Energy Transition Partners B : Annual report 2022 Energy Transition Partners

ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

ANNUAL REPORT

FOR THE YEAR ENDED

31 DECEMBER 2022

ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

CONTENTS

Page

- Directors' Report

3

• Financial Statements

	Statement of comprehensive income for the year ended 31 December 2022	35
	Statement of financial position as at 31 December 2022	36
	Statement of changes in equity for the year ended 31 December 2022	37
	Statement of cash flows for the year ended 31 December 2022	38
	Notes to the financial statements	39
-	Other information
	Statutory provision regarding appropriation of result	69
	Independent Auditor's report	70
-	Appendices
	Defined terms	i-xi

This copy of the 2022 Annual Report of Energy Transition Partners B.V. is not in the European single electronic reporting format (ESEF) as specified in the RTS on ESEF (Regulation (EU) 2019/815). The ESEF version of the 2022 Annual Report is available at www.entpa.nl.

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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

REPORT OF THE BOARD OF DIRECTORS

This annual report of Energy Transition Partners B.V. (hereinafter referred to as "Energy Transition" or the "Company") for the year ended 31 December 2022 consists of the report of the board of directors of the Company (the "Board", the "Directors' Report" or the "Board Report"), including the responsibility statement and other mandatory statements by the Board and the financial statements of the Company (the "Financial Statements") and the accompanying notes (the "Annual Report").

ABOUT ENERGY TRANSITION PARTNERS B.V.

The Company was incorporated on 25 February 2021 under the name of EnTra Acquisition B.V. On 10 March 2021 the name of the Company was changed to Energy Transition Partners B.V. The Company has its registered office at Luna ArenA, Herikerbergweg 238, 1101 CM Amsterdam, the Netherlands.

The Company is a Special Purpose Acquisition Company (SPAC) with the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Target") (a "Business Combination") operating in the Energy Transition Sector that is headquartered or operating in Europe (including UK), although it may pursue a business combination opportunity in any geography, industry or sector. Energy Transition Sponsor LLP (the "Sponsor") is the Sponsor of the Company.

The Company was admitted to listing and trading on Euronext Amsterdam (the "Admission"), the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") on 19 July 2021 pursuant to a private placement (the "Private Placement" or "Offering") in which it raised EUR 175 million in gross proceeds (the "Proceeds") in accordance with the terms and conditions set out in the Company's prospectus which has been issued on 15 July 2021 (the "Prospectus"). The Company completed the Offering of 17,500,000 units (the "Units"), each consisting of one ordinary share (an "Ordinary Share") and one-third (1/3) of a warrant (a "Warrant" or "Public Warrant"), at a price of EUR 10.00 per Unit raising gross proceeds of EUR 175 million. Payment for the Ordinary Shares and the Public Warrants ("Settlement") took place on 21 July 2021 (the "Settlement Date").

Since the Settlement Date, the Company has been focusing on the selection of a potential target company for the initial Business Combination. The process is currently ongoing, and the Company has 24 months from the Settlement Date, plus an additional six months subject to approval by the General Meeting, to complete a Business Combination.

The Company's business strategy is to identify, combine with and maximise the value of a Target with operations in the Energy Transition Sector. In executing this strategy, the Company will look for a Target that (i) complements the experience of the Founders (ii) can benefit from the Founders' operating and financial expertise and (iii) represents a compelling investment opportunity for the Company and its investors.

If the Company identifies a suitable Target, the Company will enter into negotiations with the Target's current owners including, if appropriate, for the purpose of agreeing transaction documentation appropriate for the potential Business Combination.

Assuming the transaction documentation is agreed, the Company will convene an extraordinary shareholder meeting and propose the Business Combination to the Shareholders (the "Business Combination EGM"). The approval of the Business Combination will require a simple majority (over 50% of the votes cast on the Shares) approval of the General Meeting without any quorum requirement. Depending on the nature of the transaction, other resolutions may also need to be passed which could have a higher voting threshold and/or have a quorum requirement.

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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

If a proposed Business Combination is not approved at the Business Combination EGM, the Company may (i) provide notice of a subsequent General Meeting and submit the same proposed Business Combination for approval and (ii) seek other potential Targets, provided that the Business Combination must be completed prior to the Business Combination Deadline.

Upon completion of the Business Combination, the Company will repurchase Ordinary Shares held by Ordinary Shareholders that so wish, irrespective of whether and how they voted at the Business Combination EGM in accordance with the Redemption Arrangement.

The Company will publicly disclose material updates with respect to the transaction process leading up to the Business Combination, including the envisaged Business Combination Date. On the Business Combination Date, all documents will be signed and all such actions will be taken to legally complete the Business Combination. The Company will issue a press release to confirm that the Business Combination has been completed.

