Energy Transition Partners B.V.

AGM Information • Jun 5, 2023

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION OR FORWARDING, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Press Release

Energy Transition Partners B.V. convenes EGM and announces Repurchase Offer, publishes Repurchase Document

AMSTERDAM, 5 June 2023 – Today, Energy Transition Partners B.V. ("Energy Transition Partners" or the "Company") announces the publication of a notice of an extraordinary general meeting of the Company (the "Notice") to be held on 18 July 2023 at 18:00 CEST (the "EGM").

In addition, the Company announces the publication of a repurchase document (the "Repurchase Document") offering to repurchase ordinary shares in the capital of the Company (the "Ordinary Shares" and holders thereof, "Shareholders") held by certain Eligible Shareholders (as defined below) at a price of €10.0529 per Ordinary Share (the "Repurchase Offer"). The Notice and the Repurchase Document can be found on the Company's website at https://www.entpa.nl

EGM

On 16 May 2023, the Company convened its annual general meeting of the Company to be held on 29 June 2023 at 9:00 CEST (the "AGM"). At the AGM, the Company proposes that Shareholders approve an extension of the deadline by which a business combination must be achieved (the "Business Combination Deadline") by an additional six months (the "AGM Extension"). The Company remains confident that it will be able to complete a Business Combination with a suitable target, provided that the Business Combination Deadline is extended. In the event that the AGM Extension is not adopted by the Shareholders, the Company wishes to again seek approval from the Shareholders to extend the Business Combination Deadline. Consequently, the Company hereby proposes to the Shareholders at the EGM to approve an extension of the Business Combination Deadline by an additional six months (the "EGM Extension"). If this EGM Extension is approved, the Business Combination Deadline will be 21 January 2024. The Notice contains further details of the EGM, including the explanatory notes to the agenda items.

Repurchase Offer

In the Repurchase Offer, the Company offers to acquire Ordinary Shares at a price of €10.0529 per Ordinary Share, consisting of €10.00 per Ordinary Share plus the pro rata share of the positive interest accrued on the escrow account opened by Stichting Energy Transition Partners Escrow up to and including 31 May 2023 of €0.0529 per Ordinary Share. Ordinary Shares repurchased pursuant to the Repurchase Offer will be held in treasury by the Company.

The Company shall only accept for repurchase Ordinary Shares validly tendered by Shareholders who (i) have on or before 9:00 CEST on 15 June 2023 delivered a validly executed voting undertaking to the Company at info@entpa.nl (with a copy to AVA@nl.abnamro.com) with respect to the AGM Extension in the form attached to the Repurchase Document as Annex I; or (ii) have otherwise evidenced that they have voted, or will vote, in favour of the Extension at the AGM, in each case to the satisfaction of the Company (an "Eligible Shareholder").

The Repurchase Document contains details of the Repurchase Offer, including with respect to how Eligible Shareholders can tender their Ordinary Shares for repurchase, if they wish to do so.

Repurchase of Founder Warrants

Energy Transition Sponsor LLP (the "Sponsor") has informed the Company that it intends to sell to the Company a number of Founder Warrants (as defined in the Prospectus) to settle the remaining cash portion of the Negative Interest Cover (as defined in the Prospectus). As set out in the prospectus of the Company, pursuant to its admission and private placement, dated 15 July 2021 (the "Prospectus"), to the extent that the Negative Interest Cover is not used in full, the Sponsor has the right to settle the remaining cash portion of the Negative Interest Cover, or any part thereof, by selling to the Company a corresponding number of Founder Warrants at a price of €1.50 per Founder Warrant. The Sponsor has agreed to loan the cash portion of the Negative Interest Cover to the Company as a source of funds to cover operational and running costs during the period of the extension. In addition, the Sponsor has agreed to loan to the Company additional funds, if required, as a source of funds to cover such costs during the period of the extension.

Timetable of the Repurchase Offer

Event	Date
Commencement of the Repurchase Offer	Monday 5 June 2023 2023 (9:00 CEST)
period
Deadline for delivery voting undertaking	Thursday 15 June 2023 (9:00 CEST)
Closing Date for the Repurchase Offer period	Thursday 15 June 2023 (12:00 (noon) CEST)
Announcement of results of the Repurchase	Thursday 15 June 2023 (after market close)
Offer
Settlement of Repurchase Offer consideration	Monday 19 June 2023

The Company reserves the right to accelerate or extend the period of the Repurchase Offer and may adjust the dates and times given in the timetable. Any such acceleration, extension or adjustment will be announced through a press release.

IMPORTANT INFORMATION

This press release contains information that qualifies or may have qualified as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Contact: Stefan Simons Director CFF Communications T +31 (0)20 575 4073 | M +31 (0)6 203 007 96 E stefan.simons@cffcommunications.nl