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March 24, 2023Ad-hoc Announcements

EQT Active Core Infrastructure to acquire majority stake in Tion Renewables AG from anchor shareholder Pelion Green Future who will re-invest and hold a minority stake

Disclosure of inside information pursuant to Article 17 MAR of the Regulation (EU) No 596/2014


EQT Active Core Infrastructure to acquire majority stake in Tion Renewables AG from anchor shareholder Pelion Green Future who will re-invest and hold a minority stake

Gruenwald, 24.03.2023 (22:52). Today, the anchor shareholder of Tion Renewables AG (the “Company”, ISIN: DE000A2YN371), Pelion Green Future Alpha GmbH (“Pelion”) and Boè TopCo GmbH & Co. KG (“Purchaser”), an acquiring entity indirectly held by EQT Active Core Infrastructure SCSp (“EQT”), entered into a binding share purchase agreement under which the Purchaser intends to acquire 3,401,500 Shares, corresponding to 71.7% of the share capital in the Company from Pelion subject to customary closing conditions (the “Transaction”). An affiliate of Pelion will re-invest in an indirect minority stake in the Company. In addition, an affiliate of the Purchaser has entered into sale and purchase agreements relating to the acquisition of a further 10.4% of the share capital in the Company.
As part of the Transaction the Company today entered into an investment agreement with the acquiring entity which sets forth the mutual understandings with regard to the Transaction, the future organisational and corporate governance structure and the business strategy to be pursued by the Company. It provides for transforming the Company into a leading platform for investments in energy transition projects of significant size, with a strong foundation of cash-generating operating assets, benefitting from EQT as a strong strategic and financial partner supporting its long-term growth.
EQT intends to pursue a delisting of the Company from all stock exchanges at which the shares are traded as soon as possible following completion of the Transaction.
As a consequence of the Transaction, the measures described in the announcement of the non-binding memorandum of understanding concluded between the Company and clearvise AG will not be implemented as originally intended.


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This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Tion Renewables AG or of any of its subsidiaries.
This announcement may contain certain forward-looking statements, estimates, opinions, and forecasts concerning the future business situation, earnings situation, and results of Tion Renewables AG (“forward-looking statements”). Forward-looking statements can be identified by words such as “believe”, “estimate”, “anticipate”, “expect”, “intend”, “will”, or “should” and their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the management board of Tion Renewables AG and involve significant known and unknown risks and uncertainties, therefore actual results, performance and events may differ materially from those expressed or implied by forward-looking statements. Forward-looking statements contained herein should not be construed as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release are only valid on the date of this publication. Tion Renewables AG will not update the information, forward-looking statements or conclusions contained in this release in light of subsequent events or circumstances, nor will it reflect subsequent events or circumstances or correct inaccuracies that arise after the date of this release as a result of new information, future developments or otherwise, and the company does not assume any obligation to do so. The company does not assume any responsibility whatsoever that the forward-looking statements or assumptions contained herein will occur.