Climate Transition Capital Acquisition I B : CTCA1 AGM 2022 Minutes

CLIMATE TRANSITION CAPITAL ACQUISITION I B.V.

COMPANY REGISTRATION NUMBER 82671788 (THE "COMPANY")

Minutes of The Annual General Meeting of Shareholders of the Company, registered in Amsterdam, held on

30 June 2022 at 14.30 CEST at Basisweg 10, Amsterdam, The Netherlands and via webcast

Members of the Board: Marieke Bax (Chair), Robin Duggan, David Buzby, Joris Rademakers, Shaun Kingsbury, David Crane, David Tuohy and Lisa McDermott

1. OPENING

The Chair welcomes everybody and opens the meeting at 14.30 CEST. The Chair informs the meeting that in view of COVID-19 measures and travel restrictions, the AGM is hybrid with on premises access and virtual access by means of an audio webcast to facilitate shareholder participation. The meeting is organised in such a way that the interests of the shareholders are safeguarded and facilitated.

The following people are present: Mr Joris Rademakers (executive director), Mr Robin Duggan (executive director), Mr David Crane (non-executive director), Mr David Tuohy (non-executive director) and Ms Lisa McDermott (non-executive director) are together with the Chair in person. Mr David Buzby (executive director) and Mr Shaun Kingsbury (non-executive director), are participating in the Annual General Meeting virtually. Jan Hendriks from Deloitte Accountants B.V., is present in person in connection with the audit of the Company, in accordance with the Dutch Corporate Governance Code. Furthermore, Sjoerd Buijn, the civil law notary overseeing the meeting is present in person as well.

The Chair gives some brief opening remarks on the last 12 months, noting that we have seen successive crises from extreme weather conditions, increased cost of living and foremost, Russia's invasion of Ukraine, all of which have called more urgently for an accelerated energy transition.

Since the Company's listing in June 2021, the sixth report has been published by the UN's Intergovernmental Panel on Climate Change (IPCC), which was signed off by 234 scientists from more than 60 countries. The report warned that the world is likely to reach 1.5°C of warming within 20 years, even in a best-case scenario of deep cuts in greenhouse gas emissions. The report states that, even with rapid emissions cuts, temperatures would continue to rise until at least 2050 and lead to further extreme weather events. It concluded that without immediate, rapid, and large-scale reductions in emissions, curbing global warming to either 1.5°C or even 2°C above pre-industrial levels by 2100 would be beyond reach. UN secretary-general António Guterres described the conclusions as "a code red for humanity".

To underscore this message from the IPCC, we saw the effects of human-driven climate change most vividly last the summer: Europe recorded its hottest-ever temperature in August. 2022 has already brought powerful floods, wildfires, and unusually early heat waves around the world. In Europe, extreme heat has hit Spain and France for a second time this year, with temperatures reaching highs not normally recorded until July and experts warning that summer heatwaves are happening earlier and more often.

This past winter, millions of families across Europe faced the misery of rising household bills, particularly food, fuel and electricity, and the difficult choices these present. Electricity prices increased in all European countries bar two, reaching a record weighted average price of €0.24 per KWh. As a result of this, governments have introduced a range of measures including price caps, household subsidies, fuel tax rebates, grants, and loans. Nonetheless, more pain is expected this coming winter.

Overall inflation in Europe reached a record of 8.1% in May, up from 7.4% in each of the previous two months, with the biggest increase coming from energy prices. The ECB expects inflation to remain

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above its 2% target until well into 2024 and announced earlier this month that it will lift interest rates for the first time in over a decade.

Russia's invasion of Ukraine will also have significant ramifications in multiple areas of our lives and, in particular, has brought a tipping point to Europe's transition away from fossil fuel dependency. While the energy transition directly addresses climate change and lowers energy bills, it importantly also provides energy independence. Notable recent announcements to accelerate the energy transition include the European Commission's REPowerEU initiative, which sets out measures to deliver at least the annual equivalent of 155 billion cubic metres of imports of Russian gas, ending Europe's dependence on Russia completely by 2027. In the short term, the initiative targets a reduction in fossil gas consumption of 100 billion cubic metres by the end of 2022, with domestic initiatives such as energy efficiency, solar rooftops and heat pumps playing a major role. Longer term, the EU's Solar Rooftop Initiative is proposing a mandate to install rooftop solar on all new-build commercial and public buildings by 2027, and for all new-build residential buildings by 2029.

