Untitled

Annual report for the period

from date of incorporation

on 21 January to 31

December 2021

Contents

Report of the Management Board

Report of the Supervisory Board

Consolidated Financial Statements

Company Financial Statements

Other Information

Report of the Management Board

This annual report of ESG Core Investments B.V. (ESG Core Investments or the Company) for the

financial year ended 31 December 2021 consists of the report of the management board of the Company

(the Management Board), including the responsibility statement and other mandatory statements by the

Management Board, the report of the supervisory board (the Supervisory Board), and the Consolidated

Financial Statements and the accompanying notes.

General

ESG Core Investments B.V. is a private limited liability company incorporated under Dutch law (besloten

vennootschap met beperkte aansprakelijkheid), with its statutory seat in Amsterdam, the Netherlands. ESG

Core Investments was admitted to listing and trading on Euronext Amsterdam on 12 February 2021

pursuant to an initial public offering (IPO) in which it raised €250 million in gross proceeds (the Proceeds).

ESG Core Investments is a Special Purpose Acquisition Company (SPAC) and aims to unlock a unique

investment opportunity in Europe within industries that benefit from strong Environmental, Social and

Governance (ESG) profiles. The aim is to identify and acquire a stake in a company with a clear ESG focus

in the core of its business, that is preferably headquartered in North-Western Europe and is enjoying a

strong competitive position within its industry, ideally based on unique technology.

Since the IPO, we have been focusing on finding the right target company for our SPAC. Whilst we have

reviewed, and are reviewing, multiple potential target companies, at the date of this annual report, we have

not yet selected a target company that could be proposed to the BC-EGM (as defined below). We will

continue our search for a business combination with a target company to be completed within the 24-month

period from settlement date, being 16 February 2023 (the Business Combination Deadline) as

announced in the prospectus relating to the IPO dated 11 February 2021 (the Prospectus).

The resolution to effect a Business Combination shall in any event require the prior approval by a majority

of at least 70% of the votes cast at the extraordinary general meeting of the Company (the BC-EGM) subject

to a valid quorum consisting of at least half of the Ordinary Shares (as defined below) being represented,

provided that if such quorum is not met, the Company is entitled to convene a second meeting where no

quorum shall apply.

ESG Core Investments suffered an after-tax loss of €3.1 million over the period from 21 January 2021 (date

of incorporation of ESG Core Investments B.V.) until 31 December 2021. ESG Core Investments has not

recorded any operational revenues. The result is attributable to the negative interest rate payable on the

Escrow Account (see below) plus a change in the market value of the warrants and office expenses

(including a portion of the IPO transaction costs). Due to this negative interest, the Proceeds held in escrow

have marginally decreased to €249.5 at 31 December 2021.

About ESG Core Investments B.V.

Capital structure

At incorporation, the Company issued 5,000,000 ordinary shares, each with a nominal value of €0.01, to

Infestos Sustainability B.V. (the Sponsor). Prior to settlement of the IPO these ordinary shares became

founder shares and the number of founder shares has been increased to 6,250,000, each with a nominal

value of €0.01. The Sponsor holds all of the founder shares. In case of a successful Business Combination,

each founder share will convert into one ordinary share.

Upon completion of the IPO, the Company issued 25,000,000 units for a price of €10 per unit. Each unit

consists of (i) one ordinary share with a nominal value of €0.01 per share (the Ordinary Shares); and (ii)

one-eighth (0.125) market warrant that has been allotted concurrently with, and for, each corresponding

Ordinary Share (such market warrants, the IPO-Market Warrants) and, following completion of the

Business Combination, one-eighth (0.125) market warrant shall be allotted for each Ordinary Share that is

held by a holder of Ordinary Shares on the day that is two trading days after the date of completion of the

Business Combination (such market warrants, the BC-Market Warrants, and together with the IPO-Market

Warrants, the Market Warrants). Consequently, the Company issued 25,000,000 Ordinary Shares and

6,250,000 Market Warrants in aggregate. Each of the Market Warrants will be exercisable after completion

of the Business Combination. Furthermore, the Company issued 4,166,666 founder warrants at a price of

€1.50 per founder warrant (the Founder Warrants) to the Sponsor, exercisable after completion of the

Business Combination. Each whole Market Warrant or Founder Warrant entitles the holder thereof to

exercise such warrant into an ordinary share at an exercise price of €11.50. The Sponsor has the option to

exercise the Founder Warrants on a cashless basis in which case it would receive a certain amount of

Ordinary Shares based on the fair market value of the Ordinary Shares without being obliged to pay cash,

as further set out in the Prospectus. .

Furthermore, the Sponsor purchased 1,500,000 units (consisting of 1,500,000 Ordinary Shares, 187,500

IPO-Market Warrants and 187,500 BC-Market Warrants) at the settlement date of the IPO as a cornerstone

investment for a total consideration of €15 million on the terms and conditions as set out in the Prospectus.

If the Company does not complete a business combination within 24 months from the settlement date of

the IPO (the Business Combination Deadline), the Company shall, within no more than three months

after such 24-month period, convene a general meeting for the purpose of adopting a resolution to dissolve

and liquidate the Company and to delist the Ordinary Shares and Market Warrants. In the event of a

liquidation, the distribution of the Company’s assets and the allocation of the liquidation surplus shall be

completed, after payment of the Company’s creditors and settlement of its liabilities, in accordance with the

rights of the Founder Shares and the Ordinary Shares and in accordance with a pre-determined order of

priority. There will be no distribution of proceeds or otherwise with respect to any of the Market Warrants

or the Founder Warrants, and all such Market Warrants and Founder Warrants will automatically expire

without value upon occurrence of such a liquidation. These conditions indicate the existence of a material

uncertainty, which may cast significant doubt about the company’s ability to continue as a going concern.

Escrow

100% of the Proceeds are held on an escrow account as described in the Prospectus. The escrow account

is subject to a negative interest rate of 0.4% in the first year and 0.5% in the second year.

Costs

The Sponsor has provided €6.25 million to ESG Core Investments through the purchase of Founder

Warrants to cover the costs (the Costs Cover) for the IPO and as initial working capital of ESG Core

Investments (i.e. costs relating to the search for a business combination and other running costs). The

offering expenses and the initial working capital will be fully at risk for the Sponsor in the event no successful

Business Combination is completed by the Business Combination Deadline.

Management Structure

The Company maintains a two-tier board structure consisting of the Management Board and the

Supervisory Board. The Management Board is responsible for the Company’s day-to-day management,

which includes, among other things, formulating the strategies and policies and setting and achieving the

Company’s objectives. The Supervisory Board supervises and advises the Management Board. Each

Managing Director and Supervisory Director has a duty to the Company to properly perform the duties

assigned to each member and to act in the Company’s corporate interest. Under Dutch law, the corporate

interest extends to the interests of all the Company’s stakeholders, including the Company securities

holders, creditors and employees. In addition to the Management Board and the Supervisory Board, the

Company has an Audit Committee, which exercises the duties as prescribed in the Decree establishment

audit committee in organisations of public interest (Besluit instelling auditcommissie bij organisaties van

openbaar belang). The Management Board and the Supervisory Board are jointly responsible for the

governance structure of the Company. As at the date of this annual report, the provisions in Dutch law,

which are commonly referred to as the "large company regime" (structuurregime), do not apply to the

Company. The Company does not intend to voluntarily apply the "large company regime".

The Management Board

Mr Frank van Roij and Mr Hans Slootweg are the managing directors (bestuurders) of ESG Core

Investments.

Mr F.C.P. (Frank) van Roij (born 1982, Dutch) is a managing director since incorporation of the Company.

Since 2015 Mr Frank van Roij works at Infestos Nederland B.V. (Infestos) (which is an affiliate of the

Sponsor) where he currently holds the role of investment director. Mr Frank van Roij’s expertise is in

supporting companies on areas including strategy, (international) business development, sales and

marketing and investor communication. Mr Frank van Roij played an instrumental role in the value creation,

related to, amongst others, the abovementioned areas of support, of Infestos’ portfolio companies including

Alfen, Verwater and NX Filtration. Prior to joining Infestos, Mr Frank van Roij worked as strategy consultant

at Booz & Company (currently Strategy&, part of the PwC network) (2007-2015). Mr Frank van Roij holds

a master’s degree in civil engineering from Delft University of Technology in Delft, the Netherlands and a

bilingual (English and Spanish) MBA degree from IESE Business School in Barcelona, Spain.

Mr J.G. (Hans) Slootweg (born 1979, Dutch) is a Managing Director of the Company since incorporation

of the Company. Since 2014, Mr Hans Slootweg works at Infestos (which is an affiliate of the Sponsor),

where he currently holds the role of investment director. Mr Hans Slootweg’s expertise is in supporting

companies on areas including technology, R&D, finance and accounting. Mr Hans Slootweg played an

instrumental role in the value creation, related to, amongst others, the abovementioned areas of support,

of Infestos’ portfolio companies including Alfen, Verwater and NX Filtration. Prior to joining Infestos, Mr

Hans Slootweg worked as manager at Scotch & Soda (2012-2014) and as senior manager at KPMG (2003-

2012). Mr Hans Slootweg is a certified public accountant (CPA) and holds a master’s degree in accountancy

from Nyenrode University in the Netherlands.

Background and Strategy

The Company intends to apply the following guidelines for selecting and evaluating prospective target

businesses (these guidelines together the Target Business Profile):

a) the Company will seek to obtain a majority (or otherwise controlling) stake in a single target business

that is preferably headquartered in (North-Western) Europe, but could have either global or European

operations, by means of a (legal) merger, share exchange, share purchase, contribution in kind, asset

acquisition or combination of these methods;

b) the Company’s efforts in identifying a prospective target business will focus on, but will not be limited to,

companies with a clear ESG focus in their core business (e.g. in their products and/or services offering),

which contributes to the objectives of one or more Sustainable Development Goals, as set by the United

Nations General Assembly in 2015 (the UN SDGs);

c) the Company will seek to obtain a majority (or otherwise controlling) stake in a single target business (i)

enjoying a strong competitive position within its industry, which is ideally based on unique technology (e.g.

unparalleled technological features in products and/or services offerings), (ii) with a proven business model,

(iii) with high top-line growth and (iv) for a consideration of a substantial amount of the Proceeds;

d) the Company will also focus on a target business that is likely to gain from and be tangibly improved by

leveraging the collective operating, strategic and technical expertise, extensive networks, insights, hands-

on mentality and expertise from the Management Board and the Sponsor;

e) the Company may seek to complete the Business Combination with a company or target business that

may be in its early stages of development or growth and have a negative underlying EBITDA, but in such

case, would, according to the Company, have an outlook of profitable growth; and

f) the Company will not pursue a Business Combination with a financial institution (financiële instelling), an

investment institution (beleggingsonderneming) or a company active in the weapons, tobacco, alcohol,

adult entertainment, gambling, fast food or fossil fuel sectors.

These guidelines that the Company will consider are not intended to be exhaustive. Any evaluation relating

to the merits of a particular acquisition will be based, to the extent relevant, on some or all of the above

factors as well as other considerations deemed relevant to the Company’s business objectives by the

Management Board. For reasons of transparency, the Company elects to disclose the Target Business

Profile as set out above. Such disclosure is without prejudice to the fact that the Company explicitly retains

the flexibility to propose to its Ordinary Shareholders a Business Combination with a target business that

does not meet one or more of the criteria, provided that the Company will not seek to invest in multiple

targets at the same time in the context of the Business Combination. See also Risk Factors - Because the

Company is not limited to a particular industry, sector or any specific target businesses with which to pursue

the Business Combination, you will be unable to ascertain the merits or risks of any particular target

business’ operations. The Company’s search for suitable target businesses is expected to result in a large

pool of potentially suitable targets.

Progress

Throughout 2021, the Management Board has assessed a wide variety of companies in multiple sectors,

mainly across EV, Energy Transition, Clean Water and Sustainable Food. The Management Board sources

leads to potential target companies from e.g. their own network, the Supervisory Board, investment banks,

inbounds and the broader advisory network. The Management Board keeps a ‘’long-list’’ of potential target

companies and is currently in (early-stage) discussions with, or conducts preliminary due diligence on, a

few of them. The focus of ESG Core remains on niches or unique technologies and it will always seek to

form a Business Combination with a target company at an acceptable valuation for our shareholders.

Outlook

At the end of the financial year ending on 31 December 2021, the Company has not proposed a specific

target company to the BC-EGM. ESG Core Investments will continue its search for a proposed Business

Combination with a target company to be completed before the Business Combination Deadline. ESG Core

Investments will pursue a sound investment for its shareholders.

Financial developments 2021

The Company listed on Euronext Amsterdam on 12 February 2021 raising €250 million from a diversified

investor base. Some of the financial highlights as at 31 December 2021 are:

◼ Escrow account plus bank account balance: € 250.6 million

◼ Trading price Ordinary Shares: € 9.63 (closing price)

◼ Trading price Market Warrants: € 0.653 (closing price)

The Company did not generate any revenues in the financial year 2021. The expenses incurred by the

Company in the financial year 2021 include amongst others transaction costs, audit and advisory cost,

management fee, bank costs and negative interest. This has resulted in an after-tax loss of €3.1 million

over the period from 21 January 2021 (date of incorporation of ESG Core Investments B.V.) until 31

December 2021. The result is attributable to the negative interest rate payable on the Escrow Account (see

below) plus a change in the market value of the warrants and office expenses (including a portion of the

IPO transaction costs). Due to the negative interest, the Proceeds held in escrow have marginally

decreased to €249.5 million at 31 December 2021.

Corporate Social Responsibility

The Company aims to complete a Business Combination with a target business with a clear ESG focus in

its core business that aims to contribute to the objectives of one or more Sustainable Development Goals,

as set by the United Nations General Assembly in 2015 (the UN SDGs). Within this context, the Company

sees an increased focus on sustainability and impact to achieve the UN SDGs. This focus is driving various

attractive and high-growth business opportunities that can contribute to the solution of complex global

challenges, e.g. transitioning to sustainable energy, access to clean water, quality health services,

education and reskilling, industrial innovation, reduction of waste and fighting climate change.

In identifying a prospective target business for the Company, the Management Board will amongst others

use the lens of the UN SDGs, which reflect social and environmental trends that are re-shaping the world.

The Management Board believes that the most successful companies of the next decade will find scalable

solutions to challenges that contribute to positive outcomes and unlock lasting economic value. The

Management Board believes that by investing in a more inclusive and sustainable future, a company can

consistently create both long-term economic value and measurable societal impact.

Research and Development

Due to the nature of the Company as a SPAC it does not conduct any research and development activities.

