Alternus Energy SPAC Presentation Deck

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#1SCALING A LEADING CLEAN ENERGY COMPANY ALTERNUS CLEAN EARTH ACQUISITIONS CORP ENERGY October 2022#2Disclaimer About this Company Presentation This investor presentation (this "Presentation") is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the "Business Combination") between Clean Earth Acquisition Corp. ("Clean Earth") and Alternus Energy Group Plc ("Alternus") and for no other purpose. The information contained herein does not purport to be all-inclusive and none of Clean Earth, Alternus or their respective affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Viewers of this Presentation should make their own evaluation of Alternus and of the relevance and accuracy of the information contained herein and should make such other investigations as they deem necessary. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Clean Earth, Alternus, or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any investment decision. Caution Regarding Forward Looking Statements This document contains forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Clean Earth and the Seller. Certain statements included in this document that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Some of the statements contained in this document, including information incorporated by reference, discuss future expectations, plans or prospects, or state other forward looking information Words such as "intends", "believes", "expects," "anticipates,", "plans," "estimates," "should," "likely" or similar expressions reflecting something other than historical fact are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Such statements include, but are not limited to, statements about the benefits to the value of Clean Earth's stock. Such forward looking statements are based upon the current beliefs and expectations of Clean Earth's management and are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Clean Earth. Actual results may differ materially from the results anticipated in these forward-looking statements. Factors, among others, that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward- looking statements include and are not limited to: the impact of reduction, modification or elimination of government subsidies and economic incentives (including, but not limited to, with respect to solar parks); the impact of decreases in spot market prices for electricity; dependence on acquisitions for growth in Alternus's business and inherent risks relating to acquisitions and Alternus's ability to manage its growth and changing business; risks relating to developing and managing renewable solar projects; risks relating to PV plant quality and performance; risks relating to planning permissions for solar parks and government regulation; Alternus's need for significant financial resources (including, but not limited to, for growth in its business); the need for financing in order to maintain future profitability; lack of any assurance or guarantee that Alternus can raise capital or meet its funding needs; Alternus's limited operating history; risks relating to operating internationally, including currency risks and legal, compliance and execution risks of operating internationally; the potential inability of the parties to successfully or timely consummate the proposed business combination; the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination the approval of the stockholders of Clean Earth is not obtained; the risk of failure to realize the anticipated benefits of the proposed business combination; the amount of redemption requests made by Clean Earth's stockholders exceeds expectations or current market norms; the ability of Alternus or the combined company to obtain equity or other financing in connection with the proposed business combination or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations or inquiries; the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation, of the transaction; costs related to the proposed business combination; the impact of the global COVID-19 pandemic; the effects of inflation, and changes in interest rates; an economic slowdown, recession or contraction of the global economy; a financial or liquidity crisis; geopolitical factors, including, but not limited to, the Russian invasion of Ukraine, global supply chain concerns; the status of debt and equity markets (including market volatility and uncertainty); general business and economic conditions; the performance of financial markets and interest rates; the ability to obtain government approvals; and possible delays in government approvals. While we may elect to update these forward- looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our views change. Therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today. In addition, actual results or stockholder values may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, but not limited to, our ability to raise the necessary financing required to acquire the targeted renewable energy power plants listed herein and in other documents, on suitable terms. At this time, we do not have any offer to finance these plants and there is no guarantee that such financing will be agreed on suitable terms, or at all. If Clean Earth does not succeed in raising the required financing, then the plans outlined herein will be significantly curtailed. 2#3Disclaimer (Continued) Financial Information; Non-GAAP Financial Measures This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") including, but not limited to, EBITDA and EBITDA Margin. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Alternus's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the presentation of these measures may not be comparable to similarly-titled measures used by other companies. Clean Earth and Alternus believe these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Alternus's financial condition and results of operations. Clean Earth and Alternus believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing Alternus's financial results with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Clean Earth and Alternus are unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. Certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustments. Certain other amounts that appear in this Presentation may not sum due to rounding. Use of Projections This Presentation contains financial forecasts with respect to Clean Earth and Alternus's projected financial results, including Revenue, EBITDA and EBITDA Margin. Neither Clean Earth's nor Alternus's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Alternus or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data This Presentation includes certain information and statistics obtained from third-party sources. None of Clean Earth or Alternus has independently verified the accuracy or completeness of any such third-party information. Trademarks This Presentation contains trademarks, trade names and copyrights of Alternus, Clean Earth and other companies, which are the property of their respective owners. Additional Information about the Business Combination and Where to Find It Clean Earth intends to file with the SEC a proxy statement relating to the proposed Business Combination, which will be mailed to its stockholders once definitive. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Clean Earth's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the proxy statement and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Clean Earth, Alternus and the Business Combination. When available, the proxy statement and other relevant materials for the proposed Business Combination will be mailed to stockholders of Clean Earth as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, on Clean Earth's website at cleanearthacquisitions.com or by directing a request to: Clean Earth Acquisition Corp., 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738. Participants in Solicitation Clean Earth, Alternus and their respective directors and executive officers may be considered participants in the solicitation of proxies from the Clean Earth's shareholders with respect to the potential transaction described in this Presentation under the rules of the SEC. Information about the directors and executive officers of Clean Earth and their ownership of Clean Earth's securities is set forth in Clean Earth's Definitive Prospectus filed with the SEC on February 23, 2022. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company's shareholders in connection with the potential transaction will be set forth in the preliminary and definitive proxy statements when those are filed with the SEC. These documents are available free of charge at the SEC's website at www.sec.gov or by directing a request to: Clean Earth Acquisitions Corp., Attention: Martha Ross, CFO & COO, telephone: +1(800) 508-1531. 3#4CONTENTS 1 4 TRANSACTION OVERVIEW FINANCIALS & VALUATION 2 5 ALTERNUS OVERVIEW APPENDIX 3 OPERATING MODEL OVERVIEW 4#51 TRANSACTION OVERVIEW ALTERNUS ENERGY#6CLEAN EARTH ACQUISITIONS CORP OVERVIEW CLEAN EARTH ACQUISITIONS CORP Global, Proprietary Deal Flow 22 professionals, with diverse industry experience, focused on the convergence of technology, energy, climate, infrastructure and sustainability HO Experienced Management Team Decades of collective experience in the climate technology and sustainability sectors Robust, Buy-Side Screening Process Process to identify, diligence, and acquire the right asset(s) Disciplined Acquisition Approach At $230m, we will not compete with the surge in capital available for larger private rounds and will be able to be more selective and structured Aaron Ratner | CEO VECTR NEXUS CROSS RIVER INFRASTRUCTURE PARTNERS tte ULTRA CAPITAL GGENERATE Stanford University PMG Nicholas Parker | Chairman Cleantech UGE DELPHI GROUP emerald Technology Ventures Wissam Anastas | Advisor AMARENCO CASS ΜΕΝΑ SOLARWADI //DWS GIRA CAPITAL INSEAD SOCIETE CENERALE UBS ALL Transaction Overview 6 Martha Ross | CFO & COO HOUSING AUTHORITY OF THE CITY OF AUSTIN Bringing Opportunity Home TEXAS DELL H LCRA SALSANO Hill+Knowlton Strategies Candice Beaumont | Director L Investment ATHEMA Springwater Special Situations Corp. Julian Tung | Analyst CC CLIMATE COMMODITIES COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK#7TRANSACTION OVERVIEW . . Summary & Structure Alternus Energy Group ("Alternus") and Clean Earth Acquisitions Corp. ("CLIN") have executed a Business Combination Agreement setting forth the terms and conditions of a business combination (the "Transaction") pursuant to which CLIN will acquire substantially all of Alternus' subsidiaries, other than certain excluded subsidiaries Alternus is expected to receive -64% of the pro forma equity (excluding shares which may be released from an escrow account if earnout targets are met) Expected to close in the first quarter of 2023 Valuation Transaction implies a fully diluted pro forma enterprise value (EV) of ~$992.0 million, with implied valuation multiples of: . • 21.0x 2023 Full Year Pro Forma EBITDA of $47.2 million¹ . 6.6x 2024 Full Year Pro Forma EBITDA of $149.3 million¹ Alternus earnout of 35 million shares 8 million shares released from escrow if post-combination entity generates 'Adjusted EBITDA' of $33 million for the fiscal year ending December 31, 2023 and share price is at least $11.00 for a minimum number of trading days . . . Transaction Overview 7 . 12 million shares released from escrow if post-combination entity generates 'Adjusted EBITDA' of $75 million for the fiscal year ending December 31, 2024 and share price is at least $13.00 for a minimum number of trading days 15 million shares released from escrow if post-combination entity generates 'Adjusted EBITDA' of $135 million for the fiscal year ending December 31, 2025 and share price is at least $15.00 for a minimum number of trading days If the Adjusted EBITDA target is met, but the share price target is not met, earn-out can still be earned multiple of Adjusted EBITDA minus net debt) is met during 2028-2030 Capital Structure Transaction would result in ~$218.8 million of cash at closing from CLIN trust account, assuming no redemptions If the target is missed for 2023 or 2024, but a subsequent target is met, earnout shares attributable to an earlier year will be released from escrow upon meeting of the later- year target share price target or calculated share price target (based on Assumes 0% redemptions by CLIN public stockholders Notes (1) Alternus EBITDA reflects Pro Forma EBITDA after Annualization Adjustment as per Page 33#81. 2. 3. PRO FORMA VALUATION Pro Forma Ownership¹ CLIN Public Shareholders¹ Alternus Parent³ 63.7% CLIN Sponsor² 29.3% 7.0% CLIN Public Shares¹ Shares from CLIN Rights CLIN Sponsor² Pro Forma Valuation ($mm) Alternus Pre-Money Valuation³ Pro Forma Equity Value Plus: Existing Alternus Debt Less: Existing Alternus Cash Less: Transaction Cash to Balance Sheet Pro Forma Enterprise Value Total Alternus Equity Rollover³ CLIN Sponsor² CLIN Public Equity¹ Additional Cash in Trust¹ Target Cash Assumes 0% redemptions by CLIN public stockholders Excludes 2.56mm shares vesting at a share price of $12.50. Includes 890,000 shares from Private Placement Units. Excludes 35mm earnout shares that will be released from escrow upon meeting targets outlined on Page 7 Sources ($mm) $550.0 $60.0 $230.0 $2.3 $10.0 $852.3 Transaction Overview 8 Uses ($mm) Alternus Equity Rollover³ CLIN Sponsor² Cash to Balance Sheet¹ Fees & Expenses Total $230.0 $23.0 $60.0 $550.0 $863.0 $357.8 ($10.0) ($218.8) $992.0 $550.0 $60.0 $228.8 $13.5 $852.3#9ALTERNUS OVERVIEW ALTERNUS ENERGY 2#10ALTERNUS IS DIRECTLY ADDRESSING THE CLIMATE CHALLENGE... The world is on a one-time permanent transition from fossil to clean energy Alternus Overview 10#11... AS AN INDEPENDENT CLEAN ENERGY PRODUCER Alternus Overview 11 65 MWp Park, Witnica, Poland Alternus develops, installs & operates utility scale solar parks across Europe and the US... ...as long-term owners#12ALTERNUS SNAPSHOT Germany Italy Netherlands Romania Poland Current Owned Portfolio (MW) 168 10 26 42 89 Operational Projects 649 Development Projects 817 Total c. $450 million lifetime revenues² remaining from current operational assets with circa $172m of this contracted. 0.7 6X Revenue Growth in just 2 years...1. ($ millions) 6.3x 1.7 1.6 0.7 0.7 2.1x 5.2 7.1 7.6 6.4 10.6 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Exceptional track record of growth across markets creating predictable recurring revenues over the long term Owned Op Projects Owned Dev Projects Contracted Projects Exclusive Rights continuing at same pace underpinned by development and contracted projects ($ millions) 17.0 H1’22 Actual 31.9 Alternus Overview FY 2022 f/c (5.1x) 49.3 15.1 27.5 116.3 31.8 41.0 12.0 31.5 FY FY 2023 f/c 2024 f/c 251.3 c. 60% of revenue growth is either owned or contracted today³ 102.6 68.1 49.8 30.9 FY 2025 f/c 12 Notes: 1).actual revenues as reported on the Euronext Growth market in Oslo (www. https://alternusenergy.com/reports-presentations) at 1EUR = 1USD 2.) based on fixed rates PPA's, using current energy production and forecasted energy rates from a third-party expert firm. 3). Represents owned and contracted projects only, excluding Exclusive Rights' projects that reflect Letters of Intent that have been executed with sellers confirming price 6 terms and granting exclusivity to Alternus to complete due diligence & completion of binding contracts-see page 13. Please see assumptions on forecasts on page 33.#13ALTERNUS NOW HAS c.1.5 GW OF OWNED AND CONTRACTED SOLAR ASSETS UNDERPINNING NEAR TERM REVENUE GROWTH IN ADDITION, c.800 MWS WITH EXCLUSIVE RIGHTS TO ACQUIRE Projects owned and in development has doubled over the last year... MW 324 Sep-21 416 Dec-21 580 Mar-22 580 Jun-22 649 Sep-22 MW ...further growth expected through closing of contracted + exclusive rights projects... 