PRESS RELEASE ON THE FILING OF A DRAFT OFFER DOCUMENT RELATING TO THE SIMPLIFIED TENDER OFFER FOR THE SHARES OF WAGA ENERGY INITIATED BY BOX BIDCO S.A.S.

THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION OF THE FRENCH LANGUAGE PRESS RELEASE WHICH WAS PUBLISHED BY THE OFFEROR ON 2 OCTOBER 2025. IN THE EVENT OF ANY DIFFERENCES BETWEEN THIS UNOFFICIAL ENGLISH LANGUAGE TRANSLATION AND THE OFFICIAL FRENCH LANGUAGE PRESS RELEASE, THE OFFICIAL FRENCH LANGUAGE PRESS RELEASE SHALL PREVAIL.

PRESS RELEASE DATED 2 OCTOBER 2025

ON THE FILING OF A DRAFT OFFER DOCUMENT RELATING TO THE SIMPLIFIED TENDER OFFER FOR THE SHARES OF WAGA ENERGY INITIATED BY BOX BIDCO S.A.S.

PRESENTED BY

The Draft Offer Document is available on the shared website of Box BidCo and Waga Energy (www.eqt-waga-energy.com) and on the website of the AMF (www.amf-france.org) and may be obtained free of charge from:

1. OVERVIEW OF THE OFFER

Pursuant to Title III of Book II and more specifically Articles 233-1, 2° and 234-2 et seq. of the AMF General Regulation, Box BidCo S.A.S., a French simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 409,180,000.05, having its registered office at 8, avenue Hoche 75008 Paris, France registered with the Paris Trade and Companies Registry (Registre du Commerce et des Sociétés) under number 941 775 256 (“Box BidCo” or the “Offeror”) irrevocably offers to all shareholders of Waga Energy S.A., a French public limited company (société anonyme) with a board of directors and a share capital of EUR 256,766.06, having its registered office at 5 avenue Raymond Chanas, 38320 Eybens, France, registered with the Grenoble Trade and Companies Registry under number 809 233 471 (“Waga Energy” or the “Company”, and together with its directly or indirectly owned subsidiaries, the “Group”) to acquire, in cash all of the shares of the Company which are traded on the compartment B of the regulated market of Euronext Paris (“Euronext Paris”) under ISIN Code FR0012532810, ticker symbol “WAGA” (the “Shares”) that the Offeror does not hold (subject to the exceptions set out below), directly or indirectly, on the date of the Draft Offer Document, at the price of EUR 21.55 per Share (the “Offer Price”) which may be increased by a (i) potential earn-out amount of up to EUR 2.15 per Share under the conditions described in Section 2.6 (the “Earn-Out”) and/or (ii) Potential Price Adjustment under the conditions set forth in Section 2.7, as part of a simplified mandatory tender offer, the terms and conditions of which are described hereafter (the “Offer”) and which may be followed, if all conditions are met, by a squeeze-out procedure pursuant to Articles 237-1 to 237-10 of the AMF General Regulation (the “Squeeze-Out”).

The Offer results from the completion of the Block Transaction (which is described in Section1.1.2).

As of the date of this Press Release, Box BidCo holds, directly and by assimilation, 14,502,972 Shares, i.e. c. 56.48% of the share capital and 53.18% of the theoretical voting rights of the Company[1] including 40,460 Shares held in treasury by the Company (the “Treasury Shares”) assimilated to Shares held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code.

To the extent that the Offeror has crossed upward the threshold of 30% of the Company's share capital and voting rights as a result of the Block Transaction, the Offer is mandatory pursuant to Article L. 433-3, I of the French Monetary and Financial Code and Article 234-2 of the AMF General Regulation.

In accordance with Article 231-6 of the AMF General Regulation, the Offer targets all Shares, whether outstanding or to be issued, that are not held directly and by assimilation by the Offeror, i.e., the Shares other than the Excluded Securities (as defined below):

• which are already issued, i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum of 11,173,634 Shares; and
• which may be issued before the closing of the Offer (as per the indicative timetable provided in Section 2.10) as a result of the exercise of the 2019 BSPCE, the 2021 BSPCE, the 2021 Stock-Options and the vested part of the 2023 BSPCE and 2023 Stock-Options[2] (each as defined in Section 2.4) granted by the Company (together the “Exercisable Securities”) and corresponding to the knowledge of the Offeror and as at the date of the Draft Offer Document, to a maximum of 1,314,346 Shares corresponding to all the vested but not exercised Exercisable Securities,

i.e., to the knowledge of the Offeror at the date of the Draft Offer Document, a maximum number of 12,487,980 Shares targeted by the Offer.