Risks and Uncertainties

Below is a summary of our risks, particularly as a SPAC prior to the completion of a Business Combination,

our risk appetite, the likelihood and potential impact thereof. Further reference is made to the description

of risks relating to the Company included in the Prospectus, particularly risks that may be of relevance to

the Company after the completion of a Business Combination and risks relating to our securities. Additional

risks not known to us, or currently believed not to be material, could later turn out to have a material impact

on our business, revenue, assets, liquidity, capital resources or net income. The Company’s risk

management objectives and policies are consistent with those disclosed in the Prospectus.

Risk category

Risk description

Risk appetite

Likelihood

Potential impact

Strategic

The Company may face

significant competition

for Business

Combination

opportunities

High

Strategic

There is no assurance

that the Company will

identify suitable

Business Combination

opportunities by the

Business Combination

Deadline

Low

Medium

High

Strategic

The ability of the

Company to negotiate a

Business Combination

on favorable terms could

be affected by the

limited time to complete

the Business

Combination

Low

Medium

Financial

The Company will be

constrained by the

potential need to finance

repurchases of Ordinary

Shares in connection

with a Business

Combination

Low

Medium

Financial

The Company may need

to arrange third-party

financing and there can

be no assurance that it

will be able to obtain

such financing, which

could compel the

Company to restructure

or abandon a particular

Medium

proposed Business

Combination

Financial

If the proceeds from the

sale of the Founder

Warrants are insufficient

to allow the Company to

operate for at least until

the Business

Combination Deadline, it

could limit the amount

available to fund the

Company’s search for a

target business and the

Company may be

unable to complete a

Business Combination

Low

Medium

Operational

The Company’s success

is dependent upon a

small group of

individuals and other key

personnel

High

Low

Operational

The Company’s search

for a target business

may be materially

adversely affected by

the coronavirus (COVID-

19) pandemic as well as

other adverse global

health events

Medium

Operational

Harm to the reputation

of the Company, the

Sponsor (or any of its

affiliates) or the

Managing Directors may

materially adversely

affect the Company

Low

High

To the extent possible, for each risk factor described below, we set out how we believe we mitigate these

risks. However, we may not be successful in deploying some or all of these mitigating actions effectively. If

circumstances occur or are not sufficiently mitigated, our business, financial condition, results of operations

and prospects could be material adversely affected. In addition, risks and uncertainties could cause actual

results to vary from those described, which may include forward-looking statements, or could impact our

ability to meet our objectives or be detrimental to our financial condition or reputation.

The Company may face significant competition for Business Combination opportunities

There may be significant competition in some or all of the Business Combination opportunities that the

Company may explore. Such competition may for example come from strategic buyers, sovereign wealth

funds, other SPACs and public and private investment funds, many of which are well established and have

extensive experience in identifying and completing acquisitions and business combinations. A number of

these competitors may possess greater technical, financial, human and other resources than the Company.

Furthermore, these competitors may be able to facilitate a more expedited acquisition process as they,

unlike the Company, may not require the approval of a shareholders’ meeting of a publicly listed company.

Any of these or other factors may place the Company at a competitive disadvantage in successfully

negotiating or completing an attractive Business Combination.

This risk is mitigated by the fact that the Sponsor has extensive experience in investing in ESG growth

companies, the Sponsor is highly regarded in the capital markets and has obtained a strong track-record,

visibility and reputation in the energy transition and water markets in particular, which provide the Company

with a competitive advantage in identifying acquisition opportunities to complete the Business Combination.

The Management Board is furthermore supported by the efforts of an active Supervisory Board.

There is no assurance that the Company will identify suitable Business Combination opportunities

by the Business Combination Deadline

The success of the Company’s business strategy is dependent on its ability to identify sufficient suitable

Business Combination opportunities. The Company believes it is appropriately prepared to find a suitable

Business Combination opportunity. However, the Company cannot estimate how long it will take to identify

suitable Business Combination opportunities or whether it will be able to identify any suitable Business

Combination opportunities at all by the Business Combination Deadline. If the Company fails to complete

a proposed Business Combination, it may be left with substantial unrecovered transaction costs, potentially

including substantial break fees, legal costs or other expenses. Furthermore, even if an agreement is

reached relating to a target business, the Company may fail to complete such Business Combination for

reasons beyond its control. Any such event will result in a loss to the Company of the related costs incurred,

which could materially adversely affect subsequent attempts to identify and acquire a stake in another target

business. Moreover, if the Company fails to complete the Business Combination by the Business

Combination Deadline, it will liquidate and distribute the amounts then held in the Escrow Account, after

payment of the Company’s creditors and settlement of its liabilities. In such circumstances, there can be no

assurance as to the particular amount or value of the remaining assets at such future time of any such

distribution either as a result of costs from an unsuccessful Business Combination or from other factors,

including disputes or legal claims which the Company is required to pay out, the cost of the liquidation and

dissolution process, applicable tax liabilities or amounts due to third-party creditors.

The Company believes that the long-standing presence, reputation, visibility, operational experience and

extensive network of relationships in the ESG arena developed by (affiliates of) the Sponsor, as well as the

Managing Directors and Supervisory Directors, including in themes such as energy transition, clean

technology, water technology and sustainability sectors should provide the Company with an advantage in

accessing Business Combination opportunities in this space and allow therefore unique access to off-

market transactions (i.e. transactions that involve a target business that is not widely known in the market

to be available for acquisition) prior to the Business Combination Deadline.

This (financial) risk for our shareholders is largely mitigated by the fact that the Company holds € 250 million

(less negative interest) in an escrow account, which can only be released upon meeting strict requirements.

Furthermore, the Company has raised proceeds from the sale of the Founder Warrants amounting to €6.25

million, which is considered to be sufficient to cover working capital and other running costs and expenses.

If no Business Combination is completed, the exposure of Ordinary Shareholders is generally limited to the

negative interest incurred by the Company over the amounts held in the Escrow Account and, if any, costs

that are not covered by the Costs Cover.

The ability of the Company to negotiate a Business Combination on favorable terms could be

affected by the limited time to complete the Business Combination

Sellers of potential target businesses are most likely aware that the Company must complete a Business

Combination by the Business Combination Deadline, or it will wind up and liquidate. Consequently, such

target businesses may obtain leverage over the Company in negotiating a Business Combination, knowing

that if the Company does not complete a Business Combination with that particular target business, the

Company may be unable to complete a Business Combination with any target business. This risk will

increase as the Company gets closer to the Business Combination Deadline. This could affect the ability of

the Company to negotiate a Business Combination on favorable terms and disadvantage the Company

against other potential buyers. As a consequence, the Company may be unable to complete a Business

Combination.

To mitigate this risk, the Company is committed to complete a Business Combination rather sooner than

later, but it will not compromise on key deal terms solely because of the limited time left to complete a

Business Combination. The Managing Directors view time pressure not to be a significant determining

factor for their decisions in identifying and selecting a target business.

The Company will be constrained by the potential need to finance repurchases of Ordinary Shares

in connection with a Business Combination

The Company may only proceed with a Business Combination if it can confirm that it has sufficient financial

resources to pay the cash consideration required for such Business Combination plus all amounts due to

the Ordinary Shareholders who voted against the Business Combination at the BC-EGM and exercise their

right to sell their Ordinary Shares to the Company (the Dissenting Shareholders). Considering a Business

Combination only requires a majority of at least 70% of the votes cast at the BC-EGM subject to the

Business Combination Quorum, such Business Combination could be approved with Dissenting

Shareholders representing up to 30% of votes cast at the BC-EGM. Under such circumstances, financing

the repurchase of Ordinary Shares held by Dissenting Shareholders could constrain the amount the

Company is able to pay in acquiring the target business.