While the fundamentals of the energy transition become stronger and more urgent with each new challenge we face - and the need for new capital accelerates - equity markets remain volatile as investors consider the outlook for inflation, interest rates and economic growth. Although capital market conditions are currently challenging, the Company's set of energy transition opportunities looks ever more compelling. The team has broad and deep engagement with high-quality climate leaders and has calibrated its focus on those companies most suited to the present challenges, businesses that provide concrete energy transition solutions. The Chair concludes her opening remarks by noting her hope that the Company will capitalise on the experience, skills and reach of the team, the support of its advisers, its investor relationships and its climate mission.

The Meeting of Shareholders was convened in accordance with the Company's articles of association. The notice convening the meeting was published on 26 April 2022. The agenda, explanatory notes to the agenda and other relevant information were also available on the Company's website free of charge from the same date. The record date was 2 June 2022, in line with the statutory term of 28 days prior to this meeting. The Chair then confirmed that the notice to convene this AGM has been given with due observance of all legal and statutory requirements and that therefore this AGM is qualified to take legally binding decisions.

Voting for this hybrid Annual General Meeting was possible by written or electronic proxy including voting instructions and granting shareholder votes to the notary, as independent party. The meeting is recorded solely with the purpose of drawing up the minutes.

At this meeting, 12,960,024 shares, being 8,219,774 ordinary shares and 4,740,250 sponsor shares, are represented, being 54.68% of the issued share capital eligible to vote. The notary received proxies and voting instructions for a total of 12,960,024 shares, being 54.68% of the issued share capital eligible to vote. The notary will supervise whether the conduct of this meeting is in line with all regulatory and statutory requirements.

Shareholders had the opportunity to submit questions on the agenda items upfront via e-mail. No questions were submitted upfront and as noted, no shareholders have registered to attend this meeting in person or virtually.

2. 2021 ANNUAL REPORT

Item 2a) Report of the Board for the financial year 2021

The Chair gives the floor to Robin Duggan for a presentation about the financial year 2021. Robin Duggan starts by discussing the Company's mission and the fact that decarbonisation of the global

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economy must accelerate to meet the Paris Agreement goals. Current initiatives require huge amounts of capital and there is a significant opportunity to deploy capital across climate related sectors.

In reviewing the breakdown of global CO2 emissions and identifying sectors which require intervention, there has been significant progress in the decarbonisation of energy supply with the growth of renewables, but this only represents 20% of global emission. A further approximately 50% of global emissions are associated with industrial activity, which is the Company's focus area. In particular, the Company is focussed on 'hard to abate' sectors, where the challenge of reducing emissions is yet to be solved, and where there is a need and opportunity to supply the capital which the companies aiming to solve this issue require. About 95% of private capital which is currently available to the climate transition sector is being invested solely in renewable infrastructure, and there are few public market vehicles available for investing in the climate transition. The Company's mission is to mobilise larger amounts of capital to invest in the hard to abate sectors mentioned.

Robin Duggan then states that the Company is actively continuing its search for a business combination and has identified a database of over 400 companies across a variety of industries. Robin Duggan reiterates the Company's key search criteria, against which potential target opportunities are assessed. The Company's aim is to identify a disruptive, climate transition pioneer, which is a leader with a distinct market position or technology. It is important that the target company has an experienced and capable management team, together with the potential for value creation for investors. The Company is also focussed on identifying target opportunities which have reached a 'tipping point', where the underlying technology or model is proven, demand is increasing, and the target's growth is expanding. Robin Duggan explains that these criteria are being used to screen large numbers of companies and engage in normally bilateral discussions with some of them. As interesting target opportunities are prioritised, shortlisted companies are reviewed as part of the Company's investment committee process. The Company currently has an active pipeline of twenty to thirty businesses which we are assessing.

Public markets are currently challenging, with three broad trends which have continued since the Company's listing last year. There has been a shift in investor focus from earlier stage, higher growth businesses with unproven technology to more mature, value-added businesses. COVID-19 has caused tremendous fluctuations and inflationary pressures across the global economy. The impact of the Ukraine invasion has resulted in reduced public market investor appetite but has also reinforced the urgent need to shift away from fossil fuels and decarbonise global industries for environmental and energy security reasons. Robin Duggan further explained that whilst public markets are subdued, the Company sees continued investor interest in the climate transition sector and the opportunity to acquire the right target opportunity.

The Company listed on Euronext Amsterdam on 30 June 2021 raising EUR189.6million. The proceeds from the IPO are held in escrow. EUR10.5million was raised through the issuance of sponsor warrants, of which EUR2million has been set aside in escrow to cover negative interest, with the balance available to cover the Company's IPO and operating costs during the search for a business combination target. The IPO and operating costs incurred by the Company during the financial year 2021 totalled EUR6.4million. This resulted in a post-tax loss of EUR6.6million for the 8 months ended 31 December 2021.

