Results of EQT’s mandatory simplified cash tender offer for Waga Energy’s remaining shares

Following settlement-delivery of the Offer, EQT will hold 22,777,033 Waga Energy shares representing 85.88% of its share capital and 85.82% of its voting rights1.

1 On the basis of a share capital of Waga Energy composed as of 5 December 2025 of 26,521,806 Shares representing 26,540,898 theoretical voting rights, in accordance with Article 223-11 of the AMF General Regulation and including 40,460 shares held in treasury by Waga Energy assimilated to shares held by Box BidCo pursuant to Article L. 233-9, I, 2° of the French Commercial Code.

Hotline for individual shareholders: 08 05 65 00 64

In the media

• 12.09.2025, Wansquare, « Dernière ligne droite pour l'OPA d'EQT sur Waga Energy : quand la logique industrielle prime sur la logique boursière » - link

• 11.24.2025, Les Echos, « Biométhane : EQT lance son offre d'achat sur le français Waga Energy pour en faire un leader mondial » - link

• 06.06.2025, Les Echos, « EQT en passe de racheter Waga Energy pour en faire un géant mondial du biométhane » - link

OFFER TIMETABLE

You can participate until 12 December 2025 (inclusive).

The Offer will be opened from 24 November 2025 to 12 December 2025 and offers immediate and full liquidity to shareholders.

Calendrier indicatif de l'offre

TERMS OF THE OFFER

• Offer Price: 21.55€ per share3

Premium of 26.8% (excluding the earn-out) over the closing price on 5 June 20254.

• Earn-Out: up to 2.15€ per share as described in Section 2.6 of the Offer document (note d'information)

Based on the aggregate amount of U.S. federal investment tax credits that could be monetized by Waga Energy and its subsidiaries by 30 June 2028 in connection with certain of its projects developed in the United States.

For more information, please refer to the Offer documentation or the « Investor Guide » in the « Documents on the Offer » section of this website.

3 All the premiums related to the different selected valuation methods are outlined in section 4.6 of the offer document
4 Last closing price for the shares on the date EQT announced the planned acquisition of Waga Energy

Q&A

1. Who can take part in the Offer?

All shareholders are free to tender or not all or part of their Waga Energy shares to the Offer, provided that the local laws to which any such shareholders are subject allow them to take part in the Offer without the Offeror being required to complete any additional formalities.

The Board of Directors of Waga Energy recommended that shareholders tender their shares to the Offer, considering that this Offer is in the interest of the Company, its shareholders, employees and other stakeholders.

The reasoned opinion (avis motivé) of the Board of Directors is included in Section 3 of the response document (note en réponse) prepared by Waga Energy and which received AMF visa no. 25-455. Waga Energy's response document is available on the AMF's website (www.amf-france.org). It may also be obtained at Waga Energy's registered office (5, avenue Raymond Chanas, 38320 Eybens).

2. How do I take part in the Offer?

The Offer will be open for a period of fifteen (15) Trading Days.

• Shares held in the bearer form or in the administered registered form
The holders of shares held in the bearer form (au porteur) or in the administered registered form (au nominatif administré) held in an account managed by a financial intermediary and who wish to tender their shares to the Offer must submit a tender order for their shares to their financial intermediary, in accordance with the standard forms provided by the latter, no later than the last business day of the Offer and in good time for their order to be executed. Holders of shares are invited to contact their financial intermediaries to check the terms applicable and in particular whether a shorter deadline is applicable to them.

• Shares held in pure registered form ("nominatif pur")
The holders of shares held in pure registered form (au nominatif pur) and who wish to tender their shares to the Offer must submit a tender order for their shares to the Company's registrar Uptevia, in accordance with the standard forms provided by the latter, no later than the last business day of the Offer and in good time for their order to be executed. Holders of shares are invited to contact their financial intermediaries or the registrar to check the terms applicable and in particular whether a shorter deadline is applicable to them. Pursuant to Article 232-2 of the AMF General Regulation, orders to tender shares to the Offer may be revoked at any time up to and including the closing date of the Offer.

For a detailed presentation, please refer to Section 2.8 of the Offer document (note d'information).

3. Can I tender my shares to the Offer on the market?

As the centralization of the orders to tender shares in the Offer is carried out by Euronext Paris under the semi-centralized procedure, shareholders will be able to tender their shares to the Offer through sale on the market.

Shareholders who tender their shares to the Offer through a sale on the market (and not to the Euronext semi-centralized procedure) will not receive a right to the Earn-Out.

Sale orders must be submitted no later than the last day of the Offer and the settlement and delivery of the sold shares will take place on the second trading day following the day of execution of the orders, it being specified that the trading costs (including the corresponding brokerage fees and value-added tax (VAT)) relating to these transactions will remain entirely at the expense of the shareholders selling their shares on the market.

BNP Paribas, an investment services provider duly authorised as a member of the stock market, will acquire, on behalf of Box BidCo, the shares that will be sold on the market in accordance with applicable regulations.

4. How much time do I have to tender my shares to the Offer?

The Offer will be opened for fifteen (15) trading days from Monday 24 November 2025 to Friday 12 December 2025.

Regarding the Offer dates, it is important to note that certain financial intermediaries have their own deadlines and that it is therefore advisable to anticipate these. Holders of shares are invited to contact their financial intermediaries to check the terms applicable and in particular whether a shorter deadline is applicable to them.

5. What is the premium for this Offer?

Box BidCo's Offer has been structured to align with Waga's long-term strategic needs while allowing all shareholders to benefit from future performance.

The Offer Price of EUR 21.55 (excluding the Earn-Out) represents a substantial premium, over recent trading levels as well as immediate and certain liquidity to shareholder: +26.8% over the closing price on 5 June 2025, i.e. the day before EQT announced the planned acquisition of Waga Energy, and up to +70.1% over the 2-month volume-weighted average price of Waga Energy shares. All the premiums related to the different selected valuation methods are outlined in section 4.6 of the offer document.

In addition to the EUR 21.55 Offer Price, the Offer provides for an Earn-Out of up to EUR 2.15 per share, based on the monetization of U.S. investment tax credits and that may be monetized by Waga Energy and its subsidiaries by 30 June 2028. The Earn-Out will be payable by 30 September 2028 at the latest. Including the maximum Earn-Out, the Offer Price represents a 39.4% maximum premium over the closing share price as of 5 June 2025, as well as 47.6%, 87.0%, 78.4% and 65.6% maximum premiums over the 1-month5, 3-month5, 6-month5 and 1-year15 volume-weighted average price of Waga Energy shares, respectively. It being specified that there is no certainty with respect to the amount of the Earn-Out to be actually paid and that shareholders who tender their shares to the Offer through a sale on the market will not receive a right to the Earn-Out.

Box BidCo's Offer reflects Waga Energy's strong fundamentals and the significant capex investment required to deliver its growth ambitions, particularly in key markets like North America - with equity capital markets unable to finance the global growth of the Company. At this stage, Waga Energy requires the backing of a long-term, strategic shareholder to support its ambitious development plan.

5Respectively 20, 60, 120 and 250 trading days

Documents on the offer