the lowest cost forms of electricity generation in the NEM. Capital costs are expected to continue to fall going forward. The recent Queensland 400 Renewables request for tender38 attracted 115 tenders. In June 2016, the Victorian Government committed to Victorian Renewable Energy generation Target of 25 per cent by 2020 and 40 per cent by 2025 (VRET)39 One mechanism to help achieve the VRET is the establishment of the Victorian Renewable Energy Auction Scheme (VREAS)40 under which the Victorian Government will award commercial contracts in support of up to 650 MW of new renewable energy generation. The format of the auction will be a reverse auction, with bids accepted for up to 550 MW of large scale technology neutral renewable energy and for up to 100 MW of large scale solar-specific renewable energy. 38

4.1.3 The degree of, and scope for, competition within the industry, including countervailing market power and information asymmetries

35 Attachment Q - Wemen SF - Debt Finance Cover Sheet 36 Attachment R - WEME - Technical Due Diligence Report - v1.4 37 http://www.aemo.com.au/-/media/Files/Electricity/NEM/National-Electricity-Market-Fact-Sheet.pdf 38 https://www.climatecouncil.org.au/uploads/a1a456a201a175c4bb34f684f6f9dcbd.pdf 39 https://www.energy.vic.gov.au/renewable-energy/victorias-renewable-energy-targets 40 https://www.energy.vic.gov.au/renewable-energy/victorian-renewable-energy-auction-scheme


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Wemen Solar Farm provides a positive contribution to the diverse and competitive supply of electricity to Victorian consumers via the creation of a new electricity generation asset which is consistent with the objective of this matter.

As a relatively small generator, Wemen Solar Farm is expected to be a price-taker and therefore will not be able to set the market price nor wield significant market power. This has the potential to lower market spot prices. Relative to other generators within Victoria and the NEM as a whole, Wemen Solar Farm can be considered only a minor player in the industry. The total existing generation fleet in Victoria totals almost 11,000 MW while Wemen Solar Farm will have a capacity of 87 MW or 0.8% of the current generation fleet in Victoria41.

4.1.4 The relevant health, safety, environmental and social legislation applying to the industry

Construction and operation of the solar farm will be subject to all relevant health, safety, environmental and social legislation applying to the Victorian electricity industry.

4.1.5 Benefits and Costs of Regulation The benefits and costs of regulation (including externalities and the gains from competition and efficiency) for (a) consumers and users of products or services (including low income and vulnerable consumers) and (b) regulated entities. Wemen Asset Co Pty Ltd has entered into a long term PPA contract with Simpec Zen at a price which is competitive with other forms of generation. This allows Simpec Zen as one of Australia’s largest electricity retailers to supply electricity to consumers at a competitive price. Wemen Asset Co Pty Ltd will seek to minimise the costs of regulation and allow consumers and users of electricity (including low income and vulnerable consumers) to receive the benefits of increased renewable energy supply. These include reduced cost, and increased reliability and quality, of electricity supply, and environmental and health costs.

4.1.6 To promote consistency in regulation between States and on a national basis. Wemen Solar Farm will operate as a semi-scheduled generator, will be registered42 with AEMO, and is required to comply with the National Electricity Rules. In addition, Wemen Solar Farm will generate LGCs under the Renewable Energy (Electricity) Act 2000 (Cth).

41 http://www.aemo.com.au/-

/media/Files/Electricity/NEM/Planning_and_Forecasting/NEM_ESOO/2017/2017-Electricity-Statement-of-

Opportunities.pdf 42 Attachment S - Wemen SF - AEMO Generation Application Acknowledgement


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5 FINANCIAL VIABILITY As set out earlier in this Application, Wemen Solar Farm has been fully project financed. The debt and equity project financing means that this project is fully capitalised to meet all contractual commitments to construct the project and bring them into operation. Wemen Asset Co Pty Ltd can meet and address the financial viability requirement, and can be summarised as follows:

• Wemen Solar Unit Trust is 100% owned by Wirsol, a specialist European renewable energy developer and investor, specialising in photovoltaic systems and wind power plants.;

• Wemen Solar Unit Trust is financed by equity from Wirsol and long-term debt from the CEFC;

• Wemen Asset Co Pty Ltd’s shareholders’ agreement contains mechanisms allowing equity investors to support the company with future injections of capital if required; and

• Wemen Asset Co Pty Ltd’s long -term viability is supported by a PPA with Simpec Zen

5.1 BALANCE SHEET AND SUPPORTING INFORMATION

5.1.1 Balance Sheet and financial data The balance sheet, including a statement of assets and liabilities is attached43.

5.1.2 External Auditor Statements and Credit Rating

There are no statements available from external advisors, nor has a rating been provided by any credit agency The fact that the solar farm has been project financed and has a long term PPA in place demonstrates sufficient financial resources to sustain a viable business in the electricity industry.

5.1.3 Business Plan Wemen Asset Co Pty Ltd is engaged solely in the generation of electricity from its single asset Wemen Solar Farm. It has no other business. Its business plan is to simply maximise the volume of electricity and LGCs generated at the solar farm. It has entered into:

43 Attachment T - WEL1 Pty Ltd - Balance Sheet


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• a long-term agreement to buy all the electricity and LGCs generated by the Wemen Solar Farm with Simpec Zen;

• a full-service O&M agreement with RCR Tomlinson Pty Ltd; and • a long-term asset management agreement with CWP AM Australia.

A detailed business plan outlining the key assumptions which form the basis of the financial model will be provided shortly (Attachment AF).

5.1.4 Documentation to substantiate source of funding A Statutory Declaration signed by a director of Wemen Asset Co Pty Ltd has been provided which summarises:

• equity and debt funding provided to the project • forecast development and construction costs • forecast operational costs and revenue for the first 5 years of operation

The Statutory Declaration is provided as (Attachment AG).

5.1.5 Australian Financial Services Licence Wemen Asset Co Pty Ltd, does not require an Australian Financial Services License. It does not intend to undertake any of the activities which require an Australian Financial Services Licence, ie:

• provide financial product advice to clients • deal in a financial product • make a market for a financial product • operate a registered scheme • provide a custodial or depository service, or • provide traditional trustee company services

5.1.6 INSURANCE ARRANGEMENTS Wemen Asset Co Pty Ltd has in place all the necessary insurance policies44 for a project of this type and size, including:

• Marine Transit and Delay in Start Up • Construction Liability • Contract Works and Delay in Start Up • Marine Transit and Delay in Start Up • Operational Liability • Operational Material Damage and Business Interruption

44 Attachment U - Wemen Solar Farm - Insurance and Claims Manual


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6 INFORMATION ON TECHNICAL ABILITY

6.1 ORGANISATIONAL CHART OF KEY PERSONNEL WITH DETAILS OF EXPERIENCE AND KNOWLEDGE OF THE INDUSTRY

Details of the experience of the Wemen Asset Co Pty Ltd directors are included in Attachment V45 and W46. Details of the roles and responsibilities of key personnel employed by Wirsol Australia are included in Attachment X47 and Y48.

6.2 CONTRACTS WITH EXTERNAL PROVIDERS The project is being delivered as a fully wrapped contract including all equipment including contracts with external suppliers and supply contracts49.

In addition the ongoing operation and maintenance activities are being undertaken as a contract with RCR while the ongoing asset management is being undertaken by CWP AM Australia.

