ReNew Power Private Limited entered into a business combination agreement to acquire RMG Acquisition Corporation II (NasdaqCM:RMGB) from Philip Kassin and others for $3.6 billion in a reverse merger transaction on February 24, 2021. Upon completion, the shareholders of ReNew Power will hold 70% of the combined company. In connection with the business combination agreement, ReNew Power and RMG have entered into subscription agreements with certain accredited investors or qualified institutional buyers to issue and sell 85.5 million ordinary shares for a purchase price of $10 per share to raise approximately $855 million in a private placement. Upon closing of the transaction, the combined company would be named ReNew Energy Global PLC and would be publicly listed on the NASDAQ under the symbol “RNW”. The address of RMG has been changed to 57 Ocean, Suite 403, 5775 Collins Avenue, Miami Beach, Florida 33140 on June 17, 2021. Following closing, the combined company's shares and warrants are expected to trade under the ticker symbols “RNW” and “RNWW”, respectively, starting on Tuesday, August 24, 2021.

Upon completion, Sumant Sinha will serve as Chairman & Chief Executive Officer; D. Muthukumaran will serve as Chief Financial Officer; Balram Mehta will serve as Chief Operating Officer; Sanjay Verghese and Mayank Bansal will serve as Presidents. The Board of Directors of the combined company will include representation from ReNew's existing stockholders, RMG II, and Independent Directors. Bob Mancini will be the appointee from RMG II to the Board. Other Board appointments will be made prior to closing. The transaction closing is subjected to approval from the Competition Commission of India, the Registration Statement on Form F-4 having become effective, approval by RMG II's stockholders, listing of class A shares of ReNew on an approved stock exchange, the Amended Warrant Agreement having been executed, the amount of cash available to RMG II shall not be less than $650 million and other customary closing conditions. The meeting of the shareholders of RMG will be held on July 26, 2021. As of August 2, 2021, the extraordinary general meeting of RMG II shareholders to approve the pending Business Combination is scheduled to be held on August 16, 2021. The transaction has been approved by the Board of Directors of RMG and ReNew Power. As of June 8, 2021, the RMG Acquisition Corporation has received clearance from the Competition Commission of India. As of July 28, 2021, U.S. Securities and Exchange Commission (the “SEC”) has declared effective the registration statement on Form F-4 of ReNew Energy Global in connection with the business combination. RMG Acquisition Corporation II Reminds Shareholders to Vote in Favor of the transaction. On August 16, 2021, the shareholders of RMG Acquisition Corporation II approved the transaction. The transaction is expected to close during second quarter of 2021. As of May 27, 2021, the transaction is expected to close early in the third quarter of 2021. As of June 7, 2021, the transaction is expected to close early in the second quarter of 2021. As of July 21, 2021, the transaction is expected to occur in the third quarter of the current Year 2021. As per filing on August 12, 2021, The transaction is expected to close on August 23, 2021.

Scott V. Simpson, Louise Batty, Helena Derbyshire, Riley Graebner, Victor Hollender, Alex Jupp, Simon Toms and Lorenzo Corte of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to RMG. Rajiv Gupta, Sharon Lau, Ryan Maierson, David Allinson, Kris Desrosiers, Samuel Newhouse, Christopher Horton, Jiyeon Lee-Lim, Karl Mah and David Della of Latham & Watkins LLP acted as legal advisors to ReNew Power. Goldman Sachs (India) Securities Private Limited and Morgan Stanley India Company Private Limited acted as financial advisors to ReNew Power. Rajesh Simhan, Nishchal Joshipura, Ashish Kabra, Parag Srivastav, Poonam Sharma and Deepika Yadav of Nishith Desai Associates; and Yash Ashar, Gokul Rajan, Shatarupa Dasgupta, Vijay Pratap Singh Chauhan, Dhruv Singhal, Rashmi Pradeep, Bharat Reddy, Santosh Janakiram and Sangita John of Cyril Amarchand Mangaldas acted as legal advisors to ReNew Power. Bharat Anand, Ashwin Bishnoi, Monika Srivastava, Moin Ladha, Atul Pandey, Bijal Ajinkya, Sagardeep Rathi, Dibyanshu, Shailendra Bhandare, Rajat Jariwal and Avnish Sharma of Khaitan & Co. acted as legal advisors; and BofA Securities, Inc. acted as financial advisor to RMG. Sam Bagot, Nallini Puri, Hugh Conroy, Patrick Fuller, Adam Brenneman, Sarah Lewis, Richard Sultman and Jen Maskell of Cleary Gottlieb acted as legal advisors to Goldman Sachs. Continental Stock Transfer & Trust Company acted as transfer agent to RMG II. Computershare Trust Company, National Association acted as transfer agent and registrar for Renew Energy Global Plc. KPMG, Skadden, RMG Acquisition Corp III and TUV Rheinland acted as due diligence providers to RMG Acquisition Corp. Morrow Sodali LLC acted as proxy solicitor for RMG II. RMG II will pay that firm a fee of $35,000 plus disbursements.

ReNew Power Private Limited completed the acquisition of RMG Acquisition Corporation II (NasdaqCM:RMGB) from Philip Kassin and others in a reverse merger transaction on August 23, 2021. Commencing at the open of trading on August 24, 2021, ReNew Energy Global plc's Class A ordinary shares and warrants are expected to commence trading on The Nasdaq Stock Market LLC under the symbols “RNW” and “RNWWW,” respectively. ReNew's senior management team will continue to lead the combined company, including Sumant Sinha (Chief Executive Officer), D Muthukumaran (Chief Financial Officer), Balram Mehta (Chief Operating Officer), Sanjay Varghese (President and Head of Solar), Kailash Vaswani (Deputy Chief Financial Officer and President, Corporate Finance), and Mayank Bansal (Chief Commercial Officer). ReNew's Board of Directors will be comprised of ten members, six of whom are “independent directors” as defined in the NASDAQ listing standards and applicable U.S. Securities and Exchange Commission rules. The Board of Directors will be led by Chairman, Sumant Sinha and will also include Robert Mancini, Chief Operating Officer of RMG II. In connection with consummation of the merger, the following officers and directors of RMG resigned their respective positions: D. James Carpenter resigned as Chairman, Robert S. Mancini resigned as Chief Executive Officer and director, Philip Kassin resigned as Chief Operating Officer, President, Secretary and director, Wesley Sima resigned as Chief Financial Officer, Craig Broderick resigned as director, W. Grant Gregory resigned as director, W. Thaddeus Miller resigned as director and Catherine D. Rice resigned as director. Following the consummation of the Merger, Sanjeev Bedi became a director of RMG II. The transaction was unanimously approved by Board of RMG's Board. As a result of this transaction ReNew has received $610 million in net proceeds, consisting of funds from RMG II's former trust account and from a private placement in public equity (PIPE), after redemptions and transaction fees. ReNew will use the proceeds to accelerate its growth, fund operations and pay off debt.