Update on Transactions with Castrol
As previously disclosed, on June 24, 2024, Gogoro Inc. (“Gogoro”) entered into a subscription agreement (the “Subscription
Agreement”) with Castrol Holdings International Limited, a private limited company incorporated in England and Wales (“Castrol Holdings,” and together with “Gogoro,” the “Parties”), pursuant to which Gogoro issued
and sold to Castrol Holdings 16,887,328 shares (the “Subscribed Shares”) of Gogoro, par value US$0.0001 per share (the “Ordinary Shares”), for an aggregate purchase price of US$25,000,000, reflecting a per share purchase price of
approximately US$1.4804 (the “Per Share Purchase Price”). The Subscription Agreement also contemplated that, upon the consummation (the “Strategic Partnership Closing”) of the transactions contemplated by the definitive
agreements mutually agreed between the parties in respect of a contemplated electric two-wheeler joint venture between Gogoro and Castrol Holdings (the “Strategic Partnership”), Gogoro and Castrol
Holdings will enter into a convertible note purchase agreement (the “Note Purchase Agreement”), pursuant to which Gogoro will issue and sell to Castrol Holdings, and Castrol Holdings will purchase from Gogoro, a convertible note in the
principal amount of US$25,000,000 (the “Convertible Note”). Concurrently with the execution of the Subscription Agreement, Gogoro also entered into a letter agreement (the “Original Letter Agreement”) and a registration rights
agreement (the “Original Registration Rights Agreement”), in each case with Castrol Holdings.
On February 17, 2025, Gogoro and Castro
Holdings agreed to set up a joint venture company (the “JV” or the “Strategic Partnership”) in Vietnam by entering into a joint venture agreement (the “JV Agreement”) between both parties’ subsidiaries. The JV will
operate a business of distribution of certain models of electric two-wheelers and provision of battery swapping services based on Gogoro’s battery swapping technology in Vietnam. Pursuant to the JV
Agreement, each of Gogoro and Castrol Holdings is required, subject to the conditions set forth in the JV Agreement, to contribute (i) Vietnamese dongs equivalent to US$1 million to the Strategic Partnership within 90 days from the
incorporation date of the Strategic Partnership and no later than June 30, 2025, and (ii) a closing funding amount of Vietnamese dongs as agreed by the Parties based on the actual capital demands of the Strategic Partnership but no more
than an amount equivalent to US$4 million on the closing date. Upon request of the JV and subject to the conditions set forth in the JV Agreement, Gogoro and Castrol Holdings will discuss and agree on, once in each of the first, second and
third years following the closing date, additional capital to be contributed to the JV in an aggregate amount for both Parties of up to US$30 million.
Concurrent with signing of the JV Agreement, Gogoro entered into an amended and restated letter agreement (the “A&R Letter Agreement”) and an
amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) to amend and restate the Original Letter Agreement and the Original Registration Rights Agreement, respectively.
