The Companys management and the Audit Committee have discussed the matters disclosed in this Current
Report on Form 8-K pursuant to this Item 4.02 with the Independent Accountants. A copy of a letter from the Independent Accountants is attached hereto as Exhibit 7.01.
IMPORTANT LEGAL INFORMATION
Forward Looking
Statements
This report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transaction between ReNew Power Private Limited (ReNew), ReNew Energy Global Limited (PubCo) and RMG Acquisition Corporation II (RMG II), including statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the services offered by ReNew and the markets in which it operates, and ReNews projected future results. These forward-looking statements generally are identified by the words believe,
project, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, should, will,
would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to:
(i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of RMG IIs securities, (ii) the risk that the transaction may not be completed by RMG IIs business
combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by RMG II, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the
agreement and plan of merger by the shareholders of RMG II and ReNew, the satisfaction of the minimum trust account amount following redemptions by RMG IIs public shareholders and the receipt of certain governmental and regulatory approvals,
(iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of
merger, (vi) the effect of the announcement or pendency of the transaction on ReNews business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of ReNew or diverts
managements attention from ReNews ongoing business operations and potential difficulties in ReNew employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against
ReNew, RMG II or their respective directors or officers related to the agreement and plan of merger or the proposed transaction, (ix) the amount of the costs, fees, expenses and other charges related to the proposed transaction, (x) the
ability to maintain the listing of RMG IIs securities on The Nasdaq Stock Market LLC, (xi) the price of RMG IIs securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated
industries in which ReNew plans to operate, variations in performance across competitors, changes in laws and regulations affecting ReNews business and changes in the combined capital structure, (xii) the ability to implement business
plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, including the conversion of pre-orders into binding orders,
(xiii) the ability of RMG II to issue equity or equity-linked securities in connection with the transaction or in the future, (xiv) the risk of downturns in the renewable energy industry and (xv) the impact of the global COVID-19 pandemic on any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk
Factors section of PubCos registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, RMG IIs Annual Report on Form 10-K, as amended, and other documents filed by PubCo or RMG II from time to time with the U.S. Securities and Exchange Commission (the SEC). These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and PubCo and RMG II assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither ReNew nor RMG II gives any
assurance that either ReNew or RMG II will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by ReNew or RMG II or any other person that the events or circumstances described in such
statement are material.
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