6.3 STATEMENTS FROM INDUSTRY BODIES Wemen Asset Co Pty Ltd has not participated in the Victorian Electricity Market previously, so we are unable to provide any statements from bodies such as Energy and Water Ombudsman Victoria (EWOV). However, the Applicant has entered into a Generator Connection and Access Agreement and a Generator Deed with Powercor and has submitted registrations with the following regulatory bodies:

• AEMO: Generator registration • Clean Energy Regulator: LCG registration • Austraclear: clearing and settlement registration

6.4 INTERNAL CONTROLS, POLICIES AND GOVERNANCE PROCEDURES RCR as the operator of Wemen Solar Farm has in place the following policies and procedures:

• WHS Management Plan (See Attachment AB50)

45 Attachment V - Mark Hogan - Personal Bio v1.1 46 Attachment W - Peter Vest + Markus Wirth CVs 47 Attachment X- Organisational Capability 48 Attachment Y - Wirsol Energy Staff Experience 49 Attachment A-141217-rcr-awarded-epc-and-om-contracts-for-wemen-and-clermont-solar-farms 50 Attachment AB -WSF01-0-PRO-WHSRiskManagement-180525-1004-A


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• Key officer obligations and liabilities are set out in the Employer’s Requirements51 and their liabilities are covered in the Parent Company Guarantee52.

• Wemen Solar Farm Risk Management Plan (See Attachment AC53)

A compliance register has been developed which summarises key contractual and regulatory obligations44.

6.5 BUSINESS MODEL

Refer to Business Plan5.1.3.

6.6 RISK MANAGEMENT POLICIES Wemen Asset Co Pty Ltd has managed risk by only engaging reputable contractors with accredited systems in place for managing quality, health and safety and the environment.

RCR Tomlinson, the primary contractor engaged to build and operate the solar farm has the following accreditations in place:

• AS/NZ 4801 Workplace Health and Safety Management • ISO 9001 Quality Management • Federal Safety Commission (FSC) Accreditation

• ISO14001 Environmental Management

A risk register has been developed and is maintained throughout the construction and operational phases of the project54.

6.7 DEMONSTRATIONS OF BILLING AND MANAGEMENT SYSTEMS Wemen Solar Farm is currently under construction, and therefore billing and operational management systems are not yet implemented. We note that as a generator, Wemen Asset Co Pty Ltd, does not have any direct contact or billing interactions with consumers in Victoria. The billing and operational management will be maintained through CWP AM Australia.

6.8 OTHER (COMPLAINTS, PRIVACY STATEMENTS, DOCUMENT RETENTION POLICIES) Wemen Asset Co Pty Ltd complies with all document retention polices and includes privacy statements based on relevant laws and regulations that apply to Wemen Solar Farm. Should any complaints arise, they will be managed through

51 Attachment AD - WEME - O+M Contract Sched 2 - Employers Requirements - v1.0 52 Attachment AE -WEME - O+M Parent Company Guarantee (executed) - v2.0 53 Attachment AC -NC12-PM-000-PLN-0006 RCR Health and Safety Management Plan 54 Attachment Z - NC12-PM-000-REG-0002 Risk Register 20180612 v3


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communication with the Asset Manager of Wemen Solar Farm, CWP AM Australia and recorded on a complaints register.

6.9 COMPLAINTS As a generator, Wemen Asset Co Pty Ltd, does not have any direct contact or billing interactions with consumers in Victoria. Consequently, we would not anticipate receiving complaints from end consumers in their capacity as energy customers.

Complaints during the construction phase can be sent via email, the CWP website, or the contact number listed on the project website55.

6.10 INFORMATION IN SUPPORT OF A GENERATION LICENCE APPLICATION

6.10.1 Details of experience in and knowledge of the electricity industry As a newly incorporated special purpose entity, Wemen Asset Co Pty Ltd’s knowledge of and experience in the electricity industry is derived from its owners and operators. Wirsol through its parent company owns the Wemen and Gannawarra56 Solar Farms in Victoria. In addition it owns 50% of the Gannawarra Battery. It also owns the Whitsunday57 and Hamilton58 Solar farms in Queensland. It is also developing up to 4 other solar farms59 60 61across Queensland and New South Wales with a capacity up to 700 MW. RCR Tomlinson provides O&M services and CWP AM Australia is the asset manager for the existing Ruby portfolio of projects. The engagement of appropriate contracts will be undertaken on a project basis. The owners, operators and maintenance provider of Wemen Solar Farm – Wirsol, RCR Tomlinson and CWP AM Australia – have strong track-records of successfully operating businesses in the electricity industry both in Australia and internationally. Wirsol have extensive international know-how through consistent investment and competency in photovoltaic and wind power systems, gathered from more than 800 MWp of installed power implementing high quality state-of-the-art technology.