If the Company would be able to propose a potential Business Combination to the BC-EGM, the Company

will seek to mitigate this risk by working with multiple scenarios in its discussions with potential target

companies and will generally seek Ordinary Shareholders’ concessions, under strict wall-crossing

procedures, prior to formally proposing a potential Business Combination to the BC-EGM.

The Company may need to arrange third-party financing and there can be no assurance that it will

be able to obtain such financing, which could compel the Company to restructure or abandon a

particular proposed Business Combination

Although the Company has not yet identified any specific prospective target business and cannot currently

predict the amount of additional capital that may be required, the €250 million and the proceeds from the

sale of the Founder Warrants in combination with its possible repurchase obligations vis-à-vis Dissenting

Shareholders, may not be sufficient to complete the Business Combination. If the Company has insufficient

funds available, the Company may be required to seek additional financing by issuing new equity or debt

securities or securing debt financing. The Company may not receive sufficient support from its existing

shareholders to raise additional equity, and lenders may be unwilling to extend debt financing to the

Company on attractive terms, or at all. To the extent additional financing is necessary to complete a

Business Combination and such financing remains unavailable or only available on terms that are

unacceptable to the Company, the Company may be required to either restructure or abandon the proposed

Business Combination, or proceed with the Business Combination on less favorable terms, which may

reduce the Company’s return on investment.

If the Company would be able to propose a potential Business Combination to the BC-EGM, the Company

will seek to mitigate this risk by generally seeking Ordinary Shareholders’ concessions, under strict wall-

crossing procedures, prior to formally proposing a potential Business Combination to the BC-EGM.

Generally, the Company aims to complete a Business Combination that does not require additional

financing, but if it does, it would conduct a comprehensive analysis in close consultation with investment

banks on the feasibility of an equity raise or debt financing prior to proposing the Business Combination

opportunity to the BC-EGM.

If the proceeds from the sale of the Founder Warrants are insufficient to allow the Company to

operate for at least until the Business Combination Deadline, it could limit the amount available to

fund the Company’s search for a target business and the Company may be unable to complete a

Business Combination, in which case the Ordinary Shareholders may receive €10.00 per Ordinary

Share, or less than such amount, and the Market Warrants will expire worthless

The Company believes that the remaining proceeds from the sale of the Founder Warrants will be sufficient

to allow the Company to operate for at least until the Business Combination Deadline. However, the

Company cannot assure any investor in the Company that its estimate is accurate. Of the funds available

to it, the Company could use a portion to pay fees to investment banks, consultants and lawyers to assist

the Company with its search for a target business. If the Company would enter into a letter of intent where

the Company will pay for the right to receive exclusivity from a target business and were subsequently

required to forfeit such funds, the Company might not have sufficient funds to continue searching for, or

conduct due diligence with respect to, a target business. If the Company is required to seek additional

capital in such a case, the Company would need to borrow funds from the Sponsor or any of its affiliates

as the Company does not believe other third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in the Escrow Account. None of the Sponsor or any of its

affiliates is under any obligation to advance funds to the Company and the Company may not be able to

raise additional financing from unaffiliated parties necessary to fund the Company’s costs and expenses. If

the Company is unable to complete a Business Combination because the Company does not have sufficient

funds available to it, the Company will be forced to cease operations and liquidate. Consequently, the

Ordinary Shareholders may receive €10.00 per Ordinary Share minus the Negative Interest per Ordinary

Share, or less in certain circumstances, upon the liquidation and the Market Warrants will expire worthless.

The Company’s success is dependent upon a small group of individuals and other key personnel

The Company’s success depends, in part, on the performance of a small group of individuals, including in

particular the Managing Directors Mr Frank van Roij and Mr Hans Slootweg. They each possess significant

experience in targeting potential business opportunities. They are of key importance for the identification of

potential Business Combination opportunities and to complete the Business Combination. However, the

Company does not have an employment agreement with, or key-man insurance on the lives of, any of the

Managing Directors. The loss of any of these individuals could materially adversely impact the Company’s

business, its business relationships, its reputation and its ability to complete a Business Combination.

This risk is mitigated by the fact that the Company has a pro-active Supervisory Board. The members

thereof, Mr Erwin Riefel (Chairman), Ms Anja Vijselaar, Mr Hugo Peek and Mr Richard Govers (Vice-

chairman) are very well placed to supervise the Company and its affairs, and the completion of a Business

Combination in particular. The Company is furthermore supported by the Sponsor and its managers under

a consultancy agreement under which they provide advisory and consulting services, including those

related to financial and organisational matters.

The Company’s search for a target business may be materially adversely affected by the

coronavirus (COVID-19) pandemic as well as other adverse global health events

The COVID-19 pandemic has resulted, and other adverse global health events could result, in widespread

health crises that could adversely affect the economies and financial markets worldwide (including (North-

Western) Europe), and the Company’s search for a target business. The COVID-19 pandemic has resulted

in governments globally implementing numerous measures in an attempt to contain the spread of the

COVID-19 pandemic, such as travel bans and restrictions, curfews, quarantines, lock downs and the

mandatory closure of certain businesses.

Prior to the Business Combination, as part of the fair determination of the consideration for a target

business, and as part of evaluating the risks associated with such a target business, the Company will

endeavor to take into account (as much as possible) the financial and operational performance, and overall

resilience of the target business in light of the ongoing spread of COVID-19. However, past performance of

a target business is not a guarantee of future success and the Company cannot offer any assurance that a

target business that has previously performed well compared to businesses that have been materially and

adversely affected by the consequences of COVID-19, would not be materially and adversely affected by

the continued outbreak of COVID-19 or other adverse global health events.

Furthermore, the Company may be unable to complete a Business Combination if continued concerns

relating to COVID-19 restrict travel, or limit the ability to have meetings or conduct due diligence, with

potential business targets, if vendors and services providers are unavailable to negotiate and complete a

transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn. The extent to which

COVID-19 impacts the search for a Business Combination will depend on future developments, which are

highly uncertain and cannot be predicted, including new information which may emerge concerning the

severity of the COVID-19 pandemic, the emergence of variants of concern, the speed of the roll-out of

vaccinations and the actions to contain the COVID-19 pandemic or treat its impact, among others. If the

disruptions caused by the outbreak of COVID-19 or other adverse global health events continue or become

worse within the period from the date of this annual report until the Business Combination Deadline, the

Company’s ability to complete a Business Combination, or the operations of a target business with which

the Company ultimately completes a Business Combination, may be materially adversely affected.

Harm to the reputation of the Company, the Sponsor (or any of its affiliates) or the Managing

Directors may materially adversely affect the Company

The ability of the Company to complete a Business Combination and to perform its operations is in part

dependent on the reputation of the Sponsor (and any of its affiliates) and the Managing Directors. The

Sponsor and the Managing Directors cannot offer any assurance that they will not be exposed to

reputational risks resulting from events, including but not limited to, litigation, allegations of misconduct or

other negative publicity or press speculation, which, whether or not accurate, may harm their reputation

and, ultimately, the reputation of the Company and its competitiveness compared to other SPACs and may

have a material adverse effect completing a Business Combination.

Risk management and control systems

The Management Board is responsible for the control environment, including risk management and internal

control systems in order to properly manage the strategic, operational and other risks and uncertainties that

could have a material adverse effect on the Company’s business and day-to-day operations. The applicable

risks and uncertainties for the Company are evaluated on a periodic basis by the Management Board and

discussed with the Supervisory Board.

