Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Extraordinary General Meeting of the shareholders of RMG Acquisition Corporation II (RMG II) held on August 16, 2021
(the Extraordinary General Meeting), 34,429,346 holders of RMG IIs ordinary shares, which represented 79.83%% of the ordinary shares outstanding and entitled to vote as of the record date of July 20, 2021, were represented in
person or by proxy. The final voting results for each matter submitted to a vote of the RMG II shareholders at the Extraordinary General Meeting are set forth below:
Approval of the Business Combination Proposal
RMG IIs shareholders approved by ordinary resolution the Business Combination Agreement, dated as of February 24, 2021 and amended
on May 17, 2021 (the Business Combination Agreement) by and among RMG II, ReNew Power Private Limited, a company with limited liability incorporated under the laws of India (ReNew India), Philip Kassin, solely in the
capacity as the representative for the shareholders of RMG II, ReNew Energy Global plc, a public limited company registered in England and Wales with registered number 13220321 (ReNew Global), ReNew India Power Global Merger Sub, a
Cayman Islands exempted company (Merger Sub) and certain major shareholders of ReNew India, pursuant to which several transactions will occur, and in connection therewith, ReNew Global will be the ultimate parent company of ReNew India
and RMG II (the Business Combination) and RMG IIs entry into the Business Combination Agreement and transactions contemplated thereby (the Transactions) (the Business Combination Proposal). The voting
results with respect to the Business Combination Proposal were as follows:
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Votes For
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Votes Against
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Abstentions
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30,284,460
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4,098,201
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46,685
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Approval of the Merger Proposal
RMG IIs shareholders approved by special resolution that (i) RMG II be authorized to merge with Merger Sub with RMG II surviving,
and all the undertakings, property and liabilities of Merger Sub vest in RMG II by virtue of the Merger, (ii) the Plan of Merger, dated August 20, 2021, (the Plan of Merger) be authorized, approved and confirmed in all respects
and RMG II be authorized to enter into the Plan of Merger, (iii) the Plan of Merger be executed by any director of RMG II for and on behalf of RMG II and any director of RMG II or Maples and Calder (Cayman) LLP, on behalf of Maples Corporate
Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands, and (iv) all actions taken and any documents or agreements executed,
signed or delivered prior to or after the date hereof by any director or officer of RMG II in connection with the Transactions (the Merger Proposal). The voting results with respect to the Merger Proposal were as follows:
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Votes For
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Votes Against
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Abstentions
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30,909,924
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3,472,338
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47,084
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Approval of the Amended and Restated Memorandum and Articles of Association Proposal
RMG IIs shareholders approved by special resolution that i) the authorized share capital of RMG II be changed as follows: from $55,500
divided into 500,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class B ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each to $50,000 divided into 500,000,000
shares of a par value of $0.0001 each by the re-designation of the 500,000,000 Class A ordinary shares of a par value of $0.0001 each into 500,000,000 ordinary shares of a par value of $0.0001 each, the cancellation of the 50,000,000 Class B
ordinary shares of a par value of $0.0001 each and the cancellation of 5,000,000 preference shares of a par value of $0.0001 each and ii) the Amended and Restated Memorandum and Articles of Association of RMG II currently in effect be amended and
restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association annexed to the definitive proxy statement of RMG II (the Amended and Restated Memorandum and
Articles of Association Proposal). The voting results with respect to the Amended and Restated Memorandum and Articles of Association Proposal were as follows:
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Votes For
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Votes Against
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Abstentions
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30,231,392
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4,117,506
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80,448
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Approval of the Adjournment Proposal
RMG IIs shareholders approved by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates be
approved, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting (the Adjournment Proposal). The
voting results with respect to the Adjournment Proposal were as follows:
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Votes For
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Votes Against
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Abstentions
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29,329,047
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5,019,389
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80,910
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Though not guaranteed, RMG II expects to close the Business Combination on August 23, 2021, subject to the satisfaction
of customary closing conditions, and for the ReNew Global Class A ordinary shares and warrants to begin publicly trading on The Nasdaq Global Select Market under the new symbols RNW and RNWWW, respectively, on
August 24, 2021.