55 https://www.wemensolarfarm.com.au/ 56 https://wirsol.com.au/portfolio/gannawarra-solar-farm/ 57 https://wirsol.com.au/portfolio/whitsunday-solar-farm/ 58 https://wirsol.com.au/portfolio/hamilton-solar-farm/ 59 https://wirsol.com.au/portfolio/rodds-bay-solar-farm/ 60 https://wirsol.com.au/portfolio/springdale-solar-farm/ 61 https://wirsol.com.au/portfolio/bomen-solar-farm/


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The capability of CWP AM Australia as the asset management provider is demonstrated by a management team which seeks to

• Manage projects during construction and ongoing operations • Undertake asset management of a portfolio which is diverse including

wind, solar and batteries • Ensure services are tailored to suit each project’s unique requirements

in order to o Maximise the productivity and longevity of the assets o Provide rigorous financial management and reporting o Ensure a strong community focus and maintain excellent

working relationships o Maximise commercial viability and ensure that renewable energy

is affordable and available. RCR is a diversified engineering and infrastructure company providing engineering solutions to the infrastructure, energy and resources sectors. RCR employs over 3,400 people supporting major projects across a network of operations in Australia, New Zealand and SE Asia, with annual revenues in excess of $1 billion. The RCR Maintenance group across Australia and New Zealand provide shut downs, planned maintenance and plant refurbishment services to major utility Power Stations as well as process industries including oil & gas. RCR provides services to Australia’s largest industrial companies including AGL, BHP Billiton, Fortescue Metals Group, Newcrest Mining and Transport for New South Wales amongst others.

6.10.2 A summary of the skills and experience of the directors and senior managers and their relevance to meeting the requirements of the license

The Directors62 63and senior management team64 of Wemen Asset Co Pty Ltd through Wirsol have the skills and experience to ensure the governance requirements of the license are met.

6.10.3 Evidence that the applicant has the capacity to comply with the license conditions, codes and guidelines relevant to its application

Wemen Asset Co Pty Ltd has all necessary expertise to comply with generator license conditions, codes and guidelines through the experience of directors, a strong financial position. The internal team65 at Wirsol have a strong background in the operation and regulatory framework in Australia and are supported by the UK based Wirsol Pty Ltd. In addition the day to day compliance issues are managed through the engagement of CWP AM Australia as the Asset Manager.

62 Attachment V - Mark Hogan - Personal Bio v1.1 63 Attachment W - Peter Vest + Markus Wirth CVs 64 Attachment X- Organisational Capability 65 Attachment Y - Wirsol Energy Staff Experience


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6.10.4 Evidence of any interactions or preliminary registration with VENCorp and NEMMCO

Wemen Asset Co Pty Ltd has since submitted the full generator registration application to AEMO on 24 May 201866.

6.10.5 Reliance on other entities If the applicant is to rely on another entity to provide staff and resources, a summary of the relationship between the applicant and this entity, including any formal agreements to provide services, and a summary of this other entity’s experience in and knowledge of the electricity industry, and technical capacity to meet the relevant requirements of the licence. As noted, CWP AM Australia will be providing Asset Management services to Wemen Solar Farm for a duration of up to 2 years under a full service Asset Management Agreement. Under this agreement CWP is responsible for providing:

• Management of the Health and Safety obligations and systems • Environmental compliance • Management of the O&M agreement and operational performance

measures • Management of the Connection Agreement • Selling of output including the creation and registration of Green Products,

NEM • registration, trading in the NEM • Invoicing and Payments • Standing legislative and regulatory obligations

Details of the skills and experience of the CWP team is provided in Attachment AA67.

