DTC (THE DEPOSITORY TRUST COMPANY) ELECTIONS FAQ UPDATED 3th DECEMBER 2024

As previously notified to shareholders, when Carbon Revolution completed its merger with Twin Ridge Capital Acquisition Corp in November 2023, all shares in Carbon Revolution that were held on ASX were cancelled and shareholders were issued shares in the Nasdaq-listed Carbon Revolution Public Limited Company (“CREV”).

If you are a CREV shareholder, you will not be able to trade (sell) your CREV shares on Nasdaq until you have first completed a process called a “DTC Election”, which transfers your CREV shares to a broker or financial institution which is a “DTC participant”. Once appointed, your DTC participant will hold your shares for you on your behalf. This will allow you to trade them on Nasdaq.

CREV shareholders who have not yet made a valid DTC Election in relation to their CREV shares should read the below information.

Prior to the merger, all shareholders who held Carbon Revolution shares on ASX received information in relation to the DTC Election process in shareholder communications including the Scheme Booklet in relation to the merger.

Carbon Revolution elected to pay Computershare to maintain an “Exchange Agent Facility” to keep the DTC Election process open to CREV shareholders after the merger and Nasdaq listing.

Following the CREV listing on Nasdaq on 3 November 2023, shareholders who had not completed a valid DTC Election were sent communications by Computershare (either via email or the post depending on the nominated preferred method of communication, in November 2023 and May 2024) in relation to the process, with instructions about how to complete this process.

The Exchange Agent Facility has been extended for a further 3 month period to 5 February 2025.

The DTC Election process will need to be completed before 5 February 2025. If this process is not completed before then and the deadline is not extended again, your CREV Shares will automatically be transferred to CREV’s register. If this happens, for as long as your CREV shares remain on the register, you will not be able to trade (sell) them on Nasdaq (you must first transfer them to a DTC participant to be able to trade (sell) them, which will be a more complicated and costly process after the Exchange Agent Facility is discontinued – further information about this is provided below).

Please email investors@carbonrev.com or contact the Computershare shareholder help line as noted below if you have not received any communications from Computershare about the DTC Election process or if you have any other queries in relation to the process.

 

SHAREHOLDER HELP LINE

If you are experiencing any issues or have any queries relating to the DTC process, please refer to the details below:

  • Shareholders based in the US, US Territories or Canada please contact Computershare at 1(866) 596-2937.
  • Shareholders based outside of the US, US Territories, and Canada please call 1 (781) 575-2160.

 

WHAT IS A “DTC ELECTION” AND WHY IS IT NEEDED

US listed shares can only be traded (sold) if they are held through a DTC participant broker.

To hold your CREV shares though a DTC participant broker, you need to complete the DTC Election process.

The DTC Election process allows you to nominate a DTC participant (a broker or financial institution which can facilitate trading in US listed securities, including CREV Shares) to hold your CREV Shares for you on your behalf.

Certain Australian brokers with an international share trading capability (and, for CREV shareholders located in other countries, local brokers) may have a relationship with a DTC participant (see FAQ’s below for further details).

If you have not yet made a valid DTC Election in relation to your CREV Shares, your CREV Shares are being held in a temporary account operated by Computershare called the “Exchange Agent Account”. Carbon Revolution has been paying for this facility since the Nasdaq listing on 3 November 2023 and has extended the facility on multiple occasions. Carbon Revolution has extended the facility again for a further 3 months to 5 February 2025.

Below is a summary of the status of your CREV Shares depending on whether you have completed a valid DTC Election process, and when:

I have already completed a valid DTC Election 
  • My shares are held on my behalf by a DTC participant broker and may be traded on Nasdaq. There is no need to read these FAQs
I have not completed a valid DTC Election
  • My shares are currently held in the Exchange Agent Facility (which will be discontinued on 5 February 2025). They cannot be traded (sold) on Nasdaq until I have completed a valid DTC Election
I complete a valid DTC Election before 5 February 2025
  • On completion of a valid DTC Election, my shares will be transferred from the Exchange Agent Account to a holding held on my behalf by my nominated DTC participant broker.
  • I will be able to trade (sell) my shares once I have completed a valid DTC Election.
I actively elect to have my shares held directly on the register
  • I use the DTC election form to elect for shares to be held directly on the register rather than nominating a DTC participant broker.
  • My shares will be moved directly onto the register. While my shares are on the register, they will not be able to be traded (sold) on Nasdaq.
  • Once my shares are directly on the register, it will still be possible to subsequently complete a DTC Election to enable me to trade (sell) my shares. However, a trade will be delayed until a valid DTC Election is completed. It will be more administratively difficult, time-consuming and expensive to complete the process after my shares have been transferred onto the register.
I do not complete a valid DTC Election before 5 February 2025
  • My shares will be moved directly onto the register immediately following 5 February 2025. They will not be able to be traded (sold) on Nasdaq until I have completed a valid DTC Election.
  • Once my shares are directly on the register, it will still be possible to complete a DTC Election to enable me to trade (sell) my shares. However, a trade will be delayed until a valid DTC Election is completed. It will be more administratively difficult, time-consuming and expensive to complete the process after 5 February 2025 after my shares have been transferred directly onto the register.