649 Owned Development Projects 845 Contracted 811 Exclusive Rights 2,305 Total Notes: (1). "Owned Development Projects' is the total amount of projects owned by Alternus local SPV's. It is not anticipated that all of these projects will achieve operational status. See page 28. (2) Contracted' means that binding contracts (SPA's) have been completed-closing of the transaction is subject to the projects achieving the conditions precedent (CP's) and/or suitable financing. (3). 'Exclusive Rights' reflect Letters of Intent or term sheets that have been executed with sellers confirming price & terms and granting exclusivity to Alternus to complete due diligence & completion of binding contracts. ...in a well diversified portfolio MW Netherlands Italy Poland USA Spain Alternus Overview Greece 2,305 265 1,046 335 66 480 114 Countries 13#141 2 3 4 INVESTMENT HIGHLIGHTS WHY NOW? WHY ALTERNUS? 5 STRONG EXISTING OPERATING BUSINESS NOW PRIMED TO REALIZE EXCEPTIONAL GROWTH³ Highly cash generative portfolio combined with near term contracted assets (1.4 GWp) forecasted to generates revenue of $251m in FY25 converting into EBITDA of $208m (83% EBITDA margin) PURPOSE-BUILT BUSINESS MODEL DELIVERING IMMEDIATE AND LASTING SHAREHOLDER VALUE Early entry and operations across the total project lifecycle locks in a lower LCOE2. Proven project development platform continues to foster local partnerships to create value accretive milestones on a low cost /high value basis. HIGHLY EXPERIENCED LEADERSHIP TEAM MOTIVATED TO DELIVER SUSTAINED GROWTH Specialist teams in place spanning across development, construction and operations to maintain momentum and execution of the business plan UNPRECEDENTED MARKET FORCES CREATES A GENERATIONAL OPPORTUNITY Paradigm shift in regulatory and policy support across Europe and US due to changing market dynamics (REPower EU Package and US IRA act) CAPITAL EFFICIENT FINANCING STRATEGY RELEASES OPERATING CASH TO REINVEST INTO NEW ASSETS *Leveraging deep capital markets experience to optimize a prudent capital structure, using self amortizing project debt structures across a risk adjusted, balanced and diversified portfolio LIFETIME COMMITMENT TO ENVIRONMENTAL, SOCIAL & GOVERNANCE RESPONSIBILITES 6 * Established and committed use of environmental, social and governance ("ESG") principles to assess and mitigate risk, to identify opportunities for impactful decision making and responsible lifetime stewardship. Alternus Overview 14 FY25E EBITDA $208m FY22E EBITDA $16m 649 MWp of owned development assets Decades of renewable industry experience across Executive Team 20% CAGR¹ EU and US market growth FY22-FY26 10% target reinvestment rate improves Earnings per Share 1 Dedicated Senior Executive 3 Core Pillars Notes: (1) Source: Solar Power Europe 2022 Report: (2) LCOE = 'Levelized Cost of Energy' which reflects the total cost of ownership of energy assets over its full life (capex and opex):(3) See Disclaimer on Forward looking statements and Risk Factor and assumptions to forecasts on page 33; (4) Annual recurring revenue are from energy generated by the solar parks when fully operational multiplied by the rate received for the energy, either from contracted off takers and/or sales to the local energy grids#151 STRONG EXISTING OPERATING BUSINESS NOW PRIMED TO REALISE EXCEPTIONAL GROWTH¹ Alternus Overview 15 OWNED AND CONTRACTED PIPELINE TO CONTINUE EBITDA GROWTH TRAJECTORY THROUGH 2025 c. 60% OWNED OR CONTRACTED TODAY 'Stair Step' long term recurring EBITDA created from stable and predictable revenues with c. 66% contracted under 5-10 years PPA's. Amount of annual EBITDA not recorded in first year - carried over to following years $15.5 EBITDA FY 22E Contribution from projects achieving commercial operations US $22.9 $18.8 33% 241 MW 67% Poland Full Year Pro-forma EBITDA for operating projects at EOY ($10.0) Estimated Corporate Costs FY23 241 MW 100% Contracted $47.2 $22.9 $24.3 EBITDA FY 23E $56.8 ($ millions) $60.3 Contribution from projects achieving commercial operations USA Greece Spain 19% 8% 841 MW 21% Poland 40% Italy Notes (1) Adjustment to EBITDA to recognize the full year earnings from assets that was only operational for a part of the year. ($15.0) Estimated Corporate Costs FY24 Developemnt 21% 41% Exclusive Rights 841 MW $149.3 $56.8 $92.5 EBITDA FY 24E 37% Contracted Spain $64.0 Contribution from projects achieving commercial operations 28% $78.7 1,402 MW 33% USA 25% Italy 14% ($20.0) Estimated Corporate Costs FY25 Developemnt Netherlands 40% 1,402 MW $272.0 $64.0 33% $208.0 EBITDA FY 25E 27% Contracted Exclusive Rights#162 PURPOSE-BUILT BUSINESS MODEL DELIVERING IMMEDIATE AND LASTING SHAREHOLDER VALUE CAPTURES VALUE AT EACH STAGE- REDUCING CAPEX - INCREASING CERTAINTY OF PIPELINE 43 PROJECT DEVELOPMENT ("Project Rights") Early Late Stage Stage Project Identification Feasibility Analysis No fatal flaws identified Land options Low Development Costs Mid Stage Site secured Positive Grid assessment, Connection Offer Environmental assessment Low Development Costs ~5% of capital costs Notes (1) "RTB"- Ready to Build (2) "COD"- Commercial Operation Date Financial close Building Permits Grid connection Offtake contracts Grid Connection Deposit ~10% of capital costs INSTALLATION PHASE ("EPC") "RTB" Install Construction planning, procurement of components and services Park physically constructed Ready to Connect Panels, Inverters, Racking, Transformers, BOS Commission ALTERNUS ENERGY Grid Connection & commissioning Start of energy production Production ramp up Panels, Inverters, Racking, Transformers, BOS ~85% of capital costs "COD" RRR OPERATION PHASE ("O&M") Early Year 1-2 Proof of cashflow and planning parameters O&M Alternus Overview 16 Asset Management Long-term 35+ Years Long term production Operational life span optimization Potential technical upgrades Operation and Maintenance Asset Management Revenue assurance#173 HIGHLY EXPERIENCED LEADERSHIP TEAM MOTIVATED TO DELIVER SUSTAINED GROWTH SUPPORTED BY... HIGHLY MOTIVATED & TALENTED PEOPLE, ACTING AS ONE VINCENT BROWNE I Chairman & CEO ▪ Joined Alternus Energy in 2015 as CFO became Chairman & CEO in 2017 ▪ Responsible for leading the Group ▪ 7+ years solar experience ▪ 20+ years finance and operations experience JOSEPH DUEY I Chief Financial Officer ▪ Joined Alternus Energy in 2018 Leads the finance team ▪ 15+ years renewables experience ▪ 20+ years finance experience TALIESIN DURANT I Chief Legal Officer ▪ Joined Alternus Energy in 2018 ▪ Leads the legal team ▪ 5+ years solar experience ▪ 20+ years senior operating experience GARY SWAN I Chief Technical Officer ▪ Joined Alternus Energy in 2021 ▪ Leads project management and delivery teams and technology 30+ years renewables experience ▪ 30+ years technical experience GITA SHAH I Chief Sustainability Officer ▪ Joined Alternus Energy in 2017 ▪ Leads sustainability initiatives across the Group ▪ 6+ years solar experience • 5+ years strategic and operational management Global Team Composition LARRY FARRELLI Chief Information Officer Joined Alternus in 2019 ▪ 20+ years at senior leadership positions at Fortune 500 companies building high performing, cross functional, global teams Alternus Overview 17 DAVID FARRELL I Chief Commercial Officer ▪ Joined Alternus Energy in 2022 Leads the commercial activities including M&A ▪ 20 years capital markets, project finance, infrastructure and renewables, and finance industry experience 62 Employees 12 Nationalities 7 Countries 35% Female#184 UNPRECEDENTED MARKET FORCES CREATE A GENERATIONAL OPPORTUNITY August 2022, The United States passed the Inflation Reduction Act of 2022 (IRA), which provides $369 billion for climate and clean energy provisions Significant Tax equity benefits increasing the attractiveness