Climate Transition Capital Acquisition I B : CTCA1 BV 2022 Annual Report & Financial Statements

This copy of the Annual Report of Climate Transition Capital Acquisition I B.V. for the year ended 31 December 2022 is not in the ESEF-format as specified by the European Commission in Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The ESEF reporting package is available at https://climatetransitioncapital.com/investor-resources/

Climate Transition Capital Acquisition I B.V. Annual Report and Financial Statements

For the year ended 31 December 2022

Contents

	Page
CHAIR'S REPORT	2
DIRECTORS' REPORT
Overview of the Company	3
Business Environment	4
Risks and Uncertainties	5
Financial Review	8
The Board of Directors	9
Corporate Governance Report	12
Audit Committee Report	18
Directors' Remuneration Report	20
Other Disclosures	21
STATEMENT OF DIRECTORS' RESPONSIBILITIES	22
FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income	25
Consolidated Statement of Financial Position	26
Consolidated Statement of Changes in Equity	27
Consolidated Statement of Cash Flows	28
Notes to the Consolidated Financial Statements	29
Company Statement of Financial Position	49
Company Statement of Profit or Loss	50
Notes to the Company Financial Statements	51
OTHER INFORMATION
Shareholder Information	53
Company Information	53
INDEPENDENT AUDITOR'S REPORT

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Chair's Report

While global capital markets have struggled in the face of many challenges, it is encouraging to see that climate transition investment surged to a new record in 2022. At the start of this year, Bloomberg New Energy Finance reported that global investment had reached a total of $1.1 trillion in 2022 (up 31% from $849 billion in 2021), as the energy crisis and policy action drove faster deployment of clean energy technologies, especially renewables and electric vehicles. This has meant that CO2 emissions from energy in 2022 grew only 1% on the previous year to 33.8 billion tonnes.

For the first time, investment in low-carbon technologies reached parity with capital deployed in support of fossil fuels. Furthermore, demand-side climate transition investment at $561 billion exceeded for the first time supply-side investment at $550 billion, with investment in electrified transport receiving nearly as much capital as renewable energy.

BNEF's data show that China was by far the leading destination for attracting energy transition investment, accounting for $546 billion while the EU as a bloc came second at $141 billion. Investment in Europe was led by Germany ($55 billion), France ($29 billion) and the UK ($28 billion).

Focusing back on our own business, the Climate Transition Capital team started the new year in a promising position with an exclusive agreement to merge with an attractive target company. However, the team was unable to steer this opportunity to a successful conclusion, despite everyone's best efforts, and has terminated the exclusivity. At the time of writing, the team continues to work through all of its other potential opportunities.

The Company's chances of concluding a successful transaction are partly a function of time and there is now a very limited window remaining. Furthermore, the very difficult market conditions throughout 2022 have been further aggravated by the recent turmoil in the global banking system. In recognition of these realities, some of the European SPACs that listed just weeks ahead of us have made the decision to go into liquidation. We will continue to look at options with the remaining time available.

It is to be very much hoped that the global investor community can soon find the confidence and conviction to sustain climate transition investments at the levels needed to secure net-zero, with all the social, environmental and economic benefits that would bring.

Marieke Bax

Chair, Climate Transition Capital Acquisition I B.V.

2

Directors' Report

OVERVIEW OF THE COMPANY AND THE GROUP

Climate Transition Capital Acquisition I B.V. ("CTCA1" or the "Company") is a special purpose acquisition company (SPAC) incorporated by Climate Transition Capital Sponsor I LLP (the "Sponsor") for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar business combination with or acquisition of a target business or entity (a "Business Combination").

On 29 June 2021 the Company successfully completed a private placement of 19,000,000 "Units", each entitling the holder to one Ordinary Share and one-third of a Warrant, at a price of €10.00 per Unit raising €190 million (the "Offering"). The resulting Units were admitted to listing and trading on Euronext Amsterdam. During a "stabilisation period" which ended on 8 July 2021, 39,000 Units were repurchased then cancelled leaving issued Units of 18,961,000 (entitling the holders to 18,961,000 Ordinary Shares and 6,320,333 Warrants). On 4 August 2021, 35 calendar days after the first day of trading, the Units split into Ordinary Shares and Warrants which have been separately listed and traded on Euronext Amsterdam since.