At the end of the financial year ending on 31 December 2022, the Company has not proposed a specific target company to the Business Combination EGM. The Company will continue its search for a proposed Business Combination with a target company to be completed before the Business Combination Deadline.

RESULT

The Company has suffered an after-tax loss of EUR 9,492,075 (2021: EUR 5,137,352) for the the year ended 31 December 2022. The Company has not recorded any operational revenues. The result is attributable to the operating costs and negative interest rates for large commercial deposits and to the recognition of the amortised cost impact of the redeemable Ordinary Shares and change in the fair value of the Founder Warrants and Public Warrants as derivative financial liabilities (pursuant to IAS 32) on the Company's balance sheet, which is expensed through the profit and loss and is a non-cash adjustment.

Over the course of the year ended 31 December 2022, the escrow account was subject to negative interest, initially at European Central Bank ("ECB") variable rate minus 15 bps and then to positive interest rates. As a result, the money held in the escrow account decreased to EUR 175,947,199 as at 31 December 2022 (2021: EUR 176,366,017).

STRUCTURE OF THE COMPANY

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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

CAPITAL STRUCTURE

According to the Articles, the issued capital of the Company may consist of Ordinary Shares (including the Founder Shares), the Founder Share F1 and the Company may issue Warrants and Founder Warrants.

The Company was incorporated with an issued share capital of EUR 62,500, consisting of 6,250,000 class A shares having a nominal value of EUR 0.01 each. These shares were converted into class B shares having a nominal value of EUR 0.01 each. An additional 3,750,000 class B shares were issued. The nominal value of each class B share in the capital of the Company was decreased from EUR 0.01 to EUR 0.0025. Each of these class B shares was converted into an ordinary share in the capital of the Company, and the nominal value of each such share was increased to EUR 0.01. Subsequently, various cancellations of in total 3,750,000 ordinary shares in the capital of the Company took place. As a result, on the date of the Prospectus, the issued share capital of the Company was EUR 43,750, consisting of 4,375,000 Founder Shares with a nominal value of EUR 0.01 each.

Set out below is an overview of the Company's share capital for the dates stated in the overview:

Class of Shares	Upon
	incorporation

At the date of	On the	On the
the Prospectus	Settlement	Settlement
	Date: Issued	Date: Issued
	share capital	and
		outstanding
		share capital (1)

Class A shares	6,250,000	-	-	-
Ordinary Shares	-	4,375,000	91,875,000	21,875,000
Of which Founder Shares	-	4,375,000	4,375,000	4,375,000
Founder Share F1(2)	-	-	1	1

1. Issued and outstanding share capital is excluding any Shares held in treasury. See below "Treasury Shares and Treasury Warrants".
2. There is a single Founder Share F1, which the Sponsor acquired in the Founder Private Placement. See below "Founder Share F1".

On 6 April 2022, it was announced that Carl-Peter Forster would step down from the board of the Company effective 30 April 2022, following his appointment as Chairman of Vesuvius PLC. Mr Forster served as a non-executive director from the 29 June 2021 until 30 April 2022. In connection with Mr Forster's resignation from the Board, Mr Forster and the Company have entered into an agreement for the acquisition by the Company of all of the 20,000 Ordinary Shares in the Company's capital held by Mr Forster, against an aggregate purchase price of EUR 200. The EUR 200 was paid to Mr Forster by the Company on 29 April 2022. As a result, as at 31 December 2022, the issued share capital of the Company was EUR 43,550, consisting of 4,355,000 Founder Shares with a nominal value of EUR 0.01 each. As at 31 December 2022, all Founder Shares were issued and fully paid up.

Ordinary Shares

The Ordinary Shares (for the avoidance of doubt, not including the Founder Shares) are issued in registered form and have been entered into the collective deposit (verzameldepot) and giro deposit (girodepot) as referred to in the Dutch Securities Giro Transactions Act (Wet giraal effectenverkeer). The Ordinary Shares are cleared through the book-entry facilities of Euroclear Nederland. The Ordinary Shares are listed and admitted to trading on Euronext Amsterdam under the symbol "ENTPA" and the ISIN NL0015000F82.

The Company maintains a separate share premium reserve in its books for the Ordinary Shares (excluding the Founder Shares) to which the holders of the Founder Shares are not entitled (the "Ordinary Share Premium Reserve"), which is for the exclusive benefit of the Ordinary Shareholders. Each payment on Ordinary Shares exceeding the nominal value of such Ordinary Shares shall be booked on the Ordinary Shares Premium Reserve. The Ordinary Shares will rank pari passu with each other and Ordinary Shareholders will be entitled to dividends and other distributions declared and paid on them, including distributions from the Ordinary Shares Premium Reserve.

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