Operations and Maintenance services will be provided by RCR Tomlinson for at least the first two years.

6.10.6 Confirmation that all planning and environmental approvals have been completed

As noted in Section 3.5 above, all required planning and environmental approvals have been obtained and any continuous obligations in terms of planning and environmental approvals will be complied with.

6.10.7 Risk, governance and compliance management and strategies

See sections 6 . 6 and 6.4

66 Attachment S - Wemen SF - AEMO Generation Application Acknowledgement 67 Attachment AA - CWAP CV's


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6.10.8 Evidence that demonstrates that the entity can successfully operate a business within the electricity industry

Wemen Solar Farm has entered into a long term PPA contract. Reputable and experienced contractors have been engaged to build and operate the solar farm, and provide asset management services over the long term.

The owners, operator and maintenance provider of Wemen Solar Farm – Wirsol, RCR Tomlinson and CWP – have strong track-records of successfully operating businesses in the electricity industry internationally and domestically.

All these factors ensure that the Applicant can successfully operate Wemen Solar Farm within the electricity industry.

6.10.9 Confirmation that there are no cross-ownership issues arising under the provisions of Part 3 of the EI Act — cross ownership.

The Applicant confirms that there are no cross-ownership issues arising under the provisions of Part 3 of the Version No 080 Electricity Industry Act 2000.

.


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7 LIST OF ATTACHMENTS (CONFIDENTIAL )

Attachment A-141217-rcr-awarded-epc-and-

Attachment B - Wemen SF O&M Cover Sheet Attachment C - WEME - Novation Agreement West Negotiated Connection Contract (executed) - v1.0 Attachment D - WEME - West AEMO Generator Performance Standards Acceptance Letter - v1.0 Attachment E - AMA Scope Only (Final) Attachment F- WEME - West Generator Deed (executed) - v1.0 Attachment G -Wemen SF - EPC Contract Cover Pages Attachment H - Simec Zen signs contracts with Wirsol for two new solar farms Attachment I - WEME - Planning Approval 2014-105 Lot 2 PS802384 - v4.0 Attachment J - WEME - Section 121 and 173 Agreement (executed) - v1.0 Attachment K - WEME - Section 121 and 173 Agreement (executed) - v1.0 Attachment L - WEME - Vic Roads No Objection Subject to Conditions 2017-03-17 - v1.0 Attachment M -WEME - 2014-105 Cond 1,3,11,26 Endorsed Plans - v1.0 Attachment N -WEME - 2014-105 Cond 27 Traffic Documents - v1.0 Attachment P- GANN - Electricity Generation Licence - v1.0 Attachment Q - Wemen SF - Debt Finance Cover Sheet Attachment R - WEME - Technical Due Diligence Report - v1.4 Attachment S - Wemen SF - AEMO Generation Application Acknowledgement Attachment T - WEL1 Pty Ltd - Balance Sheet Attachment U - Wemen Solar Farm - Insurance and Claims Manual Attachment V - Mark Hogan - Personal Bio v1.1 Attachment W - Peter Vest + Markus Wirth CVs Attachment X- Organisational Capability Attachment Y - Wirsol Energy Staff Experience Attachment Z - NC12-PM-000-REG-0002 Risk Register 20180612 v3 Attachment AA - CWAP CV's Attachment AB -WSF01-0-PRO-WHSRiskManagement-180525-1004-A Attachment AC -NC12-PM-000-PLN-0006 RCR Health and Safety Management Plan Attachment AD - WEME - O+M Contract Sched 2 - Employers Requirements - v1.0 Attachment AE -WEME - O+M Parent Company Guarantee (executed) - v2.0


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