The Company considers the risk of fraud and other dishonest activities within the Company to be limited

inter alia because it does not have any employees that may enrich themselves by misappropriating

resources and the Company does not engage with customers. Moreover, the proceeds from the IPO are

held on an escrow account and may only be released under very strict conditions amongst which the

approval of an independent civil law notary. The Company has a set of internal control measures and

compliance policies, including amongst others, an authorization policy, sufficient level of segregation of

duties, approval of bank payments, and a reporting and monitoring framework.

In accordance with best practice 1.4.3 of the Dutch Corporate Governance Code, the Management Board

is of the opinion that, to the best of its knowledge:

◼ the report of the Management Board provides sufficient insights into any deficiencies in the

effectiveness of the internal risk and control systems, and no deficiencies in the effectiveness of the

internal risk and control systems have been identified;

◼ the internal risk management and control systems of the Company provide reasonable assurance

that the financial reporting as included in the financial statements do not contain any material

inaccuracies;

◼ there is a reasonable expectation that the Company will be able to continue its operations and meet

its liabilities for at least twelve months, therefore, it is appropriate to adopt the going concern basis

in preparing the financial reporting; and

◼ there are no material risks or uncertainties that could reasonably be expected to have a material

adverse effect on the continuity of the Company’s operations in the coming twelve months.

Dutch Corporate Governance Code

The Company is subject to the Dutch Corporate Governance Code. The Dutch Corporate Governance

Code is based on a "comply or explain" principle. The deviations from the Dutch Corporate Governace

Code are:

Best practice provision 2.1.6: diversity

The Supervisory Board presently does not meet the prescribed ratio between male and female members.

When the members of the Supervisory Board were selected, the Company could only find one female that

met the requirements for a position on the Supervisory Board. The Company fully recognises the benefits

of having a diverse Supervisory Board, but it is of the opinion that the current composition of the Supervisory

Board does not impact its functioning.

Best practice provision 2.1.8: independence of Supervisory Directors

One Supervisory Director, Mr Erwin Riefel, is not considered independent pursuant to best practice

provision 2.1.8, more specifically sub (iii) and sub (vii) thereof. He had an important business relationship

with companies associated with the Company in the year prior to his appointment. Mr Erwin Riefel is a

representative of the Sponsor as he holds a management position at Infestos, which holds more than 10%

of the issued and outstanding share capital of the Company. He has extensive deal sourcing experience

with a deep network of senior level contacts and has a strong understanding of key ESG markets. As such,

the Company considers it to be important that Mr Erwin Riefel is part of the Supervisory Board.

Best practice provision 2.1.9: independence of the chairman of the Supervisory Board

Although Mr Erwin Riefel is not considered independent within the meaning of best practice provision 2.1.8,

Mr Erwin Riefel was appointed chairman of the Supervisory Board, as he turned out to be best equipped to

fulfil this role.

Best practice provision 2.3.10: Secretary to the Supervisory Board

Until a Business Combination is concluded, the Supervisory Board has no need for a Secretary to the

Supervisory Board.

Best practice provision 3.3.3: Shares held by a Supervisory Director in the company on whose supervisory

board they serve should be long-term investments

The securities of the Company indirectly held by Supervisory Director Mr Erwin Riefel, are not necessarily

held on behalf of him as long-term investments as his investment horizon shall be determined following

completion of the Business Combination. This is partly inherent to the fact that it is uncertain that Mr Erwin

Riefel will remain a Supervisory Director of the Company after completion of the Business Combination.

Furthermore, the Company considers the fact that Mr Erwin Riefel’s indirectly held securies do not have a

strict long-term investment horizon to be in line with market practice for SPACs.

Best practice provision 4.3.3: cancelling the binding nature of a nomination or dismissal

The general meeting may pass a resolution to suspend or remove a Managing Director or a Supervisory

Director other than pursuant to a proposal by the Supervisory Board by two-thirds of the votes cast

representing at least half of the Company's issued capital. This quorum condition exceeds the threshold of

one-third of the Company’s issued capital, as set out in the Dutch Corporate Governance Code, but is

allowed under the Dutch Civil Code. Furthermore, if such quorum is not met, the Company is not entitled

to convene a second meeting where no quorum shall apply. The Company believes it is of key importance

to apply the maximum allowed threshold in this regard, in accordance with the Dutch Civil Code, to ensure

that the composition of the Management Board and Supervisory Board remains intact as much as possible

given the nature of the SPAC, at least until the Business Combination Deadline.

Takeover Directive (Article 10)

In the context of the EU Takeover Directive (Article 10) Decree, the following notifications must be given

insofar as they are not included in this annual report.

Limitations on the transfer of shares

The Company has not imposed any limitations on the transfer of its shares and therefore there are no

outstanding or potential protection measures against a takeover of control of the Company.

The Sponsor is bound by a contractual lock-up undertaking with respect to the Founder Shares, Founder

Warrants, the Ordinary Shares obtained by it as a result of converting Founder Shares and exercising

Founder Warrants, and the Ordinary Shares and Market Warrants, which undertakings are set out in the

Prospectus.

Substantial holdings

The Company and its shareholders are not subject to the substantial shareholdings and voting rights

notification obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Material Subsidiaries

The Company does not have any subsidiary. For purposes of the consolidated financial statements, the

Company consolidates Stichting ESG Core Investments Escrow, as further explained in the consolidated

financial statements.

Special controlling rights

No special controlling rights are attached to the shares in the Company.

System of control for equity incentive plans

The Company does not have any equity incentive plans.

Limitations on voting rights

Each share confers the right to cast one vote. The voting rights attached to the shares in the Company are

not restricted, and neither are the terms in which voting rights may be exercised restricted. The Sponsor

will be entitled to cast a vote on any of its Ordinary Shares at the BC-EGM, including on a resolution to

effect a Business Combination. The Sponsor entered into a relationship agreement with the Company dated

11 February 2021, pursuant to which the Sponsor has undertaken it will not cast a vote on any of its Founder

Shares at the BC-EGM on a resolution to effect a Business Combination.

Appointment and dismissal of Management Board members and Supervisory Directors and amendment of

the Articles of Association

The general meeting appoints the Managing Directors. A resolution of the general meeting to appoint a

Managing Director can be adopted by two-thirds of the votes cast representing at least half of the

Company's issued capital. If such quorum is not met, the Company is not entitled to convene a second

meeting where no quorum shall apply.

The Articles of Association provide that a Managing Director may be suspended or dismissed by the general

meeting at any time. A resolution of the general meeting to suspend or dismiss a Managing Director can

be adopted by two-thirds of the votes cast representing at least half of the Company's issued capital. If such

quorum is not met, the Company is not entitled to convene a second meeting where no quorum shall apply.

A Managing Director may also be suspended by the Supervisory Board. A suspension by the Supervisory

Board may, at any time, be discontinued by the general meeting.

The Articles of Association provide that the number of Managing Directors is determined by the Supervisory

Board after consultation with the Management Board, but there will be at least two Managing Directors.

The Supervisory Board Rules provide that the Supervisory Board must consist of a minimum of three and

a maximum of five members. The exact number of Supervisory Directors shall be determined by the

Supervisory Board. As of the date of this annual report, the Supervisory Board consists of four members.

Only natural persons may be appointed as Supervisory Directors.

According to the Articles of Association, the Supervisory Board must prepare a profile (profielschets) for its

size and composition, taking account of the nature and activities of the business, the desired expertise and

background of the Supervisory Directors, the desired mixed composition and the size of the Supervisory

Board and the independence of the Supervisory Directors. The Company’s diversity policy should also be

taken into account.