of solar 69% increase in solar deployment across America by 2030 $600bn investment¹ AEG has a growing pipeline in the United States Solar employment to double to 538,000 by 2032 "Despite the headwinds presented by ongoing cost inflation and supply chain challenges, demand for clean energy sources has never been higher, and we expect that the global energy crisis will continue to act as an accelerant for the clean energy transition." Albert Cheung, Bloomberg Notes: (1) Source: IRA Fact sheet, www.whitehouse.gov (2) European commission EU Solar Energy Strategy (May 2022) The Russia-Ukraine war has shined a spotlight on Europe's dependency on Russian energy whilst exacerbating the Energy crisis EU Solar target of 600 GWac by 2030 from 136 GWac EOY2020 EU Led Reforms² Increased Energy Prices: REPowerEU Package Removing reliance on Russian Energy whilst producing clean energy 1. Ukraine-Russia war 2. Drop in Nuclear output 3. Hydro output reduced from drought Solar planning laws to be simplified to expediate delivery Alternus Overview 18 "Energy security is one of the most pressing topics for ... Europe. The EU will diversify away from Russian fossil fuels and will invest heavily in clean renewable energy. Ursula von der Leiden, President of the European Commission#195 $m's 24.0 22.0 20.0 18.0 16.0 14.0 12.0 10.0 8.0 6.0 4.0 2.0 CAPITAL EFFICIENT FINANCING STRATEGY RELEASES OPERATING CASH TO REINVEST INTO NEW ASSETS SELF AMORTIZING PROJECT DEBT STRUCTURES - (illustrative example) Year c.$27m Initial non-amortizing period increases cash available for reinvestment into new projects to drive organic EBITDA growth without need for additional equity 1 2 3 4 5 6 7 8 9 10 11 12 13 Interest Debt is then amortized over c. 22 years 14 15 16 Principal Debt fully repaid in year 25 ... 17 18 19 20 21 22 23 24 Cash available to Alternus 25 26 27 Unlevered cash flow tail Opportunistic refinancing potential 28 Alternus Overview 19 29 30 31 32 33 34 35 Note: (1) Assumes (a) Total debt funds 100% of costs (remaining under <75% leverage) under current facilities and terms available to the Company (b) Production of the parks in line with technical reports from expert third parties (c) Using the most recent future energy price curves for Italy and Spain provided by third party expert firm (d) expected operating costs based on current operating parks and known project direct costs. (e) Financing will be available on the same terms as Alternus' current financing. Any of these terms of assumptions may change in the future and cause the actual results to vary from the illustration provided. Refer to Forward Looking Statements. ◄Ø $22m Illustration above based on expected results from Alternus owned 178MW portfolio of PV solar parks in Italy & contracted 139MW portfolio in Spain when all fully operational¹#205 ALTERNUS APPROACH OF MATCHING DEBT AMORTIZATION MORE IN LINE WITH FULL PROJECT LIFE CREATES A SELF-FUNDED GROWTH ENGINE Reinvested cash available from operating projects period is leveraged with senior debt.... Initial non- amortizing period from operating projects increases cash available for reinvestment into new projects c. $27m Cash available for reinvestment (Illustrative example) Added to inhouse EPC margins counted as project finance for senior c. $28m Reinvestment of EPC margin c. $300m Available matching debt c. $355m Capital available for new investments ... used to increase installed capacity with no additional equity... Additional projects developed / installed / acquired with this funding Adds additional + C.450MW¹ of operating assets that in turn generate additional earnings when operational Note: (1) Assumes (a) Debt funds 100% of costs (remaining under <75% leverage) under current facilities and terms available to the Company (b) Production of the parks in line with technical reports from expert third parties (c) Using the most recent future energy price curves for Poland provided by third party expert firm (d) expected operating costs based on current operating parks and known project direct costs. Any of these terms of assumptions may change in the future and cause the actual results to vary from the illustration provided. Refer to Forward Looking Statements. Alternus Overview ● ...resulting in additional EBITDA to the group Creates cumulative additional EBITDA over c. 35 year Project life 20 Case Study: Alternus has already demonstrated this strategy with recent acquisition of 24MW in Poland • c.$53m cash to Alternus expected over project lifetime • No new equity issued#216 LIFETIME COMMITMENT TO ENVIRONMENTAL, SOCIAL & GOVERNANCE RESPONSIBILITES POSITIVE DIRECT ENVIRONMENTAL IMPACT¹ $RAR CO2 101,900 MWH of clean energy produced² 54,278,000 kilograms equivalent of carbon dioxide avoidance² 2 million trees Equivalent to the carbon sequestered annually³ 24,270 Equivalent homes in powered annually4 POSITIVE DIRECT SOCIAL IMPACT The Alternus Sustainable Arts Initiative was established in 2022 as a tangible application of Alternus Energy's sustainability policy in addition to our work in the renewable sector. Alternus Sustainable Arts Initiative The Initiative was established to foster sustainability in the arts by supporting artists and providing them with a platform to share their work and create value for their art. Artists are tasked with creating art with recycled or repurposed materials. Alternus signed an initial 3-year partnership with NCAD National College of Art and Design in Ireland. Winning artists receive a financial reward, and all artwork is displayed on the initiative's website. The physical artwork is displayed in Alternus Energy's offices and partner offices around the world. See the winning artwork from year one here at https://alternussustainablearts.com Alternus Energy is committed to supporting the ongoing sustainability of artists in our communities through continuous expansion of the Artistic disciplines that it funds internationally. Alternus Overview GOVERNANCE Majority of Independent Directors with diverse perspectives and expertise Board committees comprised only by independent members to protes Only one class of shares. No special rights. SHARED FUTURE OUR 21 Notes: (1) Based on FY 2021 energy production. (2) Alternus uses Meteocontrol Performance Monitoring System to track production from our solar parks. Country-specific electricity grid greenhouse gas emission factors are used alongside production data to calculate the avoided carbon emissions. (3) the average annual carbon offset of 26.635 kg Co2 per tree (Encon) is used to calculate the number of trees required to avoid that level of carbon. (4) The average annual demand for Irish households (4.200 kWh) (Bonkersie) is used to calculate the number of homes powered.#22OPERATING MODEL OVERVIEW ALTERNUS ENERGY 3#23STRAIGHT FORWARD OPERATING MODEL DELIVERS PREDICTABLE LONG-TERM ANNUAL RECURRING REVENUES (ARR's) Zero input costs (post CapEx) + stable production & predictable production = consistent margins over long term $ Fixed Price Unlimited 1. Input from Sun Rates paid from Grid 4. 30+ years Ħ Energy Supplied To Power Grid 2. Parks Generate Green Energy 3. Alternus Overview ▪ Sell the clean energy generated by our solar parks via connection to national power grids... ▪ under Investment Grade Offtake Contracts + Merchant "Feed-In-Tariff (FIT)" @ 15-20 years fixed prices for all energy produced or... with a combination of..... Power Purchase Agreements (PPA) with corporates or utilities (average 70%/30%) @ 5-10 years ▪ with c. 35 years project life ▪ and c. 80% project gross margins over project lifetime delivering c. 23% cash to equity (potentially no equity reqd.) 23#24CAPITAL EFFICIENT FINANCING STRATEGY RELEASES OPERATING CASH TO Operating Model Overview 24 REINVEST INTO NEW ASSETS SELF AMORTIZING PROJECT DEBT STRUCTURES (illustrative example) $m's 24.0 22.0 20.0 18.0 16.0 14.0 12.0 10.0 8.0 6.0 4.0 2.0 Year c.