FORESIGHT ENVIRONMENTAL INFRASTRUCTURE LIMITED

(“FGEN” or the “Company”)

Portfolio Update – CNG Foresight

FGEN, a leading listed investment company with a diversified portfolio of environmental infrastructure assets across the UK and mainland Europe, is pleased to announce a transaction to combine its investments in renewable biomethane (“Bio-CNG”) refuelling stations with the assets of ReFuels N.V. (“ReFuels”), a leading European supplier of Bio-CNG for the decarbonisation of heavy goods vehicles.

FGEN, together with another Foresight-managed fund (together, the “Foresight Funds”), currently own a majority interest in a joint venture (“CNG Foresight”) that owns 15 public access Bio-CNG refuelling stations and associated mobile refuelling equipment. ReFuels currently owns CNG Fuels Ltd, a developer of Bio-CNG refuelling stations and the operator of the stations held within CNG Foresight, and 79.2% of a biomethane sourcing company, Renewable Transport Fuel Services Ltd (“RTFS”).

The transaction will see CNG Foresight and RTFS become subsidiaries of CNG Fuels. On completion of the transaction, the Foresight Funds will receive 60% of the ordinary share capital of CNG Fuels, with FGEN’s look-through interest being 15%, and £150.15 million in 10% preferred return instruments issued by CNG Fuels, of which FGEN’s interest is £37.5m. ReFuels will receive the remaining 40% of ordinary share capital and £15.95 million in the same preferred return instruments. ReFuels will also have a return (ratchet) mechanism which may increase its share of value based on the exit valuation of the business.

The combination will create a fully integrated biomethane sourcing, station ownership and Renewable Transport Fuel Certificate business well-placed to build on its market leading position. The current network of stations in operation has the capacity to serve 10,000 HGVs per day and has an annual dispensing capacity of more than 310 million kg of Bio-CNG to customers including Amazon, DHL and Marks & Spencer. The transaction provides a path to further growth via a rollout of a further nine public access Bio-CNG refuelling stations by the end of 2028.

Completion of the transaction is subject to approval by an extraordinary general meeting (“EGM”) of ReFuels and certain other customary closing conditions. The notice of the EGM will be issued shortly. The transaction is expected to be completed in April 2025.

Chris Tanner, Foresight investment manager for FGEN, said:

“CNG Fuels has an unmatched track record in developing and operating Bio-CNG infrastructure across the UK. Their expertise, scale and first-mover advantage put them years ahead of the competition, uniquely positioned to deliver significant value creation as demand for low-carbon transport accelerates. We look forward to extending our long-standing collaboration with ReFuels through a simplified and efficient platform with a clear growth strategy”.

Philip Fjeld, CEO of ReFuels, said:

“By consolidating biomethane sourcing, station ownership and certificates, we are creating a leading integrated and fully equity-funded Bio-CNG infrastructure platform. This opens new sources of capital to finance a doubling of our refuelling capacity supported by rapidly increasing cash flow from operations. A larger station portfolio will enable additional truck fleets to decarbonise, further fuelling network effects and scale effects”.