ADS-TEC Energy GmbH entered into a definitive business combination agreement to acquire European Sustainable Growth Acquisition Corp. (NasdaqCM:EUSG) from LRT Capital1 LLC and Others for approximately $200 million in a reverse merger transaction on August 10, 2021. The pro forma market capitalization of the combined company is approximately $580 million. EUSG has also secured commitments of a fully subscribed $156 million in a Private Investment in Public Equity ("PIPE") at $10 per share. The combined company will be called ADS-TEC Energy plc and its ordinary shares and warrants are expected to list on Nasdaq under the new ticker symbols "ADSE" and "ADSEW", respectively. Completion of the proposed transaction is subject to, among other things, a) the requisite approval by the Company's stockholders; (b) the absence of specified adverse laws, injunctions or orders; (c) the Irish Holdco Ordinary Shares, the Irish Holdco Public Warrants, and the Irish Holdco Founders Warrants have been accepted for listing on the Nasdaq Capital Market (“ Nasdaq ”) or another national securities exchange mutually agreed to by the parties to the Business Combination Agreement; (d) the Company has net tangible assets of at least $5,000,001 after giving effect to the Private Placement (as defined below) and following the exercise of Redemption Rights; (e) the amount of Available Cash shall not be less than an amount equal to the Closing Payments plus $5,000,000; (f) Irish Holdco has entered into a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with the Depository Trust Company in respect of the Irish Holdco Ordinary Shares and Irish Holdco Public Warrants, both of which will be in full force and effect and enforceable in accordance with their terms; (g) the Registration Statement / Proxy Statement has been declared effective by the Securities and Exchange Commission; (h) The officers of SPAC and the members of the SPAC Board shall have executed written resignations effective as of the SPAC Merger Effective Time and other customary closing conditions. The transaction requires execution and delivery of the Registration Rights Agreement and Lock-Up Agreement, the officers of EUSG and members of EUSG's board of directors shall have executed written resignations effective as of the consummation of the transaction, and EUSG has entered into subscription agreements with accredited investors for the private placement of no less than 15.6 million EUSG Class A Ordinary Shares, among others. The boards of directors of both ADS-TEC Energy and EUSG have unanimously approved the transaction. Board of EUSG recommends the shareholders to vote in favor of the transaction. On December 7, 2021, European Sustainable Growth Acquisition Corp announces Effectiveness of Registration Statement for Proposed Business Combination. As on December 21, 2021, The EUSG's shareholders approved and adopted the Business Combination Agreement and the transactions contemplated thereby, including (i) the Merger, (ii) the Bosch Acquisition and (iii) the Share-for-Share Exchange; The EUSG's shareholders approved the Plan of Merger, a copy of which was attached to the Proxy Statement, and authorized the Merger as the first step in the proposed business combination; The EUSG's shareholders approved the removal of Lars Thunell, Pieter Taselaar, Karan Trehan, Elaine Grunewald, and Wilco Jiskoot as directors of ADS-TEC ENERGY PLC, to be effective upon the consummation of the Transactions, and the election of five directors to the board of directors of ADS-TEC ENERGY PLC to serve until their successors are duly elected and qualified; The EUSG's shareholders approved the following material differences between the amended and restated memorandum and articles of association of EUSG and the memorandum and articles of association of ADS-TEC ENERGY PLC, a copy of which was attached to the Proxy Statement, to be effective upon the consummation of Transactions by votes; The EUSG's shareholders approved, for purposes of complying with the applicable listing rules of Nasdaq, a series of subscription agreements with certain investors for the sale of an aggregate of 15.6 million Class A ordinary shares of EUSG at a price of $10.00 per Class A ordinary share, for an aggregate purchase price of approximately $156 million, in private placements, which will close at least one business day prior to the consummation of the Transactions; The EUSG's shareholders approved ADS-TEC ENERGY PLC's 2021 Omnibus Incentive Plan, a copy of which was attached to the Proxy Statement, including the authorization of the initial share reserve under the Incentive Plan; The EUSG's shareholders approved the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to EUSG shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient EUSG ordinary shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from EUSG shareholders in favor of one or more of the proposals at the extraordinary general meeting. The transaction is expected to be completed in the fourth quarter 2021.

EarlyBirdCapital and ABN AMRO Securities (USA) LLC are serving as financial advisors to EUSG and placements agents in the PIPE. Carnegie Investment Bank is serving as a selling agent in the PIPE. Raymond James is serving as M&A advisor to EUSG and placement agent in the PIPE. The German KPMG member firm is serving as M&A advisor to ADS-TEC Energy. Ari Edelman, Florian T. Hirschmann, Silvio McMiken, Lynwood E. Reinhardt, John Ngo, Michael S. Lee, Ron J. Scharnberg, Siling Zhong-Ganga, Martin Bünning ,Simon G. Grieser, Andreas Splittgerber, Michaela Westrup, Anette Gärtner, Alexander R. Klett, Philipp Süss, Thomas Fischl, and Etienne Richthammer of Reed Smith LLP is serving as lead legal counsels to EUSG, Connor Manning and Ailish Finnerty of Arthur Cox is serving as legal advisors in Ireland and Maples Group is serving as legal advisor in the Cayman Islands to EUSG. Bjoern Demuth, Jacob Siebert, Antje Becker-Boley, Martin Mohr, Rolf Hempel, Alexander Leister, Antje-Kathrin Uhl and Michael Schellenberger of CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB acted as legal advisors to ADS-TEC Energy. Edward Tanenbaum, Stuart Rogers and Mark F. McElreath of Alston & Bird LLP are serving as legal advisors to CMS, ADS-TEC Energy and to its majority shareholders. KPMG AG Wirtschaftsprüfungsgesellschaft acted as M&A advisor to ADS-TEC and Raymond James & Associates, Inc. acted M&A advisor to EUSG. Carnegie Investment Bank acted as financial advisor in the transaction. Morrow Sodali acted as proxy solicitor while Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for EUSG. Marcum LLPprovided auditor's report on financials of ADS-TEC and European Sustainable Growth Acquisition Corp. Morrow Sodali will receive a fee of $25,000 for its services. Maples and Calder (Cayman) LLP acted as legal advisor for EUSG. EUSG has an obligation to pay up to $5 million aggregate amount in fees to Raymond James in consideration for Raymond James's services as M&A advisor for the business combination and placement agent for the PIPE Investment is contingent upon the closing of the business combination.

ADS-TEC Energy GmbH completed the acquisition of European Sustainable Growth Acquisition Corp. (NasdaqCM:EUSG) from LRT Capital1 LLC and Others in a reverse merger transaction on December 22, 2021. As a part of acquisition, the combined company is named ADS-TEC Energy PLC and its ordinary shares and warrants will begin trading on Nasdaq on December 23, 2021 under the tickers "ADSE" and "ADSEW" respectively. ADS-TEC Energy PLC's Board of Directors will be comprised by Chairman Prof. Dr. Kurt J. Lauk, Founder and President of Globe CP GmbH and with a long history in the automotive sector, Joseph Brancato, Chairman of Gensler, Bazmi Husain, former Chief Technical Officer of ABB, Salina Love, Chief Operating Officer Ophir Holdings and Thomas Speidel, Chief Executive Officer and Founder of ADS-TEC Energy. ADS-TEC Energy's management team will be led by Founder and Chief Executive Officer Thomas Speidel, who will continue to lead the combined company. Hakan Konyar as CPO, John Neville as CSO and Dr. Thorsten Ochs as Chief Technical Officer complete the Management Team.