Alerion Cleanpower

Capital/Financing Update • Mar 27, 2025

ALERIONCLEANPOWER

27th March 2025

Dear Sirs,

€250,000,000 4.75 per cent. Notes due 2030

This certificate is delivered to you in accordance with Condition 3.2 (Financial Covenants). All words and expressions defined in the Prospectus dated 20 November 2024 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:

• (a) as at 31 December 2024 (the most recent Calculation Date, the Issuer is in compliance with the covenants set out in Condition 3.2 (Financial Covenants); and
• (b) as at 31 December 2024 (the most recent Calculation Date) the ratio of Accounting Financial Indebtedness Net of Derivatives to Shareholders' Equity Net of Derivatives was 1.3, being the Accounting Financial Indebtedness Net of Derivatives equal to 487.0 million euro and the Shareholders' Equity Net of Derivatives equal to 375.1 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) (a) and (b).

For and on behalf of

ALERION CLEAN POWER S.P.A.

Josef Gostner Chairman

Stefano Francavilla Vice Chairman

ALERIONCLEANPOWER

Annex 1

Financial Covenants

Financial Covenants

a) Net Financial Indebtedness (Excluding Derivatives) to Shareholders' Equity Net of Derivatives 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 Derivotives) to Shoreholders' 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).

b) Compliance Certificate

On each Reporting Date, the issuer shall deliver a certificate (the "Compliance Certificote") to the Noteholders, signed by two Directors of the Issuer, certifying (i) whether the Issuer is in compliance with the covenants set out in Condition 3.2(o) (Financial Covenants-Net Financial Indebtedness (Excluding Derivatives) to Shareholders' Equity Net of Derivatives) 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 ot the most recent Calculation Date, together with a certification delivered by the external ouditors of the Issuer (being such audited the consolidated financial statements of the Issuer in respect of the recent financial year that ended on the mast recent Calculation Date) canfirming that the calculations made pursuant to paragraphs (i) and {ii) of this Condition 3.2 (Financial Covenants) were colculated in accordance with generally accepted accounting principles. a

B

A. Accounting Financial Indebtedness Net of Derivatives

Net Financial Indebtedness (Excluding Derives) means, as of any Catalonia cost equadents, the financial receivoles and other norserver. financial os sets, financial received by carent financial osets, the current and non-current financial linbilities, excluding from the column (in onearent poyst for derival be surent payobles (o derivations and (if) the new montal consisted to be assets destined to be transition of the estable ditted on tonsokioled financial storements of the loss opproved by the Boord of Drectors) as of and for the period ended on soch Coleulation Dote. For the ovelance of doubt, the Net Financial of Exchang Decisions will be colorial or set on the occounting Rens for the one without considering any change to the opplicable accounting principles as of the Issue Date.

(values in thousand euro )
Cash and cash equivalents	(515.871) +
Financial receivables and other current financial assets	(70.685) +
Current receivables for derivatives	(751)	+
Financial receivables and other non-current financial assets	(40.498) +
Non-Current receivables for derivatives	(2.663) +
Current financial Habilities	240.996 +
Current payables for derivatives	6.759	+
Non-current financial liabilities	873.061 +
Non-current payables for derivatives	323 =
Accounting Financial Indebtedness as of December 31, 2024	490.571 -
Current receivables for derivatives	(751) -
Non-Current receivables for derivatives	(2.663) -
Current payables for derivatives	6.759 -
Non-current payables for derivatives	373 =
	487.003	A
Accounting Financial Indebtedness Net of Derivatives

Shareholders' Equity Net of Derivatives

Shoreholders' Equity Net of Derhettion Dote, consolidated sharekelsers' apaby lieduding both shareholders' equity attitulatobile to the Group and shareholders' equity attibutable to na-controling interests) less one, othled by reference to the udited anaudicans (inoncol the sharenaus stycky of the Bourdel by the Concellors) as of the period ended on such Colculation Dote (ond. for the mobilented of doubt, h will be colcel based on the accounting items listed above without considering any chonge to the applicable accounting principles)

SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP	366.720 +
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	5.938 =
SHAREHOLDERS' EQUITY	377.658 -
Cash flow hedge reserve	(2.470) =
SHAREHOLDERS' EQUITY net of derivatives	375,128 B
Calculation date	31/12/2024
Cakulation Date means 31 December in each year, starting on 31 December 2024

Ratio A/B

Alerion Clean Power S.p.A.

Hierton Creation 4 | 2013 Milano MI | T +39 02 77 88 90 282 | www.alerion.it | alerioncleanpower@egalmail.t Part. Iva 01147231003 | nº R.E.A. 1700812 | Cod Fisc. e Iscr. Reg. Imp. 02996890584 | Cap. Soc. € 161.137.410,00 int. vers

2024

1,3

ALERIONCLEANPOWER

Disclaimer

As required by article 3.2 of the Senior Unsecured Notes due 2030 agreement, the Compliance Certificate was subject to a certification delivered on 27 March 2025 by external auditors of the Issuer (being such auditors that audited the consolidated financial statements of the Issuer in respect of the financial year that ended on 31 December 2024). 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. Alendor Clean Power Spire.
Via Renato Fucini 4 | 2013 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.