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NEW ENERGY ONE ACQUISITION CORPORATION PLC

Post-Annual General Meeting Information Jun 15, 2023

5099_dva_2023-06-15_6774505d-e5f5-4d8d-a961-6eaafe296411.pdf

Post-Annual General Meeting Information

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New Energy One Acquisition Corporation plc

(Incorporated and registered in England and Wales with No: 13727820)

Resolutions Passed at General Meeting

The following resolutions of New Energy One Acquisition Corporation plc (the "Company") were passed at a General Meeting of the Company held on 14 June 2023. Resolutions 1 to 2 were passed as special resolutions.

Resolution 1 (Special)

TO disapply with immediate effect the operation of Article 25 of the Articles of Association in connection with the Amendment and the Business Combination Extension until the payment in full of the Redemption Amount for each Ordinary Share validly tendered for redemption by Redeeming Shareholders in connection with the Amendment and the Business Combination Extension.

Resolution 2 (Special)

TO:

  • (A) with effect from the closing of the General Meeting, amend the Articles of Association by:
  • i. amending Article 1(1) by deleting the definition of "Business Combination Deadline" and replacing such definition with the following:

""Business Combination Deadline" means 15 March 2024;";

ii. amending Article 22 by inserting at the end of the final sentence the following:

"(or as soon as practicable thereafter)"; and

iii. amending Article 27 by deleting the existing wording in full and inserting the following:

"In the event that (i) the Company does not consummate a Business Combination before the Business Combination Deadline or (ii) before the expiry of the Business Combination Deadline, the Directors decide it is in the best interests of the Company to not pursue a Business Combination, the Company shall:

  • (1) cease all operations except for the purpose of winding up;
  • (2) as promptly as possible but not more than ten (10) Trading Days thereafter:
  • (a) first, redeem the Ordinary Shares held by Public Shareholders at a price per Ordinary Share equal to the Redemption Amount payable

in cash, save that where the Company has insufficient distributable reserves and/or cash proceeds in the Escrow Account to redeem the Ordinary Shares held by Public Shareholders at a price per Ordinary Share equal to the Redemption Amount, redeem only such number of Ordinary Shares held by Public Shareholders as can be redeemed at a price per Ordinary Share equal to the Redemption Amount and such Ordinary Shares shall be redeemed among the Public Shareholders pro rata to the number of Ordinary Shares held by them; and

(b) second, condition on the payment in full of the Redemption Amount in respect of each Ordinary Share held by Public Shareholders, redeem the Ordinary Shares held by Excluded Persons at a price per Ordinary Share equal to the subscription price payable in cash, save that: (i) no amount shall be paid to an Excluded Person in respect of such number of Ordinary Shares that is equal to the number of Overfunding Shares to the extent the proceeds from the subscription of such Ordinary Shares have been actually applied towards the payment of the Redemption Amount to Redeeming Shareholders (and accordingly none of such Ordinary Shares shall be redeemed); and (ii) where the Company has insufficient distributable reserves and/or cash proceeds in the Escrow Account to redeem the aggregate number of Ordinary Shares held by Excluded Persons at a price per Ordinary Share equal to the subscription price, only such number of Ordinary Shares shall be redeemed as can be redeemed at a price per Ordinary Share equal to the subscription price and such Ordinary Shares shall be redeemed among Excluded Persons pro rata to the number of Ordinary Shares held by them,

(a "Pre-Winding Up Redemption"), which redemption will extinguish such Ordinary Shareholders' rights in respect of such Ordinary Shares so redeemed (including the right to receive any Liquidation Distribution); and

(3) as promptly as reasonably possible following such Pre-Winding Up Redemption, subject to the approval of the Company's remaining members through a Special Resolution and the Directors, enter into a members' voluntary liquidation and following the conclusion of the liquidation, be dissolved,

subject, in each case, to its (and the Directors') obligations under English law to have regard to the interests of creditors and the requirements of Applicable Law."; and

B) with effect from the payment in full of the Redemption Amount for each Ordinary Share validly tendered for redemption by Redeeming Shareholders in connection with the Amendment and the Business Combination Extension, reinstate the operation of Article 25 of the Articles of Association.

________________________ ONE Advisory Limited On behalf of New Energy One Acquisition Corporation plc 14 June 2023

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