Savitr Capital Sends Letter and Mails Proxy Circular to Western Wind Shareholders

In the Proxy Circular, Savitr highlights a history of failed promises and serious mismanagement under the watch of the current Board, which Savitr details as beholden to CEO Jeff Ciachurski.

Savitr is urging shareholders to take immediate action and vote for five independent and highly-qualified director nominees – Mr. C. Winston Bennett, Mr. Andrew Midler, Mr. George Smitherman, Mr. William R. Tharp and Ms. Rita Theil. Once elected, the new Board of Directors will run a credible sale process to maximize value for all shareholders. As previously announced, the new Board plans to engage CIBC World Markets Inc. and Cormark Securities Inc. as financial advisors to assist in the sale process, subject to entering into a formal engagement agreement on standard industry terms.

Savitr’s Managing Member Andrew Midler said, “Western Wind has significant value that the current Board and management have failed to unlock. Indeed, their actions have destroyed value. Now is the time to install experienced, independent directors committed to maximizing shareholder value. We urge shareholders to take immediate action and protect their investment.”

Savitr encourages shareholders to carefully review its letter (included below) and Proxy Circular and vote only their GREEN proxy by no later than September 20, 2012 at 5:00 pm (Vancouver Time), in advance of the proxy voting deadline.

Voting Instructions: If you have any questions and/or need assistance in voting your shares, please call Kingsdale Shareholder Services at 1-866-229-8166 or 1-416-867-2272 (collect calls accepted).

The full text of the letter follows:

September 5, 2012

Dear Fellow Shareholders:

Savitr Capital, LLC has been a strong believer in the potential of Western Wind Energy Corp. Savitr represents funds that have been shareholders of Western Wind since 2008. Savitr is an asset manager that primarily invests in renewable and clean energy companies and is a signatory to the United Nations Principles for Responsible Investing (UNPRI) (www.unpri.org).

Unfortunately, the actions of management and the current Board of Directors have forced us to take action to protect our investment and that of all Western Wind shareholders. New directors, once elected, will have a clear mandate to run a process to sell the Company. To do this, we have nominated five new and highly-qualified directors (the “Savitr Nominees”) for election at the Company’s upcoming annual general meeting of shareholders to be held on September 25, 2012 (the “Meeting”) and we are seeking your support. Following the election of these nominees, the Company plans to engage CIBC World Markets Inc. and Cormark Securities Inc. as financial advisors to assist with a sale process for the Company and/or its assets, subject to entering into a formal engagement agreement on standard industry terms.

We have taken this action because of the threat of significant destruction of shareholder value by existing management. Moreover we lack confidence in the current Board and management to run a credible sale process that will result in the maximization of shareholder value. Do not be fooled by Western Wind’s efforts to convince you that they have a unique and magical advantage in running a sale process. They do not. What they do have is a history of failing to deliver on promises and destroying shareholder value.

Our highly-qualified and experienced nominees have a diversity of capital markets, management and industry experience. Do not let Western Wind’s current Board mislead shareholders once again as to its intention and ability to complete a value-creating transaction. Contrary to Western Wind’s claims, there will be no delay in this process upon the election of the Savitr Nominees.

WESTERN WIND’S MISCUES, MISSTEPS AND MISMANAGEMENT

While Western Wind has clearly made progress over the past 14 years in the development of its renewable energy projects, the Company’s share price has failed to reflect even half of its independently assessed fair value. Even with a proxy contest initiated and a clear mandate for the Savitr Nominees to pursue a full sale of Western Wind, the Company’s stock price continues to languish. Why? It is our belief that much of this poor performance is because the current management, led by Jeff Ciachurski, and the current Board of Directors’ lack credibility. They do not have the expertise nor the actual intent to act to maximize shareholder value through a sale process.

While Western Wind has recently scrambled to hire financial advisors and announce a hurried sale process, we do not have faith, nor should you, in the Company's expertise or intent to maximize value for all shareholders in the Company. Consider the following:

Pattern of Failed Promises and Erratic Sale Announcement

• A Reuters news story on May 21, 2008 reported that the current Board of Western Wind turned down an offer in 2008 of $228 million for the development rights to Windstar— a premium of more than 42% to the market capitalization of the entire Company as of today. Why should shareholders today expect the same management to act any more wisely than 4 years ago?
• When a bid for the Company was announced in October 2011 by Algonquin Power & Utilities Corp., why did the Board of Directors and management not engage in negotiations with the suitor? This same potential buyer stated in their quarterly earnings conference call of August 10, 2012, that they support Savitr’s legitimate sale process. How can shareholders expect current management to maximize value if legitimate buyers refuse to deal with them?
• Subsequent to the Algonquin bid in the autumn of 2011, the Company engaged RBC Capital Markets and PI Financial Corp. to advise the Board on strategic alternatives. There was no outcome to this engagement and nothing was ever heard of this after the initial announcement. Why should we trust the Company to behave differently now?
• After turning down Algonquin’s cash offer of $2.50 per share in late 2011 as grossly inadequate, the Company’s current management and Board elected to sell stock and warrants for less than the $2.50 bid during the next quarter. How can they justify this? How does this serve to maximize shareholder value?
• On May 15, 2012, Western Wind announced a significant speculative acquisition that would have substantially diluted shareholders and was structured to avoid a shareholder vote. Moreover, the Company refused to release any material information on this proposed acquisition. It was only following our announced dissident proxy slate and significant shareholder backlash that the Company dropped the speculative deal. How can shareholders entrust their investment to such reckless management?
• On July 29, 2012, in the face of Savitr’s effort to bring about change to the Company, Western Wind scrambled to announce that the Company was for sale. The Company’s sale announcement came without the customary disclosure of a financial advisor, the establishment of a special committee or any other real plan on how this sale would be accomplished. Is this the way a serious and committed sale process should take place?

Shareholders are now asked to trust the same Board and management team that has refused to consider legitimate purchase offers in the past, has refused to negotiate with corporate buyers, and has not followed through with the previously announced strategic review in 2011.

Why would shareholders trust the current Board and management to do the right thing after such a poor track record? A new Board of Western Wind comprised of the Savitr Nominees will focus on maximizing shareholder value through a credible sale process.

The Current Board is Not Independent, Lacks Experience and is Beholden to CEO Jeff Ciachurski

• Poor Corporate Governance: Corporate governance shortfalls have been pervasive under the Company’s current leadership resulting in the shareholders’ interests not being effectively served. For example, Jeff Ciachurski also serves as the CEO of Greenbriar Capital Corp. Greenbriar shares four directors with Western Wind, Messers: Jeff Ciachurski, Claus Andrup, John Wardlaw and Michael Boyd. This direct board overlap between four of the five Western Wind directors must call into question the independence of Western Wind’s board. Further to the point, Greenbriar is a real estate development company that invests in land surrounding Western Wind renewable energy developments. Why doesn’t Western Wind benefit from these opportunities?
• Pattern of Conflict of Interest: As a further example of lack of proper governance, Jeff Ciachurski the CEO, is a member of the compensation committee of Western Wind, the committee that sets his compensation. Given these clear conflicts of interest, how can shareholders trust these directors to fairly represent their interests in a sale process?
• Outrageous Amendment to Change of Control Provision: Western Wind’s recently filed Management Information Circular disclosed that the Board has increased Jeff Ciachurski’s bonus in the event of a Change in Control. Originally, the agreement allowed him to receive previously entitled bonuses. This has now been revised to give Jeff Ciachurski three times the average of his annual bonuses from the last three years. Not only has this amendment come at a time when a Change of Control is imminent but it also comes after a 2010 bonus that was significantly higher than previous years. Who is this Board really looking out for? Once again management has put its own interests in front of those of shareholders.
• Not Independent: The Chairman of the Board of Western Wind, Mr. Boyd also serves as the Executive Vice President of the Company for Business Development. How can the Chairman of the Board act to supervise the CEO and be considered independent when he also reports to him in his daily job? If Mr. Boyd is employed in business development for the Company can we expect him to be motivated to sell the Company? In addition, Mr. Wardlow, another Board member received $25,000 in consulting fees from Western Wind at the same time that he also chairs the audit committee. Mr. Wardlow is clearly conflicted and not independent.
• Inexperience: None of the three outside Directors of Western Wind have any visible renewable energy experience. Moreover, none of the current Board members have any notable experience in finance or in the execution of large transactions which would lead one to conclude that they are qualified or capable to manage this sale process successfully.
• Current Board’s Misaligned Incentives: The current Board’s total compensation is excessive and well beyond standard compensation for TSX-venture companies. Similarly, the CEO’s compensation is outlandish and tied to the development of projects. It is easy to see how millions of dollars are wasted every year on development activities. Thus the motivation of this group to sell the company must be questioned. How does this incentivize the Board to sell the Company?
• CEO’s Misaligned Incentives: The CEO’s economic incentives are not aligned with the interests of Western Wind shareholders. The value of shares owned by Jeff Ciachurski is less than the bonuses he has received for the completion of projects. Clearly, the CEO is incentivized to chase development deals and not maximize shareholder value. The CEO total compensation in 2010 was $3.1MM

