Energy Transition Partners B.V.

Regulatory Filings • Jul 15, 2021

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, AND SHOULD NOT BE DISTRIBUTED IN OR SENT INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION. THESE MATERIALS DO NOT CONTAIN OR CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR AN INVITATION OR OFFER TO THE PUBLIC OR FORM AN APPLICATION TO SUBSCRIBE FOR SECURITIES.

ADVERTISEMENT. This announcement is an advertisement relating to the intention of the Company (as defined below) to offer (the "Offering") units (the "Units") (each Unit comprises one ordinary share in the share capital of the Company with a nominal value of €0.01 per share (each, an "Ordinary Share" and collectively, the "Ordinary Shares") and one-half (1/3) of a redeemable warrant (each, a "Warrant", and collectively, the "Warrants")) and the admission of all of the Ordinary Shares and the Warrants (the "Admission") to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Energy Transition Partners B.V. (the "Company", and such securities, the "Securities") in the United States, Canada, Australia, South Africa and Japan or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to such registration, exemption from registration or qualification under the securities of laws of such jurisdiction.

Further details about the Offering and the Admission will be included in the listing prospectus ("Prospectus") in connection with the Admission. A request has been made with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) ("AFM") for approval of the Prospectus. The Prospectus will be published and made available at no cost at the start of the offer period through the corporate website of the Company (www.entpa.nl), subject to securities law restrictions in certain jurisdictions. An offer to acquire Units pursuant to the Offering will be made, and any potential investor must make their investment solely on the basis of information that will be contained in the Prospectus. Potential investors must read the entire Prospectus carefully before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Units. The approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of the Securities and the Company.

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Press Release

Energy Transition Partners B.V. (the "Company") announces the key terms for an up to €175,000,000 offering and intended admission to listing and trading on Euronext Amsterdam

• The Company is a special purpose acquisition company ("SPAC") that was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Business Combination") operating in the energy transition sector that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector.
• Sponsored by Energy Transition Sponsor LLP (the "Sponsor") and co-founded by a broadly skilled and experienced team comprising Tony Hayward, Alex Beard and Tom Daniel (together, the "Founders"), the Company benefits from the combination of strong global energy industry expertise, extensive global network to source transactions, decades of combined investment experience and public market leadership experience.
• The Company is designed with a capital structure that it believes will give the Founders strong financial incentives to seek a Business Combination that provides opportunities for growth and enhanced value.
• Any proposed Business Combination must be approved by at least a simple majority of the votes cast at the extraordinary general meeting convened in respect of the proposed Business Combination (the "Business Combination EGM").
• Trading on an "as-if-and-when-issued/delivered" basis on Euronext Amsterdam in the Ordinary Shares and the Warrants is expected to commence at 09:00 Central European Summer Time on or around 19 July.

Amsterdam, 15 July 2021 – Energy Transition Partners B.V. (the "Company" or "ETP") today announced the start of the offering of up to 17,500,000 units (the "Units") to certain qualified investors in certain jurisdictions in which such offering is permitted (the "Offering") at a price per Unit of €10.00), representing a total Offering volume of up to €175,000,000. There will be no public offering in any jurisdiction. Each Unit comprises one ordinary share in the capital of the Company (the "Ordinary Shares") and one-third (1/3) of a redeemable warrant of the Company ("Warrant"). Alex Beard, who is a co-founder of the Sponsor, will subscribe for 1,000,000 Units in the Offering for an aggregate subscription price of €10,000,000. The Company has applied for admission of all of the Ordinary Shares and, separately, the Warrants to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam"), under the symbols "ENTPA" and "ENTPW", respectively.

