ESG Core Investments B : AGM 2023 Agenda & Explanatory Notes

ESG Core Investments B.V.

Agenda

ESG Core Investments B.V. (ESG or the Company) invites its shareholders to its Annual General Meeting of Shareholders to be held at the head office of ESG (Oldenzaalsestraat 500, 7524 AE Enschede, the Netherlands) on Thursday 16 February 2023 at 10:00 (CET) (the AGM). The language of the meeting will be in English.

1. Opening
2. Annual Report 2022
3. 1. Report of the Management Board for the financial year 2022
   2. Remuneration report for the financial year 2022 (advisory vote)
4. Proposal to adopt the financial statements for the financial year 2022 (resolution)
5. Discharge from liability
6. 1. Proposal to discharge the members of the Management Board from liability for the financial year 2022 (resolution)
   2. Proposal to discharge the members of the Supervisory Board from liability for the financial year 2022 (resolution)
7. Proposal to dissolve (ontbinden) the Company in accordance with its articles of association and section 2:19 of the Dutch Civil Code, and to appoint Infestos Sustainability B.V. as custodian of the books and records of the Company in accordance with article 2:24 of the Dutch Civil Code (resolution).
8. Full and final discharge from liability
9. 1. Proposal to fully and finally discharge the members of the Management Board from liability, in anticipation of the dissolution of the Company pursuant to item 5 (resolution)
   2. Proposal to fully and finally discharge the members of the Supervisory Board from liability, in anticipation of the dissolution of the Company pursuant to item 5 (resolution)
10. Any other business
11. Closing

Explanatory notes to the agenda

1. Annual Report 2022
2. 1. Report of the Management Board for the financial year 2022
      The Management Board will give a presentation on the performance of the Company in 2022. Subsequently, the AGM will be invited to discuss the Report of the Management Board for the financial year 2022. Reference is made to the Annual Report 2022.
   2. Remuneration report for the financial year 2022 (advisory vote)
      The Company has drawn up the remuneration report for the financial year 2022, including an overview of remuneration to individual members of the Management Board and the Supervisory Board, in accordance with the statutory requirements. It is proposed to approve the remuneration report for the financial year 2022 (advisory vote).
      Please refer to the remuneration report as included in the Annual Report 2022.
3. Proposal to adopt the financial statements for the financial year 2022 (resolution)
   The Management Board, with the approval of the Supervisory Board, proposes to the AGM to adopt the Financial Statements for the financial year 2022, as included in the Annual Report 2022.
   The loss as shown in the Financial Statements for the financial year 2022, amounts to EUR 2.8 million and will be charged at the other reserves.
4. Discharge from liability
5. 1. Proposal to discharge the members of the Management Board from liability for the financial year 2022 (resolution)
   2. Proposal to discharge the members of the Supervisory Board from liability for the financial year 2022 (resolution)

It is proposed that the members of the Management Board and the members of the Supervisory Board be released from liability for the exercise of their respective duties, insofar as the exercise of such duties is reflected in the Annual Report 2022 or information is otherwise disclosed to the AGM prior to the adoption of the Financial Statements for the financial year 2022. The proposals to release the members of the Management Board and the members of the Supervisory Board from liability for the exercise of their respective duties are separate agenda items.

4. Proposal to dissolve (ontbinden) the Company in accordance with its articles of association and section 2:19 of the Dutch Civil Code, and to appoint Infestos Sustainability B.V. as custodian of the books and records of the Company in accordance with article 2:24 of the Dutch Civil Code (resolution).

In accordance with the prospectus published by the Company on 11 February 2021 (the Prospectus), if no Business Combination is completed by the Business Combination Deadline (both as defined in the Prospectus), the Company is required to convene a general meeting for the purpose of adopting a resolution to dissolve and liquidate the Company, it being noted for information purposes that, in such instance, the distribution of the Company's assets and the allocation of any liquidation surplus shall be completed, after payment of the Company's creditors and settlement of its liabilities, in accordance with the Liquidation Waterfall (as defined in the Prospectus).

At the date of the AGM, which coincides with the Business Combination Deadline, no Business Combination may have been completed.

It is therefore proposed to dissolve the Company in accordance with its articles of association and section 2:19 of the Dutch Civil Code. The AGM is not requested to appoint a liquidator. The Management Board members will be charged with effecting the liquidation of ESG's affairs, and the Supervisory Board members will be charged with the supervision thereof. The date on which the liquidation process will commence is the first business day after the AGM, being 17 February 2023.

It is further proposed to appoint Infestos Sustainability B.V. as custodian of the books and records of the Company in accordance with article 2:24 of the Dutch Civil Code.

For more information on the proposed liquidation please refer to the press release published by the Company on the date hereof.

5. Full and final discharge from liability

1. Proposal to fully and finally discharge the members of the Management Board from liability, in anticipation of the dissolution of the Company pursuant to resolution 4 (resolution)
2. Proposal to fully and finally discharge the members of the Supervisory Board from liability, in anticipation of the dissolution of the Company pursuant to resolution 4 (resolution)

It is proposed that the members of the Management Board and the members of the Supervisory Board be fully and finally released from liability for the exercise of their respective duties. The release from liability will take place on the basis of information provided to the AGM, including the convocation materials in respect thereof, and press releases by the Company. The proposals to fully and finally release the members of the Management Board and the members of the Supervisory Board from liability for the exercise of their respective duties are separate agenda items.