SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. )*
Tigo Energy, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
88675P103
(CUSIP Number)
May 23, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
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CUSIP No. 88675P103
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SCHEDULE 13G
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
Generation Investment Management LLP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
8,043,244
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
8,043,244
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,043,244
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.8%*
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12
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TYPE OF REPORTING PERSON
IA
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* Beneficial ownership based on 58,144,543 shares of Common Stock outstanding as reported on the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2023 plus 32,666 shares of Common
Stock issuable upon the exercise of options.
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CUSIP No. 88675P103
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SCHEDULE 13G
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
Generation IM Climate Solutions GP, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
8,043,244
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
8,043,244
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,043,244
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.8%*
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12
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TYPE OF REPORTING PERSON
OO
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* Beneficial ownership based on 58,144,543 shares of Common Stock outstanding as reported on the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2023 plus 32,666 shares of Common
Stock issuable upon the exercise of options.
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CUSIP No. 88675P103
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SCHEDULE 13G
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
Generation IM Climate Solutions Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
8,043,244
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
8,043,244
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,043,244
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.8%*
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12
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TYPE OF REPORTING PERSON
OO
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* Beneficial ownership based on 58,144,543 shares of Common Stock outstanding as reported on the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2023 plus 32,666 shares of Common
Stock issuable upon the exercise of options.
3
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Item 1(a)
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Name of Issuer:
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Tigo Energy, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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655 Campbell Technology Parkway, Suite 150
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Campbell, CALIFORNIA 95008
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Items 2(a)
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Name of Person Filing:
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Generation Investment Management LLP
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Generation IM Climate Solutions GP, Ltd.
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Generation IM Climate Solutions Fund, L.P.
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Item 2(b)
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Address of Principal Business Office:
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Generation Investment Management LLP: 20 Air Street, 7th floor, London, United Kingdom W1B 5AN.
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Generation IM Climate Solutions GP, Ltd.: Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands.
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Generation IM Climate Solutions Fund, L.P.: Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands.
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Item 2(c)
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Citizenship:
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Generation Investment Management LLP – England and Wales
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Generation IM Climate Solutions GP, Ltd. – Cayman Islands
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Generation IM Climate Solutions Fund, L.P. – Cayman Islands
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Item 2(d)
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Title of Class of Securities:
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Common Stock, par value $0.0001 per share
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Item 2(e)
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CUSIP Number:
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88675P103
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| Item 3 |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is: |
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(a)
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☐ Broker or dealer registered under Section 15 of the Act;
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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5
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Item 4
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Ownership:
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The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein
by reference for each such Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following [ ].
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
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N/A
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Item 8
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Identification and Classification of Members of the Group:
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N/A
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Item 9
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Notice of Dissolution of Group:
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N/A
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Item 10
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Certification:
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N/A
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6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and
correct.
Dated: June 2, 2023
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GENERATION INVESTMENT MANAGEMENT LLP
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By:
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/s/ Alexander Marshall
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Name:
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Alexander Marshall
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Title:
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Partner |
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GENERATION IM CLIMATE SOLUTIONS GP, LTD.
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By:
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/s/ Peter Huber
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Name:
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Peter Huber
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Title:
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Director of the General Partner
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GENERATION IM CLIMATE SOLUTIONS FUND, L.P.
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By: Generation IM Climate Solutions GP, Ltd.
Its: General Partner
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By:
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/s/ Peter Huber
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Name:
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Peter Huber
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Title:
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Director of the General Partner
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EXHIBIT 99.1
AGREEMENT OF REPORTING PERSONS
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall
be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and
accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that such person or entity knows or has reason to believe that
such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated: June 2, 2023
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GENERATION INVESTMENT MANAGEMENT LLP
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By:
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/s/ Alexander Marshall
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Name:
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Alexander Marshall
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Title:
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Partner | |
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GENERATION IM CLIMATE SOLUTIONS GP, LTD.
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By:
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/s/ Peter Huber
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Name:
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Peter Huber
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Title:
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Director of the General Partner
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GENERATION IM CLIMATE SOLUTIONS FUND, L.P.
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By: Generation IM Climate Solutions GP, Ltd.
Its: General Partner
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By:
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/s/ Peter Huber
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Name:
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Peter Huber
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Title:
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Director of the General Partner
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