$27m Initial non-amortizing period increases cash available for reinvestment into new projects to drive organic EBITDA growth without need for additional equity 1 2 3 4 5 6 7 8 9 10 11 12 13 Interest - Debt is then amortized over c. 22 years 14 15 16 Principal Debt fully repaid in year 25 ... 17 18 19 20 21 22 23 24 Cash available to Alternus Opportunistic refinancing potential 25 26 27 Unlevered cash flow tail 28 29 30 31 32 33 34 35 ◄Ø $22m Illustration above based on expected results from Alternus owned 178MW portfolio of PV solar parks in Italy & contracted 139MW portfolio in Spain when all fully operational¹ Note: (1) Assumes (a) Total debt funds 100% of costs (remaining under <75% leverage) under current facilities and terms available to the Company (b) Production of the parks in line with technical reports from expert third parties (c) Using the most recent future energy price curves for Italy and Spain provided by third party expert firm (d) expected operating costs based on current operating parks and known project direct costs. (e) Financing will be available on the same terms as Alternus' current financing. Any of these terms of assumptions may change in the future and cause the actual results to vary from the illustration provided. Refer to Forward Looking Statements.#25ALTERNUS APPROACH OF MATCHING DEBT AMORTIZATION MORE IN LINE WITH FULL PROJECT LIFE CREATES A SELF-FUNDED GROWTH ENGINE Reinvested cash available from operating projects period is leveraged with senior debt.... Initial non- amortizing period from operating projects increases cash available for reinvestment into new projects c. $27m Cash available for reinvestment (Illustrative example) Added to inhouse EPC margins counted as project finance for senior c. $28m Reinvestment of EPC margin c. $300m Available matching debt c. $355m Capital available for new investments ... used to increase installed capacity with no additional equity... Additional projects developed / installed / acquired with this funding Adds additional + C.450MW¹ of operating assets that in turn generate additional earnings when operational Note: (1) Assumes (a) Debt funds 100% of costs (remaining under <75% leverage) under current facilities and terms available to the Company (b) Production of the parks in line with technical reports from expert third parties (c) Using the most recent future energy price curves for Poland provided by third party expert firm (d) expected operating costs based on current operating parks and known project direct costs. Any of these terms of assumptions may change in the future and cause the actual results to vary from the illustration provided. Refer to Forward Looking Statements. Operating Model Overview ● ...resulting in additional EBITDA to the group Creates cumulative additional EBITDA over c. 35 year Project life 25 Case Study: Alternus has already demonstrated this strategy with recent acquisition of 24MW in Poland • c.$53m cash to Alternus expected over project lifetime • No new equity issued#26REINVESTMENT OF IN-HOUSE INSTALLATION (EPC) MARGINS FURTHER SUPPORTS "SELF-FUNDED" GROWTH Illustrative Alternus solar park CapEx components and funding sources Alternus' EPC margin Modules Inverters Balance of System + Grid Project Rights c. 10% Notes (1) LTC - Loan to cost c. 40% c. 10% c. 25% c. 15% Total project capex c. 80% Senior debt financing LTC¹ c. 20% Required project funding -c. 10% Reinvestment of EPC margin Cash available for reinvestment c. 10% Alternus project equity contribution Operating Model Overview 26 Alternus typically achieves a gross margin of circa 10% on its EPC activities ▪ Reinvestment of this margin in the projects reduces need for new project equity Senior debt remains below 75% LTV which is within normal banking parameters Organically developed assets will require a lower Projects Rights% of the total costs as Alternus will develop projects in-house. This has the potential to reduce the project equity contribution#27IN-HOUSE O&M SERVICE CAPTURES A LARGER SHARE OF PROJECT REVENUE Illustrative European project cash generation for Alternus for projects with in-house O&M services 100% Solar park revenue c. 16% c. 56% c. 7% c. 21% Solar park cash uses Opex ↑ Debt service Tax Cash to Alternus c. 2% c. 14% Total project OpEx Alternus O&M margin¹ Other OpEx Notes (1) OGM fees charged to project SPV's less cost of providing the services, where Alternus is the OGM provider. Not all projects will be serviced by Alternus. (2) Based on European portfolio lifetime cash flows Operating Model Overview Alternus benefits from in-house O&M capability by capturing margin otherwise paid to third party providers. ▪ Cashflow from projects is available to fund additional construction / acquisition of additional capacity to further grow portfolio and reduce external funding requirements 27 O&M capability results in Alternus receiving c. 23% of project cashflows over the project life#28CURRENT DEVELOPMENT PROJECTS REPRESENT UNLOCKED EQUITY VALUE Contracted Development portfolio (MW)... 849 200 Owned 649 Estimate of MW that may not be determined viable c. 40% Current MWs not Development viable Portfolio c. 510 MWs that reach Installation phase ...expected to generate significant equity value when maturing through the various project stages ($ millions) Approx. 40% required for current development portfolio, remaining 60% required to take risk adj. projects all the way to Ready to Build (RTB) c. $38.0 Dev. cost for 849MW Note: Ability to move projects through the various project stages is dependent on sufficient and suitable financing available at the RTB and COD stages. Refer to risk factors. ~2.5x Value creation through dev. phase c. $91.8 Operating Model Overview 28 Equity value of 510MW that achieve RTB <1.0x Value creation through construction phase c. $127.5 Equity value of 510MW at COD#29ROBUST PROJECT FINANCIAL EVALUATION PROCESS ENSURES ALL PROJECTS ARE PROFITABLE OVER THEIR FULL LIFE CYCLE Projects are ranked 'early and continually' in order to select only those with the 'lowest risk & highest return'. Investment Metric: Levelized Cost of Electricity (LCOE): LCOE¹ can be viewed from an economic perspective as an "average" electricity price (MW-h) that must be earned by a specific generation source to break even. A project will generate positive equity returns where Contracted/Market electricity prices are above the LCOE LCOE by Technology (USD, real 20212) / Solar PV-Trailblazing LCOE Reduction 247/MW-h Open cycle gas Fossil-fuel based energy 109/MW-h Coal 83/MW-h 75/MW-h Offshore wind Geothermal Renewable energy 60/MW-h Combined cycle gas 38/MW-h 36/MW-h Onshore wind Solar PV Illustrative Example (USD) 36/MW-h LCOE 1. The formula to calculate the LCOE is (Present Value of DevEx + CapEx + OpEx Over the Lifetime)/(Present Value of All Electricity Generated Over the Lifetime). 