Energy Transition Partners B : Convocation notice of the Annual General Meeting of Shareholders of Energy Transition Partners B.V.

Convocation notice of the Annual General Meeting of Shareholders of Energy Transition Partners B.V.

By way of this convocation notice, the board of directors (the "Board") of Energy Transition Partners B.V. ("Energy Transition Partners" or the "Company") invites its shareholders to the annual general meeting (the "AGM"), to be held at the office of the Company at Herikerbergweg 238, Luna ArenA, 1101 CM Amsterdam, the Netherlands on 29 June 2023 at 09.00 hours Central European Summer Time ("CEST").

Agenda

1. Opening
2. Annual Report 2022
3. 1. Management report for the year ending 31 December 2022 (discussion item)
   2. Remuneration report for the year ending 31 December 2022 (advisory vote)
   3. Proposal to adopt the financial statements for year ending 31 December 2022 (voting item)
4. Discharge of members of the Board
5. 1. Proposal to grant discharge to the executive directors of Energy Transition Partners (voting item)
   2. Proposal to grant discharge to the non-executive directors of Energy Transition Partners (voting item)
6. Re-appointmentof the external auditor for the year ending 31 December 2023 (voting item)
7. Proposal to extend the Business Combination Deadline (voting item)
8. Any other business
9. Closing

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Explanatory notes to the agenda

1. Opening
2. Annual Report 2022
   The Annual Report for the year ending 31 December 2022 has been made available on the Company's website at www.entpa.nl.

2.1. Management report for the year ending 31 December 2022 (discussion item)

The Board will give a presentation on the performance of the Company for the year ending 31 December 2022. The AGM will be invited to discuss the management report for the year ending 31 December 2022 as included in the Annual Report 2022.

2.2. Remuneration report for the year ending 31 December 2022 (advisory vote)

The Company has prepared the remuneration report for the year ending 31 December 2022. The remuneration report includes an overview of the individual remuneration of the members of the Board. It is proposed to the AGM to approve the remuneration report for the year ending 31 December 2022.

2.3. Proposal to adopt the financial statements for the year ending 31 December 2022 (voting item)

It is proposed to the AGM to adopt the financial statements of the Company for the year ending 31 December 2022 (the "Financial Statements").

3. Discharge of members of the Board

3.1. Proposal to grant discharge to the executive directors of the Company (voting item)

It is proposed to the AGM that the executive directors of the Company in office during the year ending 31 December 2022 shall be granted a discharge for the exercise of their duties, to the extent that the exercise of such duties appears from the Annual Report 2022 or has otherwise been disclosed to the AGM prior to the adoption of the Financial Statements.

3.2. Proposal to grant discharge to the non-executive directors of the Company (voting item)

It is proposed to the AGM that the non-executive directors of the Company in office during the year ending 31 December 2022 shall be granted a discharge for the exercise of their duties, to the extent that the exercise of such duties appears from the Annual Report 2022 or has otherwise been disclosed to the AGM prior to the adoption of the financial statements.

1. Re-appointmentof the external auditor for the year ending 31 December 2023 (voting item)
   Pursuant to Section 2:393 of the Dutch Civil Code, the AGM is authorized to instruct an external auditor to audit the Financial Statements. The Board has evaluated the activities performed for the Company by KPMG Accountants N.V. ("KPMG") following this evaluation, it is proposed by the Board to the AGM to extend the current external audit contract by one year, and to reappoint, in accordance with Section 2:393 of the Dutch Civil Code, KPMG as external auditor of the Company to audit the financial statements of the Company for the year ending 31 December 2023.
2. Proposal to extend the Business Combination Deadline (voting item)
   It is proposed to the AGM to extend the Business Combination Deadline with an additional six months. The prospectus for the Company's initial public offering dated 15 July 2021, provides that the Company has 24 months from the Settlement Date (i.e. 21 July 2021) plus an additional six months, subject to approval by the AGM, to complete a business combination. Since the Company became listed on Euronext Amsterdam on 21 July 2021, the Company has been searching for a target to consummate a business combination. During this period, the Company has investigated various potential targets. The Company remains confident that it will be able to complete a Business Combination with a suitable target, provided that the Business Combination Deadline is extended. If the extension is approved by the AGM, the Business Combination Deadline will be 21 January 2024.