The Offering period is expected to end on 16 July 2021. Trading on an "as-if-and-when-issued/delivered" basis on Euronext Amsterdam in the Ordinary Shares and the Warrants is expected to commence at 09:00 Central European Summer Time on or around 19 July (the "First Trading Date"). Although the Ordinary Shares and the Warrants are offered in the form of Units in the context of the Offering, the

underlying Ordinary Shares and Warrants will trade separately from the First Trading Date on two listing lines on Euronext Amsterdam. The Units themselves will not be listed or admitted to trading on Euronext Amsterdam or any other trading platform. All timing details given are subject to acceleration or extension of the timetable.

The Company is a special purpose acquisition company ("SPAC") that was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Business Combination") operating in the energy transition sector that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector. Energy Transition Sponsor LLP is the sponsor of the Company (the "Sponsor"). The Sponsor was co-founded by the Company's two executive Directors, Tony Hayward and Tom Daniel, and Alex Beard (together, the "Founders").

Tony Hayward, Chairman, CEO and Co-Founder of ETP: "Climate change represents a profound challenge and opportunity for the global energy industry. The team at ETP see significant opportunities as the way energy is generated, distributed, stored, managed and consumed undergo dramatic change."

Alex Beard, Co-Founder of ETP: "We are looking to help a promising company fulfil its growth potential, drive change in the sector and unlock significant value, whilst maintaining a high degree of deal discipline."

Strong founding and management team with proven domain expertise, significant experience in public market leadership, extensive deal sourcing capabilities, and decades of experience in executing investments and transactions

Tony Hayward is a co-founder and Managing Partner of the Sponsor and will serve as executive Director, Chairman and CEO of the Company. Dr. Hayward has 39 years of experience in the energy sector. He is the outgoing Chairman of Glencore plc, a position he has held since 2013 and which he will step down from at the end of July 2021, and was formerly the CEO of BP (2007-2010). Dr. Hayward is chairman and a minority shareholder in Compact Gas to Liquids, a company with technology for transforming waste gas to biofuels and also co-founded the energy software management firm Grid Edge. Further to this, he is a co-investor in Well-Safe Solutions, which seeks to safely cap and decommission oil wells, and a Managing Partner of St James's Asset Management ("SJAM"), a Londonbased investment management partnership, which over the last five years has executed a program of private equity/venture capital investments in the energy sector including, advising the Carlyle Group on investments in the energy sector. In 2011, he co-founded Vallares PLC, a \$2.1 billion special purpose acquisition company listed on the London Stock Exchange, which was focused on the oil and gas sector and which led the subsequent acquisition of Genel Energy, the largest exploration and production company in Iraq. He subsequently served as CEO (2011-2015) and Chairman (2015-2017) at Genel Energy.

Alex Beard is a co-founder and Managing Partner of the Sponsor. Mr. Beard has 29 years of experience in operational management in energy markets across multiple sectors and geographies. Mr. Beard is co-founder and Chairman of Adaptogen Capital, a battery energy storage company, which is building out a portfolio of utility scale batteries, which will provide stability services to National Grid, supporting the transition to net zero carbon in the UK power sector. Mr. Beard worked at Glencore plc for 24 years and was Divisional CEO and member of the Executive Committee at Glencore plc for 12 years, including at the time of the company's flotation. He has extensive management experience in running complex trading and logistics businesses, as well as an in-depth understanding of global energy markets.

Tom Daniel is a co-founder and Managing Partner of the Sponsor and will serve as executive Director and CFO of the Company. Mr. Daniel has over 25 years investment experience and has worked with Dr. Hayward on investments in the energy sector over the last decade, in the conventional energy sector and the energy transition sector, including as co-founder of Grid Edge and co-investor in Well-Safe Solutions. Mr Daniel is a Managing Partner of SJAM. From 2016-2020, he worked with Dr. Hayward executing a program of private equity/venture capital investments in the energy sector. This included SJAM advising the Carlyle Group on private equity investments in the energy sector, as well as the SJAM partners investing in selected early-stage Energy Transition companies. From 2009 to 2014, Mr Daniel was portfolio manager of the St. James's Master Fund ("SJMF"), a long/short equity hedge fund focused on energy and natural resources. SJMF returned a 14% net IRR and net 1.7x multiple on cost, over the four years from launch in Aug 2009 to Aug 2013 (final redemption date/ audit). In 2011, together with Dr. Hayward, Mr. Daniel co-founded Vallares PLC, a \$2.1 billion special purpose acquisition company that was listed on the London Stock Exchange, which was focused on the oil and gas sector, and which led the subsequent acquisition of Genel Energy, the largest exploration and production company in Iraq. Mr. Daniel has founded and led investment companies spanning multiple investment strategies, including private equity, special purpose acquisition companies, venture capital and public market investments.