It is specified that the Offer does not target:

• the Treasury Shares assimilated to the Shares held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code, i.e., to the knowledge of the Offeror and as the date of this Press Release, 40,460 Shares;
• the Exercisable Securities that will be covered by the 2019/2021 Liquidity Agreements or the 2023 Waiver and Indemnification Agreements, as applicable, as well as all the Shares that may result from the exercise of such Exercisable Securities; and
• the Shares that may result from the exercise, when allowed under their respective plans, of the unvested part as of the date hereof of the 2023 BSPCE and 2023 Stock-Options together with the 2024 BSPCE and the 2024 Stock-Options (as defined in Section 2.4) (together the “Unexercisable Securities”) that will be covered by the 2023 Waiver and Indemnification Agreements or the 2024 Liquidity Agreements, as applicable. To the knowledge of the Offeror and as of the date hereof, a maximum of 911,254 Shares may result from the exercise of the Unexercisable Securities, these Shares being legally and technically unavailable cannot be tendered to the Offer,

together, the “Excluded Securities”.

To the knowledge of the Offeror, there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the existing Shares, the BSPCE and the Stock-Options described in Section 2.4.

The Offer will be conducted under the simplified procedure in accordance with Article 233-1 et seq. of the AMF General Regulation and will be followed, if conditions are met, by a Squeeze-Out procedure pursuant to Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation.

The duration of the Offer will be fifteen (15) Trading Days[3].

In accordance with Article 231-13 of the AMF General Regulation, the Offer is presented by BNP Paribas and Rothschild & Co Martin Maurel as presenting banks of the Offer (together the “Presenting Banks”) on behalf of the Offeror. Only BNP Paribas guarantees the terms and the irrevocable nature of the commitments made by the Offeror in connection with the Offer (including with respect to the Earn-Out referred to in Section 2.6 that may be paid in 2028 by the Offeror and the Potential Price Adjustment mechanism described in Section 2.7), which characteristics are herein after described.

1.                 Background of the Offer
   1.            Presentation of the Offeror

Box BidCo is a special purpose vehicle incorporated under French law for the purposes of the Offer whose share capital is directly fully owned by Box TopCo S.A.S[4] (“Box TopCo”) which is itself indirectly controlled by EQT Fund Management S.à r.l.[5], acting as manager (gérant) of EQT Transition Infrastructure S.à r.l. SICAF-RAIF and certain of its affiliates (“EQT Transition Infrastructure”).

EQT Fund Management S.à r.l. is a wholly-owned subsidiary of EQT AB, a Swedish company listed on Nasdaq Stockholm since 2019, where it is one of the largest market capitalizations, with a market capitalization of circa. EUR 35.91 billion as at 26 September 2025.

The shareholding structure of Box TopCo is as follows as of the date of the Draft Offer Document:

EQT Transition Infrastructure deploys an investment strategy within the EUR 77 billion[6] Infrastructure platform of the leading private equity group EQT (being existing EQT funds or successor funds advised directly or indirectly by the EQT AB group, collectively, as the context may require, “EQT”), focused on scaling businesses that help drive proven and profitable new energy solutions.

More broadly, EQT is a purpose-driven global investment organization with EUR 266 billion in total assets under management (EUR 141 billion in fee-generating assets under management) as of 30 June 2025, within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

2.            Reasons for the Offer

Waga Energy was founded in 2015 and produces competitively priced renewable natural gas (RNG, also known as biomethane) by upgrading landfill gas using a patented purification technology called WAGABOX®. As France’s leading independent producer of RNG, Waga Energy develops its own projects in-house, and arranges their contracting and financing as part of the project management process. After site commissioning, the Company operates, monitors and manages projects through their useful life.

Waga Energy has inaugurated its first WAGABOX® in 2017. Since then, Waga Energy has established itself as a renowned independent player in the global RNG sector with 31 RNG production units in France, Spain, Canada and the United States of America representing an installed capacity of 5.1million MMBtu (1.5 TWh) per year, and has 19 RNG production units under construction worldwide.

On 27 October 2021, Waga Energy's shares were admitted to trading on the regulated market of Euronext Paris. After having successfully grown its development business and portfolio of renewables projects over the preceding four (4) years, Waga Energy pursued its growth taking into account the capital-intensive nature of a scaling renewables development business.

EQT closely followed the development of Waga Energy. After a period of negotiation and due diligence, EQT made an offer to certain main shareholders of the Company, following which the envisaged majority stake acquisition by EQT was announced on 6 June 2025.

The Offeror regards Waga Energy as a high-quality developer and operator, and believes that the Company would represent a thematic addition to EQT's existing portfolio of energy transition-related investments. The Offeror believes it is well positioned to assist the Company in the next stage of its growth, from a commercial and financial perspective.

Waga Energy's growth is based on a strategy of geographic expansion of its project portfolio notably in the Unites States of America.

Each of Mr. Mathieu Lefebvre, Mr. Nicolas Paget and Mr. Guénaël Prince has been a cornerstone founder and investor of Waga Energy since the beginning, supporting the Company’s growth until this day.

Since its IPO in October 2021, Waga Energy’s revenues have grown from EUR 12.3 million in 2021 to EUR 55.7 million in 2024, an average annual growth rate of approximately 65%, and at the end 2024, the Company had 49 RNG production units in operation or under construction in Europe and North America. Its commercial unweighted pipeline amounts to 16.8 TWh p.a. as of April 2025 (+40% YoY), confirming a strong commercial momentum in its priority markets.

