Alerion Clean Power S p A : March 12 2024 - Alererion results 2023

Press release

Alerion Clean Power:

The Board of Directors approves the consolidated financial statements and the draft individual financial statements as at 31 December 2023

Net Profit of €68 million. Proposed dividend of €0.61 per share (for a total amount of approximately €33 million)

Economic and financial Results:

• Revenues of €201.7 million (€273.7 million in 2022)
• EBITDA of €152.2 million (€232.8 million in 2022)
• The Net Profit was €68 million (€73.2 million in 2022)
• Net Financial Indebtedness of €458.7 million (€385.5 million at 31 December 2022)

***

Milan, 12 March 2024 - The Board of Directors of Alerion Clean Power S.p.A., which met today, has examined and approved the consolidated financial statements and the draft individual financial statements of the Company as at 31 December 2023, which were prepared using the valuation and measurement principles established by the International Accounting Standards/International Financial Reporting Standards (IAS/IFRS).

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OPERATING PERFORMANCE AND CONSOLIDATED RESULTS FOR 2023

The 2023 financial year was influenced by a complex geopolitical and economic environment. The energy market remains volatile and uncertain, albeit gradually stabilising from the exceptionally complex situation that occurred during 2022, with electricity selling prices falling compared to the same period of the previous year, but at much higher levels than before the pandemic and the start of the war in Ukraine. In 2023, the average National Single Price (PUN) was €127.2/MWh, compared with €304/MWh in the same period of 2022.

Operating performance in 2023 was characterised by electricity production by the fully consolidated plants of 1,335 GWh, an increase of 24.3% compared with production in the previous year (1,074 GWh), mainly due to the full operation of the Orta Nova plant (which entered into operation at the end of the first half of 2022), the entry into operation in 2023

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of the photovoltaic plants in Romania and the contribution deriving from the asset swap transaction performed during the year.

Consolidated results for 2023

2023 Revenues amounted to €201.7 million (compared to €273.7 million in 2022). In particular, operating revenues came to €163.9 million, down from €263.3 million, mainly due to the marked decline in electricity prices.

In particular, the reduction in operating revenues reflects both the decline in prices linked to the sale of electricity and the decrease in the unit value of incentives for incentivised wind farms, which on the basis of the mechanism provided for in the incentive tariff (FIP), formerly the "green certificates," is 0 for 2023, compared with €42.9 per MWh in 2022.

EBITDA for 2023 amounted to €152.2 million, with a reduction of €34.6% from the €232.8 million for the corresponding period in 2022, reflecting the increase in electricity production volumes by approximately 261 GWh compared to 2022 and the positive effects of the sale of the minority stake in Andromeda Wind S.r.l., in addition, as mentioned above, to the decrease in electricity sales prices.

It should also be noted that the growth of the organisational structure continued in 2023, in accordance with the Group's business plan. Specifically, the Group's workforce at 31 December 2023 consisted of 169 employees, of whom approximately 14% were employed by Group companies based abroad, a net increase of 38 compared with 31 December 2022.

The 2023 Operating Profit was €75.8 million, down from the figure for 2022 (€189.8 million in 2022), after depreciations, amortisations and impairment losses of €76.4 million, mainly due, as described above, to the reduction in electricity selling prices.

2023 Profit Before Tax was €82.5 million (compared with €171.5 million in 2022) and includes the effects of the asset swap transaction performed with RWE in the first quarter of 2023. The Profit Before Tax also includes higher financial expenses relating to the 2022-2028 Bond and the greater weight in 2023 of the depreciation of the wind farms located in the Municipality of Ortanova.

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The Net Profit for 2023 amounted to €68 million (compared to €73.2 million in 2022), after taxes for the period of approximately €14.5 million (compared with €98.3 million in 2022). The tax item included in 2022, in addition to current taxes for the year, the effects of the adoption of measures supported by the Government to combat "caro energia", in particular the contribution by way of an extraordinary solidarity levy (also known as the "Levy on excess profits") and the temporary solidarity contribution.

The Group Net Profit in 2023 was €66,8 million (compared with €71 million in 2022).

The Net Profit Attributable to Non-ControllingInterests in 2023 was €1.2 million (down from the 2022 figure of €2.2 million).

Group Shareholders' Equity at 31 December 2023 was €320.8 million, up by €22 million compared with 31 December 2022, when it stood at €298.8 million. The change is mainly due to: i) the Group's share of the net profit for the period of €66.8 million; ii) the negative change of €5.4 million in the fair value of derivatives on bank project financing and commodity swaps on electricity selling prices, after tax; iii) the positive change of in the fair value of the bonds after tax for €3 million; iv) share buybacks of €7.8 million; and v) the distribution of dividends of €35 million, as per the resolution of 20 April 2023.

Net Financial Indebtedness at 31 December 2023 amounted to €458.7 million, an increase of €73.2 million compared with 31 December 2022, when it stood at €385.5 million. The change reflects investment spending mainly in Romania and Italy, despite the positive performance in terms of operating cash flow generated during the year.

The change in Net Financial Indebtedness mainly reflects cash flows generated by operations of approximately €73.9 million, cash flows absorbed by investments totalling approximately €86.4 million and dividends paid during the period of €35.5 million.

