--  ThomasLloyd Climate Solutions ("ThomasLloyd") is a provider of 
      sustainable energy, decarbonization and climate finance solutions to 
      public and private sector customers globally through vertically 
      integrated development, investment, operations, and technology 
      offerings. 
 
   --  ThomasLloyd has built an independent, global platform that generates 
      revenue from energy sales, advisory and management fees, and applied 
      technology solutions with a diverse customer base across governments, 
      multinational corporations, institutions and individuals worldwide. 
 
   --  Management has a proven 20-year track record of world class execution 
      in climate infrastructure projects and climate finance, delivering 115 
      projects across 20 countries totaling 28 GW of power generation capacity, 
      92 million liters of annual liquid biofuels production capacity, and over 
      800 wastewater treatment systems, among other projects, with US$2.8 
      billion in climate finance originated, demonstrating an ability to scale 
      rapidly across global markets and execute across multiple verticals in 
      sustainable energy and decarbonization. 
 
   --  A robust fast-growing commercial pipeline is comprised of dozens of 
      ready-to-execute projects in multiple countries across high-margin 
      segments focused on the core markets of North America and Asia-Pacific. 
 
 
   --  The scalable, purpose-built platform targets an estimated US$275 
      trillion market opportunity driven by unprecedented global energy demand 
      growth, accelerating energy transition efforts, and rising national 
      targets for energy and data sovereignty and security. 
 
   --  Led by founder and CEO Michael Sieg, ThomasLloyd has a highly 
      experienced management team combining decades of experience in energy, 
      infrastructure, finance, and technology across a number of regions and 
      diverse sectors. 
 
   --  The Company enjoys what it believes to be a first-mover advantage in 
      the AI and data center energy nexus with its sustainable energy solutions 
      that can be deployed significantly faster than traditional alternatives 
      at significantly lower capex, saving data centers 15-30% on energy costs 
      while directly addressing the primary bottleneck of energy availability 
      for data center expansion. 
 
   --  An independent, vertically integrated platform business model, 
      positions ThomasLloyd to play a dominant role in the rapid consolidation 
      of the highly fragmented and capital-constrained North American and Asia 
      Pacific energy markets through acquisition and integration of companies 
      bringing world-class talent, IP, customer relationships, and new 
      geographies, as well as existing assets to the Company's already 
      diversified offering. 
 
   --  The Proposed Business Combination values ThomasLloyd at a pre-money 
      equity value of US$850 million and is expected to provide in excess of 
      US$240 million in gross proceeds from a combination of funds from cash 
      held in Roman DBDR's trust account and an anticipated PIPE raise, before 
      accounting for potential redemptions and transaction expenses. There is 
      no minimum cash closing condition associated with the Proposed Business 
      Combination. 
 
   --  Upon close of the proposed transaction, which is anticipated in the 
      second half of 2026, the combined entity will be named "Thomas Lloyd 
      Climate Solutions Holdings PLC" and is expected to list on the Nasdaq 
      exchange under the ticker symbol "TCSG". 
LONDON--(BUSINESS WIRE)--February 27, 2026-- 

ThomasLloyd Climate Solutions B.V. ("ThomasLloyd" or the "Company"), a vertically integrated sustainable energy and technology solutions provider, and Roman DBDR Acquisition Corp. II (NASDAQ: DRDB, DRDBW, DRDBU) ("Roman DBDR"), today announced that they have entered into a definitive business combination agreement (the "Business Combination Agreement", and the transactions contemplated by that agreement, the "Proposed Business Combination"). Pursuant to the Business Combination Agreement, Roman DBDR and ThomasLloyd will become wholly-owned subsidiaries of a new holding company, which is to be incorporated under the laws of England and Wales and to be listed on the Nasdaq exchange under the ticker symbol "TCSG". The new holding company will be formed to facilitate the agreed-upon transaction structure.

ThomasLloyd Overview

ThomasLloyd, which has its origins dating back to 2003, has evolved into a vertically integrated provider of sustainable energy, decarbonization and climate finance solutions to public and private sector customers globally. The Company integrates development, investment, operations, and technology into a single independent platform, positioning itself as a comprehensive partner in climate infrastructure development and decarbonization worldwide. Its activities span multiple sectors, including renewable power generation, sustainable fuels, water and waste infrastructure, energy efficiency, transmission and distribution systems, and climate finance solutions supporting public and private sector energy goals. Today, ThomasLloyd serves a diverse customer base including governments, multinational corporations, institutions and individuals in more than 50 countries.

As an industry pioneer, ThomasLloyd has built deep financial, technical, social and operational expertise, driving sustainable infrastructure projects, systems and applications from origination through long-term operations. Its specialists have been responsible for the realization and operation of approximately 28 gigawatts (GW) of conventional and renewable power generation capacity, related transmission and distribution infrastructure, sustainable fuels production, water and waste treatment systems and energy efficiency solutions across various areas including mobility and built environment. This track record demonstrates the Company's ability to execute complex solutions in markets facing accelerating energy and sustainability demands.

ThomasLloyd's integrated model, aligning financial structuring with development and operational execution, enables the Company to own full client relationships and deliver end-to-end solutions. This allows the Company to broaden customer engagements, improve project economics, and capture long-term value through operational performance. Its climate finance platform includes tailored capital solutions, impact investing products, and carbon procurement strategies designed to accelerate climate mitigation and adaptation at scale.

Management Commentary

"We're witnessing a fundamental transformation in how the world thinks about energy infrastructure and resources -- what started as climate concerns has evolved into an urgent economic and national security imperative, particularly as AI and data centers reshape energy demand patterns," said Michael Sieg, Founder and CEO of ThomasLloyd. "Our independent, vertically integrated platform, combining deep technical expertise with financial innovation and operational excellence, allows us to solve complex energy and decarbonization challenges that traditional players simply can't address at scale and with appropriate speed. The business combination with Roman DBDR would serve a dual purpose beyond raising capital -- it accelerates our North American expansion and we believe establishes ThomasLloyd as the partner of choice for enterprises and governments seeking reliable, sustainable energy and technology solutions that can be delivered with exceptional speed and scale."

Vivienne Macalchlan, CFO of ThomasLloyd, says "Our strategic partnership with Roman DBDR and listing on Nasdaq would represent a pivotal step in ThomasLloyd's journey, providing us with a robust platform from which we can take advantage of significant global market opportunities. Our successes, evolution and learnings over the last few years have allowed us to develop a well thought-through customer centric energy and decarbonization offering. With Roman DBDR as our partner, our team has a unique opportunity to drive, grow and optimize market share, revenue and margin in a more pronounced manner than before."

"ThomasLloyd embodies the rare combination of visionary leadership, operational depth, and market timing that defines transformational investment opportunities," said Dixon Doll, Jr., Chairman and CEO of Roman DBDR. "Michael and his team have built something truly unique: a platform that doesn't just participate in the energy transition but actually drives it through innovative solutions and superior execution. ThomasLloyd's ability to navigate complex, multi-jurisdictional projects while maintaining strong stakeholder relationships demonstrates the kind of institutional-quality management we believe public markets will reward."

"This partnership embodies our conviction that the companies solving humanity's most pressing infrastructure challenges will generate exceptional long-term value for shareholders," added Dr. Donald Basile, Co-Founder of Roman DBDR. "ThomasLloyd's unique positioning as an independent 'one stop shop' for best-in-class sustainable infrastructure development, financing and operations puts it in the driver's seat as the global economy's demands for smart energy resources and applications continue to grow at a rapid pace. We are excited to support ThomasLloyd's vision for sustainable energy abundance."

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February 27, 2026 07:00 ET (12:00 GMT)