Alerion Cleanpower

Capital/Financing Update • Mar 27, 2025

ALERIONCLEANPOWER

27th March 2025

Dear Sirs,

€170,000,000 6.75 per cent. Notes due 2029

This certificate is delivered to you in accordance with Condition 3.2 (Financial Covenants). All words and expressions defined in the Prospectus dated 17 November 2023 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

Alerion Clean Power S.p A.

Via Renato Fucini 4 | 2013 Nilano MI | T +39 02 77 88 90 202 | www.alerion.it | alerioncleanpower@egalmail.it Part, wa 01147231003 | nº R.E.A. 1700812 | Cod Fisc. e Iscr. Reg. Imp. 02996890584 | Cap. Soc. € 161 137.410,00 int. ves.

2024

1,2

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 outstonding, the issuer sholl not incur any Net Financial Indebtedness (Excluding Derives) if, on the most recent Colculation Date, the ratio of Net Financial indebtedness (Excluding Derivatives) to Shareholders' Equity Net of Derivatives exceeds 3:1 (ond, for the avoidonce 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 sholl deliver a certificate (the "Compliance Certificate") to the Noteholders, signed by I wo Directors of the tsuer, certifying (i) whether the issuer is in compliance with the covenants set out in Condition 3.2(a) (Financial Covenants-Net Financial indebtedness (Excluding Desivatives) to Shareholders' Equity Net of Derivatives) os at the most recent Calculation Date, and (ii) the rotio of Net Financial Indebtedness (Excluding Derivatives) to Shareholders' Equily Net of Derivatives (cakatated as described above) os 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) canfirming 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.

2

Accounting Financial Indebtedness Net of Derivatives

Net Financial bited as (Exchanies) as of en Cortubion Der, the som of corner it, the from the stories on other recomments on other respections of any for demotives ond current poprables for denicial miededededess attributable to the ossets destined to be trous/error, colculosed by reference to the ouded on world comedial strans in the issues (as septemed by the Board of Directors) or all on the period extern of the bable on such Colection Date. For the idone of doubt, the libert lines (Excholing Derivatives) will be coltwared boxed on the accessning it ems litted above without consistering any change to be applicable accounting principles as of the Issue Dote.

(values In thousand quro )
Cash and cash equivalents	(5,15,871) 4
Financial receivables and other current financial assets	(70.685) 4
Current receivables for derivatives	(751)	�
Financial receivables and other non-current financial assets	(40,498)	�
Non-Current receivables for derivatives	(2.663) +
Current financial liabilities	240.996 +
Current payables for derivatives	6.759 +
Non-current financial Labilities	873.061 +
Non-current payables for derwatmes	373 =
Accounting Financial Indebtedness as of December 31, 2024	490.671 .
Current receivables for derivatives	(751)	-
Non-Current receivables for derivatives	12.663) -
Current payables for derivatives	6.759 -
Non-current payables for derivatives	323 =
Accounting Financial Indebtedness Net of Denvatives	487.003	A

8. Shareholders' Equity Net of Derivatives

Shareholders Equity Net of Derivations meens, os of any Calcultion Dote, coasoficated shoreholders' equity including both shoulders equip attribuable to be Group and shoreholders' equity of the same ontrolling interests less one costilled by reference to the audited annot consided friend in statements of the Issuer (as approved by the Boord of Directors) or of and for the period ended and for the produced of double. I will be coltristied based on the accounting liems listed above without considering any change to the applicable occounting principles)

Calculation date Calculation Date means 31 December in each year, starting on 31 December 2023	31/12/2024
SHAREHOLDERS' EQUITY net of denvatives	375.128 B
Cash flow hedge reserve	(2 470) =
SHAREHOLDERS' EQUITY	- 974658 -
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	5.938 =
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP	366 720 +

Ratio A/B

Alerion Clean Power S_p_A

Via Renato Fucini 4 | 20133 Milano MI | T +39 02 77 88 90 282 | www.alerion.lt | alerioncleanpower@legalmail.lt Part Iva 01147231003 | nº R.E A. 1700812 | Cod. Fisc e Iscr. Reg. Imp. 02996890584 | Cap. Soc. € 161.137,410,00 in. vers

ALERIONCLEANPOWER

Disclaimer

As required by article 3.2 of the Senior Unsecured Notes due 2029 agreement, the Compliance Certificate was subject to a certification delivered on 27 March 2025 by external auditors of the Issuer (being such auditors that andited 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. Via Renato For in 4 | 2013 Milano MI | T +39 02 77 88 90 282 | www.alerion.it | | alerioncleanpower@legalmail.it Part. Na 01147231003 I nº R.E.A. 1700812 | Cod. Fisc. e Iscr. Reg. Imp. 02996890584 | Cap. Soc. € 161 137.410,00 int. vers