Energy Transition Partners B : Halfjaarlijkse financiële verslaggeving

ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

INTERIM FINANCIAL REPORT

FOR THE PERIOD FROM

1 JANUARY 2023 TO 30 JUNE 2023

ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

CONTENTS
	Page
- Interim Board Report	3
- Unaudited condensed interim financial statements
Condensed interim statement of comprehensive income from 1 January 2023 to 30 June 2023	14
Condensed interim statement of financial position as at 30 June 2023	15
Condensed interim statement of changes in equity from 1 January 2023 to 30 June 2023	16
Condensed interim statement of cash flows from 1 January 2023 to 30 June 2023	17
Notes to the condensed interim financial statements	18

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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

INTERIM BOARD REPORT

This interim financial report of Energy Transition Partners B.V. (hereinafter referred to as "Energy Transition" or the "Company") for the period from 1 January 2023 to 30 June 2023 consists of the report of the board of directors of the Company (the "Board", and such report the "Interim Board Report"), including the responsibility statement and other mandatory statements by the Board and the condensed interim financial statements and the accompanying notes (the "Half-Year 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 the 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 initially had 24 months from the Settlement Date (the "Business Combination Deadline"), plus an additional six months subject to approval by the General Meeting, to complete a Business Combination.

At its annual general meeting held on 29 June 2023, the shareholders of the Company approved all proposed resolutions, including the extension of the deadline to complete a Business Combination by an additional six months - - such deadline is now 21 January 2024 (the "Business Combination Deadline").

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.

The Company will publicly disclose material updates with respect to the transaction process leading up to the Business Combination, including the envisaged completion date of the Business Combination (the "Business Combination Date"). On the Business Combination Date, all documents will be signed and all such actions will be taken to legally

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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

complete the Business Combination. The Company will issue a press release to confirm that the Business Combination has been completed.

At the end of June 2023, the Company has not proposed a specific target company to its shareholders. The Company will continue its search for a proposed Business Combination with a target company to be completed before the Business Combination Deadline.

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 Ordinary Shares, all being Founder Shares, with a nominal value of EUR 0.01 each.

In connection with the Offering, 87,500,000 Ordinary Shares were issued, 70,000,000 of which were held in treasury. As a result, as of the Settlement Date, the issued and outstanding share capital consisted of 21,875,000 Ordinary Shares, 4,3750,000 of which were Founder Shares.

In connection with Carl-Peter Forster's resignation from the Board effective 30 April 2022, Mr Forster and the Company 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.

On 15 June 2023, the Company announced the results of a repurchase offer pursuant to a "Repurchase Document" published by the Company on 5 June 2023 (the "Repurchase Offer"). The number of Ordinary Shares validly tendered for repurchase was 8,729,926, equating to EUR 87,761,073 of capital based on the offer price of EUR 10.0529 per Ordinary Share. Following settlement of the Repurchase Offer the number of Ordinary Shares issued and outstanding (excluding Founder Shares) was 8,770,074.

The repurchased Ordinary Shares will be held as treasury shares by the Company, pending reissue in connection with a potential future business combination.

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

Class of Shares	Upon	At the date of	On the	On the	On 30 June
	incorporation	the Prospectus	Settlement	Settlement	2023: Issued
			Date: Issued	Date: Issued	and
			share capital	and	outstanding
				outstanding	share capital
				share capital (1)	after
					repurchase
					offer (1)
Class A shares	6,250,000	-	-	-	-
Ordinary Shares	-	4,375,000	91,875,000	21,875,000	13,125,074
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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

Class of Shares	Upon	At the date of	On the	On the	On 30 June
	incorporation	the Prospectus	Settlement	Settlement	2023: Issued
			Date: Issued	Date: Issued	and
			share capital	and	outstanding
				outstanding	share capital
				share capital (1)	after
					repurchase
					offer (1)
Of which Founder	-	4,375,000	4,375,000	4,375,000	4,355,000
Shares
Founder Share F1(2)	-	-	1	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".

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.

Each Ordinary Share entitles its holder to the right to attend and to cast one vote at the General Meeting.

Warrants ("Warrants" or "Public Warrants")

Time of issuance, exercise and expiration

Warrants are listed and admitted to trading on Euronext Amsterdam under the symbol "ENTPW" and the ISIN NL0015000FD2.

Each whole Warrant entitles an eligible Warrant Holder to subscribe for one Ordinary Share for EUR 11.50 per Warrant, subject to certain adjustments, in accordance with the Warrant T&Cs. All Warrants will become exercisable in the period which begins 30 calendar days after the Business Combination Date and ends at the earliest occurrence of:

1. close of trading on Euronext Amsterdam (17:30 CEST) on the first Trading Day after the fifth anniversary of the Business Combination Date,
2. Liquidation (as defined below),
3. any liquidation of the Company in accordance with the regular liquidation process and conditions under Dutch law or
4. redemption of the Warrants (the "Exercise Period").

The Warrants are issued in registered form and have been entered into the collective deposit and giro deposit as referred to in the Dutch Securities Giro Transactions Act. Application has been made for the Warrants to be cleared through the book-entry facilities of Euroclear Nederland. The Warrants do not have a fixed price or value. The price of the Warrants will be determined by virtue of trading on Euronext Amsterdam.

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