Making a DTC election

If you would like to make a DTC Election prior to 5 February 2025, you will need to:

  • Conduct your own enquiries to identify a suitable DTC Participant. If you have a broker or use a trading platform, please inquire with your broker or the institution which runs the trading platform whether it is a DTC Participant or affiliated with one, and obtain the DTC Participant name, account number and contact information. You will need this information to complete the DTC Election form.
  • If your CREV Shares are held on the issuer sponsored sub-register, you will need to transfer your holding to a broker account (which is both a CHESS participant and a DTC Participant or affiliated with one) to enable you to complete and submit the DTC Election form.
  • Establish an account with the DTC Participant, if you do not already have one.
  • Make the relevant DTC Election by completing the election process described in the communication sent to you by Computershare. In the communications provided by Computershare you were provided with a unique Account Code and Control Code to enable access to a dedicated webpage where you can complete the information required to submit your DTC Election.

 

IF YOU HAVE NOT YET MADE A VALID DTC ELECTION, YOU WILL HAVE UNTIL 5 FEBRUARY 2025 TO COMPLETE THAT PROCESS IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED BY COMPUTERSHARE. IT IS RECOMMENDED THAT YOU COMMENCE THIS PROCESS ASAP SO THAT IT IS COMPLETED BY 5 FEBRUARY 2025.

FAQs

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How do I find out if my trading / broking institution is a DTC participant (or has a relationship with one)?

Contact your trading/broking institution and/or check their website and whether you can open an international trading account which allows you to hold and trade shares in US listed stocks, including CREV (once listed on Nasdaq), and if so, obtain the DTC Participant name, account number and contact details to enable you to complete the DTC Election form. Please note that fees may be charged.

A list of DTC participants can be viewed at https://www.dtcc.com/client-center/dtc-directories.  However, you should inquire with your current broker or trading platform whether it is a DTC participant or affiliated with one.

My broking account / trading account does not support the DTC process. What should I do?

If you wish to make a DTC Election to be able to trade your CREV Shares on Nasdaq and your existing broker or financial institution does not support the DTC process and cannot provide you with a DTC participant number, you will need to open an international trading account with a broker or institution which can provide a DTC participant number.

Whilst we are not endorsing or recommending the services of any particular broker or financial institution, we understand that trading platforms who may provide a DTC participant number and related services include;Westpac (through Pershing LLC).

If you would like to use Westpac for this purpose, you will need to hold an;Australian Equities account with Westpac Share Trading and then open a;Westpac Global Market account in the same name as your Australian Equities account, which should be the same name as for your CREV shares

For more information and assistance in relation to opening an Australian Equities Account, please visit www.westpac.com.au/personal-banking/share-trading/or contact below:

P: 13 13 31

E: securities@westpac.com.au

If you already hold an Australian Equities account with Westpac Share Trading, please log in to your account and go to Products & Services > International Shares > Getting Started, to download the application for a Global Markets account.

For more information about opening Westpac Global Markets account, please using the following contact details (ask for James or Ash in the Westpac Global Markets Team):

P: 1300 757 319

E: globalmarkets@westpac.com.au

Please note, Carbon Revolution is not providing financial advice and each investor should seek their own advice before deciding which financial institution to use.

Where can I find my Account Code and Control Code to access the dedicated webpage?

Your unique Account Code (an 11 digit number) and a Control Code (a 9 digit number) will be specified in the communication(s) sent to you by Computershare (in November 2023 and May 2024). If you have not received any such communication, please email investors@carbonrev.com or contact the shareholder help line by calling the Computershare helpline numbers above and following the prompts.

I have been asked to provide the CUSIP. What is this?

A CUSIP is the unique security identifier assigned to every US listed security. “CUSIP” stands for Committee on Uniform Securities Identification Procedures. A CUSIP number identifies certain financial instruments, including stocks of all registered U.S. companies. Carbon Revolution plc’s CUSIP is G1893D102.

I have been asked to provide CREV’s ISIN number, what is this?

If your nominated DTC Participant requires CREV’s ISIN, it is IE000OD0CSK4.

What if I am asked for a DRS Certificate?

If your nominated DTC Participant asks you for a DRS (direct registration system) certificate, please tell them that CREV’s new Registry (known as the Transfer Agent in the US), Computershare, is not using the DRS for CREV Shares. As such, no DRS certificates are being issued to CREV Shareholders.

If your nominated DTC Participant has any queries about this, please ask them to contact Computershare directly. US toll free number is: 866 644 4127 and the international number is: +1 (781) 575 2906).

 

We encourage shareholders to contact us at investors@carbonrev.com to provide feedback on their experience so we can add further information on this page to assist other shareholders.

Shareholders with queries can also email Carbon Revolution at investors@carbonrev.com. Carbon Revolution is unable to provide Account Code and Control Code to access the dedicated webpage. These must be obtained from Computershare.

The above does not constitute legal, financial or tax advice. Readers should obtain their own legal, financial and tax advice.