Creating a leading Bio-CNG clean fuel infrastructure platform

Company presentation

20 March 2025

Disclaimer

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Creating a leading Bio-CNG infrastructure platform

Fully integrated biomethane sourcing, refuelling and certificates company

Direct ownership of 16 public access stations

Fully equity-funded for doubling refuelling capacity by end-2028

Improved access to external growth financing

Transaction details

Funds managed by Foresight transfer ownership of 15 stations to CNGF, bringing the total to 16 stations (incl. 1 station in-build)
ReFuels transfers its 49% share of RTFS, giving CNG Fuels 78.4% ownership of the biomethane sourcing company
Approximately GBP 32 million in existing Foresight loans are deemed repaid, leaving CNG Fuels with no external interest-bearing debt outside of equipment leases
Plan to build at least 9 grid-connected stations the next three years complemented by mobile refuelling stations (MRS)
ReFuels will own 40% CNG Fuels with opportunity for share distributions up to 55% based on the valuation of CNG Fuels in certain future value realisation scenarios
Expected closing during April 2025

Simplified structure and partnership with Foresight

1 Including shareholder loan instruments of GBP 150.15 million from CNG Fuels carrying 10% coupon p.a.

2 Including shareholder loan instruments of GBP 15.95 million from CNG Fuels carrying 10% coupon p.a.

³ Subject to terms negotiated with the relevant customers which may vary, CNG Fuels seeks to ensure there is full pass through of gas price without risk for CNG Fuels

Strong strategic rationale

Former structure

Indirect station ownership through JV and direct ownership in certificates
Asymmetric returns and incentives
Low visibility on cash flow generation and distributions
Barriers to external funding
Lower real growth capacity

Enabling decarbonisation of truck fleets at scale

Heavy goods vehicles driving-up emissions

~1% of UK road transport fleet

5% of UK traffic

17% of UK transport GHG emissions

Vehicles at the end of Q2 2024, road traffic in 2023 and greenhouse gas emissions from transport in 2022. Source: Department for Transport (2024)

Biomethane – a clean fuel available at scale

Mass adoption fuelling higher volumes

Current fleet of >1,970 HGVs...

0% 2% 4% 6% 8% 10% 12% 14% 0 200 400 600 800 1000 1200 1400 1600 1800 2000 jan. 20 jan. 21 jan. 22 jan. 23 jan. 24 jan. 25 Number of vehicles (lhs) Share of 4x2 fleet (rhs)

…supporting steady volume growth (tonnes)

New class of CNG trucks unlocks 6x larger market

~9.5% CNG Fuels' customers

Close to 1,000 HGVs in confirmed order book

6x2 trucks significantly increases the addressable market

21,000

4x2 trucks¹

124,000 6x2 trucks¹

~0.04% CNG Fuels' customers

Doubling capacity to meet future demand

Refuelling capacity roll-out plan HGV/day 6 15¹ >25 9 ¹ 2 ~30 Number of CNG Fuels' stations and mobile refuelling stations

Plan to build >9 high-capacity stations next three years complemented by a fleet of additional mobile refuelling stations (MRS)

Fully-funded by cash flow from operations and planned revolving credit facility

>100 early-stage developments and opportunities supporting additional roll-outs depending on demand and certificate prices

Attractive station economics

33.7

Illustrative new station economics

13 Assuming compression margin of GBP ~0.26 per kg, Station gradually increasing to OPEX GBP ~0.4m p.a in year 9. Steady state volume dispensed at 28 million kg Bio-CNG achieved in year 9. All figures exclude group overheads. ¹ Expected IRR for next four stations

Station capex GBP ~8m

Internal rate of return¹ Payback 25-30%

~5 years

Mobile refuelling stations accelerating adoption

Increased demand for CNG Fuels' proprietary mobile refuelling stations (MRS)

A cost-effective and flexible solution until a CNG Fuels station opens in the area

Unlocking truck orders and may in some cases be stationed as long-term solution

MRS currently deployed

~30

MRS targeted by end-2028

~3,000

truck capacity per day by end-2028

10 2 MRS currently deployed within Milton Keynes Magna Park serving over 200 trucks daily

Strong basis demand for later grid-connected station, supporting short payback time

Robust market-based certificates scheme

Annual obligation on UK suppliers to supply biofuels (as % of total)

¹ Renewable Transport Fuels Services (RTFS) is 78.4 % owned

Certificate prices decided by biodiesel premium

RTFC price Biodiesel (UCOME) premium to diesel in RTFC equivalent price

Competition for waste-oil feedstocks between biodiesel and Sustainable Aviation Fuel (SAF)

Large upside potential from higher RTFC prices

Illustrative gross profit/yr (GBPm) at different prices1

¹Assumptions: Constant biomethane sourcing cost of 18 pence per kg. Order book per December 2024

Strong foundation for value creation

Number of trucks set to grow

Illustrative CNG Fuels EBITDA

Annualised GBP >100m end-2030

-5 Assumptions: Annual growth in # of trucks of 25% (for reference; average annual growth in number of trucks of >40% 2017-2024), 15 stations in 2025, ~20 in 2027 and ~25 in 2028. Constant RTFC price of 26 pence

Illustrative value distribution scenarios1

EBITDA GBP 100m End-2030

Clear path to create material value

Illustrative value potential¹

Value ReFuels, GBP million

EBITDA GBP 100m End-2030

Value of Refuels after deducting GBP 150.15 million in shareholder loan instruments to Foresight and external debt of GBP 25 million, both at annual 10% compounding rate

