Energy Transition Partners B.V.

Transaction in Own Shares • Jun 16, 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. Results of the Repurchase Offer

AMSTERDAM, 15 June 2023 – Today, Energy Transition Partners B.V. ("Energy Transition Partners" or the "Company") announces the results of the Repurchase Offer (as defined and undertaken pursuant to the Repurchase Document published by the Company on 5 June 2023). Copies of the Repurchase Document are available on the Company's website at https://www.entpa.nl.

In connection with the Repurchase Offer, the Company only accepts for repurchase ordinary shares in its capital (the "Ordinary Shares") validly tendered by shareholders who have before 9:00 CEST today (i) delivered a validly executed voting undertaking to the Company with respect to the voting item regarding the extension of the business combination deadline at the Company's annual general meeting to be held on 29 June 2023 (the "AGM Extension"); 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.

Results of the Repurchase Offer

In accordance with terms and conditions of the Repurchase Document, the Company announces that the number of Ordinary Shares validly tendered for repurchase is 8,729,926, equating to EUR 87,761,073 of capital based on the offer price of EUR 10.0529 per Ordinary Share.

The Company will instruct the Escrow Agent (as defined in the Prospectus) to pay EUR 88,638,684 from the Escrow Account (as defined in the Prospectus) for settlement of the Repurchase Offer.

The proceeds of the Repurchase Offer are subject to Dutch dividend withholding tax at a rate of 15% to the extent that such proceeds exceed the average paid-in capital of the Ordinary Shares (being EUR 10.001 per Ordinary Share). Consequently, the Company will (i) withhold EUR 0.007935 per repurchased Ordinary Share to satisfy the Company's obligation towards the Dutch tax authorities; and (ii) instruct ABN AMRO as listing

¹ Pursuant to the deed of issuance of Ordinary Shares dated 21 July 2021, the Company issued 17,500,000 Ordinary Shares in the capital of the Company at a price of EUR 175,000,000, equating to paid-in capital of EUR 10.00 per share.

and paying agent to pay a net amount of EUR 10.0449652 per repurchased Ordinary Share at settlement of the Repurchase Offer.

The repurchased Ordinary Shares will be held as treasury shares by the Company, pending reissue in connection with a potential future business combination. In accordance with the timing set out in the Repurchase Document, settlement of the Repurchase Offer will occur on Monday 19 June 2023.

Repurchase of Founder Warrants

As previously announced in the Company's 5 June 2023 press release, 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 the Negative Interest Cover for the repurchased Ordinary Shares has not been used, the Sponsor will settle the pro-rata amount of the cash portion associated with the Repurchase Offer remaining of EUR 877,611 by selling to the Company 585,074 Founder Warrants at a price of €1.50 per Founder Warrant. The Sponsor has agreed to loan this EUR 877,611 to the Company as a source of funds to cover operational and running costs during the period of the extension.

Following settlement of the Repurchase Offer and the repurchase of Founder Warrants, the share capital of the Company is as follows:

Ordinary Shares		Number
Ordinary Shares		13,125,074
Of which Founder Shares		4,355,000
Ordinary Shares held in treasury		78,729,926
	Total	91,875,000
Founder Share F1		Number
Founder Share F1		1
Warrants		Number
Public Warrants		5,833,333
Founder Warrants		5,914,926
	Total	11,748,259

² Certain Ordinary Shareholders may be subject to reduced rates of Dutch dividend withholding tax or for an exemption in terms of which such withholding tax would be refunded to them in whole or in part. As Dutch dividend withholding tax will by default be withheld on all repurchase payments, it is the responsibility of any such Ordinary Shareholders to determine such eligibility and reclaim the relevant portion withheld.

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