Alerion Cleanpower

Capital/Financing Update • Mar 27, 2024

27th March 2024

Dear Sirs,

€200,000,000 2.25 per cent. Notes due 2027

This certificate is delivered to you in accordance with Condition 3.2 (Financial Covenants). All words and expressions defined in the Prospectus dated 13 October 2021 and the Conditions shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.

Pursuant to Condition 3.2 (Financial Covenants), the undersigned Josef Gostner and Stefano Francavilla, hereby certifies as follows:

• as at 31 December 2023 (the most recent Calculation Date, the Issuer is in compliance (a) ... with the covenants set out in Condition 3.2 (Financial Covenants); and
• (b) as at 31 December 2023 (the most recent Calculation Date) the ratio of Accounting Financial Indebtedness Net of Derivatives to Shareholders' Equity Net of Derivatives was 1.4, being the Accounting Financial Indebtedness Net of Derivatives equal to 452.8 million euro and the Shareholders' Equity Net of Derivatives equal to 317.1 million euro.

Please find attached hereto as Annex 1 the Compliance Certificate of the external auditors of the Issuer confirming the calculations under Condition 3.2 (Financial Covenants) (i) and (ii).

For and on behalf of

ALERION CLEAN POWER S.P.A.

Josef Gostne Chairma

Stefano Francavilla Vice Chairman

Alerion Clean Power S.p.A.

Via Renato Fucini 4 | 20133 Milano MI | T +39 02 77 88 90 282 | www.alerion.it | alerioncleanpower@legalmail.it Part. Iva 01147231003 | nº R.E.A. 1700812 | Cod. Fisc. e Iscr. Reg. Imp. 02996890584 | Cap. Soc. € 161.137.410,00 int. vers.

ALERIONCLEANPOWER

Annex 1

Financial Covenants

Financial Covenants

So long as any of the Notes remains outstanding, the Issuer shall not incur any Net Financial Indebtedness (Excluding Derivatives) if, on the most recent Calculation Date, the ratio of Net Financial Indebtedness (Excluding Derivatives) to Shareholders' Equity Net of Derivatives exceeds 3:1 (and, for the avoidance of doubt, the Issuer shall not incur any Net Financial Indebtedness (Excluding Derivatives) unless on the immediately subsequent Calculation Date such ratio would be equal to or lower than 3:1). On each Reporting Date, the Issuer shall deliver a certificate (the "Compliance Certificate") to the Noteholders, signed by two Directors of the Issuer, certifying (i) whether the Issuer is in compliance with the covenants set out in this Condition 3.2 (Financial Covenants) as at the most recent Calculation Date, and (ii) the ratio of Net Financial Indebtedness (Excluding Derivatives) to Shareholders' Equity Net of Derivatives (calculated as described above) as at the most recent Calculation Date, together with a certification delivered by the external auditors of the Issuer (being such audited the consolidated financial statements of the Issuer in respect of the recent financial year that ended on the most recent Calculation Date) confirming that the calculations made pursuant to paragraphs (i) and (ii) of this Condition 3.2 (Financial Covenants) were calculated in accordance with generally accepted accounting principles.

Accounting Financial Indebtedness Net of Derivatives A.

Net Financial Indebtedness (Excluding Derivatives) mens, as of any Cash and cash equivdents, the fhancid receivables and other nonourent financial assets, financirise and other current fhancial issets, the current and non-current fhancialities, excludition (i) noncurent popbles for derivatives and current poyables for derivatives and (i) the net financial indebted to the assets destined to be transferred, calculated by reference the audited annual consollated financial statements of the Board of Directors) os of and for the period ended on such Calculation Date. For the avoidance of doubt, the Net Financial Indebted will be calculated brosed on the accounting items listed above without considering any change to the applicable accounting principles as of the Issue Date.

	2073
(values in thousand euro )
Cash and cash equivalents	(343.162) +
Financial receivables and other current financial assets	(68.218)
Current receivables for derivatives	(9.439) +
Financial receivables and other non-current financial assets	(14.994) +
Non-Current receivables for derivatives	(3.812) +
Current financial liabilities	35.006 +
Non-current financial liabilities	844.191 =
Non-current payables for derivatives	352 =
Accounting Financial Indebtedness as of December 31, 2023	439.924 -
Current receivables for derivatives	(9.439) -
Non-Current receivables for derivatives	(3.812) =
Non-current payables for derivatives	352 =
Accounting Financial Indebtedness Net of Derivatives	1594:443 4

B. Shareholders' Equity Net of Derivatives

Shareholders' Equity Net of Derlvatives mens, as of any Cakulation Date, consolidated shareholders' equity ottributable to the Grup and shareholders' equlty attibutable to non-controlling incess () ess any Coshlow hedge reference to the audited annual consolidated friancial statements of the Issuer (as oproved by the Board of Drethe period ended on such Calculation Date (and, for the woildneed based on the accounting items listed above without considering any change to the applicable accounting principles)

Ratin A/R
Calculation date Calculation Date means 31 December in each year, starting on 31 December 2021	31/12/2023
SHAREHOLDERS' EQUITY net of derivatives	377089 B
Cash flow hedge reserve	9.636 =
SHAREHOLDERS' EQUITY	326.775
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	5.885 =
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP	320.840 +

Alerion Clean Power S.p.A.

Via Renato Fucini 4 | 20133 Milano MI | T +39 02 77 88 90 282 | www.alerion.it | | alerioncleanpower@legalmail.it

Part. Iva 01147231003 | nº R.E.A. 1700812 | Cod. Fisc. e Iscr. Reg. Imp. 02996890584 | Cap. Soc. € 161.137.410,00 int. vers.

ALERIONCLEANPOWER

Disclaimer

As required by article 3.2 of the Senior Unsecured Notes due 2027 agreement, the Compliance Certificate was subject to a certification delivered on 27 March 2024 by external auditors of the Issuer (being such auditors that audited the consolidated financial statements of the Issuer in respect of the financialy year that ended on 31 December 2023). The certification was conducted in accordance with International Standard on Related Services (ISRS) 4400 (Revised) applicable to agreed-upon procedures engagements. The report of factual findings is available at company's headquarter.

Alerion Clean Power S.p.A. Via Renato Fucini 4 | 20133 Milano MI | T +39 02 77 88 90 282 | www.alerion.it | alerion.it | alerioncleanpower@legalmail.it Part. Iva 01147231003 | nº R.E.A. 1700812 | Cod. Fisc. e Iscr. Reg. Imp. 02996890584 | Cap. Soc. € 161.137.410,00 int. vers.