Shareholder Loans Assignment and Share Settlement

Technologies New Energy plc (LSE: TNE), the energy transition company focused on clean energy projects to drive industrial decarbonisation and on the development of data centre infrastructure, announces that it entered into an agreement concerning the assignment of certain shareholder loan claims (the "Credits") previously owed by its wholly-owned subsidiary, Technologies New Energy, S.A. ("TNE S.A."), to the Company (the "Assignment"; "Assignment Agreement").

The Company confirms that the Assignment constituted a material related party transaction for the purposes of DTR 7.3 and was, accordingly, considered and approved by the statutory directors of the Company who were deemed independent in relation to the Assignment (the "Independent Directors").

The counterparties to the Assignment are Diverstock Investments, S.A. ("Diverstock") and Tranergy, Lda ("Tranergy") (together, the "Creditors"). Diverstock (an entity ultimately beneficially owned and controlled by Mr. José Manuel Meneses da Silva Moura, an Executive Director, and his spouse, Maria João Matos Abreu Faria da Silva Moura) is a shareholder of the Company and a related party (as such term is defined in IFRS). Tranergy (an entity ultimately beneficially wholly-owned and controlled by Imobiliaria Gestao E Consultadoria Empresarial S.A., which in turn is wholly-owned and controlled by Alberto José Quintas Da Silva Mendes) is also a shareholder of the Company, but is not connected to Mr. Meneses and has not previously been disclosed as a related party in the Company's financial statements. Mr. Meneses recused himself from all deliberations and decision-making concerning the Assignment.

The shareholder loan claims (the "Credits") arise from supplementary and ancillary capital contributions previously made by the Creditors to TNE S.A. and total approximately €666,817 in aggregate, comprising: (i) €456,250 owed to Diverstock; and (ii) €210,567 owed to Tranergy.

Following completion of the Assignment, the Credits are owed directly by the Company to the Creditors. The Independent Directors note that these liabilities were already consolidated at Group-level prior to the Assignment and therefore the Assignment does not increase the Group's overall indebtedness, but simplifies the Group's balance sheet by transferring the obligation from subsidiary level to the parent company.

Under the terms of the Assignment Agreement, dated 29 December 2025, the Credits may be satisfied, in whole or in part, by the allotment and issue of new ordinary shares in the Company during 2026, subject to applicable shareholder authorities and compliance with applicable regulatory requirements. No ordinary shares have been allotted and issued pursuant to the Assignment as at the date of this announcement.

The Independent Directors consider the Assignment to be fair and reasonable from the perspective of the Company and shareholders of the Company who are not related parties, noting the benefits of reduced cash outflows and improved liquidity and financial flexibility.

Commenting on today's announcement, Julio Perez, Chief Executive Officer of Technologies New Energy plc, said:

"This Assignment shows strong support from existing shareholders and confidence in increasing their ownership in the Company. Settling these liabilities in shares rather than cash is an efficient outcome that supports our growth plans and benefits all stakeholders."

This announcement is made in accordance with DTR 7.3.8R.