21 2. Per 19 March 2025

Key investment highlights

Creating a leading integrated Bio-CNG infrastructure platform	Consolidating biomethane sourcing, station ownership and certificates (RTFCs) into CNG Fuels • ReFuels owns 40% with mechanisms to increase share of distributions up to 55% in certain future • value realisation scenarios
Doubling capacity to meet future demand	Market leader today and targets doubling capacity to 20,000 heavy goods vehicles by end-2028 • Customers with supportive biomethane ambitions, including Marks & Spencer, DHL, Tesco and Amazon •
Self-funded, infrastructure backed growth	Fully equity-funded and strong balance sheet with no external interest-bearing debt • Improved access to external growth financing supported by rapidly increasing cash flow from operations •
New class of CNG trucks unlocks 6x larger market	Almost % of t e UK fleet is now CNG trucks refuelling t roug CNG Fuels' station network • New class of CNG trucks from Iveco and Scania opens 6x larger addressable market •
Strong foundation for value creation	CNG Fuels has the potential to generate an annualised EBITDA of GBP >100 million at the end of 20301 • Large upside potential from higher prices for Renewable Traffic Fuel Certificates (RTFCs) •

For further information please visit refuels.com

Appendix

A typical Bio-CNG station

Fuel dispensers

Gas inlet

Bio-CNG compressor

8 minutes to fill a tank with 400+ miles (650 km) range

High pressure storage

trucks per hour in capacity

Transaction key terms

Structure

CNG Fuels Limited acquires Foresig t's s are in t e station owning J CNG Foresig t wit more t an GBP 115m of capital deployed since 2020
Working capital loans from Foresight to CNG Fuels of GBP ~32m are deemed repaid
ReFuels contributes its 49% holding in RTFS, via subsidiary CNG Investments to CNG Fuels
ReFuels and Foresight both receive pari passu pref debt instruments (Loan Notes) and an equity share class in CNG Fuels, with a priority return mechanism attached
ReFuels ordinary shares carry a ratchet mechanism to increase their value participation

Shareholder loans

Foresight initially holds GBP 90m and ReFuels GBP 10m in shareholder loan instruments
Loans carry a fixed 10% pay-if-you-can coupon and rank pari passu

Ordinary share terms

Subject to priority return mechanism of c,GBP 60m and c.GBP 6m, plus 10% compounded interest, for Foresight and ReFuels respectively (Investor Minimum Return)
60% / 40% Foresight / ReFuels for first GBP 50m above the pref equity
ReFuels share increases by 3% up to 45% / 55% Foresight / ReFuels for each GBP 50m of additional proceeds
D Ordinary Shares of GBP 36m split equally between ReFuels and Foresight (subject to milestones related to annual distributions from RTFS)

Capital distribution priority in value realisation scenario

External debt
Shareholder loan instruments plus accrued interest
Management incentive program CNG Fuels
Preferred return on Ordinaries shares
Remaining proceeds to Ordinary shares including the ratchet

Governance

Foresight has voting and majority Board control of CNG Fuels
ReFuels gets 2 directors so long as it holds 30% of ordinary shares, and 1 above 10%
ReFuels has a right to appoint 2 of 4 directors to the RTFS board
ReFuels has customary minority shareholder protections

Value realisation

• Main principle in pre-agreed exit mechanisms after year three is Foresight having the right to seek value realisation

Solidifying market leadership and increasing barriers to entry as station coverage expands

Network effect

An expanded network increases range and makes CNG more accessible, unlocking truck orders

Economies of scale

Lower prices for biomethane and electricity when volumes increases

Operational leverage

+15-20% employees to serve 30-40 stations and higher utilisation will amplifiy profitability

Resilient customer adaption during uncertainty

Expanding network to meet future demand

Station capacity and steady state

Green station network ready for a multi-fuel future, but H2 and BEV currently unfit for mass adoption

	Range	Refuelling/ recharging	Cost
Biomethane	1,000 km	8 minutes	Cost-competitive fuel using combustion engines
Hydrogen	6 - 800 km	20-40 minutes	Not expected to be cost-competitive before 2040-501
Electricity	500 km	3 hours2	Unlikely to achieve price parity before 20401

Experienced team with incentives highly aligned with shareholders

Philip Fjeld – CEO, Board of Directors

22 years of experience in the gas industry
Co-Founder CNG Fuels and RTFS
Founded FLEX LNG in 2006, listed the company and raised over USD 600 million in equity

Baden Gowrie-Smith – CFO, Board of Directors

Investment advisor with UBS for six years managing AUSD 750 million in assets
Co-Founder CNG Fuels and RTFS
Co-Founder of radio-pharmaceutical business Theragnostics Ltd, which was acquired in 2023

Jasper Nillesen – Board of Directors

Managing Director and co-founder of RTFS
Seven years in strategy consulting and six years working for the energy trading platform Powerhouse in various roles

Peter Eaton – Sales & Business Development Director

Seven years' experience at Halewood International
Various positions from sales, to marketing, to brand management and business development

Mike Scott – Operations and Construction Director

22 years' experience within the civil engineering and construction industry
More than 4 years at William Pye Ltd

Michael Kuhn – Group Finance Director

• ears' e perience in financial services project finance and asset management, with specific expertise in renewables and media at Investec Private Bank, Grant Thornton and Ingenious Asset Management

Jason Shepherd – Land Director

More than 10 years in UK Real Estate having started his career at Deloitte
Worked in front-end Land Acquisition and Planning elements of Real Estate, for retailers and mixed-used developers across the UK.

Alanna Flett – General Counsel

• Over 10 years' PQE as a solicitor qualified in Scotland, and has spent the past eight years working in the clean energy sector in both the UK and internationally

ReFuels is t e UK's leading supplier of alternative fuels to commercial vehicles, supplying 100% renewable biomethane to heavy goods vehicles from our rapidly growing network of Bio-CNG stations.

ReFuels N.V. Evert van de Beekstraat 1-104, The Base B 1118 CL Amsterdam refuels.com