Compliance Certificate
To: Noteholders
From: Italian Wine Brands S.p.A. Date: 19/05/2025
Dear Sirs,
We refer to the terms and conditions of the Bond (the "Conditions"). This is a Compliance Certificate pursuant to Condition 4 (b). Unless otherwise indicated, capitalised terms used in this Compliance Certificate have the meaning given to them in the Conditions.
We confirm that as at the Reporting Date falling on 20/05/2025:
since the previous Reporting Date, the Issuer and each of its Subsidiaries have been and are in compliance with Condition 4(a)(i) and Condition 4(a)(ii) (Covenants - Limitation on Indebtedness);
as at the Certified Date falling on 31 December 2024: (x) we complied with our obligation under the Agency Agreement; and (y) no Event of Default or potential Event of Default existed nor had there existed since the Previous Certified Date; and
the Consolidated Net Leverage Ratio in respect of the Relevant Period ending on the Determination Date falling on 31 December 2024, is 1.77.
Pursuant to Condition 4 (b) we hereby also confirm that, for the purposes of calculating the Consolidated Net Leverage Ratio, the Net Consolidated Financial Position of Operations of the Group and the Consolidated Adjusted EBITDA of the Group in respect of the Relevant Period ending on the Determination Date falling on 31 December 2024 are equal to:
Net Consolidated Financial Position of Operations of the Group: Eu/000 89,316
Consolidated Adjusted EBITDA of the Group: Eu/000 50,382 Yours faithfully,
By: Alessandro Mutinelli Chairman and CEO
Italian Wine Brands Spa | https://www.italianwinebrands.it | info@italianwinebrands.it Sede legale Viale Abruzzi 94, 20131 Milano. T +39 02 30516516
Società per Azioni con c.s. di Euro 1.124.468,80
Registro Imprese Milano, Monza-Brianza, Lodi N 2053323 e P.IVA 08851780968