Refuels N.V. — Delisting Announcement 2023

May 12, 2023

ReFuels N.V.: First day of trading and publication of Information Document

ReFuels N.V.: First day of trading and publication of Information Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR

INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER

JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL.

12 May 2023: Reference is made to the announcements made by Refuels N.V.

("ReFuels" or the "Company", ticker code "REFL") on 28 April 2023 and 11 May

2023, regarding the Company's intention to have its shares admitted to trading

on Euronext Growth Oslo (the "Admission to Trading"), and the Company

presentation in connection with the Admission to Trading.

As of today, 12 May 2023, the shares of ReFuels start trading on Euronext

Growth Oslo.

The attached information document has been prepared by the Company solely for

use in connection with the Admission to Trading.

Philip Fjeld, the CEO of ReFuels said: "Our admission to trading on Euronext

Growth Oslo marks a significant milestone for ReFuels and is a crucial step in

realising our ambitions. We are excited to continue expanding our network of

bio-CNG refuelling infrastructure, enabling the rapid transition to net-zero

trucking and supporting our customers in their efforts to reduce greenhouse

gas emissions. Through the listing, we widen the investor base and strengthen

the platform for financing of our long-term growth strategy."

Arctic Securities AS and Pareto Securities AS are acting as joint Euronext

Growth Advisors in connection with the Admission to Trading (together, the

"Managers").

Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the

Company, Allen & Overy LLP is acting as Dutch and UK legal counsel to the

Company and Advokatfirmaet BAHR AS is acting as legal counsel to the Managers.

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 decarbonizing 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. By the end of 2025,

the target is to have 30-40 stations across the UK, while the long-term

ambition is to become Europe's leading integrated supplier of alternative

fuels for commercial fleets. For further information please visit refuels.com.

Important Notice

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. The

distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Copies of this announcement are not being made

and may not be distributed or sent into any jurisdiction in which such

distribution would be unlawful or would require registration or other

measures. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities

laws.

The Company does not intend to register any part of the offering or its

securities in the United States or to conduct a public offering of securities

in the United States. Any sale in the United States of the securities

mentioned in this announcement will be made solely to "qualified institutional

buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation. The expression "Prospectus Regulation" means Regulation

2017/1129 as amended together with any applicable implementing measures in any

Member State.

This communication is only being distributed to and is only directed at

persons in the United Kingdom that are (i) investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth

entities, and other persons to whom this announcement may lawfully be

communicated, falling within Article 49(2)(a) to (d) of the Order (all such

persons together being referred to as "relevant persons"). This communication

must not be acted on or relied on by persons who are not relevant persons. Any

investment or investment activity to which this communication relates is

available only for relevant persons and will be engaged in only with relevant

persons. Persons distributing this communication must satisfy themselves that

it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect",

"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",

"should" and similar expressions. The forward-looking statements in this

release are based upon various assumptions, many of which are based, in turn,

upon further assumptions. Although the Company believes that these assumptions

were reasonable when made, these assumptions are inherently subject to

significant known and unknown risks, uncertainties, contingencies and other

important factors which are difficult or impossible to predict and are beyond

its control.

Actual events may differ significantly from any anticipated development due to

a number of factors, including without limitation, changes in investment

levels and need for the Company's services, changes in the general economic,

political and market conditions in the markets in which the Company operates,

the Company's ability to attract, retain and motivate qualified personnel,

changes in the Company's ability to engage in commercially acceptable

acquisitions and strategic investments, and changes in laws and regulation and

the potential impact of legal proceedings and actions. Such risks,

uncertainties, contingencies and other important factors could cause actual

events to differ materially from the expectations expressed or implied in this

release by such forward-looking statements. The Company does not provide any

guarantees that the assumptions underlying the forward-looking statements in

this announcement are free from errors nor does it accept any responsibility

for the future accuracy of the opinions expressed in this announcement or any

obligation to update or revise the statements in this announcement to reflect

subsequent events. You should not place undue reliance on the forward-looking

statements in this announcement.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking

statements to reflect events that occur or circumstances that arise in

relation to the content of this announcement.

Neither the Managers nor any of its affiliates makes any representation as to

the accuracy or completeness of this announcement and none of them accepts any

responsibility for the contents of this announcement or any matters referred

to herein. This announcement is made by, and is the responsibility of, the

Company. The Managers and their affiliates are acting exclusively for the

Company and no-one else in connection with the transactions described in this

announcement. They will not regard any other person as their respective

clients in relation to the transactions described in this announcement 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 the transactions described in this announcement, the contents of

this announcement or any transaction, arrangement or other matter referred to

herein.

This announcement is for information purposes only and is not to be relied

upon in substitution for the exercise of independent judgment. It is not

intended as investment advice and under no circumstances is it to be used or

considered as an offer to sell, or a solicitation of an offer to buy any

securities or a recommendation to buy or sell any securities of the Company.

Neither the Managers nor any of its affiliates accepts any liability arising

from the use of this announcement.

The distribution of this announcement and other information may be restricted

by law in certain jurisdictions. Persons into whose possession this

announcement or such other information should come are required to inform

themselves about and to observe any such restrictions.