Your Vote Matters

If you owned Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRN) (“DCRN”) common stock as of the close of business on December 6, 2021, we encourage you to vote as soon as possible in favor of the business combination with Tritium and all of the proposals described in DCRN’s definitive proxy statement. The Special Meeting to approve the business combination will be held at 10:00 a.m. Eastern time on January 12, 2022.

Your vote matters. Decarbonization Plus Acquisition Corporation II (“DCRN”) encourages all stockholders to vote today in favor of the business combination with Tritium and all of the proposals described in DCRN’s definitive proxy statement. DCRN urges you to read carefully and consider the information contained in its definitive proxy statement before voting.

How to Vote

Voting is simple. There are three ways to vote:

1. Vote Online
(Highly recommended):

Follow the instructions provided on the proxy card that was mailed to you, if you are a record holder, or provided on a Voting Instruction Form by the broker, bank or other nominee through which you hold shares, if you hold your shares “in street name.” To vote online, you will need your 12-digit voting control number, which you can find on your proxy card or the Voting Instruction Form provided by your broker, bank, or nominee. Internet votes must be received by DCRN 11:59 p.m. Eastern Time on January 11, 2022. However, if you hold your shares through broker, bank or other nominee, they may have an earlier deadline to receive your vote.

2. Vote at the Meeting:

If you plan to attend the online Special Meeting, you will need your 12-digit voting control number to vote electronically at the Special Meeting. You can find your control number and the address for the Special Meeting on your proxy card or the Voting Instruction Form provided by your brokers, bank or nominee.

2. Vote by Mail:

Follow the instructions provided on the proxy card that was mailed to you, if you are a record holder, or provided by your broker, bank or other nominee on a Voting Instruction Form mailed (or e-mailed) to you. To send in your vote via mail, you will need your 12-digit voting control number, which you can find on your proxy card or the Voting Instruction Form provided by your broker, bank or nominee. Mail votes must be received by DCRN prior to the Special Meeting on January 12, 2022.

*If Voting by Mail, to ensure your vote is handled properly, be sure to:

  • Mark, sign and date your Voting Instruction Form;
  • Return your proxy card or Voting Instruction Form in the envelope provided or through any other means described in your Voting Instruction Form; and
  • Mail as soon as possible so that your vote arrives before January 12, 2022.

YOUR CONTROL NUMBER IS FOUND ON YOUR VOTING INSTRUCTION FORM

If you hold your shares directly with DCRN (i.e., are a “holder of record”) and did not receive or misplaced your proxy card, contact Morrow Sodali, DCRN’s proxy solicitor, for a form replacement or to obtain your control number. If you hold your shares through a broker, bank or other nominee and did not receive or have misplaced your Voting Instruction Form, contact the broker, bank or nominee through which you hold your shares for a form replacement or to obtain your control number. You will need this in order to vote or to attend the Special Meeting.

Have questions or need help voting your shares? Read on for more information, or call or email Morrow Sodali, DCRN’s proxy solicitor, at (800) 662-5200 or DCRN.info@investor.morrowsodali.com.

FAQ DCRN Shareholder Vote

When and where is the Special Meeting?

The Special Meeting will be held via live webcast on January 12, 2022 at 10:00 a.m. (New York City time). The Special Meeting can be accessed by visiting https://www.cstproxy.com/decarbonizationplusacquisitionii/2021 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

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How do I vote my shares?

If you are a holder of record of DCRN common stock as of the close of business on December 6, 2021, the record date for the special meeting, you may vote at the Special Meeting via the virtual meeting platform or by submitting a proxy for the special meeting in advance. If you are a holder of record, you may submit your proxy by completing, signing, dating and returning the proxy card you received in the accompanying pre-addressed postage paid envelope. If you held your shares “in street name,” which means your shares are held of record by a broker, bank or nominee, as of the close of business on December 6, 2021, your broker, bank or nominee should provide you with a Voting Instruction Form by mail or email so that you can provide them with instruction on how to vote your shares ahead of the Special Meeting. If you hold your shares in “street name,” and do not receive a Voting Instruction Form or have any questions about this form, you should contact such broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. If you hold your shares “in street name” and you plan to attend and vote at the Special Meeting, then you will need to obtain a proxy from your broker, bank or nominee.

