Pre-Annual General Meeting Information • Jun 14, 2021
Pre-Annual General Meeting Information
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We are pleased to invite you to the Annual General Meeting (AGM) of MPC Energy Solutions N.V. (the "Company") which will be held virtually on
Considering the still ongoing developments surrounding COVID-19 in the Netherlands and the Emergency Act regarding, amongst other matters, AGMs, the Company's Management Board has decided to hold this year's AGM virtually.
This invitation sets forth the agenda (see Annex 1) and procedural matters of the AGM, as well as the registration and voting process.
Shareholders can join the virtual meeting by using the link provided under www.mpc-energysolutions.com/investorrelations/agm on the day of the AGM and following the on-screen instructions. The virtual meeting room will open on 30 June 2021 at 9:45 a.m. CET.
Only holders of shares registered in the share register as of 2 June 2021 ("Record Date"), are entitled to follow the AGM, ask questions in advance and during the meeting, and/or vote, provided such shareholder complied with the requirements described in this invitation.
Each ordinary share outstanding on the Record Date is entitled to one (1) vote. As of the date of this invitation, the Company has issued 22,250,000 ordinary shares. No voting rights may be exercised for shares held by the Company or a subsidiary of the Company.
Only shareholders holding shares of the Company at the Record Date and having filled in and submitted the Proxy Form (see Annex 3) with voting instructions on time are entitled to exercise their voting rights by proxy prior to the AGM. The Proxy Form must be submitted to DNB Bank ASA by Monday, 28 June 2021, 10:00 a.m. CET. Please follow the detailed instructions on the Proxy Form.
The submission of the Proxy Form to exercise the voting rights has no influence on the ability to trade the shares of MPC Energy Solutions.
The content of all resolutions requiring the vote from shareholders are described in Annex 2 and outlined in the Proxy Form. Casted votes cannot be changed once the Proxy Form has been submitted.
The voting results will be presented during the AGM and will also be published online on www.mpc-energysolutions.com/investor-relations/agm after the AGM.

In accordance with Dutch Law, all registered shareholders may submit questions up to 72 hours before the AGM. MPC Energy Solutions welcomes these questions, and we will post answers to all submitted questions (or clusters of topically related questions) on our website prior to the AGM.
Please submit your questions latest by Sunday, 27 June 2021, 10:00 a.m. CET by e-mail to [email protected].
In addition, shareholders participating in the AGM will be able to ask a limited number of questions during the meeting. Instructions on how to submit questions during the AGM will be given during the opening address of the Chairman of the Supervisory Board at the beginning of the meeting.
Sincerely,
Martin Vogt Stefan H.A. Meichsner Chief Executive Officer Chief Financial Officer


(1) Approval of USD as Functional Currency
The Company operates in a multinational environment and expects to generate most of its future income and cash in USD. USD is and will be the main currency used by us in our current and expected future business dealings. Other currencies used in our operations will be translated into USD as our functional currency in accordance with International Accounting Standards (IAS).
Adopting USD as the functional currency will help us streamline our internal and external reporting processes, reduce the number of necessary currency translations when preparing internal and external reports, and thereby allow us to report an accurate picture of the Company's performance without significant distortions from currency effects on the reported figures. In line with this rationale, USD has been approved by the Dutch fiscal authority as fiscal functional currency for tax purposes. The annual report for the financial year 2020 and the quarterly report as of 31 March 2021 have also been presented in USD.
(2) Adoption of the Financial Statements for 2020
The annual report and financial statements for the financial year 2020 were published on 30 April 2021. The Company was incorporated on 4 June 2020 and generated no revenues in the financial year 2020, given that 2020 marked the initial preparation phase for the initial Public Offering (IPO) in January 2021. The net loss for the year was USD 0.9 million. The total assets of the Company amounted to USD 1.3 million.
The auditor (Ernst & Young Nederland LLP) has issued an unqualified opinion for the annual report and the financial statements 2020.
The annual report and the financial statements are available on the Company's website: https://www.mpc-energysolutions.com/investor-relations/publications
(3) Discharge of the Management Directors for the financial year 2020
Mr. Martin Vogt, Chief Executive Officer of the Company, was the only member of the Management Board during the financial year 2020.

(4) Appointment of Managing Director with the title Chief Financial Officer
Mr. Stefan H.A. Meichsner joined the Company as Chief Financial Officer on 1 May 2021. He was nominated by the Supervisory Board after the Nomination and Remuneration Committee of the Supervisory Board conducted a series of interviews with Mr. Meichsner.
Mr. Meichsner brings almost ten years of experience working in the energy and renewable energy industry and working in a number of finance positions, including responsibilities as Chief Financial Officer of companies in the renewable energy sector.
Mr. Meichsner will be appointed by binding nomination of the Supervisory Board unless this nomination is overruled by the General Meeting. The General Meeting may at all times overrule the binding nomination for the appointment of a Managing Director by a two-third majority of the votes cast, representing more than one half (50%) of the issued share capital.
(5) Appointment of Auditor for the financial year 2021
Ernst & Young Nederland LLP ("E&Y") was the auditor of the Company for the financial year 2020 and is familiar with the Company's setup, structures, financial history, and plans. The Company and E&Y have agreed on a competitive fee structure for auditing the Company's annual report and consolidated financial statements for the financial year 2021.

As you are not recorded in the Company Register of Members, issuing of a proxy will have to be executed via DNB Bank ASA.
The undersigned shareholder of MPC Energy Solutions N.V., holder of _____________________________________
(please insert the number of shares you own) ordinary shares, hereby authorizes and instructs DNB Bank ASA to vote as directed below.

X Please mark your votes as in this example.
| RESOLUTIONS | FOR | AGAINST | ABSTAIN |
|---|---|---|---|
| 1. Approval of USD as Functional Currency |
|||
| 2. Adoption of the Financial Statements for 2020 |
|||
| 3. Discharge of the Management Directors for the financial year 2020 |
|||
| 4. Appointment of Managing Director with the title Chief Financial Officer |
|||
| 5. Appointment of Auditor for the financial year 2021 |
Date: ________________
Signature(s): __________________________________________________________________________________
Note: Please sign exactly as name appears below; joint owners should each sign. When signing as attorney, executor, administrator, or guardian, please give your full title as such.
Name of shareholder(s) in block letters: ____________________________________________________________
Please return your completed and signed Proxy Form, to be received by DNB Bank ASA on or prior to Monday 28 June 2021, 10:00 a.m. CET, either by way of e-mail to e-mail address [email protected], or by ordinary mail to DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
____________________________________________________________

Strawinskylaan 1547 Tower C, NL-1077 XX Amsterdam Trade Register Number: 78205123 [email protected]

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