In its latest press release relating to its results for the first half of 2025, the Company confirmed its objective to deliver EBITDA breakeven in the course of 2025, having delivered an EBITDA for the first half of 2025 equal to EUR (0.2 million) as compared to an EBITDA of EUR (2.6 million) in 2024, while it continues to reduce its operating loss, which stood at EUR (6.8 million) for the first half of 2025, as compared to (EUR 13 million) in 2024.

High revenue growth continues to be fuelled by significant increase in projects and capital expenditures, which increased from EUR 49.2 million in 2023 to EUR 61.5 million in 2024 (as compared to revenues of EUR 55.7 million in 2024).

To support this growth strategy and international expansion, the Company completed a capital increase in March 2024 at a subscription price of EUR 13.20 per Share, raising EUR 52 million. This transaction, carried out amid a marked acceleration of growth, particularly in North America, allowed the Company to finance the equity portion of new investments and the pre-manufacturing and manufacturing of WAGABOX® units.

Building on this financing and to realize some of its pipeline in key markets, such as North America, Waga Energy would need to deploy substantial additional capital at pace. In this context, EQT has appeared to the Selling Shareholders (as such term is defined below) as a suitable majority shareholder, benefitting from a significant track record investing in the energy transition, a global operating capability and relevant industrial ownership approach, as well as an ability to provide the necessary scale capital for the Company’s next phase of growth, for which the current objective of relying solely on raising non-dilutive financing could prove too challenging in the medium term, especially considering the current equity capital markets trends for small and mid-caps.

The Offeror has stated its support for the Company’s management team and ambition to continue deploying projects at scale, and looks forward to partnering in growing the business to meet the increasing demand for clean energy globally and improve Waga Energy's impact in fighting climate change.

On 5 June 2025 (the “Put Option Date”), the Offeror and its parent company Box TopCo entered into a put option agreement with Mathieu Lefebvre, Guénaël Prince, Nicolas Paget (collectively, the “Founders”), Holweb S.A.S.[7] (“Holweb”) and historical shareholders Starquest Capital, Tertium Invest, Noria Invest, Swen Impact Fund for Transition and ALIAD (together with the Founders and Holweb, the “Selling Shareholders”) to acquire 14,462,512 Shares representing approximately c. 56.33% of the share capital of the Company[8] at the Offer Price per Share (i.e., EUR 21.55 per Share) which may be increased by the potential Earn-Out referred to in Section 2.6 and/or the Potential Price Adjustment referred to in Section 2.7.

The Company’s works council was informed and consulted, in accordance with the provisions of articles L. 2312-8 et seq. of the French Labor Code, on the Block Transaction and the Offer and issued a favorable opinion on 17 June 2025.

On 24 June 2025, following completion of the works council information and consultation process, and exercise of the put option by the Selling Shareholders, the Offeror, as purchaser, and Box TopCo entered into a share purchase agreement (the “SPA”) with the Selling Shareholders, to acquire 10,569,531 Shares representing approximately c. 41.16% of the share capital of the Company (the “Block Acquisition”) at the Offer Price per Share (i.e. EUR 21.55 per Share) which may be increased by a (i) potential Earn-Out of up to EUR 2.15 per Share under the conditions described in Section 2.6, and/or (ii) Potential Price Adjustment under the conditions described in Section 2.7. In addition, it has also been agreed that 3,892,981 Shares held by the Founders and Holweb, representing approximately c. 15.16% of the share capital of the Company, were to be concomitantly contributed to the Offeror or Box TopCo, as applicable, as set out in Section 1.3.3 (the “Contributions” and together with the Block Acquisition, the “Block Transaction”).

On 15 September 2025, the SPA was amended by the parties thereto in order to authorize, inter alia, certain donations of Shares made by Mathieu Lefebvre and Nicolas Paget in favour of their children so that such children be deemed Selling Shareholders under the SPA and thus be compelled to transfer the donated Shares to the Offeror upon completion of the Block Transaction.

On 17 September 2025, following satisfaction of the conditions precedent provided for under the SPA (i.e., see relevant regulatory approvals referred to in Section 1.1.6), and in accordance with the terms and conditions of the SPA, the Block Transaction was completed, as a result of which the Offeror since holds directly and by assimilation 14,502,972 Shares and theoretical voting rights (i.e. c. 56.48% of the share capital and 53.18% of the theoretical voting rights of the Company)[9].

As a result of the Block Transaction, the Offeror has exceeded the thresholds of 30% of the Company's share capital and voting rights and was required to file the Offer pursuant to Article L. 433-3, I of the French Monetary and Financial Code and Article 234-2 of the AMF General Regulation.

3.            Shareholding structure of the Company's share capital and voting rights
   1. Shareholding structure of the Company's share capital and voting rights before the Block Trade Acquisition

Prior to the completion of the Block Transaction, to the knowledge of the Offeror, the share capital and voting rights of the Company were as follows: