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Climate Transition Capital Acquisition I B.V.

Pre-Annual General Meeting Information May 12, 2022

3828_iss_2022-05-10_fe8ea825-a785-4ac3-b6c3-ab450121c3c4.pdf

Pre-Annual General Meeting Information

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INVITATION

TO ATTEND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Climate Transition Capital Acquisition I B.V. (the Company) invites its shareholders to its hybrid Annual General Meeting of Shareholders (the AGM) to be held at Intertrust Group, Basisweg 10, 1043 AP Amsterdam, The Netherlands, on 30 June 2022, at 15:00 CET. Registration for admission to the meeting starts at 14.00 CET. The language of the meeting shall be in English.

Agenda

    1. Opening
    1. Annual Report 2021
    2. (a) Report of the Board
    3. (b) Remuneration report for the financial year 2021 (advisory vote)
    1. Proposal to adopt the financial statements for the financial year 2021 (resolution)
    1. Discharge members of the Board
    2. (a) Proposal to discharge the executive members of the Board from liability (resolution)
    3. (b) Proposal to discharge the non-executive members of the Board from liability (resolution)
    1. Proposal to appoint the external auditor for the financial year 2022 (resolution)
    1. Any other business
    1. Closing

Meeting Documents

The agenda and explanatory notes thereto and the Annual Report 2021 (including the financial statements, the remuneration report and information as referred to in article 392 (1) of Book 2 of the Dutch Civil Code), are available on the Company's website (https://climatetransitioncapital.com/investor-resources/). The aforementioned documents are also available at the offices of the Company (Basisweg 10, 1043 AP Amsterdam) and at ABN AMRO Bank N.V. (e-mail: [email protected]).

Record Date

The persons who will be considered as entitled to attend the hybrid Annual General Meeting (the AGM), are those holders of shares who on 2 June 2022, after close of trading on Euronext Amsterdam (the Record Date), hold those rights and are registered as such in one of the following (sub)registers:

  • for holders of deposit shares: the administrations of the banks and brokers which are intermediaries according to the Dutch Securities Giro Transactions Act (Wet giraal effectenverkeer);
  • for holders of registered shares: the shareholders' register of the Company.

Registration to vote

Shareholders are entitled to vote up to the total number of shares that they held at the close of trading at the Record Date, provided they have registered their shares timely.

Upon registration via ABN AMRO (via www.abnamro.com/evoting) Shareholders will be requested to choose whether they attend the meeting in-person or virtually. Alternatively, Shareholders may also grant a proxy to vote as referred to below.

A holder of deposit shares (electronic securities) who wishes to attend the meeting in-person or virtually must register with ABN AMRO (via www.abnamro.com/evoting) as of the Record Date and no later than 23 June 2022, 17:00 CET. A confirmation by the intermediary in which administration the Shareholder is registered for the deposit shares (the Intermediary) must be submitted to ABN AMRO, stating that such shares were registered in his or her name at the Record Date. This confirmation should be provided by the Intermediary to ABN AMRO no later than 24 June 2022, 14:00 CET. With this confirmation, Intermediaries are furthermore requested to include the full address details of the relevant holder in order to be able to verify the shareholding on the Record Date in an efficient manner. If a holder wishes to attend the meeting virtually, his or her valid email address, securities account and mobile phone number are required for authentication purposes in order to provide virtual access. The receipt (of registration) to be supplied by ABN AMRO will serve as admission ticket to the meeting for those attending the meeting in-person.

A holder of registered shares who wishes to attend the meeting must register no later than 23 June 2022, 17:00 CET, in the manner as set out in the letter of notification.

Voting by proxy

Notwithstanding the obligation to register for the meeting, the right to attend and to vote at the meeting may be exercised by a holder of a written proxy. A form of a written proxy is available free of charge in the manner set out under "Meeting documents" above. The written proxy must be received by the Company no later than on 23 June 2022, 17:00 CET. A copy of the proxy will need to be presented at the registration for admission to the meeting.

The proxy to represent a Shareholder that includes a voting instruction may (but needs not) be granted electronically to J.J.C.A. Leemrijse, civil-law notary in Amsterdam, or her legal substitute, via www.abnamro.com/evoting no later than 23 June 2022 at 17:00 CET. The Intermediaries must submit to ABN AMRO, a confirmation including the number of shares notified for registration and held by that Shareholder at the Record Date. This confirmation should be provided by the Intermediary to ABN AMRO no later than 24 June 2022, 14:00 CET.

Shareholders who have chosen upon registration to attend the meeting virtually will not be able to issue a proxy to vote after 23 June 2022 (17.00 CET). If you intend to instruct your Intermediary for any of the above, please be aware that their deadlines could be a number of days before those mentioned above. Please check with the individual Intermediaries as to their cut-off dates.

Virtual voting

The Company wishes to assist its Shareholders to attend the meeting virtually by providing an adequate opportunity to follow the proceedings of the meeting and to vote electronically and real time during the meeting. Shareholders can attend and vote at the meeting on all resolutions via the internet, therefore online and remote with their own smartphone, tablet or personal computer, unless the relevant Intermediary does not accommodate online voting. Shareholders attending the meeting virtually will also be able to speak or otherwise comment during the meeting.

Upon registration to vote virtually, a Shareholder will receive an email with a link via www.abnamro.com/evoting to login to the Company's online voting platform. After successful login and confirmation of the login via two factor authentication (by SMS verification), the Shareholder is automatically logged into the meeting. Further instructions may be provided via www.abnamro.com/evoting and/or the Company's online voting platform.

You will be able to log in for virtual admission to the meeting on 30 June 2022 via www.abnamro.com/evoting from 14.00 CET) until the commencement of the meeting at 15.00 CET. You must log in and complete the admission procedure for the meeting before 15.00 CET. After this time registration is no longer possible; Shareholders who log in afterwards will only have access to the live stream to follow the meeting, but will not be able to vote.

The Company's Policy regarding the Hybrid General Meeting of Shareholders applies and can be found at www.climatetransitioncapital.com/investor-resources/ (with the meeting documents).

Virtual participation entails risks, as described in the Company's Policy regarding the Hybrid General Meeting of Shareholders. If you wish to avoid such risks you should choose to attend the meeting in person or by proxy.

Registration and identification at the meeting

Registration for admission to the meeting will take place from 14.00 CET until the commencement of the meeting at 15.00 CET. After this time registration is no longer possible. Persons entitled to attend the meeting may be asked for identification prior to being admitted by means of a valid identity document, such as a passport or driver's license.

Webcast

The meeting will be broadcasted live and in full online. The participants will receive a personal invite by email before the meeting, from: "[email protected]" with the title: "AGM Climate Transition Capital Acquisition I B.V.". This e-mail will contain instructions on how to attend the meeting online.

For further information, please see the Company's website (www.climatetransitioncapital.com/investorresources/) or contact us by at +31 20 262 02 30 or via e-mail [email protected].

Number of outstanding shares

On the date of the notice for this Annual General Meeting of Shareholders, the number of issued and outstanding shares in the capital of the Company is 4,740,250 sponsor shares, each representing one vote, and 214,661,000 ordinary shares, of which 195,700,000 ordinary shares are held in treasury by the Company, and therefore 18,961,000 ordinary shares entitle the holders thereof to exercise one vote per ordinary share.

The Board

Amsterdam, 26 April 2022

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