Denmark - Environmental services - VCC Marketing Agreement

HOFOR CC HOLDING A/S (“HOFOR”) has decided to pursue a BECCS project to capture carbon dioxide from the flue gas from the combined heat and power plant unit 4 (AMV4), which includes the design, construction, operation and ownership of a carbon capture facility on the property at or adjacent to Amagerværket, and the development and management of the related upstream and downstream value chain activities on arms-length commercial terms with a view of undertaking the BECCS project with or without a joint venture partner ("Project"). In this respect HOFOR intends to enter into a marketing agreement with Carbon Removals Denmark A/S, a company forming part of the wider Elimini group, to provide services for the marketing and sale of the Project's Verified Carbon Credits (“VCCs”) to VCC buyers against payment from HOFOR. The services to be provided include the development and completion of a sales and marketing plan, creation and implementation of marketing materials, leading and drafting agreements with prospective VCC buyers, leading the handling of the due diligence process vis-à-vis prospective VCC buyers, and the development and completion of a Project Design Document including leading the validation process. HOFOR and Carbon Removals Demark A/S intend, subject to relevant approvals, for the Project to be developed using a special purpose vehicle (the “Project SPV”), with HOFOR having a controlling interest in the Project SPV. The parties intend for the Project SPV to be the relevant counterparty in respect of all contracts with suppliers, contractors and VCC buyers entered into for the Project. The VCC Marketing Agreement mandates Carbon Removals Denmark A/S - on behalf of HOFOR and the Project SPV - to market and sell VCCs from the Project to VCC buyers. Carbon Removals Denmark A/S is to prepare sales materials, information data room, assists on Q&As from VCC buyers, prepare term sheets and sales agreements, and lead and negotiate sales for HOFOR and the Project SPV. The fees payable by HOFOR CC HOLDING A/S to Carbon Removals Denmark A/S under the VCC Marketing Agreement consist of monthly fees for Carbon Removals Denmark A/S’ sales activities, commission fees for completed sales and delivery of VCCs to VCC buyers, payment of pass-through costs, fees for the preparation and validation of the Project Design Document and payment of termination fees in certain situations. The value of the VCC Marketing Agreement cannot be established at this point, as the value depends on the volume and price of VCCs sold based on Carbon Removals Denmark A/S’ marketing and sales activities. The VCC Marketing Agreement is expected to commence at signing and will continue until terminated by either party. The VCC Marketing Agreement relates to the participation by HOFOR, through its subsidiary HOFOR DSS SPV A/S in the Danish Energy Agency's CCS-subsidy tender, cf. Contract Notice No. 604064-2024 of 8 October 2024.