May 31, 2021

Tritium, a Brisbane-based developer and manufacturer of direct current (DC) fast chargers for electric vehicles (EVs), and Decarbonization Plus Acquisition Corporation II (DCRN) (NASDAQ: DCRN, DCRNW), a special purpose acquisition company, announced a definitive agreement for a business combination that would result in Tritium becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Tritium and is expected to be listed on the NASDAQ and trade under the new ticker symbol “DCFC.”

Founded in 2001 by Dr. David Finn, James Kennedy, and Dr. Paul Sernia, Tritium designs, develops, and manufactures proprietary hardware for advanced and reliable DC fast charging. The company has a two-decade history in advanced power electronics and electric transportation, starting as a developer of technology for solar race cars and other extraordinary projects, like the battery management system for James Cameron’s “Deepsea Challenger” submersible.

Recognizing opportunity in the emerging EV sector, Tritium applied its experience in power electronics for extreme climates to create DC fast charging technology tested for, and installed in, some of the world’s harshest conditions. Having established itself as a global market leader, Tritium is well-positioned to benefit from accelerating and sustained long-term growth of the global passenger EV market, which is projected to have a compound annual growth rate (“CAGR”) of nearly 20% through 2040. Global EV charging hardware sales are projected to have an average CAGR of more than 25% each year over this period.

Tritium has provided more than 2.7 million high-power charging sessions across 41 countries, delivering over 55 GWh of energy. The company’s intellectual property includes the world’s only fully liquid-cooled, IP65-rated charger, providing customers with technology that is ingress-protected and sealed from outside elements, thus reducing the total cost of ownership.

Tritium Chief Executive Officer Jane Hunter said, “The accelerated electrification of the transport sector globally is now underway and has extraordinary implications beyond the benefits to individual consumers. Our industry is essential to achieving global emission reduction targets both through increased adoption of electric vehicles and the deployment of EVs for mass energy storage technology. As ‘batteries on wheels,’ EVs will help pave the way for more renewable power to be introduced into national energy mixes. E-mobility also plays a critical role in improving air quality, which is critical for public health in populated regions.

The agreement between Tritium and DCRN is a vote of confidence in Tritium’s vision and market viability as well as the e-mobility industry as a whole. We plan to expand to three global manufacturing facilities, expedite product development, grow our global sales and service operations teams, and so much more. This agreement funds that growth plan, enabling us to expand our business operations, enhance our products, and provide even more services to our customers.”

Robert Tichio, Chairman of DCRN, who will join the board of directors of the combined company at the close of the transaction, added, “We are extremely excited and honored to partner with Tritium, as we believe the company’s demonstrated track record of innovation in power electronics and its well-established manufacturing and operational structure will allow Tritium to maintain and expand its position as a market leader in the charging hardware space. Under Ms. Hunter’s leadership, the company has developed an incredible team of more than 340 employees on four continents and a diversified base of blue-chip customers, while positioning Tritium to be the leader in DC fast charging as the adoption of electric vehicles continues to accelerate. As the wave of investment capital directed to environmental, social, and corporate governance (“ESG”) goals continues its acceleration, we believe a publicly traded Tritium will serve as a valuable core holding for ESG investors. We look forward to working with Jane and the entire Tritium team to speed the efficient electrification of global transport.”

Transaction Overview

The transaction is anticipated to generate gross proceeds of up to approximately US$403 million (AUD$520 million) of cash, assuming minimal redemptions by DCRN’s public stockholders. The funds will be used to fund operations and growth. The pre-money enterprise value of the combined company is US$1.4 billion (AUD$1.8 billion) at the price of US$10 per share, excluding cash to go to the balance sheet.

Former Boeing executive Jane Hunter will continue as the Chief Executive Officer of Tritium, alongside co-founders James Kennedy (Chief Technology Officer) and Dr. David Finn (Chief Growth Officer), and executives David Toomey(Chief Revenue Officer) and Michael Hipwood (Chief Financial Officer).

In addition to Robert Tichio, Jane Hunter, Dr. David Finn, Trevor St. Baker AO (Founder and Chairman of St. Baker Energy Innovation Fund), Brian Flannery (Managing Director of White Energy Company Limited), and Kara Frederick (Managing Director of Tiger Financial Group) are expected to join the combined company’s board of directors when the transaction closes.

“Today is an incredibly proud day for Tritium’s founders, David, James and Paul, and also for Australia’s technology and e-mobility sectors,” Mr. St. Baker said. “We’re proud to have supported the Tritium success story from a start-up in Brisbane, to a global exporter and manufacturer of advanced charging technology with a leading global market share.” Mr. St. Baker, along with Jeff Phillips (CEO of Varley Group) and Brian Flannery have been instrumental in steering the company to its present stage.

The boards of directors of both Tritium and DCRN have approved the proposed transaction, subject to, among other things, the approval by DCRN’s stockholders and satisfaction or waiver of the other conditions stated in the definitive documentation, including the waiver or expiration of a Tritium shareholder’s right to acquire Tritium under the shareholder’s deed in relation to Tritium.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by DCRN with the Securities and Exchange Commission and available at www.sec.gov.

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