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1. Any other business
2. Closing

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General information

The AGM is to be held on 29 June 2023 at 09.00 hours CEST, held at the office of the Company at Herikerbergweg 238, Luna ArenA, 1101 CM Amsterdam, the Netherlands.

Meeting documents

The agenda, explanatory notes thereto and the Annual Report 2022 (including the Financial Statements, management report, remuneration report and other information as referred to in Section 2:392 (1) of the Dutch Civil Code) as well as the other meeting documents are available on the Company's website (www.entpa.nl).

Admission to AGM

Persons who hold shares in the capital of the Company on 1 June 2023 after close of trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. (the "Record Date"), who are registered as such in one of the (sub)registers designated by the Board, are entitled to attend the AGM, provided that on such Record Date they have the right to attend and to speak at general meetings of the Company within the meaning of Section 2:227 of the Dutch Civil Code. Changes in shareholders after the Record Date have no influence as far as entitlement to attend the AGM is concerned. The designated (sub)registers are the administration records of the intermediaries within the meaning of the Securities Giro Act (Wet Giraal Effectenverkeer) and the shareholders' register of the Company.

Holders of book-entryshareswho wish to attend the AGM must register with ABN AMRO Bank N.V. ("ABN AMRO") (via www.abnamro.com/evoting) as from the Record Date and by no later than 22 June 2023 by 17.00 hours CEST.

The intermediaries must issue an electronic statement to ABN AMRO at the latest on 23 June 2023 by 14.00 hours CEST via www.abnamro.com/intermediarystating the number of shares that the shareholder holds at the Record Date and submitted for registration.

Shareholders who registered themselves and wish to attend the meeting must send an email to the Company ([e-mail]). They must notify the Company of this by no later than 23 June 2023, 10.00 hours CEST.

Holders of registered shareswill be approached by the Company individually. A written notification to attend the AGM must be received by the Company by email to [e-mail] by no later than 23 June 2023, 10.00 hoursCEST.

Exercise of voting rights in the AGM

Holders of book-entry shares who wish to participate in the voting process in the AGM can render their voting instructions electronically to ABN AMRO (via www.abnamro.com/evoting) as from the Record Date and by no later than 22 June 2023, 17.00 hours CEST. By doing so, voting instructions are given to IJ.C. van Straten, civil law notary in Amsterdam, the Netherlands, or his deputy or successor, with the power of substitution (the "Notary"), to cast a vote at the AGM in accordance with the instructions given.

Holders of both book-entry shares and registered shares may issue a written power of attorney to the Notary in the form available on the Company's website. The completed power of attorney must be sent to ABN AMRO by email ([e-mail]), and must be in the possession of ABN AMRO by no later than 22 June 2023, 17.00 hours CEST.

Questions

Shareholders have the opportunity to submit written questions relating to any of the agenda items prior to the AGM in the English language by email to [e-mail] before Friday 23 June 2023 at 11.00 hours CEST. The Company may summarise and bundle questions thematically or set further conditions to facilitate the smooth running of the AGM. Shareholders who have registered for the AGM may also ask questions during the AGM related to items on the agenda for the AGM. The responses to any such questions shall be published on the Company's website after the AGM.

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Number of outstanding shares

At the date of this notice for the AGM, the number of issued and outstanding shares in the capital of the Company is 17,500,000 ordinary shares, 4,355,000 founder shares and 1 founder share F1. Each ordinary share and founder share gives the holder thereof the right to cast one vote in the general meeting of the Company. The founder share F1 entitles the holder thereof to cast 4 votes for each issued and outstanding founder share on the Record Date, but the holder of the founder share F1 has agreed not to exercise the voting rights attached to the founder share F1.

Contact information:

Energy Transition Partners B.V. Herikerbergweg 238, Luna Arena

1101 CM Amsterdam, the Netherlands Email: [e-mail]

Website: www.entpa.nl

Stefan Simons

CFF Communications

T [phone] | M [phone]

E [e-mail]

Amsterdam, 16 May 2023

The Board

Energy Transition Partners B.V.

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