Refuels N.V. — Capital/Financing Update 2025

Mar 20, 2025

Creating a leading UK Bio-CNG clean fuel infrastructure platform

Creating a leading UK Bio-CNG clean fuel infrastructure platform

20 March 2025 - ReFuels N.V. ("Refuels" or the "Company"), a leading European

supplier of renewable biomethane (Bio-CNG) for the decarbonisation of heavy

goods vehicles (HGVs), has agreed with funds managed by the Foresight Group

("Foresight") to create, through ReFuels' existing wholly owned subsidiary CNG

Fuels Ltd ("CNG Fuels" or "CNGF"), a fully integrated clean fuel company.

CNG Fuels will encompass the biomethane sourcing and Renewable Transport Fuel

Certificate ("RTFC") generation, with direct station ownership, large site

pipeline and market leading station operating capabilities. The combined

entity now has a clear path to doubling the refuelling capacity to 20,000 HGVs

per day by end-2028.

The transaction implies that Foresight will contribute the 15 CNG stations and

mobile refuelling equipment to CNGF's balance sheet. ReFuels will contribute

its stake in Renewable Transport Fuel Services Ltd ("RTFS"), one of Europe's

leading biomethane aggregating businesses. The resulting business will have no

external interest-bearing debt. In exchange, funds managed by Foresight will

receive new equity in CNGF corresponding to 60% ownership while ReFuels' will

retain 40% ownership.

"By consolidating biomethane sourcing, station ownership and certificates, we

are creating a leading integrated and fully equity-funded Bio-CNG

infrastructure platform. This opens new sources of capital to finance a

doubling of our refuelling capacity supported by rapidly increasing cash flow

from operations. A larger station portfolio will enable additional truck

fleets to decarbonise, further fuelling network and scale effects", said

Philip Fjeld, CEO of ReFuels.

"With the new structure, ReFuels has a clear path for growth and material

value creation through a unique combination of self-funded,

infrastructure-backed growth, and tangible decarbonisation of heavy-duty

transport", Fjeld continued.

Transaction details:

* Funds managed by Foresight transfer ownership of 15 stations to CNGF,

bringing the total to 16 stations (incl. 1 station in-build)

* Plan to build at least nine grid-connected stations the next three years

complemented by a fleet of additional mobile refuelling stations (MRS)

* ReFuels transfers its 49% share of RTFS, giving CNGF 78.4% ownership of the

biomethane sourcing and RTFC generating business

* Approximately GBP 32 million in existing Foresight loans are deemed repaid

* ReFuels will own 40% of the ordinary shares of CNGF, which will be the only

assets held by ReFuels following the transfer of shares in RTFS to CNGF

* ReFuels will have a return (ratchet) mechanism which may increase the share

of distributions from CNGF up to 55% based on the valuation of CNGF in

certain future value realisation scenarios

* Foresight receives GBP 150.15 million in shareholder loan instruments from

CNGF carrying 10% coupon p.a.

* ReFuels receives GBP 15.95 million in shareholder loan instruments from CNGF

carrying a 10% coupon p.a.

* Both parties can receive up to an additional GBP 18 million each over three

years dependent on milestones based on successful distributions from RTFS

"CNG Fuels has an unmatched track record in developing and operating Bio-CNG

infrastructure across the UK. Their expertise, scale and first-mover advantage

put them years ahead of the competition, uniquely positioned to deliver

significant value creation as demand for low-carbon transport accelerates. We

look forward to extending our long-standing collaboration with ReFuels through

a simplified and efficient platform with a clear growth strategy", said Chris

Tanner, a Partner at Foresight.

The current network of 15 stations in operation has the capacity to serve

10,000 HGVs per day and have an annual dispensing capacity of more than 310

million kg of biomethane to customers including Amazon, DHL and Marks &

Spencer. In 2024, 55 million kg were dispensed, reducing GHG emissions by more

than 195,000 tonnes. One more station is under construction with planned

opening in 2025.

By the end of 2028, the total network is expected to be capable of serving

20,000 HGVs per day and dispensing 780 million kg of Bio-CNG per year. The new

agreed roll-out plan reflects a more sustainable and fundable growth

trajectory than the previously communicated ambitions.