100% of the proceeds of the Offering plus €2 million to cover up to €2 million of negative interest (the "Negative Interest Cover") have been put into a bank account opened by Stichting Climate Transition Capital Escrow (the "Foundation") and held with ABN AMRO Bank N.V. in the Netherlands (the "Escrow Account"). These amounts will only be released in accordance with the terms of an escrow agreement, the key terms of which are summarised below.

• In the event of a Business Combination, the Company may use all or a substantial part of the amounts held in the Escrow Account to:
  o pay the consideration due for the Business Combination, the transaction costs associated with the Business Combination and additional Offering underwriting fees due upon completion of a Business Combination;
  o repurchase Ordinary Shares in accordance with share repurchase arrangements detailed in the Prospectus (see below);
  o the Company may apply the balance of the cash, if any, released from the Escrow Account for general corporate purposes of the target business, including for maintenance or expansion of operations thereof.
• In the event no Business Combination completes within 24 months from the settlement date of 2 July 2021 (the "Business Combination Deadline"), the Company will use the amounts held in the Escrow Account (minus any negative interest due in excess of €2 million) to repurchase Ordinary Shares under the Share Repurchase Arrangement and otherwise, for those who do not elect to participate in the Share Repurchase Arrangement, to distribute in accordance with the Liquidation Waterfall.

The Foundation is ultimately controlled by the Company and is therefore its subsidiary. The Company and the Foundation together comprise the "Group".

More information about the Company, including the Company's Initial Public Offering Prospectus dated 23 June 2021 (the "Prospectus"), which was approved by the Dutch Authority for the Financial Markets, the AFM, can be found on the Climate Transition Capital website: https://climatetransitioncapital.com/investor-resources/

3

BUSINESS ENVIRONMENT

In December 2022, the European Council voted to adopt updated recommendations on travel to the EU and free movement within it. Under these new recommendations, member states will no longer impose any restrictions on travel on the grounds of public health. However, the recommendations keep a number of safeguards in case of a deteriorating epidemiological situation.

This means in practical terms that the Company is no longer impacted by measures to minimise the spread of COVID-19 and is now able to operate completely normally, and in particular, able to conduct due diligence and meetings in-person.

The ongoing war in Ukraine, following Russia's invasion last February, resulted in significant volatility and uncertainty in the global financial and energy markets and this continued throughout 2022. It is impossible to say how much longer this disruption will endure and for how long macroeconomic conditions, confidence and demand will be impacted. That said, conditions are not expected to improve in the near term.

The extent to which the war in Ukraine impacts the search for a Business Combination depends on current and future developments, which are highly uncertain and cannot be predicted, including further escalation of the conflict and the international response. Nonetheless, as the war in Ukraine continues, or if other disruptive events continue or become worse within the period from the date of this Annual Report until the Business Combination Deadline, the Company's ability to complete a Business Combination, or the operations of a target business with which the Company ultimately completes a Business Combination, may be materially adversely affected.

Prior to a Business Combination, the Company will, in evaluating the risks associated with a target business, seek (insofar as is possible) to take account of the financial and operational performance and resilience of such target business in light of the war in Ukraine. The Company cannot, however, offer any assurance that a business which has previously performed well would not be materially and adversely affected by the continuance or further escalation of the conflict, or other global events.

The Company has so far been able to operate effectively, meeting with potential targets and advisors or service providers by way of both video conferencing and in-person. Further, with European COVID-19 travel restrictions no longer in place, the Directors who are based outside the Netherlands are now able to travel and meet in-person for Board meetings. These are now held in-person in the Netherlands with the Directors attending in person as far as practicable in accordance with the Board Rules (as summarised in the Corporate Governance Report).

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