SPEAR Investments I B : QEV Shareholder Circular 1 August 2023

SPEAR Investments I B.V.

(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the

laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)

Shareholder Circular relating to the proposed combination with QEV Technologies S.L.

including

Convocation of and agenda for extraordinary general meeting of Shareholders of SPEAR Investments I B.V.

This document is a circular and a convocation (the Circular) relating to the definitive agreement SPEAR Investments I B.V. (the Company or SPEAR) has entered into with QEV Technologies S.L. (QEV) and the shareholders of QEV (the QEV Shareholders) (the Business Combination Agreement) pursuant to which QEV Shareholders shall exchange, or cause to exchange, all of the issued and outstanding shares in the capital of QEV (the QEV Shares) they directly or indirectly hold to SPEAR in return for 25.05556 ordinary shares in the capital of SPEAR (the Ordinary Shares) for each QEV Share exchanged (the Share Exchange). As a result of the Share Exchange, SPEAR will be the holding company of QEV, and the QEV Shareholders and the shareholders of SPEAR (the Shareholders) will be the joint shareholders of SPEAR (the Business Combination).

This Circular is not a prospectus for the purposes of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended and thus has not been approved by, or filed with, the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the AFM). This Circular does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, any security.

The convocation, including the agenda for the Company's extraordinary general meeting of the Shareholders of SPEAR, which will be held on 27 September 2023 (the EGM), is set out in section 3 of this document (the Convocation), and the explanatory notes to the agenda are set out in section 4 of this document. The agenda and explanatory notes thereto constitute an integral part of this Convocation.

This Circular, including the Convocation, is published electronically and in English only (with the exception of the New Articles, which will also be provided in Dutch).

This Circular is dated 1 August 2023

	TABLE OF CONTENTS
1.	Expected Timetable of Principal Events	2
2.	Letter to Shareholders	3
3.	Convocation and Agenda for Extraordinary General Meeting	5
4.	Explanatory Notes to the Agenda for the Extraordinary General Meeting	8
5.	Background to, and Rationale for, the Business Combination	17
6.	Business Combination	23
7.	Corporate Governance	38
8.	Taxation	66
9.	Risk Factors	78
10.	QEV's Business and Industry	111
11.	Current Shareholding Structure of QEV	126
12.	Financial Information of QEV	128
13.	Capitalisation and Indebtedness	149
14.	Other Important Information	152
15.	Defined Terms	155

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1. EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event		Date (Time)
Registration Date (record date for voting)		30 August 2023
Start registration period for the EGM		31 August 2023
Repurchase period starts		12 September 2023
Deadline for (i) registration for the EGM and (ii) submitting electronic voting		20 September 2023
instructions or proxies
Repurchase period ends		22 September 2023
Deadline for submitting questions regarding EGM agenda items		22 September 2023
Ex-distribution date		25 September 2023
Record date for distribution		26 September 2023
EGM		27 September 2023 at 15:00 CET
Repurchase of Ordinary Shares under the Revised Share Repurchase		29 September 2023
Arrangement
Completion of Business Combination		2 October 2023
Appointment of Board members becomes effective		2 October 2023
Conversion into an N.V.		2 October 2023
Payment of consideration for repurchased Ordinary Shares		3 October 2023
Start trading Ordinary Shares and Warrants under the name QEV N.V.		3 October 2023
Start Exercise period Warrants		9 October 2023

The dates and times given are based on the Company's current expectations and may be subject to change. Any revised dates and/or times will be notified to the Shareholders, by way of a press release published on the Company's website (www.spearinvestments.com).

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2. LETTER TO SHAREHOLDERS

Dear Shareholder,

On behalf of the Company, we are pleased to invite you to the EGM which is to be held on 27 September 2023 at 15:00 CET and to provide you with this Circular. Shareholders can attend the EGM in person at Keizersgracht 62, 1015 CT Amsterdam, the Netherlands. The EGM will also be webcast.

This meeting will also be considered a meeting of the holders of a particular class of shares for approval of the proposed resolutions by such holders of a particular class (to the extent required) as described under "Convocation and Agenda for Extraordinary General Meeting".

The purpose of this Circular is to ensure that the shareholders of the Company (the Shareholders) are adequately informed of the facts and circumstances relevant to the proposals on the agenda for the EGM. This should enable the Shareholders (to the extent they have voting rights in the General Meeting) to vote on the proposed resolutions, including amongst others, to (i) approve the Business Combination; (ii) appoint the members of the Board; (iii) adopt the remuneration policy for the Board; and (iv) resolve upon and authorise the amendments to the articles of association of the Company.

After careful consideration, the current board of SPEAR (the Board) considers that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, to be in the best interest of the Company and its stakeholders, including the Shareholders, for the reasons set out under "Background to, and Rationale for, the Business Combination - SPEAR's rationale for the Business Combination". The Board unanimously recommends the Business Combination Agreement and the Business Combination to you and since we cannot complete without the General Meeting's approval of the Business Combination (as described under "Business Combination - Principal Terms of the Business Combination - Conditions to Completion"), recommends that you vote in favour of the Business Combination, including the transactions contemplated by the Business Combination Agreement, and the other resolutions proposed for adoption at the EGM.

The key deal terms for the proposed Business Combination include:

• Pre-BusinessCombination equity value of QEV of approximately €185 million;
• The current one-tier board structure of the Company will continue. The Company will install certain new Executive Directors and Non-Executive Directors pursuant to, inter alia, the director nomination rights of the QEV Shareholders and the Promote Investors;
• After Completion and the conversion into an N.V., the Company is to be named QEV N.V.

Although we hope that the Shareholders will remain shareholders post-Business Combination, we are also providing Shareholders with the opportunity to have part or all of their Ordinary Shares repurchased subject to Completion (as described under "Business Combination - Description of the Business Combination Transaction - Revised Share Repurchase Arrangement") even if they vote in favour of the Business Combination in accordance with the timeline set out in the section titled "Expected Timetable of Principal Events".

This Circular provides detailed information on the proposed Business Combination and on a number of related matters. It begins with the convocation of the EGM and the agenda items and explanatory notes thereto, to be considered and voted upon at the EGM. It continues with a description of the background to and rationale for the Business Combination, followed by a more detailed description of the Business Combination. Thereafter, this Circular sets out the risk factors and a detailed description of QEV's business, its current shareholding structure and certain financial information.

We encourage you to read this Circular and the additional documentation referred to in it carefully. We hope you will agree with the recommendation of the Board to approve the Business Combination, including the transactions contemplated by the Business Combination Agreement, and the other resolutions proposed for adoption at the EGM.

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We value and thank you for your continued support and look forward to welcoming you to our EGM on 27 September 2023.

Yours sincerely,

The Board

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