West Street International Infrastructure Partners III AIV (II), L.P., West Street European Infrastructure Partners III AIV (II), L.P. and West Street Global Infrastructure Partners III AIV (II), L.P., all managed by West Street Capital Partners, Global Energy & Power Infrastructure Fund III, L.P. managed by Blackrock Alternatives Management, LLC, Ninteenth Investment Company L.L.C, Broad Street Credit Holdings Europe S.À R.L. and GLQ Holdings (Uk) Ltd (buyers) agreed to acquire Calisen plc (LSE:CLSN) from Kkr Evergreen Aggregator L.P., funds managed by BlackRock, Inc. (NYSE:BLK), Goldman Sachs International, certain Directors of Calisen and others for £1.4 billion on December 11, 2020. The cash consideration of £2.61 per share payable to Calisen Shareholders by the buyers under the terms of the acquisition will be financed by a combination of equity to be invested by Global Energy & Power Infrastructure Fund, Ninteenth and West Street International and £500 million term loan and revolving credit facilities to be provided under a Facilities Agreement arranged by National Westminster Bank Plc, BNP Paribas Fortis SA-NV and Goldman Sachs International. On December 17, 2020, West Street International Infrastructure Partners III AIV (II), L.P., West Street European Infrastructure Partners III AIV (II), L.P. and West Street Global Infrastructure Partners III AIV (II), L.P., all managed by West Street Capital Partners, Global Energy & Power Infrastructure Fund III, L.P. managed by Blackrock Alternatives Management, LLC, Ninteenth Investment Company L.L.C, Broad Street Credit Holdings Europe S.À R.L. and GLQ Holdings (Uk) Ltd signed facilities agreement Crédit Agricole Corporate and Investment Bank as an additional mandated lead arranger and additional original lender. The buyers intend to delist Calisen post completion of the transaction and re-register it as a private company. Following the Scheme becoming effective, the buyers intend that Calisen will continue to operate as a standalone group.

The non-executive Directors of Calisen intend to resign as Directors of Calisen with effect from the scheme becoming effective. Calisen will continue to operate from its current headquarter in Greater Manchester. The transaction is subject to approval from 75% shareholders of Calisen, sanction of the scheme by court, regulatory approvals from European Commission, State Administration for Market Regulation of the Peoples Republic of China, Turkish Competition Board, Antimonopoly Committee of Ukraine and the foreign investment regime in Australia. January 21, 2021, the European Commission has approved the transaction. The transaction has been unanimously recommended by the Board of Calisen. Calisen Directors holding approximately 0.9% stake and KKR Evergreen holding approximately 72.8% stake in Calisen have given irrevocable undertakings to vote in favor of transaction. As of February 9, 2021, the State Administration for Market Regulation ("SAMR") of the People's Republic of China has decided not to conduct further review of the Acquisition under the Anti-monopoly Law of the PRC. The Acquisition has therefore been approved by SAMR without any conditions. Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions to the Acquisition, including the Anti-trust Conditions relating to Turkey and Ukraine, the approval of the Scheme at the Court Meeting and the passing of the Resolution at the General Meeting of Calisen, in each case by the requisite majority, and the sanction of the Scheme by the Court. The transaction was approved by the shareholders of Calisen on February 11, 2021. Calisen announced that the resolutions proposed at the Court Meeting and General Meeting were duly passed by the requisite majorities on February 11, 2021. As of February 12, 2021, the Turkish Competition Board has approved the transaction without any conditions. As on February 19, 2021, Antimonopoly Committee of Ukraine has approved the Acquisition. The Scheme Sanction Hearing is due to be held on March 16, 2021. As of February 24, 2021, the Scheme Sanction Hearing has been re-scheduled and will be held on March 11, 2021. The transaction is expected to complete in April 2021. The scheme is expected to be effective on March 17, 2021, De-listing of Calisen Shares is expected on March 18, 2021. As of February 24, 2021, the Long Stop Date has been set as September 30, 2021 and delisting is expected on March 15, 2021. As on March 11, 2021, the scheme remains conditional on, and will become effective upon, the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on March 12. 2021.

Chris Emmerson, Luisa Leyenaar, Olaf Nordmeyer and Rachana Harrington of Goldman Sachs International acted as financial advisor while Clifford Chance LLP acted as legal advisor to buyers. Sian Evans, Peter Brown, Martin Weltman and Thomas Bective of Citigroup Global Markets Limited and Anthony Parsons, Mark Dickenson, Adam Miller, Alex Thomas and Nagib Ahmad of HSBC Bank plc acted as financial advisors to Calisen. Ben Perry and Andrew Thomson of Sullivan & Cromwell LLP acted as legal advisor to West Street Capital Partners. Freshfields Bruckhaus Deringer LLP acted as legal advisor to Mubadala, parent of Ninteenth Investment Company. Claire Coppel and Richard Browne of Allen & Overy LLP acted as legal advisors to Calisen.

West Street International Infrastructure Partners III AIV (II), L.P., West Street European Infrastructure Partners III AIV (II), L.P. and West Street Global Infrastructure Partners III AIV (II), L.P., all managed by West Street Capital Partners, Global Energy & Power Infrastructure Fund III, L.P. managed by Blackrock Alternatives Management, LLC, Ninteenth Investment Company L.L.C, Broad Street Credit Holdings Europe S.À R.L. and GLQ Holdings (Uk) Ltd (buyers) completed the acquisition of Calisen plc (LSE:CLSN) from Kkr Evergreen Aggregator L.P., funds managed by BlackRock, Inc. (NYSE:BLK), Goldman Sachs International, certain Directors of Calisen and others on March 12, 2021. The transaction received court approval on March 11, 2021.