NHOA announces the results of its c.€250 million Rights Issue

Paris, September 15, 2023 – NHOA (NHOA.PA, formerly Engie EPS, "NHOA" or the "Company") announces today the results of its capital increase with shareholders' preferential subscription rights (the "Rights") with the subscription period running from September 1, 2023 to September 12, 2023 (the "Rights Issue").

The Rights Issue was conducted by Deutsche Bank acting as Sole Global Coordinator and Joint Bookrunner together with Société Générale acting as Co-Global Coordinator and Joint Bookrunner.

NHOA intends to use the net proceeds of the Rights Issue to further boost its business model of technology provider, owner and operator of strategic assets enabling the global transition towards clean energy and sustainable mobility, as well as financing the Company's going concern. More specifically, the proceeds of the Rights Issue will be used as follows:

o Up to c. €170 million for the development, ownership and operation of EV charging stations and energy storage systems in order to enable Atlante to maintain its current fast track pace of development and to reach its target of 22,000 points of charge by 2030 without additional capital funding (provided that the targets of EBITDA positive from 2025 onwards, enabling bank debt to be raised, and of 30% public financing, to be achieved):
- § up to c. €120 million to fund the roll-out of the investments, including the network of EV charging stations of Atlante across Italy, France, Spain and Portugal, in addition to the €23 million already secured in 2022 from the European Commission in the context of the second cut-off of the CEF 2 Transport – Alternative Fuel Infrastructure Facility (AFIF) and to the c.€70 million to be received from the European Commission under the fourth cutoff of the CEF 2 Transport – Alternative Fuel Infrastructure Facility and from Groupe Caisse des Dépôts as announced on September 11, 2023;
- § up to c. €50 million to finance the development and structure costs of Atlante, in particular the commercial development and the development of corporate functions.
o Up to c. €73 million for the development of energy storage systems, as well as enabling the potential equity participation in strategic energy storage projects:
- § up to c. €25 million to fund the working capital needs of the Energy Storage GBL, arising from the backlog of orders and the pipeline of energy storage projects across four continents,
- § up to c. €48 million to finance (i) research & development activities and investment in industrial facilities, in the context of geopolitical trends affecting world trade, and (ii) equity stakes in specific strategic projects (alongside customers and partners), selectively chosen because they implement highly innovative technological solutions developed by NHOA.

In this allocation:

o the net proceeds are allocated between the EV Fastcharging Infrastructure GBL (item 1) and the Energy Storage GBL (item 2), but it should be noted that investments in certain energy storage projects also serve towards the development of the Atlante network, when they can be connected to EV fastcharging stations for instance;
o the amounts indicated are maximums and there is, therefore, a margin for reallocation between items.

Results of the Rights Issue

The final gross proceeds of the transaction amount to €249,663,040 corresponding to the issuance of 249,663,040 new shares at a price of €1.00 per share (0.20 euro of nominal value and 0.80 euro of issue premium).

Total demand, which amounted to approximately €187 million corresponded to a subscription rate of c. 75%, including the irreducible order from NHOA's main shareholder, Taiwan Cement Europe Holdings B.V. ("TCEH"), the fully-owned subsidiary of Taiwan Cement Corporation ("TCC").

Total demand was split as described below:

187,067,760 new shares were subscribed on an irreducible basis (à titre irréductible), representing c. 74.9% of the number of new shares to be issued;
Orders subject to reduction (à titre réductible) amounted to 327,168 new shares representing c. 0.1% of the number of new shares to be issued.

Impact of the Rights Issue on the allocation of the share capital

TCC, through its subsidiary TCEH, which owned 65.15% of the Company's share capital at the date of Prospectus (as defined below), subscribed for a total number of 162,654,272 new shares on an irreducible basis corresponding to the exercise of its preferential subscription rights. It has also subscribed to 62,268,112 additional new shares, through the mechanism of article L.225-134, I 2° of the French Commercial Code to ensure that the Rights Issue is fully subscribed.

Following the settlement-delivery of the Rights Issue, the share capital of the Company will amount to €55,039,352 divided in 275,196,760 shares of €0.20 nominal value each.

	NUMBER OF SHARES	% OF CAPITAL AND VOTING RIGHTS
TCC	241,557,486	87.78%
Public and Institutional Investors	33,639,274	12.22%
Total	275,196,760	100.00 %

Shareholding (capital and voting rights) following the Rights Issue:

Dilution

For illustrative purposes only, a shareholder holding 1.00% of the Company's share capital before the Rights Issue and who did not participate to the Rights Issue, will hold 0.09% of the share capital following its completion.

Indicative timetable for the Rights Issue

The settlement-delivery and the listing of the new shares on the regulated market of Euronext in Paris are expected to occur on September 19, 2023. The new shares will carry full rights (jouissance courante) and will entitle their holders, from the date of their issuance, to any dividends declared by NHOA from this date. They will be immediately fungible with NHOA's existing shares and will be traded under the same trading line and ISIN code as NHOA's existing shares (ISIN code FR0012650166).

Lock-up commitments of the Company and of TCC

NHOA has committed to a lock-up period ending 180 calendar days after the date of settlement-delivery of the Rights Issue (subject to certain exceptions).

TCC (through its subsidiary TCEH), NHOA majority shareholder, has agreed to a lock-up period ending 180 calendar days after the date of settlement-delivery of the Rights Issue (subject to certain exceptions).

Availability of the Prospectus

The prospectus consisting of (i) the 2022 Universal Registration Document (Document d'Enregistrement Universel) filed with the AMF on 27 April 2023 under number D.23-0366, (ii) the amendment to the 2022 Universal Registration Document filed with the AMF on 28 August 2023 under number D.23-0366-A01 and (iii) a securities note (note d'opération) (including the summary of the prospectus) which was filed with the AMF and received approval n° 23-370 dated 28 August 2023, (the "Prospectus") is available on the website of the AMF (www.amf-france.org) and the Company (www.nhoa.energy).

The Prospectus is available free of charge at the Company's registered office (28, rue de Londres, 75009 Paris).

Risk Factors

Investors' attention is drawn to the risk factors included in chapter 3 of the 2022 Universal Registration Document, chapter 5 of the Amendment to the 2022 Universal Registration Document and section 2 of the Securities Note.

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NHOA

NHOA S.A. (formerly Engie EPS), global player in energy storage, e-mobility and EV fast and ultra-fast charging infrastructure, develops technologies enabling the transition towards clean energy and sustainable mobility, shaping the future of a next generation living in harmony with our planet.

Listed on Euronext Paris regulated market (NHOA.PA), NHOA forms part of the CAC® Mid & Small and CAC® All-Tradable financial indices.

NHOA, with offices in France, Spain, United States, Taiwan and Australia, maintains entirely in Italy research, development and production of its technologies.

For further information, go to www.nhoa.energy

CONTACTS

Press Office France: Charlotte Le Barbier, +33 6 78 37 27 60, Roxane Planas, +33 6 37 05 84 42, Enguerand Renault, +33 06 87 56 91 63, Image7, [email protected]

International Press Office: Claudia Caracausi et Davide Bruzzese, Image Building, +39 02 89011300, [email protected]

Financial Communication and Institutional Relations: Chiara Cerri, +39 337 1484534, [email protected]

Disclaimer

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislation. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the Autorité des marchés financiers should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

With respect to the member states of the European Economic Area (other than France) and the United Kingdom (each a "Relevant State"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant

State. As a result, the securities may and have been offered in any Relevant State only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by NHOA of a prospectus pursuant to Article 3 of the Prospectus Regulation, of the UK Prospectus Regulation and/or to applicable regulations of that Relevant State.

The distribution of this press release has not been made, and has not been approved, by an "authorized person" within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely, on this document or any of its contents.

This press release does not constitute or form part of any offer of Securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. NHOA does not intend to register all or any portion of the Securities in the United States under the Securities Act or to conduct a public offering of the Securities in the United States.

This press release may not be published, forwarded, broadcasted or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

AI Terminal

NHOA S.A.

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