Approval of a €250M Capital Increase with Preferential Subscription Rights supported by TCC

Voting results of the Mixed General Meeting held on 15 June 2023

Paris, 15.06.2023 – The Mixed General Meeting of NHOA S.A. (“NHOA” or the “Company”), global player in energy storage and e-mobility, active in the construction of the largest fast and ultra-fast charging infrastructure in Southern Europe, whose securities are admitted to trading on the regulated market of Euronext Paris (NHOA.PA), was held today, on 15 June 2023 at 10:30am CEST in 25 rue de Marignan – 75008 Paris, France.

The shareholders’ meeting approved a resolution granting the Board of Directors authority to decide a €250m capital increase with preferential subscription rights[1].

As indicated in the 1 May 2023 press release, available on the corporate website in the section dedicated to investors, NHOA proposed two possible funding avenues to its shareholders: a €250m “green” convertible bond or a rights issue. As indicated in the press release, TCC has abstained from voting on resolution n°22 pertaining to the “green” convertible bond, therefore putting in the hands of the minority shareholders the decision to pursue this route or not. This resolution was rejected and therefore the Company will implement resolution n°21, pertaining to the rights issue, which was approved, with TCC’s vote.

TCC will subscribe at least 75% of this rights issue, to achieve a successful transaction, with total consideration received by NHOA of not less than €250m. The rights issue is expected to be launched as soon as technically feasible.

The proceeds will be devoted to fund the 10x growth of NHOA Energy and the accelerated roll-out of Atlante, that already reached over 50% of the 2025 targets.

Trading of the NHOA shares on the regulated market of Euronext in Paris was suspended this morning, pending the publication of the shareholders’ meeting results. It will resume tomorrow morning.

The shareholders were convened to vote on the following resolutions:

• Resolution n°1: Approval of the individual financial statements of the Company for the financial year ended on 31 December 2022 and discharge to the members of the Board of Directors;

• Resolution n°2: Approval of the consolidated financial statements of the Company for the financial year ended on 31 December 2022;

• Resolution n°3: Allocation of the results of the financial year ended on 31 December 2022;

• Resolution n°4: Regulated agreements referred to under Articles L. 225-38 et seq. of the French Commercial Code;

• Resolution n°5: Approval of the expenses and charges referred to under Article 39,4° of the French General Tax Code;

• Resolution n°6: Determination of the attendance fees allocated to the members of the Board of Directors;

• Resolution n°7: Renewal of Mrs. Veronica Vecchi as member of the Board of Directors;

• Resolution n°8: Renewal of Mr. Luigi Michi as member of the Board of Directors;

• Resolution n°9: Renewal of Mrs. Chen Ming Chang as member of the Board of Directors;

• Resolution n°10: Renewal of Mrs. Chia Jou Lai as member of the Board of Directors;

• Resolution n°11: Renewal of Mrs. Feng Ping Liu as member of the Board of Directors;

• Resolution n°12: Approval of the compensation policy applicable to all of the Company’s corporate officers (mandataires sociaux) for the 2023 financial year;

• Resolution n°13: Approval of the compensation policy applicable to the Chairman of the Board of Directors for the 2023 financial year;

• Resolution n°14: Approval of the compensation policy applicable to the Chief Executive Officer for the 2023 financial year;

• Resolution n°15: Approval of the compensation policy applicable to the members of the Board of Directors for the 2023 financial year;

• Resolution n°16: Approval of the overall compensation and benefits of any kind paid or granted to the corporate officers (mandataires sociaux) for the 2022 financial year;

• Resolution n°17: Approval of the overall compensation and benefits of any kind paid or granted to the Chief Executive Officer for the 2022 financial year;

• Resolution n°18: Approval of the overall compensation and benefits of any kind paid or granted to the members of the Board of Directors for the 2022 financial year;

• Resolution n°19: Authorisation granted to the Board of Directors to purchase shares of the Company under a share repurchase program;

• Resolution n°20: Delegation of authority granted to the Board of Directors to reduce the Company’s share capital by cancelling the Company’s own shares under the conditions provided for in Articles L.22-10-62 et seq. of the French Commercial Code;

• Resolution n°21: Delegation of authority granted to the Board of Directors to increase the Company’s share capital by issuing ordinary shares or securities giving access to share capital with preferential subscription rights;

• Resolution n°22: Delegation of authority granted to the Board of Directors to increase the share capital by issuing bonds convertible into new ordinary shares of the Company without preferential subscription rights and for the benefit of a category of persons;

• Resolution n°23: Delegation of authority granted to the Board of Directors to issue, without preferential subscription rights, ordinary shares and/or securities for the benefit of employees and officers of the Company and employees of related companies, beneficiaries of a company savings plan (Articles L.3332-1 et seq. Labour Code)

• Resolution n°24: Authorization granted to the Board of Directors to allocate existing or new free shares for the benefit of executive officers and employees of the Company or its subsidiaries;

• Resolution n°25: Powers for formalities.

The shareholders’ attendance was as follows:

Thus, the quorum reached was of 82.91%.

The results of the vote are as follows:

All the proposed resolutions were approved by the shareholders, with the exception of resolution n°22.

[1] The 21st resolution grants authority to the Board of Directors to conduct a rights issue of up to €330m, but, as indicated in the 1 May 2023 press release and in the Report of the Board of Directors to the shareholders’ meeting, the rights issue will be for €250m only.