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Can I still vote if I no longer own my shares?

Yes, if you owned DCRN shares as of the close of business on December 6, 2021, the record date for the Special Meeting, you can still vote your shares even if you no longer own them, unless the transferee obtained a proxy from you to vote those shares. However, you will not be able to seek redemption of your shares of DCRN Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of DCRN common stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

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Where can I find my control number?

Your 12-digit voting control number is the number provided on the proxy card or Voting Instruction Form that was mailed (or e-mailed) to you with your proxy materials. If you are a holder of record and cannot locate your control number, contact Morrow Sodali, DCRN’s proxy solicitor, to obtain your control number. If your shares are held through a broker, bank or other nominee and you cannot locate your control number, you will need to contact them to obtain your control number.

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When do I need to vote by?

We encourage you to vote as soon as possible. Internet votes must be received by DCRN before 11:59 p.m. Eastern time on January 11, 2022. If you vote by mail, we suggest you mail your signed proxy card or Voting Instruction Form by January 2, 2022 to account for shipping time. Mailed votes received by DCRN after the start of the Special Meeting will not be counted. You may also vote by attending the Special Meeting to be held at 10:00 a.m. on January 12, 2022. Please note that if you hold your shares through a broker, bank or nominee, your broker, bank or nominee may have an earlier deadline for voting. Contact the broker, bank or nominee who holds your shares if you have questions about their deadline.

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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.

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What if I want to vote by mail?

You can vote in one of three ways: online, by mail or while attending the Special Meeting. If you need assistance voting your shares, please call Morrow Sodali LLC, DCRN’s proxy solicitor, toll-free at (800) 662-5200 or send an e-mail to DCRN.info@investor.morrowsodali.com.

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Where can I find more information?

DCRN has filed a definitive proxy statement with the SEC in connection with the proposed business combination and will mail a copy of the definitive proxy statement and other relevant documents to stockholders of record. If you hold your shares through a broker, bank or other nominee, you may obtain the definitive proxy statement from such person. Stockholders will also be able to obtain copies of the registration statement on Form F-4, filed by Tritium DCFC Limited, and the definitive proxy statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to Decarbonization Plus Acquisition Corporation II at 2744 Sand Hill Road, Suite 100, Menlo Park, California, 94025. DCRN’s stockholders and other interested persons are advised to read the definitive proxy statement because it contains important information about DCRN, Tritium and the business combination.

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Who should I contact with questions?

If you need assistance voting your shares, please call Morrow Sodali LLC, DCRN’s proxy solicitor, toll-free at (800) 662-5200 or send an e-mail to DCRN.info@investor.morrowsodali.com. Banks and brokers can place a collect call to Morrow Sodali at (203) 658-9400.

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Important Information for Investors and Stockholders

In connection with the proposed business combination, Tritium DCFC Limited, which will be the going-forward public company, filed a preliminary registration statement on Form F-4, (as amended, the “Registration Statement”), which includes a preliminary proxy statement of DCRN. The Registration Statement is now effective, and a definitive proxy statement has been mailed to DCRN stockholders of record as of the close of business on December 6, 2021. INVESTORS AND SECURITY HOLDERS OF DCRN ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND THE EFFECTIVE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TRITIUM, DCRN, NEWCO AND THE BUSINESS COMBINATION. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s web site at www.sec.gov.

Participants in the Solicitation

DCRN and its directors and executive officers may be deemed participants in the solicitation of proxies from DCRN’s stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in DCRN is contained in DCRN’s filings with the SEC, including DCRN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 31, 2021, and is available free of charge at the SEC’s web site at www.sec.gov. Additional information regarding the interests of such participants is set forth in the Registration Statement for the proposed business combination. NewCo and Tritium and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of DCRN in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination is contained in the Registration Statement for the proposed business combination.

No Offer or Solicitation

This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.