Economic and financial performance of Alerion Clean Power S.p.A. (Parent Company Financial Statements)

Net Income from Equity Investments in 2023 totalled €84.2 million (€92.5 million in 2022) and mainly consists of dividends resolved by subsidiaries in 2023 amounting to approximately €62.8 million, the capital gain earned on the sale of the minority interest in

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Andromeda Wind S.r.l., amounting to approximately €14 million, as well as net interest income accrued during the year to investee companies of approximately €11.7 million.

The Operating Result for 2023 was positive at €69 million (€105.1 million in 2022), after operating costs of approximately €21.6 million (€7.8 million in 2022).

The Net Profit for 2023 was approximately €67 million, down from the figure for last year by approximately €27.4 million. The Net Profit includes net financial expenses of €2.2 million. The decrease, compared with €4.5 million in 2022, is attributable to i) higher financial income due to the remuneration of cash commitments in time deposit contracts and in bonds receivable of €5.6 million ii) income of €7.4 million for positions in commodity swap derivative contracts entered into by the Company in 2023 and not yet due iii) income of €2.9 million from commodity derivatives settled during the year iv) net of higher interest on outstanding bonds of €16 million in 2023 compared with €14 million in 2022, following the issue, on 12 December 2023, of the new "2023-2029 bond" and the full-year contribution from the previous issue on 17 May 2022, the "2022-2028 bond".

The Company's Shareholders' Equity at 31 December 2023 stood at €314.2 million, up from €286.7 million at 31 December 2022, mainly due to the combined effect of the positive net result for the year of €67 million, the distribution of the dividend of €35 million, net of the purchase of treasury shares for €7.8 million.

Dividends

It should be noted that the Board of Directors resolved to propose to the Shareholders' Meeting the distribution of a dividend of €0.61 per share, amounting to approximately €33 million.

SIGNIFICANT EVENTS DURING 2023 AND AFTER THE CLOSE OF THE FINANCIAL YEAR

Agreement with RWE Renewables Italia S.r.l.

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On 21 April 2023, Alerion Clean Power S.p.A. finalised an agreement with RWE Renewables Italia S.r.l. that entails the acquisition of 51% of the share capital of Fri-El Anzi S.r.l. and Fri-El Guardionara S.r.l., of which Alerion itself already holds the remaining 49% stake.

Fri-el Anzi and Fri-el Guardionara are the owners of two wind farms, located respectively in the municipality of Anzi (Province of Potenza), with an installed capacity of 16 MW, and in the municipality of San Basilio (Province of Cagliari) with an installed capacity of 24.7 MW. The agreement also provided for the sale by Alerion of a 49% minority stake in the company Andromeda Wind S.r.l. (RWE already holds the remaining 51% stake). Andromeda Wind is the owner of a wind farm in the municipality of Ururi (Province of Campobasso) with an installed capacity of 26 MW.

Acquisition of two authorised wind power projects with a total capacity of approximately 60 MW and amendment of the framework agreement with Fri-el S.p.A. for the development of photovoltaic projects

On 20 October 2023, Alerion Clean Power S.p.A. resolved to sign two preliminary agreements for the purchase from Fri-el S.p.A., a company wholly owned by Fri-el Green Power S.p.A., of 100% of the share capital of two companies holding two authorised wind projects, located respectively in the municipalities of Arlena di Castro and Castelfranco di Miscano, each with a capacity of 29.4 MW.

In addition, on 23 October, Alerion Clean Power resolved to purchase 100% of the share capital of Fri-el Solar S.r.l., a wholly owned subsidiary of Fri-el S.p.A., which holds a portfolio of photovoltaic development projects in Italy. In particular, Fri-el Solar owns, through wholly owned companies, two photovoltaic projects authorised in the municipalities of Licodia Eubea and Grottole, respectively with a capacity of 11.3 MW and 16.4 MW.

Resolved issue of a senior Green Bond, not convertible

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On 3 November 2023, Alerion began preparatory activities for the issue of an unsecured, non-convertible and unsubordinated senior bond for a maximum value of €170 million to be classed as a Green Bond, with a maturity set at 6 years, intended for both the general public in Italy and eligible investors in Italy and abroad. The financial resources deriving from the Bond's issue will be allocated, inter alia, to the financing of the Group's new projects in the wind and photovoltaic sector, in Italy and abroad, as well as to the refinancing of existing projects in the wind and photovoltaic sector.

On 17 November 2023, the Central Bank of Ireland approved the prospectus for the public offer for the subscription of the bond named "Alerion Clean Power S.p.A. Senior Unsecured Fixed Rate Notes due 2029". By order dated 14 November 2023, Borsa Italiana S.p.A. has admitted the Bonds to listing on Borsa Italiana's Electronic Bond Trading Market.

On 1st December 2023, Alerion Clean Power S.p.A., with regard to the public offer for subscription to the green bond named "Alerion Clean Power S.p.A. Senior Unsecured Fixed Rate Notes due 2029", announced the results of the Offer, which closed early on the morning of 30 November 2023.

