Draft simplified tender offer followed by a squeeze-out for Waga Energy shares – Independent expert's report completed and reiteration by the Board of Directors of its favorable reasoned opinion

In the context of the draft simplified tender offer by EQT (through Box BidCo S.A.S.) for the shares of Waga Energy S.A., with the intention to implement a squeeze-out if legal and regulatory conditions are met (the “Offer”), the Board of Directors of Waga Energy S.A. (“Waga Energy” or the “Company”) appointed, on March 7, 2025, upon the recommendation of its ad hoc committee[1], Finexsi, represented by Mr. Olivier Péronnet, as independent expert (the “Independent Expert”) to prepare a report on the financial terms of the Offer, including in the event of a squeeze-out.

The Company’s Board of Directors met on October 1, 2025 and unanimously decided, after reviewing the Independent Expert’s report dated the same day (the “Initial Report”), and considering that the Offer price of €21.55 per Waga Energy share, together with an earn-out of up to €2.15 per share[2], is fair from a financial perspective for the Company’s shareholders, including in the event of a squeeze-out, (i) to issue, in light of the work, conclusions and recommendations of the ad hoc committee, a favorable reasoned opinion on the draft Offer as presented to it, and (ii) consequently to recommend that the Company’s shareholders tender their shares to the Offer.

Following, in particular, the receipt by the Independent Expert of two letters from minority shareholders of the Company, the Independent Expert prepared a new version of its report dated 31 October 2025, which supersedes the Initial Report. The new version of the Independent Expert's report is available on the shared website of Box BidCo and Waga Energy (www.eqt-waga-energy.com).

The Company's Board of Directors met again on 31 October 2025 to review the new version of the Independent Expert’s report. Unanimously and following the identical recommendation of the ad hoc committee, which met beforehand, the Board (i) took note of the new Independent Expert's report dated 31 October 2025, which reiterates the conclusions set out in its Initial Report, and (ii) reiterated its favorable reasoned opinion on the proposed Offer as formulated at its meeting of October 1, 2025.

The proposed Offer remains subject to review by the French Financial Markets Authority (AMF).

About Waga Energy

Founded in 2015, Waga Energy (EPA: WAGA) produces competitively priced Renewable Natural Gas (RNG, also known as biomethane) by upgrading landfill gas using a patented purification technology called WAGABOX®. The RNG produced is injected directly into the gas grids that supply individuals and businesses, providing a substitute for fossil natural gas. Waga Energy currently operates 32 RNG production units in France, Spain, Canada and the USA, representing an installed capacity of more than 5.4 million GJ (1.5 TWh) per year. To date, WagaEnergy has 19 RNG production units under construction worldwide. Each project initiated by WagaEnergy contributes to the fight against global warming and helps the energy transition. Waga Energy is listed on Euronext Paris (FR0012532810 – EPA: WAGA).

Waga Energy - Le biométhane pour tous

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Disclaimer

This press release is not an offer to purchase or sell or a solicitation of securities and may not be published, forwarded or distributed, directly or indirectly, in the United States. This press release is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to tender, buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to tender, buy or subscribe for, ordinary shares in the share capital of Waga Energy (the \"securities\") in the United States of America (the \"United States\") or in any other jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States would have to be made by means of a prospectus that could be obtained from the issuer and that would contain detailed information about the company and management, as well as financial statements. EQT, Box BidCo and Waga Energy do not intend to register any portion of the proposed offering in the United States nor to conduct a public offering of securities in the United States. No offer to sell or subscribe for securities, or announcement of a forthcoming offer to sell or subscribe for securities, or solicitation of any offer to buy or subscribe for securities, or announcement of a forthcoming solicitation of any offer to buy or subscribe for, securities will be made in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, other than pursuant to an exemption from registration or qualification under and otherwise in compliance with the securities laws of such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. EQT, Box BidCo and Waga Energy exclude all liability in the event of any breach of the applicable legal restrictions by any person.

[1] The ad hoc committee of the Company's Board of Directors is composed of Anne Lapierre (Chair), Anne de Bagneux and Dominique Gruson, who are independent directors within the meaning of the Middlenext corporate governance code to which the Company refers.

[2] The earn-out is based on the total amount of the United States of America federal income investment tax credits that could be monetized by Waga Energy by June 30, 2028, in connection with certain of its projects developed in the United States o America.