The Founders are supported by an experienced board of directors with complementary domain expertise across key sectors

Leonhard Heinrich Fischer, non-executive Director and Board Chair of the Company. Mr Fischer started his career in 1987 on a trainee program at J.P. Morgan, rising through various departments to become a managing director in 1994. In 1995 he joined Dresdner Bank AG as head of the Global Treasury and Trading department, and in 1999 he was appointed to the executive board which oversaw the day-to-day operational management of the whole group. In addition, in 2000 he became the CEO of Dresdner Kleinwort Benson, the London-based investment banking division of Dresdner Bank AG, with general executive authority over its affairs. In 2001, Dresdner Bank was sold to Allianz in a transaction in which Mr Fischer was actively involved. Upon closing of the transaction, he became a member of the executive board of Allianz Holding. In 2003 he became CEO of Winterthur Insurance Group, Switzerland, with roughly 25,000 employees. He oversaw the restructuring of Winterthur Group and its subsequent sale to AXA Group in 2006. Concurrent to this, from 2004, he sat on the group executive board of Credit Suisse Group in Zurich. From 2007 he was Co-CEO/ CEO of BHF Kleinwort Benson

Group SA (formerly RHJ International SA), a listed public company, and sat on its board of directors. He also held roles as CEO and member of the board at Kleinwort Benson Group Limited in London (2010 – 2016) and chairman of the supervisory board of BHF Bank AG, Frankfurt (2014-2016). In addition to his executive career, Mr Fischer has held numerous board positions including K&S Aktiengesellschaft, Deutsche Boerse AG, Axel Springer, AXA Konzern AG, Julius Bear Gruppe AG and Glencore International. He holds an MA in Finance from the University of Georgia.

Carl-Peter Forster serves as an independent, non-executive Director of the Company. Mr. Forster has more than 40 years of experience in the automotive sector and more broadly industrial sector. After graduating in aeronautical engineering and economics, and following 4 years with McKinsey, he held senior positions at BMW's engineering department and was managing director of BMW South Africa from 1996 to 1999. He was later appointed in 1999 to BMW's management board as member responsible for manufacturing. Mr. Forster then joined General Motors as COO for their European operations in 2001, became their European CEO and president in 2006 and led the business through the 2008/2009 crisis. In 2010 and 2011 he served as CEO of Tata Motors in India which included full responsibility for the JaguarLandRover branch. Since 2011 he has served on a number of listed and private boards. His listed board experience includes Rolls-Royce Plc, Rexam Plc, IMI Plc and Babcock Plc - on the latter two he currently serves as senior independent director - and Chemring Plc, a UK defence technology company the board of which he currently chairs. He previously held positions on the boards of Volvo Cars Group, Gothenburg and Geely Automotive Holdings, Hong Kong as well as on the board of CEVT, the Geely owned engineering services company in Gothenburg. He initiated the new electric London Taxi project from scratch and executed it under the Volvo/Geely ownership and with their technical and financial support. Further to this, he has served and in most cases still serves on private technology company boards which include ZMDi AG, an analog/digital semiconductor company, LeddarTech Inc., Ontario, an autonomous drive software and LIDAR company, Envisics Ltd. a UK holographic chip company, ClearMotion Ltd, Bosten, an active suspension company and Kinexon GmbH, Munich a location based IoT-company. He also serves as chairman of the strategy committee of the board of The Mobility House, a Zurich/Munich based V2G (vehicle-to-grid) company.