The total par value of the transaction amounts to €170,000,000, at an issue price equal to 100% of the par value, corresponding to 170,000 bonds, each with a minimum denomination of €1,000. As announced on 29 November 2023, the annual interest rate of the Bonds is 6.75% gross per annum.

Acquisition of a 35 MW licensed wind project in Wales

On 23 November 2023, Alerion, through its subsidiary Alerion UK Ltd, entered into an agreement with a group of companies specialising in the development of renewable energy plants in the UK - including Penant Walters (Holdings) Limited - to acquire 100% of the company Wind Farm Penant Walters (Foelt) Limited, which owns an authorised project to build a wind farm located in Neath Port Talbot in Wales, with an installed capacity of 35 MW and an estimated annual production of approximately 100 GWh.

BUSINESS OUTLOOK

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During 2024, the investment programme for the construction of new wind and photovoltaic plants will continue, particularly in Romania and Italy. The development of new renewable capacity will also continue, in order to increase the pipeline of projects in the Group's various geographic areas of interest, not only in Italy and Romania, but also in Spain and the UK.

It should also be noted that the Group does not expect the current conflict in Ukraine and the recent crisis in the Middle East to have a negative impact on its operations.

SHAREHOLDERS' MEETING

The Board of Directors granted a mandate to the Chairman of the Board of Directors to convene an Ordinary and Extraordinary Shareholders' Meeting for 22 April 2024, in a single call.

The Ordinary Shareholders' Meeting will be called to resolve, inter alia, on the appointment of the Board of Statutory Auditors for the 2024-2026 period and the determination of the related compensation, as well as on the Remuneration Report, remuneration policy and remuneration paid.

The Board of Directors will also propose to the Ordinary Shareholders' Meeting the approval of the 2023 individual financial statements and the distribution of a dividend of €0.61 gross per ordinary share (net of treasury shares) in circulation on the day the dividend is paid, with payment as of 8 May 2024 (detachment date of coupon no. 13 on 6 May 2024).

The Ordinary Shareholders' Meeting will also be called on to resolve on the renewal of the authorisation to purchase and dispose of treasury shares, in view of the fact that the deadline for implementation of the resolution by which the Shareholders' Meeting of 20 April 2023 authorised the current purchase and disposal of treasury shares, which will expire in October 2024.

As of today's date, the Company holds 669,207 treasury shares.

Amendment of the Articles of Association

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The Shareholders' Meeting is also convened in an extraordinary session in order to supplement Article 11 of the Articles of Association, mainly concerning the procedures for attending and representing at shareholders' meetings.

Stefano Francavilla, the Financial Reporting Officer, hereby declares, pursuant to Article 154-bis, paragraph 2, of the Italian Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the company's documents, books and accounting records.

As required by current legislation, the consolidated income statement, consolidated statement of comprehensive income and consolidated statement of financial position are attached to this press release, together with the income statement, statement of comprehensive income and statement of financial position of Parent Company Alerion Clean Power S.p.A. It should be noted that the data contained therein have not yet been audited by the Board of Statutory Auditors and that the final phase of their examination by the Independent Auditors is under way.

Please note that the consolidated financial statements and the draft individual financial statements as at 31 December 2023, approved by the Board of Directors today, together with the Independent Auditors' report, will be available to anyone requesting them from the registered office, the NIS-Storage authorised storage mechanism at www.emarketstorage.com, on the Company's website at www.alerion.it and from Borsa Italiana S.p.A. within the time limits established by applicable legislation.

Contacts

Alerion Clean Power S.p.A. [e-mail]

Tel. [phone]

Federica Menichino Axelcomm [e-mail]: [phone]

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CONSOLIDATED INCOME STATEMENT

(€'000)	2023
Electricity sales	159,615
Feed-in tariff	4,306
Revenue	163,921
Other revenue and income	37,784
Total revenue and income	201,705
Operating costs
Personnel expenses	10,248
Other operating costs	42,151
Accruals to provisions for risks	145
Total operating costs	52,544
Share of profits of equity-accounted investees	3,045
Amortisation and depreciation	51,382
Impairment losses/reversals of impairment losses	25,052
Total amortisation, depreciation and impairment losses	76,434
OPERATING PROFIT	75,772
Financial income	11,770
Financial expense	(28,749)
Net financial expense	(16,979)
Net gains on equity investments and other financial assets	23,686
PROFIT BEFORE TAX	82,479
Current	(24,070)
Deferred	9,589
Income taxes	(14,481)
PROFIT FOR THE YEAR	67,998
Attributable to:
Owners of the parent	66,820
Non-controlling interests	1,178

EARNINGS PER SHARE
(€ per share)
- Basic, considering the profit for the period attributable to the owners of the parent	1.24
EARNINGS PER SHARE FROM CONTINUING OPERATIONS
- Basic, considering the profit from continuing operations attributable to the owners of the	1.24
parent

2022

234,431

28,877

263,308

10,437

273,745

6,190

41,885

550

48,625

7,691

42,985

0

42,985

189,826

2,379

(20,861)

(18,482)

107

171,451

(98,158)

(100)

(98,258)

73,193

71,040

2,153

1.32

1.32

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