Annual report 2022

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Contents

Independent auditor’s report

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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 2022 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, the company accounts, 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

in North-Western Europe and 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 currently still reviewing, 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). The

Company currently believes that the consummation of a suitable Business Combination is highly

improbable. Since its IPO, the Company has reviewed more than hundred of potential targets, and had

advanced discussions with multiple of them. Despite extensive efforts to date, none of these discussions

has resulted in the consummation of a Business Combination. Certain prospective targets were, through

investigation, found not to meet the Company’s target business criteria, or otherwise would not result in a

continuing its search process in earnest, in a disciplined manner, and will continue to do so up until the

Business Combination Deadline. This in parallel with preparations for its dissolution and liquidation, such

that the amount held in the Escrow Account can be returned to shareholders as soon as possible after the

Business Combination Deadline, taking into account a statutory creditor opposition period of two months

after the liquidation process commences.

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Should the search process result in a suitable Business Combination target being identified, an extension

of the Business Combination Deadline would be required, and as such a general meeting would be

convened and the corresponding Business Combination put to shareholder vote. More information can be

found in the Company’s press release dated 4 January 2022.

ESG Core Investments has not recorded any operational revenues. The result is attributable to the net

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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

only, 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

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

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

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

notes and convocation for the AGM, which are published today as well. 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.

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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.

The Company has convened a general meeting to be held at 16 February 2023 for the purpose of adopting

a resolution to dissolve and liquidate the Company and to delist the Ordinary Shares and Market Warrants.

from 1 September 2022 up to and including 18 September 2022. The escrow account was subject to a

positive interest rate of 0.8% on an annual basis from 19 September 2022 up to and including 19 December

2022 and a positive interest rate of 1.793% on an annual basis from 20 December 2022, which will be the

interest rate up to and including 16 April 2023.

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.

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

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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

The Management Board

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

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,

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 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

Background and Strategy

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;

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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-

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

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

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

business’ operations.

Throughout 2022, the Management Board has assessed a wide variety of companies in multiple sectors,

mainly across EV (charging), Energy Transition (solar, wind), Clean Water and Sustainable Food. The

Management Board sources leads to potential target companies from e.g. their own network, efforts by the

Supervisory Board, investment banks, inbounds and the broader advisory network. As the Business

Combination Deadline, being 16 February 2023, is rapidly approaching, the Company announces today

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that it currently believes that the consummation of a suitable Business Combination before the Business

Combination Deadline is highly improbable.

Although it is highly probable that the Company will not be able to complete a suitable Business

Combination before the Business Combination Deadline, the Company is continuing its search process in

earnest and will continue to do so up until the Business Combination Deadline. This in parallel with

for our shareholders.

Financial developments 2022

to the negative interest, the Proceeds held in escrow have marginally decreased to €248.9 million at 31

December 2022.

If the Company would be able to complete a Business Combination, the target business should have 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.

used 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

Research and Development

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

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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

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

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

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

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

 there is a reasonable expectation that the Company will discontinue its operations within at least twelve

Dutch Corporate Governance Code

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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

Best practice provision 2.1.8: independence of Supervisory Directors

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

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. Infestos indirectly holds

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 securities 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.

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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

Business Combination Deadline.

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

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.

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

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

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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

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

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

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