Poor Financial Stewardship and Woeful Share Price

• Poor Financial Stewardship: Despite receiving over $87.3 million in cash from Investment Tax Credits over the past twelve months, the Company has continued to owe outstanding corporate bridge loans of over $20 million with interest rates that approach 25%. The Company pays $4 million annually in interest on these loans. These loans remain on the Company’s balance sheet even as Western Wind has paid out multi-million dollar bonuses to its Chief Executive Officer, Jeff Ciachurski, and spent millions of additional shareholder dollars chasing ill-advised and high risk development projects. The Company spent $10 million in 2010 and $7.1 million in 2011 on SG&A expenses. The Company’s corporate overhead expenses per megawatt are two times that of its Canadian peers. Given this poor financial stewardship can shareholders expect the current Board to make the best financial decisions on their behalf?
• Missed Opportunity: In March 2011, Western Wind announced that they had hired Rabobank to arrange tax equity financing for the Windstar wind project and the Yabuccoa Solar project. Nothing was ever heard of this again and no financing was ever put into place. This could have resulted in a $70 million payout if completed in a timely manner.
• Woeful Share Price Performance: Western Wind's share price has fallen from CAD $2.02 on January 2, 2012 to $1.19, at the close of trading on July 27, 2012, prior to the announcement of our proxy solicitation, a drop of 41% in just under seven months. Until our announcement of a plan to change the Board of Directors, Western Wind’s shares have woefully underperformed the TSX and the TSX small cap index in 2012.

Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50396980&lang=en

Management's poor track record at creating shareholder value, at putting their own interests in front of shareholders, and their wanton disregard for shareholder value is without question. Why should shareholders trust them to now do the right thing?

Support Our Effort to Bring Necessary and Urgent Change to Western Wind

Electing a New Board Will Bring Credible and Experienced Financial Advisors

The Savitr Nominees, following their election to the Board of Directors, plan to engage CIBC World Markets Inc. and Cormark Securities Inc. as financial advisors to the Company to assist in the sale of Western Wind, subject to entering into a formal engagement agreement on standard industry terms. CIBC and Cormark have significant mergers and acquisitions experience and expertise, particularly in the renewable power sector.

The Industry and Investing Environment Has Changed

Until our efforts to change the Board of Directors, the current management and Board of Directors of Western Wind have clung to the notion that opportunities continue to be abundant in wind and solar energy in the United States. Management and the current Board of Directors fail to grasp that the renewable industry conditions in North America and around the globe have become much more challenging over the past several years. If left in control how can shareholders trust the Company to go through with the sale process given their clearly misguided understanding of the industry and desire to continue the now fruitless effort to grow through project development?

Looking Ahead: Independent, Experienced and Focused Board Nominees

The current management team and Board of Western Wind have wasted too much time and shareholder value making bad decisions and not delivering on empty promises. Do not allow them any more chances to make costly mistakes. Our five highly qualified, experienced and independent director nominees are squarely focused on running a fair and thorough sales process that will benefit all shareholders of Western Wind equally. We encourage you to vote for the Savitr Nominees and look forward to your support.

The Savitr Nominees

The Savitr Nominees are Mr. C. Winston Bennett, Mr. Andrew Midler, Mr. George Smitherman, Mr. William R. Tharp and Ms. Rita Theil. Each of these nominees is highly qualified and has a wealth of sustainable energy, investing, capital markets and public company governance experience. It is the focus of these nominees to undertake an expeditious and credible sale process.

Full Biographies of the director nominees are included in the attached circular, but brief biographies are set out below.

C. Winston Bennett

Mr. Winston Bennett is presently Director, Corporate Finance at Javelin Partners Inc., a boutique merchant banking and transaction advisory firm. In addition, he is Vice President, a director and principal shareholder of Helios Energy Inc., a developer of utility-scale solar energy facilities in Canada.

Mr. Bennett currently serves as a Director and Chairman of the Audit Committee for Reservoir Capital Corp. (TSX-V:REO). A graduate of the Richard Ivey School of Business at the University of Western Ontario, Mr. Bennett is also a CFA charterholder and holds the ICD.D designation from the Institute of Corporate Directors.

As a corporate finance expert focused on the renewable energy industry Mr. Bennett is highly qualified to guide on the financial aspect of the sale process. Moreover, as an operator of renewable assets, Mr. Bennett is highly qualified to guide on operational issues until the assets of the Company are sold.

Andrew R. Midler

Mr. Andrew Midler founded Savitr Capital, LLC in 2008 to focus on the management of equity strategies in the clean and renewable energy sector. Previously, Mr. Midler founded Standard Pacific in 1995. The investment management firm launched with $75 million of assets and grew to $5 billion and a team of 70 people by 2005. Prior to founding Standard Pacific, he served as the director of equity portfolio management at CS First Boston. Previously, he managed a significant portion of a $2.5 billion global hedge fund at Odyssey Partners. From 1986 through 1993, Mr. Midler was a portfolio manager at Fidelity Investments. He holds an MBA from Harvard Business School and MA and BA degrees in Political Science from Stanford University.

As a long standing investor, an investor in the clean energy industry, and the managing member of an investment manager representing significant shareholdings in Western Wind, Mr. Midler is particularly qualified to guide the financial aspect of the sale process.