2. Lazard Levelized Cost of Energy report v.15 Operating Model Overview Positive Equity Returns Equity value created where LCOE is less than I the PPA price or the forecasted market prices 45/MW-h Fixed Term PPA 48/MW-h Market PPA 29#30EXTENSIVE VERIFICATION BEFORE ACQUISITION BY LEADING ADVISOR GROUPS Top-Tier due diligence advisors Legal DD Advisors Technical DD Advisors Financial DD Advisors ● ● ● ● ● • Red Flag reports • Performance measurement Regulatory and planning compliance Performance improvement ● ● Legal due diligence on PV Parks and SPV's Draft SPA Agreements Permit Authorization & Verification Regulatory advice and compliance Financing contracts International support network Financial due diligence previous 3 years Tax due diligence Tax planning • Project modelling Corporate finance International support network ● Risk Assessments Desk and physical audit ● Operating Model Overview ▪ Alternus works with world leading advisors to ensure the projects acquired are suitable and in line with laws, technology and operational parameters ▪ All potential acquisitions undergo extensive and detailed verification before acquisition ▪ Advisors are approved by our senior lending partners for deal evaluation 30#31FINANCIALS & VALUATION ALTERNUS ENERGY 4#32EXCELLENT PERIOD ON PERIOD RESULTS - H1 2022 +114% +112% + 2x 5x ~$30 million ARR (H1'21 -$14 million ARR) 168 MW of assets in operation (H1'21 – 79MW of assets in operation) $18.3M of revenue (H1'21 - $7.4M) $8.9M of EBITDA (H1'21 - $1.6M) Financials & Valuation 32 Strong market tailwinds Expansion of executive management and key team members to support growth Successful integration of EPC and O&M activities YTD Energy production ahead of 2022 expectations (+9%) ▪ Strong local relationships driving recurring business, reflecting in contracted backlog and pipeline Progressing negotiations with Tier 1 European banks to fund planned construction activities#33CONSOLIDATED INCOME STATEMENT ACTUAL AND FORECASTED USD millions Revenue Cost of goods sold Gross profit General and administrative EBITDA Depreciation & Amortisation Operating profit/(loss) Other Net financing costs Profit before tax Tax Profit /(loss) for the period Ratios Gross margin EBITDA margin FY'21 Actual 21.4 (7.2) 14.2 (5.4) 8.8 (5.4) 3.4 (4.8) (16.9) (18.3) (0.5) (18.8) 66% 41% 2022 6 months Actual 18.3 (5.2) 13.1 (4.2) 8.9 (4.4) 4.5 0.2 (8.7) (4.0) (4.0) 72% 49% FY'22 f/c 31.9 (8.4) 23.5 (8.0) 15.5 (9.5) 6.0 (14.7) (8.7) (1.4) (10.1) 74% 49% FY' 23 f/c 49.3 (5.9) 43.4 (10.0) 33.4 (13.8) 19.6 (23.1) (3.5) (2.1) (5.6) 88% 68% FY' 24 f/c 116.3 (8.8) 107.5 (15.0) 92.5 (24.5) 68.0 (52.3) 15.7 (7.0) 8.7 92% 80% FY' 25 f/c 251.2 (22.3) 228.9 (20.0) 208.9 (53.8) 155.1 (135.2) 19.9 (20.5) (0.6) 91% 83% NOTES: Euro: USD conversion rate 1:1 for the forecasted periods. 2021 historical financial statements are based on IFRS audited financial statements converted to USD and US GAAP accounting, 2022 6 months actual is based on IFRS management reported financials converted to USD and US GAAP. See 2022- 2025 forecasted assumptions on page 34 Non-GAAP Measures includes: 'EBITDA' / 'Reported EBITDA/ Booked EBITDA' is Earnings Before Interest, Taxes, Depreciation, and Amortization; Annualization Adjustment' refers to the EBITDA generated in the first 12 months of operations of any projects that has not been included in the Reported EBITDA. Pro-Forma EBITDA refers to EBITDA plus the Annualization Adjustment as presented in the Non-GAAP Measure Run Rate EBITDA graphs for FY2023(E) and FY2024(E) Financials & Valuation Non-GAAP Measure Run Rate EBITDA ($ millions) 13.8 33.4 2023 92.5 FY'23 (E) Annualization FY'23 (E) (as reported) Adjustment (Pro forma) 59.9 2024 47.2 FY'24 (E) Annualization (as reported) Adjustment 149.3 FY'24 (E) (Pro forma) 33#34FORECAST ASSUMPTIONS 2022- 2025 Forecast Common Assumptions: • Production estimates based on 3rd party engineering reports or internal production reports and adjusted for the appropriate panel degradation. Financials & Valuation • Revenues for each project is calculated by multiplying the production by the KW/h energy rates based on a specific offtake agreement or if no offtake agreement, then Alternus uses forecasted energy rates provided by an expert 3rd party. • Operations and maintenance (O&M) costs are based on contracted amounts for O&M, land leases, insurance. Other O&M costs is an estimate based on Alternus management's analysis. Asset management costs are estimates based on Alternus management's analysis of what the costs will be to maintain the number of SPV's associated with the project(s). Taxes are based on the specific prevailing tax rates per country. No significant changes in accounting policy or material one-time charges. 2022 Forecast based on the following: • Current Projects Owned and Operating 165MWs, plus additional projects in 2022, that are currently under contract, make up the revenue forecast Debt is based on existing bond debt at 6.5% that is expected to be refinanced in H22023 for another 3-year term estimated at the current bond interest rate. At this time it is assumed that the debt will be non-amortizing and mature in H22026. The debt is then assumed to be amortized for 15-20 years based on the remaining project life. Corporate overhead is estimated at $8.0 million for 2022. 2023 Forecast based on the following: • The 2023 forecast is generally based on the same assumption as the 2022 forecast, plus additional projects that are currently owned, under contract or exclusive rights in 2023 that make up the revenue forecast. New projects, assumed that Alternus will offtake agreements with investment grade off-takers (BBB- or better) for a least 70% of the production, which is consistent with current projects that do not have a feed in tariff agreement. Debt assumes a twenty-five-year tenor with the first three years being non amortizing based on interest rates and terms available to Alternus today Corporate overhead is estimated at $10.0 million for 2023. 2024 Forecast based on the following: • The 2024 forecast is generally based on the same assumption as the 2023 forecast, plus additional projects that are currently owned, under contract or exclusive rights in 2024 that make up the revenue forecast. New projects, assumed that Alternus will have offtake agreements with investment grade off-takers (BBB- or better) for a least 70% of the production, which is consistent with current projects that do not have a feed-in-tariff agreement. • Debt assumes a twenty-five-year tenor with the first three years being non amortizing based on interest rates and terms available to Alternus today Corporate overhead is estimated at $15.0 million for 2024. 2025 Forecast based on the following: • The 2025 forecast is generally based on the same assumption as the 2024 forecast, plus additional projects that are currently owned, under contract or exclusive rights in 2025 that make up the revenue forecast. New projects, assumed that Alternus will have offtake agreements with investment grade off-takers (BBB- or better) for a least 70% of the production, which is consistent with current projects that do not have a feed in tariff agreement. • Debt assumes a twenty-five-year tenor with the first three years being non amortizing based on interest rates and terms available to Alternus today • Corporate overhead is estimated at $20.0 million for 2025. 34#352024 TRADING MULTIPLES 2024E EV/EBITDA 2024E EV / Revenue 6.6x ALTERNUS 8.5x 22.0x 13.2x 9.9x sunnova ENCAVIS NEOEN 11.8x 9.8x 9.7x 11.7x NORTHLAND POWER 8.4x 11.5x 10.8x 7.8x edp renováveis BORALEX ALTUS POWER 6.9x 10.3x NORTHLAND POWER 6.5x 9.0x ALTUS POWER voltalia 6.2x 8.6x Azure Power Atlantica 6.2x 7.3x Financials & Valuation 35 4.9x North America & Europe Focused Global 6.3x Azure Power ReneSola 2.9x 4.9x GreenVolt 2.5x Atlantica voltalia ECOENER GreenVolt Median: 10.3x 3.8x ECOENER ALTERNUS ENCAVIS NEOEN edp renováveis BORALEX sunn va Source: S&P Capital IQ, Market Data as of 10/11/2022. Peer Revenue and EBITDA reflect Analyst Consensus Estimates for Fiscal Years, which may be calculated differently from how Alternus calculates EBITDA and may or may not include annualization or other adjustments. 1) Alternus 2024E EV/EBITDA multiple based on FY'24 Pro Forma EBITDA after Annualization Adjustment of $149.3 million per Page 33 Median: 6.5x 1.1x ReneSola#36OPERATIONAL BENCHMARKING ALTERNUS RESULTS BASED ON EXISTING OWNED AND CONTRACTED PROJECTS EBITDA CAGR (2022-2024) Revenue CAGR (2022-2024) 2024 EBITDA Margin 109.2% 82.5% ALTERNUS ALTUS POWER reenvolt 78.6% 80.0% ALTERNUS 66.4% 54.7% 84.6% edp renováveis 45.7% 53.8% 84.2% 44.2% sunnova ECOENER voltalia 52.6% 83.2% NEOEN Azure Power 34.4% 27.6% ALTERNUS ALTUS POWER GreenVolt ECOENER Sunnova NEOEN Renes la voltalia 77.9% 20.6% 22.8% 76.0% ReneSola NEOEN 19.7% 19.5% 75.0% BORALEX ECOENER ENCAVIS 15.0% 71.2% Atlantica 11.3% Azure Power 11.0% Azure Power 63.6% ALTUS POWER 7.9% edp renováveis 10.7% ada renováveis 58.8% NORTHLAND POWER Financials & Valuation 36 54.6% North America & Europe Focused Global 6.9% 3.1% 2.4% Atlantica ENCAVIS BORALEX 6.3% 4.2% Atlantica BORALEX voltalia 50.9% GreenVolt Median: 19.5% 35.7% 3.1% ENCAVIS -3.4% NORTHLAND POWER Median: 15.0% -2.4% NORTHLAND POWER Median: 71.2% 17.4% sunnova Renes la Source: S&P Capital IQ, Market Data as of 10/11/2022. Peer Revenue and EBITDA reflect Analyst Consensus Estimates for Fiscal Years, which may be calculated differently from how Alternus calculates EBITDA and may or may not include annualization or other adjustments. 