Steve Holliday serves as an independent, non-executive Director of the Company. Mr. Holliday is the former CEO of National Grid plc. He is currently chairman of Cityfibre, chairman of Zenobe, and president of the Energy Institute. Mr. Holliday volunteers his time as vice chairman of the Careers and Enterprise Company, vice chairman of Business in the Community and chairman of Black Stork. In September 2020, he finished serving the maximum term of 9 years as chairman of the board of trustees at Crisis, the homeless charity. Mr. Holliday joined National Grid Group as the board director responsible for the UK and Europe in March 2001, becoming CEO of the company in January 2007, which he led for almost 10 years, until 2016. Prior to joining National Grid, he was on the board of British Borneo Oil and Gas and was responsible for the successful development of its international businesses in Brazil, Australia and West Africa. Mr. Holliday spent much of his early career with Exxon, where he held senior roles in refining, shipping and international gas. Mr. Holliday is a fellow of both the Royal Academy of Engineering and the Energy Institute. From 2012 to 2014 he was also appointed as a national ambassador for HRH The Prince of Wales and served as lead non-executive director with DEFRA from 2016 until the end of 2017. Mr. Holliday served on the board of Marks & Spencer as independent nonexecutive director from 2004 – 2014, and as deputy chair at Convatec from 2016-19. Mr. Holliday holds a Bachelor of Science degree from Nottingham University and honorary doctorates from Nottingham and Strathclyde universities.

Compelling Energy Transition Sector Dynamics Provide an Attractive Environment for Investment

The Company will primarily use the proceeds of the Offering to pay the consideration due in connection with a Business Combination and associated transaction costs. The Company intends to focus on effecting a Business Combination with a business or company (the "Target") operating in the energy transition sector that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector. The Company intends to focus on Targets which are seeking to be market leaders in, and/or benefit from, the increasing global market, policy and technology initiatives to decarbonise the world's energy mix, improve the efficiency and stability of energy ecosystems, and reduce emissions and environmental impact (the "Energy Transition").

The Company will benefit from compelling sector dynamics, which the Company believes offer futurefacing and resilient assets and businesses with strong secular growth drivers as well as a deep pool of potential Targets. The Company believes it will be an attractive partner for companies in the Energy Transition sector which are seeking capital, experience and leadership, as well as strong vision and alignment to participate in the Energy Transition. The Company currently intends to focus on Targets with an enterprise value of between €1,000,000,000 and €4,000,000,000, although it may pursue Targets with smaller or larger enterprise values. It is expected that the Company will pursue a Business Combination in which it issues a substantial number of new shares in exchange for all or substantially all of the issued and outstanding shares in a Target, and/or issues or delivers a substantial number of Ordinary Shares to third parties to finance the Business Combination.

An amount equal to the gross proceeds of the Offering will be deposited in a designated escrow account (the "Escrow Account"). The Company will have 24 months from the Settlement Date (as defined below) to consummate a Business Combination, plus an additional 6 months subject to approval by its general meeting (the "Business Combination Deadline"). If the Company fails to complete a Business Combination prior to the Business Combination deadline, it is expected that the holders of Ordinary Shares will receive an amount which is equal to a pro rata share of funds in the Escrow Account, which is anticipated to be €10.00 per Ordinary Share, less any negative interest incurred in the Escrow Account in excess of the Negative Interest Cover (as defined below).

