If you owned RMG Acquisition Corporation II (NASDAQ: RMGB) (“RMGB”) shares as of the close of business on July 20, 2021, we encourage you to vote as soon as possible and before 11:59 p.m. ET on August 15, 2021 in favor of the business combination with ReNew Power Private Limited (“ReNew Power”).
How to Vote
Your vote matters. RMG Acquisition Corporation II (“RMGB”) encourages all shareholders to vote today in favor of the business combination with ReNew Power!
Voting is simple. There are three ways to vote:
Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction Form mailed (or e-mailed) to you. To vote online, you will need your voting control number, which you can find on your Voting Instruction Form.
Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction Form mailed (or e-mailed) to you. To vote via the automated telephone service, you will need your voting control number, which you can find on your Voting Instruction Form.
Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction Form mailed (or e-mailed) to you. To send in your vote via mail, you will need your voting control number, which you can find on your Voting Instruction Form.
*If Voting by Mail, to ensure your vote is handled properly, be sure to:
- Mark, sign and date your Voting Instruction Form;
- Fold and return your Voting Instruction Form in the postage-paid envelope provided; and
- Mail your Voting Instruction Form to ensure receipt on or before August 13, 2021.
YOUR CONTROL NUMBER IS FOUND ON YOUR VOTING INSTRUCTION FORM
If you did not receive or have misplaced your Voting Instruction Form, contact your bank, broker or other nominee for a form replacement or to obtain your control number. You will need this in order to vote. A bank, broker or other nominee is a person or firm that acts as an intermediary between an investor and the stock exchange who can help you vote your shares.
Have questions or need help voting your shares? Read on for more information, or call or email Morrow Sodali, RMGB’s proxy solicitor, at (800) 662-5200 or RMGB.firstname.lastname@example.org.
Frequently Asked Questions (FAQs)
How do I vote my shares?
If you were a RMGB holder of record on the July 20, 2021 record date for the extraordinary general meeting of our shareholders (“Extraordinary General Meeting”), you may vote with respect to the proposals online at the virtual Extraordinary General Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If your shares were held in “street name” (meaning you purchased through a broker, bank or other nominee) as of the close of business on July 20, 2021, contact them immediately to obtain your control number and instructions to vote online or by telephone.
Can I still vote if I no longer own my shares?
Yes, if you owned RMGB shares as of the close of business on July 20, 2021, the record date for the Extraordinary General Meeting, you can still vote your shares even if you no longer own them.
Where can I find my control number?
Your voting control number is the number provided on your Voting Instruction Form in large bold text that was mailed (or e-mailed) to you with your proxy materials. If your shares are held by a bank, broker or other nominee and you cannot locate your control number, you will need to contact them to obtain your control number.
When do I need to vote by?
We encourage you to vote as soon as possible and before 11:59 p.m. ET on August 15, 2021. If you vote by mail, we suggest you postmark your signed Voting Instruction Form with ample time to ensure receipt by August 13th.
How long will it take to vote?
Voting is simple and designed to take just a few minutes, depending on how you vote. We recommend voting online for the quickest experience.
What if I want to vote by mail or phone?
You can vote in one of three ways: online, by telephone or by mail. If you need assistance voting your shares, please call Morrow Sodali LLC, RMGB’s proxy solicitor, toll-free at (800) 662-5200 or e-mail at RMGB.email@example.com.
Who should I contact with questions?
If you need assistance voting your shares, please call Morrow Sodali LLC, RMGB’s proxy solicitor, toll-free at (800) 662-5200 or send an e-mail to RMGB.firstname.lastname@example.org. Banks and brokers can place a collect call to Morrow Sodali at (203) 658-9400.
How do I attend the Extraordinary General Meeting on August 16, 2021 at 9:00 AM EST?
The Extraordinary General Meeting will be held in a virtual format on August 16, 2021 at 9:00 AM EST, via live webcast at https://www.cstproxy.com/rmgii/2021.
Where can I go for help logging in to exercise my vote?
Contact your brokerage firm. A list of the top brokerage firms is below to get you started:
Important Information for Investors and Shareholders
In connection with the proposed business combination between ReNew Power and RMGB, RMGB filed a proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”). Shareholders and other interested persons are urged to read the Proxy Statement and any other relevant documents filed with the SEC because they contain important information about RMGB, ReNew Power and the proposed business combination. Shareholders may obtain a free copy of the Proxy Statement, as well as other filings containing information about RMGB, ReNew Power and the proposed business combination, without charge, at the SEC’s website located at www.sec.gov.
Participants in the Solicitation
RMGB, ReNew Energy Global plc (“ReNew Global”) and ReNew Power and their respective directors and officers may be deemed to be participants in the solicitation of proxies from RMGB’s shareholders in connection with the proposed transaction. Information about RMGB’s directors and executive officers and their ownership of RMGB’s securities is set forth in RMGB’s filings with the SEC, including RMGB’s amendment no. 2 to its Annual Report on Form 10-K/A for the year ended December 31, 2020, which was filed with the SEC on May 11, 2021. To the extent that holdings of RMGB’s securities have changed since the amounts printed in RMGB’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/consent solicitation statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between RMGB, ReNew Global and ReNew Power, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by ReNew Power and the markets in which it operates, and ReNew Power’s 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 RMGB’s securities, (ii) the risk that the transaction may not be completed by RMGB’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by RMGB, (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 RMGB and ReNew Power, the satisfaction of the minimum trust account amount following redemptions by RMGB’s 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 ReNew Power’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of ReNew Power or diverts management’s attention from ReNew Power’s ongoing business operations and potential difficulties in ReNew Power employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against ReNew Power, RMGB 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 RMGB’s securities on The Nasdaq Stock Market LLC, (xi) the price of RMGB’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which ReNew Power plans to operate, variations in performance across competitors, changes in laws and regulations affecting ReNew Power’s 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 RMGB 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 ReNew Global’s registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, RMGB’s amendment no. 2 to its Annual Report on Form 10-K/A and other documents filed by ReNew Global or RMGB 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 ReNew Global and RMGB 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 Power nor RMGB gives any assurance that either ReNew Power or RMGB will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by ReNew Power or RMGB or any other person that the events or circumstances described in such statement are material.