"CNG Fuels has steadily solidified its market leadership, and our first-mover

advantage provides a multi-year lead. Now we can deliver a steady station

roll-out pace synchronised with Scania's and Iveco's production ramp-up of CNG

versions of the larger and most popular articulated 6x2 truck format. Our

extended station network and this new class of environmentally friendly and

cost-efficient HGVs, Bio-CNG uptake is set to accelerate", said Philip Fjeld.

By using renewable biomethane, HGV operators can reduce greenhouse gas

emissions by more than 90% compared to diesel. Bio-CNG offers fuel cost

savings and is already available at scale.

CNG Fuels' two main revenue sources are station revenue based on a compression

margin of GBP ~0.26 per kg Bio-CNG dispensed and income from the sale of

RTFCs. RTFS, which will be 78.4% owned by CNGF post transaction, sources

biomethane from producers across Europe and is awarded 3.8 RTFCs per kg

dispensed. The RTFCs are sold to fuel suppliers with a blending obligation in

a market-based system, and the margin is determined by the biomethane cost and

RTFC price.

Today, CNGF serves a fleet of ~2,000 HGVs. The UK-fleet of Bio-CNG fuelled

trucks is rapidly increasing due to environmental and cost benefits supporting

expectations of a fleet of at least 8,000 trucks (implied 40% capacity

utilisation) on UK roads by end-2030. Based on this fleet assumption, a

doubled refuelling capacity and the current RTFC price of 26 pence per

certificate, CNGF has the potential to increase its annualised EBITDA being

generated to in excess of GBP 100 million by the end of 2030. The group

assumes that CNGF will raise approximately GBP 25 million in external loan

financing in the near term to accelerate the station rollout.

Completion of the transaction is subject to approval by an extraordinary

general meeting (the "EGM") in ReFuels to be held on 7 April 2025 and certain

other customary closing conditions. The notice for the EGM will be issued

shortly. The transaction is expected to be completed during April 2025.

The board of directors of ReFuels (the "Board") has given due consideration to

all material aspects of the transaction and have given their approval for the

transaction subject to shareholder approval at the EGM. The Board has obtained

an opinion as to the financial fairness of the transaction conditions from

Arctic Securities AS. The opinion letter will be made public at the latest in

connection with the notice for the EGM.

Please see the attached presentation for further transaction details.

Transaction advisers

Ernst & Young LLP is acting as financial adviser to ReFuels on the

transaction, Burgess Salmon LLP is acting as UK legal counsel, A&O Shearman

acts as Dutch legal counsel and Wikborg Rein Advokatfirma AS is the Norwegian

legal counsel. Capient AS is acting as IR and communications adviser to

ReFuels.

Webcast

CEO Philip Fjeld and CFO Baden Gowrie-Smith will host a live webcast 20 March

2025 at 14:00 CET today. Please join the webcast via the following link:

https://investorweb.no/ir-channel/INVESTORWEB/event/e3f612df-9cb0-4d34-aaaa-401f412e9527

To receive ReFuels' stock exchange and press releases via email, subscribe at

refuels.com/investors.

For further information, please contact:

Philip Fjeld, CEO ReFuels N.V.

Tel: +44 7976 159 833

E-mail: Philip.Fjeld@refuels.com

About ReFuels

ReFuels is decarbonising Europe's truck fleet by developing, owning, and

operating green station infrastructure. We are rolling out a network of

reliable and convenient stations offering renewable biomethane fuels to heavy

goods vehicles, with hydrogen and electricity to be added. Market leader in

the UK with long-term ambition to expand in other European markets and active

across the biomethane supply chain, including unlocking material value from

Renewable Transport Fuel Certificates (RTFCs). For further information please

visit www.refuels.com.

This information is considered to include inside information pursuant to the

EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. This

announcement was published by the Company's CFO, Baden Gowrie-Smith, on 20

March 2025 at 0120CET.

This information has been submitted pursuant to the Securities Trading Act §

5-12 and MAR Article 17. The information was submitted for publication at

2025-03-20 01:20 CET.