Item 2b) Remuneration report for the financial year 2021 (advisory vote)

The Chair explained that in accordance with the Dutch Civil Code, the 2021 remuneration report will be presented for an advisory vote. The following gross annual fees were paid to the members of the Board in the financial year 2021:

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•	Ms Marieke Bax	€12,405
•	Mr Joris Rademakers	€50,000
•	Mr David Buzby	€37,216
•	Mr Robin Duggan	€37,216
•	Mr David Crane	€24,811
•	Mr Shaun Kingsbury	€24,811
•	Mr David Tuohy	€9,924
•	Ms Lisa McDermott	€9,924

Except for relocation costs paid to Mr Rademakers in relation to his relocation to the Netherlands and as outlined in the remuneration report, the Company does not pay any other form of remuneration. The Company does not have a remuneration committee.

The Chair noted that there are no questions about agenda item 2b), the remuneration report as included in the 2021 Annual Report is submitted to the General Meeting of Shareholders for an advisory vote.

Following confirmation from the notary of the voting instructions received, the Chair confirm that the total aggregate votes cast in relation to this agenda item are as follows: 12,849,278 votes were cast in favour, no votes against and 110,746 votes abstained. The Chair then concluded that this agenda item has been adopted unanimously.

1. PROPOSAL TO ADOPT FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2021 (RESOLUTION)
   The Chair: this is a voting item. The financial statements for the year ended 31 December 2021 have been prepared by the Company and audited by Deloitte Accountants B.V. Deloitte issued an unqualified audit opinion on the financial statements. The Chair noted that Jan Hendriks, partner responsible for the audit by Deloitte Accountants B.V. is in attendance in order to address any questions on the audit opinion which has been issued.
   The Chair noted that there are no questions about this agenda item.
   Following confirmation from the notary of voting instructions received, the Chair confirmed that the total aggregate votes cast in relation to this agenda item are as follows: 12,849,278 votes were cast in favour, no votes against and 110,746 votes abstained. The Chair then concluded that this agenda item has been adopted unanimously.
2. DISCHARGE OF BOARD FROM LIABILITY FOR THE EXERCISE OF THEIR RESPECTIVE DUTIES
   The Chair: This agenda item comprises two voting items: the release from liability of the executive members of the Board and of the non-executive members of the Board. This release from liability relates to information resulting from the Financial Statements for the year 2021 or otherwise known to the General Meeting of Shareholders before the financial statements were adopted.
   The proposals to release the executive members of the Board and the non-executive members of the Board from liability for the exercise of their respective duties are separate agenda items. The Chair noted that there are no questions about this agenda item.

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Item 4a) Proposal to discharge the executive members of the Board from liability

Following confirmation from the notary of voting instructions received, the Chair confirmed that the total aggregate votes cast in relation to this agenda item are as follows: 12,709,020 votes were cast in favour, 110,746 votes against and 140,258 votes abstained. The Chair concluded that this agenda item has been adopted by majority of 99.14%.

Item 4b) Proposal to discharge the non-executive members of the Board from liability

Following confirmation from the notary of voting instructions received, the Chair confirmed that the total aggregate votes cast in relation to this agenda item are as follows: 12,709,020 votes were cast in favour, 110,746 votes against and 140,258 votes abstained. The Chair concluded that this agenda item has been adopted by majority of 99.14%.

1. PROPOSAL TO APPOINT THE EXTERNAL AUDITOR FOR 2022
   The Chair: Pursuant to Section 2:393 of the Dutch Civil Code, the General Meeting of Shareholders charges an external auditor with the task of auditing the financial statements. The Board have evaluated the activities performed for the Company by Deloitte Accountants B.V. It is apparent that Deloitte Accountants B.V. is capable of forming an independent judgment concerning all matters that fall within the scope of its auditing task; there is a good balance between the effectiveness and efficiency of their actions, for example in relation to auditing costs, risk management and reliability. On this basis, the Board proposes to reappoint Deloitte Accountants B.V with the auditing of the financial statements for the financial year 2022.
   The Chair noted that there are no questions about this agenda item.
   Following confirmation from the notary of voting instructions received, the Chair confirmed that the total aggregate votes cast in relation to this agenda item are as follows: 12,849,278 votes were cast in favour, no votes against and 110,746 votes abstained. The Chair then conclude that this agenda item has been adopted unanimously.
2. ANY OTHER BUSINESS
   The Chair: there are no questions.
3. CLOSE
   After the Chair thanks everybody for their participation, the Meeting is closed at 15.10 CET.
   …………………………………. Chair

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