1) Alternus EBITDA CAGR reflects Pro Forma EBITDA after Annualization Adjustment per Page 33. Alternus EBITDA Margin reflects "EBITDA" and "EBITDA Margin" per Page 33.#372022 YEAR TO DATE AVERAGE DAILY TRADING VOLUME 2022 YTD ADTV Numbers displayed in (000's) 20 3,066 902 ALTERNUS SUnnova Renes la ОВЕ NYSE NYSE 755 edp renováveis ENXTLS 710 NORTHLAND POWER TSX 688 ALTUS POWER NYSE Source: S&P Capital IQ, Market Data as of 10/11/2022. Average Daily Trading Volume Year to Date starting 1/1/2022 557 Atlantica Nasdaq 499 453 ENCAVIS GreenVolt XTRA ENXTLS 424 Azure Power NYSE 332 Financials & Valuation 37 North America & Europe Focused Global 156 BORALEX NEOEN TSX ENXTPA Median: 499 45 voltalia ENXTPA 16 ECOENER BME#38APPENDIX ALTERNUS ENERGY 5#39OFFTAKE CONTRACT TYPES - FIT VS. PPA Feed-in-Tariff (FIT) A Feed-in Tariff (FiT) is a renewable energy payment that is a policy mechanism designed to accelerate investment in renewable energy technologies . W W It provides the investor with a purchasing guarantee that stipulates a fixed price over the economic life of the power plant . This is achieved by offering long-term government-backed contracts to renewable energy producers, typically based on the cost of generation of each technology The duration of the FiT varies between 8-25 years depending on the country, region and technology The FiT rate is not uniform across all renewable energy generating technologies and varies based on numerous criteria and costs Power Purchase Agreement (PPA) All current PPAs for Alternus operational parks are contracted with a utility or energy supplier as the counterparty. Currently ALTN benefits from both a FiT and PPA payment for its Italian operational assets. The company also benefits from a PPA payment as well as Green Certificates for its operational assets in Romania In Italy and Germany Alternus current operational parks benefit from a 20-year government-backed FIT under the Conto Energia and EEG respectively. In the Netherlands Alternus operational park benefits from a 15-year government-backed FIT under the SDE+ mechanism A utility PPA is the most common form of PPA, whereby an energy generator enters into an agreement with an energy supplier/utility to purchase the energy produced by the generator The contract will stipulate that the generator delivers the power to the energy supplier/utility where the project is physically connected to the grid network The terms of the contract can vary depending on the requirements on the energy generator, but it can be arranged that the energy generator is paid a fixed price per kWh of energy produced The length of the contract can vary and depends on the requirements of the energy generator but generally can be anywhere between 3 up to 10 years # Energy produced by the Solar Park owned and operated by the SPV is fed into the National Electricity Grid The SPV is paid a FEED-IN-TARIFF by the relevant Government Body for every KWh of energy produced by the Solar Park The utility/energy supplier contracts separately with the end user customer directly The electricity grid network delivers electricity to the end user under a contract with a utility/energy supplier ALTERNUS ENERGY The SPV has a PPA in place with a utility/energy supplier for the energy produced by the solar installation and is paid a fixed price per kWh of energy produced Utility/Energy Supplier # Appendix 39 Alternus Energy is the parent company that owns the SPV The SPV owns and operates the Solar Park ALTERNUS NERG Alternus Energy is the parent company that owns the SPV The SPV owns the solar park which feeds energy produced directly into the electricity network#40PORTFOLIO OFFTAKER OVERVIEW Offtake Type Term % of Revenue Long term counterparty PPA Counterparty/ Service provider • GSE FIT - 20 Years from first operation • PPA - 1 year + ● Italy Italian government backed Feed-in-Tariff (FIT) program processed by the GSE Short term PPA for energy sales with multiple off-takers ● FIT - 85% PPA/Merchant - 15% ego GSE Gestore Servic Energetici enercity positive energie gnera • Short term PPA for energy sales with multiple off-takers . ● Romania Romanian government issued Green Certificates (GC's) under an EU support scheme are processed by ANRE which are then traded on OPCOM, the exchange market for energy . ANRE GC Scheme - 15 Years from first operation PPA - Variable pricing GC-85% PPA/Merchant - 15% у opcom NEXT PARTNERS ENERGY enel ANRE TINMAR energy electrica furnizare Netherlands • SDE + subsidy scheme managed by the Netherlands Enterprise Agency (RVO) Project receives two cash payments (1) from the state department RVO and (2) from Engie as part of the energy value. The total of (1) and (2) amounts to the fixed SDE+ granted subsidy SDE+ Subsidy - 15 Years form first operation SDE+ Subsidy - 100% Rijksdienst voor ondernemend Nederland eNGie ● ● Poland Corporate PPA with Gorazdze Cement of Heidelberg Cement Group (Investment Grade off-taker BBB-) Feed-in-Tariff (CfD) with Polish Energy Regulatory Office of Electricity Merchant energy sales - Energy sold on the national energy marketplace. Statkraft manage this process on behalf of Alternus Corporate PPA - 10 Year CfD - 15 Years PPA 70% / Merchant 30% CfD - 15 years Appendix 40 Urząd Regulacji Energetyki HEIDELBERG CEMENT Statkraft#41Risk Factors (1 of 2) Risk Factors The list below of risk factors has been prepared solely for purposes of the proposed business combination of Clean Earth Acquisitions Corp. ("Clean Earth") and Alternus Energy Group Plc ("Alternus"), pursuant to which Clean Earth will acquire all of Alternus's interests in its subsidiaries, other than certain excluded subsidiaries (the "Acquired Subsidiaries") (the "Business Combination"). All references to "Alternus," the "Company," "we," "us" or "our" refer to the business of Alternus conducted through the Acquired Subsidiaries and all reference to the Combined Company refer to Clean Earth and the Acquired Subsidiaries after the closing of the Business Combination. The risks presented below are certain of the material risks related to the Company and the Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and Clean Earth, with the U.S. Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the Business Combination. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and Clean Earth and the proposed transactions between the Company and Clean Earth, and may differ significantly from and be more extensive than those presented below. You should carefully consider these risks and uncertainties, together with the information in the Company's consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment post-combination company. There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company's business, financial condition and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company's business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company's equity securities may decline. Risks Related to Alternus and the Industry in which It Operates •Alternus is a holding company that relies on distributions and other payments, advances, and transfers of funds from its subsidiaries to meet its obligations. •The seasonality of Alternus's operations may affect its liquidity and will affect its quarterly results. •Failure to manage the Alternus's growing and changing business could have a material adverse effect on the business, prospects, financial condition, and results of operations. •The delay between making significant upfront investments in Alternus's solar parks and receiving revenue could materially and adversely affect Alternus's liquidity, business and results of operations. •Alternus's limited operating history may not serve as an adequate basis to judge its prospects and results of operations. •The holding companies of Alternus and its subsidiaries have a significant number of foreign subsidiaries with whom they have entered into many related party transactions. The relationship of such holding companies with these entities could adversely affect Alternus in the event of their bankruptcy or similar insolvency proceeding. •Alternus's business as an independent power producer (IPP) requires significant financial resources and the growth prospects and future profitability of Alternus depends on the availability of additional funding options with acceptable terms. Alternus needs to obtain financing to meet these requirements, and there can be no assurance that it will be successful in obtaining such financing on acceptable terms. If Alternus does not successfully execute its financing plan its business and results of operations would be materially and adversely affected. •If sufficient demand for solar parks does not develop or takes longer than anticipated to develop, Alternus's business, financial condition, results of operations and prospects could be materially and adversely affected. •Alternus may be subject to unforeseen costs, liabilities or obligations when operating and maintaining solar parks. •Alternus may be subject to the impact of reduction, modification or elimination of government subsidies and economic incentives (including, but not limited to, with respect to on solar parks); •Alternus may be affected by the impact of decreases in spot market prices for electricity. Refurbishment of renewable energy facilities involve significant risks that could result in unplanned power outages or reduced output. •Business interruptions, whether due to catastrophic disasters or other events, could adversely affect Alternus's operations, financial condition, and cash flows. •Fluctuations in foreign currency exchange rates may negatively affect the Alternus's revenue, cost of sales and gross margins and could result in exchange losses. •Alternus has substantial operations outside of the United States which presents specific risks to its business. •Alternus's business, results of operations, financial condition and cash flows has been and may continue to be materially and adversely affected by the outbreak of COVID-19. •Alternus's business and results of operations may be affected by inflation and changes in interest rates, an economic slowdown, recession or contraction of the global economy, a financial or liquidity crisis, geopolitical factors, including, but not limited to, the Russian invasion of Ukraine, global supply chain concerns, and the status of debt and equity markets (including, without limitation, market volatility and uncertainty). 41#42Risk Factors (2 of 2) Legal and Regulatory Risks Alternus may, in the ordinary course of business, become involved in such proceedings which may be expensive, lengthy, and disruptive to normal business operations and require significant attention from Alternus's management bodies. . . . . Failure to comply with laws and regulations where Alternus develops, constructs and operates solar power projects may materially and adversely affect our business, results of operations and financial condition. Alternus is subject to anti-corruption, anti-bribery, anti-money laundering, economic and trade sanctions and similar laws. Non-compliance with such laws can subject Alternus to criminal or civil liability and harm our business, revenues, financial condition, and results of operations. Alternus is subject to the laws of each of the foreign jurisdictions in which its Acquired Subsidiaries are organized. Alternus's energy facilities may be located on land which may be subject to government seizure or expropriation. Alternus is subject to the risk of potential disputes with property owners or third parties who otherwise have rights to or interests in the properties used for Alternus's solar parks. Risks related to Alternus's Financial Situation Alternus's substantial indebtedness could adversely affect its business, financial condition, and results of operations. Alternus will need additional financing to maintain future profitability There can be no assurance or guarantee that Alternus can raise capital or meets is funding needs. Risks Related to the Business Combination . ● . . Alternus is subject to counterparty risks under our Feed in Tariff (FiT) price support schemes and Green Certificates (GC) schemes. Alternus has limited business insurance coverage internationally. . . Following the consummation of the Business Combination, the Combined Company's significantly increased expenses and administrative burdens as a public company in the United States could have an adverse effect on its business, financial condition and results of operations. The initial stockholders of Clean Earth, including its officers and directors, have interests in the Business Combination that are different from, or in addition to, the interests of Clean Earth's other stockholders and warrant holders in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals. Both Clean Earth and Alternus will incur significant transaction costs in connection with the Business Combination. The consummation of the Business Combination is subject to a number of conditions, including approval of Clean Earth's stockholders, and if those conditions are not satisfied or waived, the definitive agreement for the Business Combination may be terminated in accordance with its terms and the Business Combination may not be completed. Our management team has limited experience managing a publicly traded company in the United States and may not successfully or effectively manage the transition of the predecessor businesses to a public company in the United States following the Business Combination. The ability of Clean Earth's stockholders to exercise redemption rights with respect to a large number of outstanding shares of common stock could limit the amount of cash available to the Combined Company for growth and reduce the Combined Company's public "float." If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of Clean Earth's securities or, following the consummation of the Business Combination, the value of the Combined Company's securities, may decline. There can be no assurance that the Combined Company's securities will be approved for listing on the chosen stock exchange or that the Combined Company will be able to comply with the continued listing standards of such stock exchange. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. Following the completion of the Business Combination, the majority of the Combined Company's shares will be owned by an Irish company publicly listed on Euronext Growth (Oslo), which could adversely affect the ability of stockholders to exercise control and the public float, trading volume and market price of the Combined Company's common stock. 42#43CORPORATE HEADQUARTERS WEBSITE EXECUTIVE MANAGEMENT BOARD OF DIRECTORS Unit 9-10, Plaza 212, Blanchardstown Corporate Park 2, Dublin, D15 PK64, Ireland Vincent Browne (Irish) - CEO Joseph Duey (US) - CFO 1 Tali Durant (US) - General Counsel Gary Swan (Irish) CTO Larry Farrell (Irish) - CIO David Farrell (Irish) - CCO Vincent Browne (Irish) - Chairman and CEO John Thomas (US) - Non-Executive Director John McQuillan (Irish) - Non-Executive Director Tone Bjornov (Norway) - Non-Executive Director Javade Chaudrhi (US) - Non-Executive Director Jon Masdal (Norway) - Non-Executive Director ALTERNUS ENERGY

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