George Smitherman

Mr. George Smitherman most recently ran for Mayor of Toronto, after an 11-year career as a senior cabinet minister and Member of Provincial Parliament for the riding of Toronto Centre, in the province of Ontario, Canada. Mr. Smitherman also served as Ontario’s Deputy Premier and in 2008, Mr. Smitherman was appointed Minister of Energy and Infrastructure by Premier Dalton McGuinty, where he shepherded the passage of Ontario’s Green Energy and Green Economy Act, directly responsible for billions of dollars in new investment and thousands of green energy jobs in the province.

Mr. Smitherman was first elected to the Ontario Legislature in 1999 and has held several other high profile roles within the Ontario government. Post politics, Mr. Smitherman has returned to his entrepreneurial roots founding G&G Global Solutions and three related business. G&G Global Solutions is focused on global trade and investment in energy, water and infrastructure sectors with offices in Toronto, Canada and Dhaka, Bangladesh as well as representation in Riyadh, Saudi Arabia and Seoul, Korea.

As an experienced public official with a focus in the energy and renewable industries, Mr. Smitherman is particularly qualified to guide the public policy, regulatory and political aspects of the sale process.

William (Bill) R. Tharp

Mr. Tharp is currently CEO and a Director of The Climate Change Infrastructure Corporation (“Climate Change Infrastructure”), a private holding company and leading financial solution provider focused on the low-carbon, water constrained, alternative energy and efficiency marketplace. Founded in 1993, Climate Change Infrastructure has successfully launched and managed nine cleantech / renewable power funds (VC & Project Equity), advised leading global institutions on active transactions and built and sold companies in this industry.

Mr. Tharp has over 10 years of experience in merchant banking in both Canada and the United Kingdom, and almost 20 years as an entrepreneur working exclusively within the climate change infrastructure marketplace. Funds and private holdings that Mr. Tharp has directly overseen have invested in over 30 cleantech investments and entrepreneurs (renewable power (wind, solar and micro-hydro), smart grid, water and bio energy projects) several of which have built out substantial and well finance renewable assets and generated some of the top returns in their sectors. Mr. Tharp has sat on numerous of these investments’ board of directors, including acting as Chair of various Audit Committees. Mr. Tharp was one of the earliest investment committee members for Sustainable Development Technology Canada, a $1.4bn fund with over 230 investments across Canada, and one of the founding directors of Investeco Capital Corporation (now resigned from both). Mr. Tharp currently sits on several private company boards and has a B.A. (Economics) from the University of British Columbia.

As an experienced renewable energy entrepreneur and financial sponsor, Mr. Tharp is uniquely qualified to guide on both the financial and operational aspects of the sale process

Rita Theil

Ms. Theil is a founder and owner of JacKryn Holdings Inc., and has been its Chief Executive Officer since 2004. She is also currently Vice President, Corporate Development at EnerCare Inc., the largest non-utility, independently-owned sub-metering company in Canada. She has advised governments, businesses, and investors on privatizations in electricity, water, and gas and has over 17 years of experience advising global utilities companies. She served as a Director of European Utilities at Schroder Salomon Smith Barney from 1999 to 2003 and was responsible for the coverage of U.K. electric and water utilities. She has served as an Independent Director of GWR Global Water Resources Corp. since December, 2010, served as an Independent Director of Sierra Geothermal Power Corp. from April 10, 2007 to 2010 and Chair of the Special Committee; and was a Non-Executive Director of Scottish Water PLC from 2000 to 2009. She served as an Assistant Director of Dresdner Kleinwort Benson (now DrKW) both in London, England and New York from 1994 to 1999 where she was part of the electricity privatization team. In 2006, she was winner of Chamber of Commerce's New Business Venture of the Year award. In 2001, Commodities Now Magazine named Ms. Theil one of the top 50 key women in energy for vision. She is a Chartered Director (C. Dir.) designated by The Directors College. She holds a Masters of Business Administration obtained in 1990, a Bachelor of Law obtained in 1990 and a Bachelor of Social Sciences from the University of Ottawa obtained in 1986.

As a former officer with a major investment bank focused on the utility industry, Mr. Theil is uniquely qualified to guide on the financial aspect of the sale process. Moreover, as an experienced Director of public companies, Ms. Theil is especially qualified to lead the New Board’s corporate governance process.

About Savitr Capital, LLC

Savitr Capital is an Investment Manager that focuses on investing in renewable and clean energy companies. The firm has a socially responsible approach to investments with a goal of delivering superior risk adjusted return. These financial goals are coupled with a commitment to sustainability and a responsible stewardship by investing in companies poised for leadership in clean and renewable energy. Savitr is a signatory to the United Nations Principles for Responsible Investing (UNPRI) (www.unpri.org).