The general meeting appoints the Supervisory Directors. A resolution of the general meeting to appoint a

Supervisory Director can be adopted by two-thirds of the votes cast representing at least half of the

Company's issued capital. If such quorum is not met, the Company is not entitled to convene a second

meeting where no quorum shall apply. A Supervisory Director may be suspended or dismissed by the

general meeting at any time.

The general meeting may pass a resolution to amend the Articles of Association or to dissolve the Company

with an absolute majority of the votes cast but only on a proposal of the Management Board that has been

approved by the Supervisory Board. In the absence of such proposal, the resolution requires the explicit

approval of the Management Board and the Supervisory Board. Any such proposal must be stated in the

notice of the general meeting. In the event of a proposal to the general meeting to amend the Articles of

Association, a copy of such proposal containing the verbatim text of the proposed amendment will be

deposited at the Company’s office for inspection by shareholders and other persons holding meeting rights

until the end of the meeting. Furthermore, a copy of the proposal will be made available free of charge to

shareholders and other persons holding meeting rights from the day it was deposited until the day of the

meeting. A resolution of the general meeting to amend the Articles of Association that has the effect of

reducing the rights attributable to holders of shares of a particular class is subject to approval of the meeting

of holders of shares of that class.

The Management Board’s powers especially to issue shares

Pursuant to the Articles of Association that will be in force as of Settlement, the Management Board has

the authority to resolve to issue shares (either in the form of a stock dividend or otherwise) and/or grant

rights to acquire shares immediately following Settlement. The resolution to issue shares requires the

approval of the Supervisory Board. A resolution by the Management Board to issue Founder Shares is

subject to the prior approval by the meeting of holders of Founder Shares. The foregoing also applies to

the granting of rights to subscribe for shares, such as options, but does not apply to the issue of shares to

a person exercising a previously acquired right to subscribe for shares.

Significant agreements and changes in the control of the Company

The Company does not have any such agreements.

Redundancy agreements in the event of a public takeover bid

The Company has not concluded any agreements with a Managing Director or employee that provides for

any severance pay in the case of a termination of employment in connection with a public bid within the

meaning of Article 5:70 of the Dutch Financial Supervision Act.

Statement of Managing Directors’ responsibilities

The Managing Directors are responsible for preparing this annual report in accordance with applicable laws

and regulations. This annual report comprises the Management Board Report, the Supervisory Board

Report, the Consolidated Financial Statements and some other information.

The Managing Directors have prepared the annual report in accordance with International Financial

Reporting Standards (IFRS) as adopted by the European Union and the relevant provisions of the Dutch

Civil Code. In preparing the annual report, the Managing Directors are required to:

◼ select suitable accounting policies and then apply them consistently;

◼ make judgements and accounting estimates that are reasonable and prudent;

◼ state whether applicable IFRS as adopted by the European Union and the relevant provisions of the

Dutch Civil Code have been followed, subject to any material deviations disclosed and explained in

the annual report; and

◼ prepare the annual report on a going concern basis, unless it is inappropriate to presume that the

Company will continue in business.

The Managing Directors are responsible for keeping adequate accounting records that are sufficient to

show and explain the Company’s transactions and disclose, with reasonable accuracy at any time, the

financial position of the Company and enable them to ensure that the annual report complies with applicable

law. The Managing Directors have assessed whether the risk assessment executed showed any material

failings in the effectiveness of the Company’s internal risk management and control systems. Though such

systems are designed to manage and control risks, they can provide reasonable, but not absolute,

assurance against material misstatements. Based on this assessment, to the best of our knowledge and

belief, no material failings of the effectiveness of the Company’s internal risk management and control

systems occurred and the internal risk and control systems provide reasonable assurance that the

Consolidated Financial Statements do not contain any errors of material importance.

With reference to section 5:25c of the Dutch Financial Supervision Act, each of the Managing Directors,

confirms that, to the best of its knowledge:

◼ the Company’s financial statements and the consolidated financial statements, which have been

prepared in accordance with IFRS as adopted by the European Union and the relevant provisions of

the Dutch Civil Code, give a true and fair view of the assets, liabilities, financial position and profit or

loss of the Company;

◼ the report of the Management Board gives a true and fair view on the situation on the balance sheet

date, the development and performance of the business and the position of the Company of which

the financial information is included in the report of the Management Board and includes a description

of the principal risks and uncertainties that the Company faces;

◼ and having taken all matters considered by the Management Board and brought to the attention of

the Management Board during the financial year into account, the Managing Directors consider that

the annual report, taken as a whole is fair, balanced and understandable. The Managing Directors

believe that the disclosures set out in this annual report provide the information necessary for

shareholders to assess the Company’s position, performance, business model and strategy.

After conducting a review of management analysis, the Managing Directors have reasonable expectation

that the Company has adequate resources to continue in operational existence for the foreseeable future.

For this reason, the Managing Directors consider it appropriate to adopt the going-concern basis in

preparing the annual report.

On behalf of the Management Board

F.C.P van Roij J.G. Slootweg

Managing Director Managing Director

ESG Core Investments B.V. ESG Core Investments B.V.

Report of the Supervisory Board

The Supervisory Board’s main responsibility is to supervise and advise the Management Board in its search

for a Business Combination and the manner in which its strategy is implemented. The Supervisory Board

also focuses on the effectiveness of the Company’s internal risk management and control systems and the

integrity and quality of the financial reporting.

Composition

The Supervisory Board consists of the following four members:

Mr D.W.E. (Erwin) Riefel, Chairman (born 1966, Dutch) has more than 30 years of experience in the

financial sector, of which more than 15 years in M&A. He has extensive deal sourcing experience with a

deep network of senior level contacts and has a strong understanding of key ESG markets. Since 2008, Mr

Erwin Riefel is an investment director at Infestos (which is an affiliate of the Sponsor). Mr Erwin Riefel

played an instrumental role in the value creation related to Infestos’ portfolio companies including Alfen,

Verwater and NX Filtration. Prior to joining Infestos, Mr Erwin Riefel worked as senior relationship manager

for corporate clients at Rabobank (formerly known as Rabobank Nederland). Mr Erwin Riefel holds a

master’s degree in finance small and medium sized enterprises from TIAS Business School in Tilburg, the

Netherlands.

Ms A.D. (Anja) Vijselaar (born 1964, Dutch) is well-connected in the North-Western European energy

and technology sector, for example through her roles at Dutch Power. Currently, Ms Anja Vijselaar is a

director in the Business Unit Energy at WSP, one of the world’s leading professional services firms and

from its Energy department supporting clients in solutions for high voltage and the energy transition. Prior

thereto, Ms Anja Vijselaar worked at Joulz, a provider of energy infrastructure solutions, where she held

various positions including the position of CEO of Joulz Energy Solutions. Before joining Joulz, Ms Anja

Vijselaar held several management positions at Dura Vermeer. Ms Anja Vijselaar is founder of the WSP

Women 66 Network and the Energy Safety Festival. Ms Anja Vijselaar holds a master’s degree in Civil

Engineering and a master’s degree in Change Management from SIOO in Utrecht, the Netherlands.

