DGAP-Adhoc: GFJ ESG Acquisition I SE: GFJ ESG Acquisition I SE and tado GmbH executed Letter of Intent and expect to sign Business Combination Agreement; PIPE marketing process to commence

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Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

GFJ ESG Acquisition I SE and tado GmbH executed Letter of Intent and expect to sign Business Combination Agreement; PIPE marketing process to commence

Luxembourg, January 17, 2022 - GFJ ESG Acquisition I SE (the "Company"), a Luxembourg special purpose acquisition company, has entered into a non-binding letter of intent ("LoI") for a business combination agreement (the "BCA") with tado GmbH, Munich, Germany ("tado"). tado is a European market leader for smart indoor climate management solutions and energy-saving technologies. On the basis of the BCA, the combined group would become publicly traded on the Frankfurt Stock Exchange. The transaction, as currently envisaged, will value tado with an enterprise value of approximately EUR 450 million.

The Company and tado will now start marketing the PIPE investment (private investment in public equity). Subsequently, the parties plan to sign the BCA.

In the context of the transaction, the existing shareholders of tado would transfer 100% of the outstanding equity and equity equivalents of tado to the Company in exchange for (i) new shares in the Company and (ii) a consideration in cash in an amount of up to EUR 25 million. The combined group will be listed on the Frankfurt Stock Exchange and will have a shareholder base comprised of (i) tado's existing shareholders, (ii) the Company's shareholders, and (iii) the PIPE investors.

The targeted business combination will be subject to approval by the Company's shareholders and the satisfaction or waiver of certain other customary closing conditions.

Contact:
Gisbert Rühl
55, Avenue Pasteur
L-2311 Luxembourg
Luxembourg
[email protected]

Important Notice

This publication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of GFJ ESG Acquisition I SE (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

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The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purpose of the product governance requirements contained within MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the "MiFID II Requirements"), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Public Shares and Public Warrants have been subject to a product approval process. As a result, it has been determined that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.

This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.