It is expected that the Company will have to pay negative interest in respect of the proceeds of the Offering held in the Escrow Account at the European Central Bank (variable) rate minus 15 bps ("Negative Interest"). Up to 50 bps of any Negative Interest incurred per annum (amounting to up to €1,750,000) (the "Negative Interest Cover") will be borne by the Sponsor to allow, in case of redemptions of Ordinary Shares in connection with a Business Combination or an Amendment, for a repurchase price of €10.00 per Ordinary Share (less the pro rata share of any Negative Interest incurred in excess of the Negative Interest Cover) or, in case of an Ordinary Share repurchase procedure and subsequent Liquidation after expiry of the Business Combination Deadline, for a repurchase price or Liquidation distribution, as the case may be, of €10.00 per Ordinary Share (less the pro rata share of any Negative Interest incurred in excess of the Negative Interest Cover).

Transaction Structure Designed to Promote Alignment of Interests and Long-Term Value Creation

The Company is designed with a capital structure that it believes will give the Founders strong financial incentives to seek a Business Combination that provides opportunities for growth and enhanced value.

Prior to the date of this Prospectus, the Sponsor acquired 4,315,000 Founder Shares (as defined below) and each of the three non-executive Directors, as an investment, subscribed for 20,000 of the Founder Shares at an aggregate fair market value of €200. On or prior to the Settlement Date, the Sponsor will purchase 5,834,000 Founder Warrants (as defined below). The subscription by the Sponsor for its Founder Shares and the purchase of the 5,834,000 Founder Warrants is collectively referred to as the "Founder Private Placement". In addition, on or prior to the Settlement Date, the Company will also settle a previously extended outstanding loan of €999,000 (the "Sponsor Loan") made by the Sponsor to the Company to cover expenses relating to the Offering and Admission through the issuance of 666,000 Founder Warrants at a price of €1.50 each. As a result of the Founder Private Placement and the settlement of the Sponsor Loan, the Company will have issued up to 4,315,000 Founder Shares and up to 6,500,000 founder warrants (the "Founder Warrants") to the Sponsor as at the Settlement Date, resulting in gross proceeds in the amount of €9,793,150. The proceeds from the Founder Private Placement and the Sponsor Loan will be used by the Company to cover the costs related to (i) the Offering and Admission, (ii) the Negative Interest Cover, (iii) the initial underwriting commission of the Sole Global Coordinator, (iv) the search for, and completion of, a Business Combination and (v) other running costs of the Company.

In addition, Alex Beard will subscribe for 1,000,000 Units in the Offering for an aggregate subscription price of €10,000,000. The Units to be subscribed for by Alex Beard will rank pari passu with all other Units sold in the Offering.

Founder Promote: Rights to dividends and other distributions declared and paid on the Founder Shares have been waived until completion of a Business Combination. Any dividends and other distributions declared and paid prior to that time will therefore not accrue in favour of

the Founder Shares. Following the completion of the Business Combination, the economic rights in respect of the Founder Shares will no longer be waived in accordance with the following schedule: (i) (1/2) on the date of completion of the Business Combination (the "Business Combination Date") and (ii) (1/2) if, following the Business Combination Date, the closing price of the Ordinary Shares equals or exceeds €12.00 per Ordinary Share for any 10 trading days within a 30 consecutive-trading day period, provided that if a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or other similar transaction (a "Strategic Transaction") is consummated that results in all shareholders having the right to exchange their Ordinary Shares for cash or securities or other property, and the effective consideration per Ordinary Share in such Strategic Transaction equals or exceeds €12.00, the economic rights in respect of such Founder Shares will no longer be waived.

Founder lock-up: Each of the Sponsor and the non-executive Directors has committed not to transfer, assign, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Founder Shares or Founder Warrants (or any interest therein in or respect thereof), as the case may be, or enter into any transaction with the same economic effect as any of the foregoing without the prior written consent of the Sole Global Coordinator, save to certain permitted transferees, and: (i) in the case of the Founder Shares, from the Settlement Date until the earlier of (a) 365 calendar days after the Business Combination Date or (b) if the closing share price of the Ordinary Shares on Euronext Amsterdam equals or exceeds €12.00 per share (subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30 consecutive Trading Day period commencing at least 150 calendar days after the Business Combination Date and (ii) in respect of the Founder Warrants, until the period ending 30 calendar days from the Business Combination Date, save that the foregoing restrictions under (i) and (ii) shall not apply to the extent required to pay or provide liquidity for any withholding by the Company relating to, or taxation that becomes due and payable by, the Sponsor, the Directors or any permitted transferees, as the case may be, in connection with the Business Combination. Any permitted transferees will be subject to the restrictions set forth above to the extent applicable to the initial holders of such securities.

