Alerion Cleanpower

Capital/Financing Update • Mar 27, 2025

ALERIONCLEANPOWER

27th March 2025

Dear Sirs,

€100,000,000 3.5 per cent. Notes due 2028

This certificate is delivered to you in accordance with Condition 3.2 (Financial Covenants). All words and expressions defined in the Prospectus dated 22 April 2022 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) (i) and (i).

For and on behalf of

ALERION CLEAN POWER S.P.A.

Josef Gostner Chairman

Stefano Francavilla Vice Chairman

Via Renato Fucini 4 | 2013 Milano M | 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. 500 E 161 137.410.00 int vers.

ALERIONCLEANPOWER

Annex 1

Financial Covenants

Financial Covenants

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 Calculation Date, the ratio of Net Financial Indebtedness (Excluding Derivatives) 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). 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 Cakulation Date, and (ii) the ratio of Net Financial Indebtechess (Excluding Derivatives) to Shareholders' Equity Net of Derivatives (calculated as described above) as at the most recent Colculation 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 Colculation Date) confirming that the colculations made pursuant to paragraphs (i) and (ii) of this Condition 3.2 (Financial Covenants) were calculated in accordanse with generally accepted accounting principles. B

A. Accounting Financial Indebtedness Net of Denvatives

Me Financhil Indebtores (Excluding Decises) nearm, at of any Cats in a un of cosh one costs one popirated. It ha financial receiveders and alber nonearrent finoncial as were, financial received from the corrent one non-current financial libilites, excluding from the excurient (probles for derhothes and current portables for denish and financial indebted to the assets desined to be transfered, colorial of the may of the oudsted annual consolition inconcel statements of the issues (as opproved by the Board of Chirestors) os of and for the period ended on seen Catesubition Dote. For the oroldence of doubt, the Net Fination Intelling Denivatives) will be calulated bosed on the occurating term level considering any che applicable occounting 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	(7-1) +
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 denvatives	6.759 +
Non-current linancial liabilities	873.061 +
Non current payables for derivatives	13 =
Accounting Financial Indebtedness as of December 31, 2024	490,671
Current receivables for denvatives	(751)
Non Current receivables for derivatives	(2.663) -
Current payables for derivatives	6.759
Non current payables for derivatives	373 #
Accounting Financial Indebtedness Net of Denvatives	4872000	0 €

Shareholders' Equity Net of Derivatives 8.

Shoreholders' Equity Net of Derivation neans, as of any Colculars' equity linkoling bath shareholders excity attributoble to the Group and shareholders' equily attitled in non-controlling in the per revere. collained by reference to the outled one of the outsed one of the outself on and the the issuer in operaved by the Boord of Directors) or of on the prised on such Colculation Date (only for the oversioned of doubted it will be colulated bosed on the occounting items listed above without considering any change to the applicable accounting principles)

366 720 +
5.938 8
- - - - - -
2.470 =
375.128 B
	31/12/2024

Ratio A/B

Alerion Clean Power Sp A.

Vio Renato Fucini 4 | 20133 Milano M | T +39 02 77 88 90 282 | www.alerion.it | alerioncleanpower@legalmaii.it Part Iva 01147231003 | nº R.E.A. 1700812 | Cod Fisc. e Iscr. Reg. Imp. 02996890584 | Cap. Soc. € 161 137.410,00 mt. vers

1,3

2024

ALERIONCLEANPOWER

Disclaimer

As required by article 3.2 of the Senior Unsecured Notes due 2028 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. 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