New Energy One Acquisition : Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser, authorised under the UK Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, an appropriately authorised independent financial adviser.

The contents of this document do not contain and should not be construed as legal, business or tax advice and you should consult your own professional advisers, such as their stockbroker, bank manager, lawyer, auditor or other financial or legal advisers (as appropriate) for such advice. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by New Energy One Acquisition Corporation Plc ("NEOA" or the "Company").

This document does not constitute an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, the Shares in any jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been or will be taken to permit the possession, issue or distribution of this document in any jurisdiction where action for that purpose may be required. Persons into whose possession this document comes should inform themselves about and observe all relevant restrictions.

If you sell or transfer or have sold or otherwise transferred all your Ordinary Shares in the Company, please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into jurisdictions other than the United Kingdom if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares in the Company, please retain this document and immediately consult the bank, stockbroker or other agent through which the sale or transfer was effected.

New Energy One Acquisition Corporation Plc

(a public limited company incorporated under the laws of England and Wales with

registered number 13727820)

EXTENSION OF BUSINESS COMBINATION DEADLINE

and

AMENDMENT OF ARTICLES OF ASSOCIATION

and

NOTICE OF GENERAL MEETING

Formal notice convening a general meeting of the Company to be held at 10.00 a.m. on 14 June 2023 at the offices of Lazard & Co. Ltd, 50 Stratton Street, London W1J 8LL is set out at the end of this document. Shareholders will also find enclosed a Form of Proxy.

This document should be read as a whole. Your attention is drawn to the letter from the Chair of the Company which is set out on pages 5 to 12 of this document and which recommends that you vote in favour of the resolutions to be proposed at the General Meeting. Your attention is drawn to Section 6 "General Meeting and Action to be Taken" of Part I "Letter from the Chair" on page 9 of this document. The definitions used in this document are set out in Part IV "Definitions" starting on page 19 of this document.

1

TABLE OF CONTENTS
	Page
PART I LETTER FROM THE CHAIR	5
PART II CONSEQUENCES OF APPROVING THE BUSINESS COMBINATION EXTENSION	13
PART III SUMMARY OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION	17
PART IV DEFINITIONS	19

2

EXPECTED TIMETABLE OF EVENTS
Event		Date and time
		2023
Posting of this document and Forms of Proxy	25	May
Redemption election through CREST available	25	May
Latest time and date for receipt of Forms of Proxy		10.00 a.m. on 12 June
Latest time and date for receipt of redemption requests in respect of Ordinary
Shares		1.00 p.m. on 12 June
Voting record date for the General Meeting		6.30 p.m. on 12 June
General Meeting		10.00 a.m. on 14 June
Announcement of the result of the General Meeting		14 June
Redemption of Ordinary Shares and settlement of redemption monies through		21 June (or as soon as
CREST or despatch of cheques in respect of redemption monies		practicable thereafter)

-----

Notes

All references to times in the above timetable are to London time. Each of the times and dates in the above timetable is subject to change without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service provider.

3

GENERAL INFORMATION

Cautionary note regarding forward-looking statements

This document contains forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, a Business Combination, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this document. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this document applies only as of the date of this document and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this document is based, unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA or Regulation (EU) 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Market Abuse Regulation").

4

PART I

LETTER FROM THE CHAIR

NEW ENERGY ONE ACQUISITION CORPORATION PLC

(a public limited company incorporated under the laws of England and Wales with registered number 13727820) Registered Office:

201 Temple Chambers

3-7 Temple Avenue

London EC4Y 0DT

United Kingdom

Tel: [phone]

https://www.neoa.london

Volker Beckers, Chair

Sanjay Mehta, Executive Director

David Kotler, Executive Director

Philip Aiken, Independent Non-Executive Director

Tushita Ranchan, Independent Non-Executive Director

Jadran Trevisan, Non-Executive Director

25 May 2023

To the Shareholders and, for information only, to persons with information rights Dear Shareholder

Extension of Business Combination Deadline

and

Amendment of the Articles of Association

and

Notice of General Meeting

1. INTRODUCTION

Today, New Energy One Acquisition Corporation Plc ("NEOA" or the "Company"), a special purpose acquisition company, announced that it is seeking shareholder approval to extend the deadline by which it may complete a Business Combination to 15 March 2024.

NEOA was formed with the objective of offering a differentiated opportunity to invest in leaders in the Energy Transition sector, with a specific focus on the decarbonisation of fossil fuels. NEOA's management has been focused on pursuing a Business Combination with a target company or business that is positioned to participate in or benefit from the global transition towards a low carbon economy. Within the Energy Transition sector and among the opportunities that NEOA has reviewed and continues to review, NEOA considers the carbon, capture, utilisation and storage ("CCUS") business most compelling.

NEOA has engaged with a select number of opportunities about a potential Business Combination in the Energy Transition sector and, in particular, across the CCUS value chain. NEOA's ambition is to create:

• amongst the first pure-play publicly listed CCUS companies; and
• a business operating across the CCUS value chain, incorporating carbon management, capture, utilisation, transportation and storage.

NEOA has signed a non-binding letter of intent in respect of one such CCUS opportunity.

Negotiations in relation to that potential Business Combination are at a preliminary stage and, while there is no certainty that any transaction can be completed, NEOA remains confident that with the benefit of this extension it would be able to complete this or another Business Combination.

NEOA has retained M&A advisers and legal counsel to assist with a potential Business Combination.

The proposed extension will require an amendment to the articles of association of the Company (the "Articles of Association") which currently require the Company to complete a Business Combination by no later than the date falling fifteen months after the settlement date of the Company's initial public offering (the "IPO"), being 16 June 2023.

5