Mr H. (Hugo) Peek (born 1969, Dutch) has a background in general management, corporate finance,

capital markets and lending and he has been a highly prominent M&A banker in the Dutch market for many

years. He has an outstanding track record in the financial sector with over 25 years of experience and a

deep network of senior level contacts. Mr Hugo Peek has spent most of his career at ABN AMRO, where

his last role was Head of Corporate & Institutional Banking EMEA. Within ABN AMRO Corporate &

Institutional Banking, Mr Hugo Peek held responsibility for all sustainability efforts. Before that, Mr Hugo

Peek led the global Corporate & Institutional Clients and the Corporate Finance & Capital Markets

businesses and has been global head of Energy Advisory at ABN AMRO. Currently, Mr Hugo Peek is a

partner with DIF Capital Partners, a €8.5 billion alternative fund manager based in Amsterdam, where he

is in charge of the private debt strategy. Mr Hugo Peek also worked as managing director at Kempen & Co

(2008-2011). Mr Hugo Peek holds a master’s degree in Financial Economics from Erasmus University in

Rotterdam, and followed executive education programmes at Cambridge University, London Business

School and Columbia University. He currently holds non-executive directorships at ParkBee B.V. (chair)

and Bethmann Bank AG.

Mr R. (Richard) Govers, Vice-chairman (born 1975, Dutch) has been a highly prominent M&A banker in

the Dutch and North-Western European market for many years. Mr Richard Govers has spent most of his

career at Goldman Sachs Investment Banking Division (1998-2020), where his last role was head of the

Netherlands region in addition to senior coverage responsibilities within the Global Industrials Group and

the Nordics region. Currently, Mr Richard Govers is a partner in the Strategic Advisory Group at PJT

Partners in London, delivering advisory and capital raising solutions. Mr. Richard Govers has extensive

experience in clean energy and renewables working on various high-profile transactions. Mr Richard

Govers holds a master’s degree in Mechanical Engineering from Delft University of Technology,

Netherlands.

The Supervisory Board operates independently of the Management Board, any other participating interests

and each other. Each of the Supervisory Board members has the necessary expertise, experience and

background to perform his or her tasks and responsibilities. Three of the four members of the Supervisory

Board are independent within the meaning of the Dutch Corporate Governance Code as, in the opinion of

the Supervisory Board, the requirements referred to in best practice provisions 2.1.7 to 2.1.9 inclusive of

the Dutch Corporate Governance Code have been fulfilled.

Meetings and attendance

The Supervisory Board held seven regular meetings in 2021. All such meetings were attended by the

members of the Management Board. In addition, a few meetings were held without the members of the

Management Board, such as the meeting where the Supervisory Board discussed its own functioning. All

members of the Supervisory Board attended all the meetings, as such the absenteeism rate is zero.

Other than the Audit Committee, the Supervisory Board has not installed any standing committees as this

is not required under Dutch law or the Dutch Corporate Governance Code based on the current composition

of the Supervisory Board. If the Supervisory Board would in the future consist of more than four members,

it should, in addition to the existing Audit Committee, appoint from among its members a remuneration

committee and a selection and appointment committee to remain in compliance with the Dutch Corporate

Governance Code.

Audit Committee

The Company has an Audit Committee, consisting of Ms Anja Vijselaar and Mr Hugo Peek. The duties of

the Audit Committee include:

◼ informing the Supervisory Board of the results of the statutory audit and explaining how the statutory

audit has contributed to the integrity of the financial reporting and how the Audit Committee has

fulfilled this process;

◼ monitoring the financial reporting process and making proposals to safeguard the integrity of the

process;

◼ monitoring the effectiveness of the internal control systems, the internal audit system and the risk

management system with respect to financial reporting;

◼ monitoring the statutory audit of the annual accounts, and in particular the process of such audit

◼ monitoring the independence of the external auditor; and

◼ adopting procedures with respect to the selection of the external auditor.

Internal audit function

The Company does not have an internal audit function. The need for an internal audit function is assessed

on a yearly basis by the Supervisory Board. The Supervisory Board concluded that an internal audit function

is not necessary due to the nature of the Company as a SPAC.

External auditor

The Management Board and the Supervisory Board have evaluated the activities performed for the

Company by PricewaterhouseCoopers Accountants N.V. It is apparent that PricewaterhouseCoopers

Accountants N.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.

Functioning of the Supervisory Board and the Management Board (evaluation accountability)

The Supervisory Board discussed, in the absence of the Management Board, its own functioning. The

evaluation was performed by the Chairman of the Supervisory Board, by means of a structured

questionnaire, which was subsequently discussed with the rest of the Supervisory Board. The Management

Board also filled in a questionnaire and addressed items such as: team effectiveness, interaction,

transparency, composition and profile, competences, effectiveness of individual members, quality of

information and the relationship with the Management Board. The outcome of the evaluation is positive.

Despite its relatively new composition, it was found that the Supervisory Board has rapidly organized itself

in an effective and efficient manner and considers the contributions of each Supervisory Board member to

be complementary in nature. There is a good level of transparency amongst both the Management Board

and the Supervisory Board. The Supervisory Board evaluation delivered areas for improvement and key

topics for 2022, of which the most material relate to spending more time on discussing the strategy to find

the right target to form a Business Combination with and further strengthening the relationship amongst its

members, and with the Management Board. The Supervisory Board has conducted an annual review to

identify any aspects with regard to which the Supervisory Board members require further training or

education during their term of office. Given the nature of the Company as a SPAC and the various

backgrounds and expertises from the members of the Supervisory Board, each member has an own

responsibility to train and educate itself on such topics as may be required.

We shared our reflections with the Management Board members and had an individual discussion with

each to discuss last year’s performance, area of improvement and/or development and key priorities for

2022.

Remuneration

The Managing Directors and Mr D.W.E. Riefel as Supervisory Director are not entitled to any cash

remuneration or compensation prior to completion of a Business Combination. The independent

Supervisory Directors are entitled to a cash compensation prior to completion of a Business Combination

of each €30,000 per year.

The remuneration of the Managing Directors and Supervisory Directors following a Business Combination,

if any, shall be disclosed in the shareholder circular published in connection with the BC-EGM and is

expected to be in line with market practice for small to medium sized companies.

The Managing Directors and Supervisory Directors have not entered into any type of employment or service

agreement with the Company. As such, there are no severance arrangements between the Managing

Directors and Supervisory Directors. Since the majority of the Managing Directors and Supervisory

Directors will not be remunerated, there is no remuneration committee.

Shareholdings of Managing Directors and Supervisory Directors

Mr van Roij, Mr Slootweg and Mr Riefel indirectly hold financial instruments in the Company.

Mr F.C.P. Van Roij holds, indirectly through the Sponsor, 37,500 Ordinary Shares, 9,375 Market Warrants,

156,250 Founder Shares and 104,166 Founder Warrants;

Mr J.G. Slootweg holds, indirectly through the Sponsor, 37,500 Ordinary Shares, 9,375 Market Warrants,

156,250 Founder Shares and 104,166 Founder Warrants;

Mr D.W.E. Riefel holds, indirectly through the Sponsor, 37,500 Ordinary Shares, 9,375 Market Warrants,

156,250 Founder Shares and 104,166 Founder Warrants.

The Sponsor is controlled by Infestos and Stichting Administratiekantoor Infestos Sustainability (the STAK).

Mr Van Roij, Mr Slootweg and Mr Riefel participate and each hold 2.5% in the Sponsor through the STAK.

The number of shares and warrants are calculated with reference to the ordinary shares of the STAK in the

Sponsor.

Financial statements and auditor’s opinion

The Consolidated Financial Statements included in this annual report have been audited and PWC has

issued an unqualified opinion on them. The Consolidated Financial Statements were extensively discussed

with the Supervisory Board, in the presence of the external auditor, and the Management Board. The

Supervisory Board is of the opinion that the Consolidated Financial Statements meet all requirements for

transparency and correctness. Therefore, the Supervisory Board recommends that the General Meeting of

Shareholders to be held on 10 March 2022 adopts the Consolidated Financial Statements and the

appropriation of the result.

