Exhibit 99.1
PRELIMINARY DRAFT
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF KENSINGTON CAPITAL ACQUISITION CORP. II
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Justin Mirro and Daniel Huber (together, the “Proxies”), and each of them independently, with full power of substitution, as proxies to vote the shares of Class A common stock or Class B common stock of Kensington Capital Acquisition Corp. II (the “Company” or “Kensington”) that the undersigned is entitled to vote (the “Shares”) at the special meeting (the “special meeting”) of stockholders of the Company to be held on [•], 2021 at 10:00 a.m., Eastern time, via live webcast at www.virtualstockholdermeeting.com/KCAC2021SM, and at any adjournments and/or postponements thereof. The Shares shall be voted as indicated with respect to the proposals listed below and in the Proxies’ discretion on such other matters as may properly come before the special meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL NOS. 1, 2 AND 3. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
The proxy statement/prospectus is available at www.sec.gov or via www.autospac.com. The proxy statement/prospectus contains important information regarding each of the proposals listed below. You are encouraged to read the proxy statement/prospectus carefully.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
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KENSINGTON CAPITAL ACQUISITION CORP. II - THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NOS. 1, 2 AND 3. | | Please mark vote as indicated in this ☒example | | |
(1) | | The Business Combination Proposal - To approve and adopt the Business Combination Agreement, dated as of June 9, 2021 (as may be amended from time to time, the “Business Combination Agreement”), by and among Kensington, Wall Box Chargers, S.L., a Spanish limited liability company (sociedad limitada) (“Wallbox”), Wallbox B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (which will be converted into a public company with limited liability incorporated under the laws of the Netherlands (naamloze vennootschap) (“Holdco”)), and Orion Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the transactions contemplated thereby, pursuant to which, among other things, (a) (i) each holder of Wallbox’s convertible loans will, prior to the effective time of the Exchanges (as defined below), convert its Wallbox convertible loans into Wallbox ordinary shares (the “Convert Exchange”) and (ii) following the Convert Exchange, each holder of Wallbox ordinary shares will exchange by means of a contribution in kind its Wallbox ordinary shares to Holdco in exchange for the issuance of Holdco shares in accordance with the exchange ratio, calculated in accordance with the Business Combination Agreement, and Wallbox will become a wholly-owned subsidiary of Holdco (the “Ordinary Exchange,” and together with the Convert Exchanges, the “Exchanges”), and (b) Merger Sub will merge with and into Kensington, with Kensington surviving the merger and becoming a wholly-owned direct subsidiary of Holdco (the “Merger,” and collectively with the other transactions described in the Business Combination Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”). | | FOR ☐ | | AGAINST ☐ | | ABSTAIN ☐ |