The Founder Shares are ordinary shares in the capital of the Company, having a nominal value of €0.01 each and numbered 1 through 4,375,000 (the "Founder Shares"). The Founder Shares will be listed and admitted to trading on Euronext Amsterdam under the symbol ENTPA (same as for the Ordinary Shares) and the ISIN NL0015000F82 (same as for the Ordinary Shares). The Founder Shares will, represent, in the aggregate, on a fully diluted basis, 20% of the total number of issued and outstanding Ordinary Shares on the Settlement Date.

Approval of the Business Combination and Redemption of Ordinary Shares

If the Company intends to complete a Business Combination, it will convene an extraordinary general meeting and will propose the Business Combination to the Company's shareholders (the "Business Combination EGM"). The resolution of the Business Combination EGM to effect a Business Combination will require the prior approval of at least a simple majority of the votes cast.

Upon completion of the Business Combination, subject to complying with applicable law and satisfaction of certain conditions, the Company will repurchase the Ordinary Shares held by holders of Ordinary Shares (which, for the avoidance of doubt, will not include holders of the Founder Shares) that elect to redeem their Ordinary Shares, irrespective of whether and how they voted at the Business Combination EGM, in accordance with the terms set out in the share repurchase arrangement, full details and terms and conditions of which will be provided in the convocation materials for the Business Combination EGM (the "Redemption Arrangement"). The gross repurchase price of an Ordinary Share under the Redemption Arrangement is equal to a pro rata share of funds in the Escrow Account as determined two trading days prior to the Business Combination EGM, which is anticipated to be €10.00 per Ordinary Share, less the pro rata share of any negative interest incurred in the Escrow Account.

J.P. Morgan AG is acting as sole global coordinator and sole bookrunner for the Offering (the "Sole Global Coordinator").

A listing prospectus (the "Prospectus") prepared in connection with the admission to listing and trading of the Ordinary Shares and the Warrants on Euronext Amsterdam is expected to be published and made

available at no cost on the Company's website on or around 15 July 2021. Further details will be included in the Prospectus.

Investing in any of the Units, the Ordinary Shares and the Warrants involves risks. A description of these risks will be included in the Prospectus once published and should be carefully considered before investing in any of the Units, the Ordinary Shares or the Warrants.

For more information visit www.entpa.nl

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

Selected risk factors

Key risk factors specific to the Company and the securities are set out below. These risk factors are merely a selection of the risks that pertain to this investment.

Prior to any investment decision, it is important to carefully analyse the risk factors considered relevant to the future development of the Company, the Ordinary Shares and the Warrants. The following is a summary of key risks that, alone or in combination with other events or circumstances, could have a material adverse effect on the Company's business, financial condition, results of operations and prospects:

• the Company is a newly incorporated entity with no operating history and no revenue and investors have a limited basis on which to evaluate its ability to achieve its business objective;
• the Company has not yet identified a potential Target for the Business Combination, and it may not identify all the risks inherent in a particular Target before completing a Business Combination with that Target;
• there can be no assurance that the Company will identify suitable Business Combination opportunities or complete a Business Combination by the Business Combination Deadline, which could result in a loss of part of the Ordinary Shareholders' investment;
• the Company's search for a Target and the Target's business, if acquired, may be materially adversely affected by the COVID-19 pandemic and/or other matters of global concern;
• the Company may face significant competition for Business Combination opportunities;
• the Directors may not be involved in the Company after the Business Combination, and therefore the Company's post-Business Combination performance will likely depend on the Target's management team, and the Company's ability to evaluate the Target's management team may be limited;
• the ability of the Company to diligence and negotiate a Business Combination on favourable terms could be adversely affected by a potential Target being aware of the Company's limited business objective and time to complete the Business Combination;
• any failed Business Combination opportunity will result in a loss of the related time spent and costs incurred, which could materially adversely affect the Company's prospects of successfully completing an alternative Business Combination;
• past performance by the Sponsor and/or any of the Directors may not be indicative of future performance of an investment in the Company;
• the Company depends on its Directors to identify potential Targets and execute the Business Combination, and the loss of the services of such individuals could have a material adverse effect on the Company's business, financial condition, results of operations and prospects;
• the Sponsor and certain of the Directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by the Company and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented; and
• since the Founder Shares and the Founder Warrants will have substantially no value if the Business Combination is not completed, a conflict of interest may arise for the Sponsor and the Directors when determining whether a particular Target is appropriate for a Business Combination.

The key risks relating to the Ordinary Shares and the Warrants include:

• if the Company fails to complete a Business Combination before the Business Combination Deadline and distributes the amounts held in the Escrow Account as consideration in a repurchase procedure prior to a Liquidation or in connection with a Liquidation, the Ordinary Shareholders could receive less than €10.00 per Ordinary Share or nothing at all; and
• there is a risk that the market for the Ordinary Shares or the Warrants will not be active and liquid, which may adversely affect the liquidity and price of the Ordinary Shares and the Warrants.

DISCLAIMER

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.

These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States (or to U.S. Persons (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended ("U.S. Persons"), wherever located), 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.

These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Energy Transition Partners B.V. (the "Company", and such securities, the "Securities") in the United States (or to U.S. Persons, wherever located), Canada, Australia, Japan or South Africa or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States (or to U.S. Persons, wherever located). The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. The Company will not be registered in the United States as an investment company under the U.S. Investment Company Act of 1940. No public offering of securities is being made in the United States.

In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") and who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

In relation to each member state of the European Economic Area (each, a "Member State"), no Units, Class A Ordinary Shares or Warrants have been offered or will be offered , except to any legal entity which is a qualified investor as defined in Article 2 of the Prospectus Regulation, provided that no such offer of Units, Class A Ordinary Shares or Warrants shall require the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

The Units and the Warrants are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EC (as amended

or superseded, the 'Insurance Distribution Directive'), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the 'PRIIPs Regulation') for offering or selling the Units or the Warrants or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Units or the Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

The Units and the Warrants are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in Directive (EU) 2014/65/EU on markets in financial instruments (as amended) and implemented in the United Kingdom as it forms part of the domestic law of the United Kingdom by virtue of the EUWA ("UK MIFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the EUWA, where that customer would not qualify as a professional client as defined in UK MIFID II; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by the Regulation (EU) No 1286/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Units and the Warrants or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering or selling the Units and the Warrants or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.

These materials may include statements, including the Company's financial and operational mediumterm objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', "aims", "forecasts", "continues", ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

This announcement does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.

Each of the Company, J.P. Morgan AG (the "Sole Global Coordinator") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in these materials whether as a result of new information, future developments or otherwise.

The Sole Global Coordinator is acting exclusively for the Company and no one else in connection with any offering of Securities. It will not regard any other person as its respective clients in relation to any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of these materials or any transaction, arrangement or other matter referred to herein. The Sole Global Coordinator or any of its subsidiary undertakings, affiliates or any of its respective directors, officers, employees, advisers, agents, alliance partners or any other entity or

person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in these materials (or whether any information has been omitted from these materials) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of these materials or its contents or otherwise arising in connection therewith. Accordingly, the Sole Global Coordinator disclaims, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of these materials and/or any such statement.