Result appropriation ESG Core Investments realised a loss of €3.1 million.

The proposal to the General Meeting of Shareholders is to recognise this loss in other reserves. The

members of the Supervisory Board have signed the financial statements to comply with their statutory

obligation pursuant to article 2:101, paragraph 2, of the Dutch Civil Code.

Looking ahead

The members of the Supervisory Board wish to thank the Management Board for their continued dedication

and commitment in aiming to realize a Business Combination prior to the Business Combination Deadline.

The Supervisory Board continues to advise and support the Management Board in its search for a Business

Combination and the manner in which its strategy is implemented.

Amsterdam, 21 January 2022

The Supervisory Board

Erwin Riefel (Chairman)

Hugo Peek

Anja Vijselaar

Richard Govers

Consolidated financial statements

for the period 21 January to 31

December 2021

Consolidated statement of comprehensive

income

In EUR ‘000 Notes 2021

Other expenses 4 (612)

Operating expenses (612)

Operating Loss (612)

Fair value adjustment of Market Warrant 15 2,229

Effective interest on ordinary shares subject to redemption 5 (3,789)

Interest expenses 6 (884)

Finance income and expenses (2,444)

Net loss before income tax (3,056)

Income tax 7 -

Net loss for the period (3,056)

Other comprehensive result for the period -

Total comprehensive loss for the period (3,056)

Earnings per share

Basic earnings per share (EUR) (0.12)

Diluted earnings per share (EUR) (0.12)

Consolidated statement of financial position

(Before profit appropriation)

In EUR ‘000 Notes 31 December 2021 21 January 2021

Assets

Current assets

Other receivables 12 69 50

Cash and cash equivalents 13

250,623 -

Total current assets 250,692 50

Total assets

250,692 50

Group equity

Issued share capital 14 63 50

Share premium - -

Other reserves 14 6,250

Result for the year

(3,056) -

Total equity 3,257 50

Liabilities

Non-current liabilities

Redeemable ordinary shares 15 242,926 -

Market warrants

4,083 -

Total non-current liabilities 247,009 -

Current liabilities

Interest payable 378 -

Other payables 16

48 -

Total current liabilities 426 -

Total liabilities 247,435 -

Total equity and liabilities

250,692 50

Consolidated statements of changes in equity

In EUR Notes

Share capital

premium

Other

reserves

Result for the

year

Total equity

Closing Balance - 21 January 2021

50 - - - 50

Profit (loss) for the period - - - (3,056) (3,056)

Other comprehensive income (loss)

- - - - -

Total comprehensive income (loss) for the period

- - - (3,056) (3,056)

Transactions with shareholders

Issuance of founder shares 13 - - - 13

Issuance of founder warrants - - 6,250 - 6,250

Allocation of profit (loss)

- - - - -

Closing Balance - 31 December 2021 63 - 6,250 (3,056) 3,257

Attributable to equity owners of ESG Core Investments B.V.

Consolidated statement of cash flows

In EUR ‘000 Notes 2021

Cash flows from operating activities

Operating Loss (612)

Interest paid (507)

Adjustments to reconcile profit before taxation to net cash flows:

Share-based payment expenses -

(Increase)/Decrease in working capital:

- Increase other receivables (69)

- Increase other payables

Net cash outflow from operating activities (1,140)

Cash flows from financing activities

Proceeds from issuance of founder shares 14 63

Proceeds from issuance of ordinary shares 15 250,000

Transaction cost related to the issuance of ordinary shares 15 (4,550)

Proceeds from issuance of founder warrants

14 6,250

Net cash inflow from financing activities 251,763

Net increase in cash and cash equivalents 250,623

Cash and cash equivalents at the beginning of the financial year -

Effects of exchange rate changes on cash and cash equivalents

Cash and cash equivalents at the end of the financial period 250,623

Notes to the Consolidated Financial

Statements

General information

ESG Core Investments is a limited liability company incorporated under Dutch law (besloten vennootschap

met beperkte aansprakelijkheid), with its statutory seat in Amsterdam, the Netherlands (ESG Core

Investments or the Company). ESG Core Investments was admitted to listing and trading on Euronext

Amsterdam on 12 February 2021 pursuant to an initial public offering (IPO) in which it raised € 250 million

in gross proceeds in accordance with the terms and conditions set out in the Company’s prospectus dated

11 February 2021 (the Prospectus).

The Company has the legal ownership of the gross cash proceeds and the Management Board has the

authority and power to spend such amounts. In order to ensure that the gross proceeds are used for no

other purpose than the situations as disclosed in the going concern paragraph in this annual report, the

Company entered into an escrow agreement with Intertrust Escrow and Settlements B.V., a private

company with corporate seat in Amsterdam, the Netherlands and having its address at Prins Bernhardplein

200, 1097 JB Amsterdam, the Netherlands, acting under its trade name Intertrust Escrow Services (the

Escrow Agent) and Stichting ESG Core Investments Escrow with corporate seat in Amsterdam, the

Netherlands and having its corporate address at Prins Bernhardplein 200, 1097 JB Amsterdam, the

Netherlands (the Foundation). Following the IPO, 100% of the gross proceeds have been transferred to

the escrow account. Pursuant to the escrow agreement, the amounts held in the escrow account will

generally not be released unless and until the occurrence of the earlier of a Business Combination or

Liquidation, as disclosed in the going concern paragraph in this annual report and as further set out in the

Prospectus. The Foundation holds the escrow amount on a designated bank account. These consolidated

financial statements comprise the Company and the Foundation (the Group).

ESG Core Investments is a Special Purpose Acquisition Company (SPAC) and aims to unlock a unique

investment opportunity in Europe within industries that benefit from strong Environmental, Social and

Governance (ESG) profiles. The aim is to identify and acquire a stake in a company with a clear ESG focus

in the core of its business, that is preferably headquartered in North-Western Europe and is enjoying a

strong competitive position within its industry, ideally based on unique technology. The Company is

registered in the Chamber of Commerce (Kamer van Koophandel) under number 81647034 with its

registered office at Oldenzaalsestraat 500, 7524 AE Enschede, the Netherlands. The Company’s Ordinary

Shares and Market Warrants are publicly traded on the regulated market of Euronext Amsterdam.

The Company has been incorporated on 21 January 2021. The Company’s statutory financial year is the

calendar year. Its first statutory financial year is for the period 21 January 2021 to 31 December 2021.

1. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are

set out below.

Basis of preparation

These consolidated financial statements have been prepared in accordance and comply with International

Financial Reporting Standards (IFRS) and interpretations adopted by the European Union, where effective,

for financial years beginning 1 January 2021 and also comply with the financial reporting requirements

included in Part 9 of Book 2 of the Dutch Civil Code.

These consolidated financial statements have been prepared on a going concern basis. Following the IPO

and prior to the completion of the acquisition of a target business by means of a (legal) merger, share

exchange, share purchase, contribution in kind, asset acquisition or combination of these methods (a

Business Combination), the Company will not engage in any operations, other than in connection with

the selection, structuring and completion of a Business Combination. Following the IPO , the Company has

a 24 month period to complete a Business Combination. The costs relating to the search for a target

company and the completion of a Business Combination are expected to be covered by the proceeds from

the issuance of the Founder Warrants. However, the Company cannot assure any investor in the Company

that this expectation is accurate. Any investor in the Company should always take into account the risk

factors set out in the Risk Factor section in the Prospectus.

Going concern