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AE-Rotor Holding BV - a wholly owned, indirect subsidiary of Suzlon Energy Ltd., a wind turbine manufacturer - has agreed to sell 67,010,421 shares (10% equity) in Hansen Transmissions International NV, a global gearbox designer, manufacturer and supplier, to funds managed by Ecofin Ltd.

Following completion of the acquisition, Ecofin will have a voting and economic interest in Hansen of approximately 11.62%. Ecofin will not dispose of the shares acquired from Suzlon until after June 30, 2009. The lock-up is renounceable in certain circumstances. Following this disposal, the Suzlon Group will retain a voting and economic interest in Hansen of approximately 61.28%.

The terms of the relationship agreement entered into between Hansen and Suzlon give Suzlon the right to appoint two non-executive directors to Hansen's board for so long as Suzlon's shareholding in Hansen is a minimum of 26%. Suzlon has granted Ecofin the right to nominate one such director for so long as Ecofin's shareholding in Hansen is a minimum of 8%.

Ecofin has indicated that it does not currently intend to exercise this right. This right is renounceable at Ecofin's option within three months following completion, in consideration for the release of the lock-up obligation in respect of the shares acquired by Ecofin. According to Suzlon, the company remains a committed, long-term strategic investor in Hansen.

SOURCE: Suzlon Energy Ltd.


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