Board demands Valuation data, withholds fees

AQUILA EUROPEAN RENEWABLES PLC

15 June 2026

Board Demands Valuation Disclosure from Commerzbank-owned Investment Adviser and

Withholds Investment Advisory Fees

As announced on 1 June 2026, the Board of Aquila European Renewables plc ("AERI" or the "Company") requested that Aquila Capital Investmentgesellschaft mbH ("Aquila Capital"), the Company's investment adviser and a wholly-owned subsidiary of Commerzbank Group, forbear £160,000 in investment advisory fees. The request followed the breakdown of discussions regarding Aquila Capital's proposal to acquire part of the Company's portfolio and reflects the quantum of legal fees incurred by the Company in relation to the unsuccessful proposed sale.

Aquila Capital has refused the request.

In its response, Aquila Capital set out its explanation for withdrawing the original mutually agreed proposal, materially altering the terms of the proposed transaction at a late stage, and thereby, applying a materially wider discount to the net asset value of the portfolio. In doing so, it has volunteered the following admission:

"We understand that the independent due diligence process undertaken by the Transaction Team led to findings in relation to overall market conditions and certain asset-specific findings, particularly in Spain and Portugal. The Transaction Team ultimately took the view that the price level must appropriately reflect prevailing market conditions and the identified findings."

The Board considers this statement to be of the utmost gravity. Aquila Capital has managed these assets for years; every asset in the portfolio was acquired from funds, finance vehicles or accounts managed or advised by Aquila Capital. It has prepared and endorsed the valuations on which it charges fees. The suggestion that Aquila Capital had no knowledge of material findings concerning those same assets, findings serious enough to drive a revised offer at a material discount to the published NAV, is a position the Board cannot accept.

The "Chinese wall" defence, advanced on the basis that Aquila Capital's investment advisory team and transaction team operate as separate functions and do not share information, is further undermined by the fact that Markus Wandt, a signatory to Aquila Capital's response letter as managing director, sits across both the investment advisory and transaction functions. In any event, the separation arrangements described do not absolve Aquila Capital of its disclosure obligations to the Company, its auditors, or its shareholders.

Formal Demand for Valuation Disclosure

The Board will write to Aquila Capital to request confirmation of the following:

1. What were the asset-specific findings in Spain and Portugal, and on what date did Aquila Capital, in any capacity, first form the view, or receive information suggesting, that the portfolio or any part of it might be worth materially less than the valuations it had prepared and endorsed?

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2. Were those findings material to the year-end valuations? If so, why were they not disclosed to the Board, the Company's auditors, or shareholders at that time?

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3. Does Aquila Capital confirm that those year-end valuations are fair, reasonable, and supportable, notwithstanding that its own revised offer implies a material discount to the same figures?

4. Given that the Company holds less than 100% of the equity in both Ourique and The Rock, the remainder being held in other funds managed by Aquila Capital, confirmation of the valuation applied to these assets in those other funds, and an explanation of any discrepancy.

Should Aquila Capital decline to provide these confirmations, or qualify them in any material respect, the Board will draw the necessary inference that Aquila Capital withheld information material to the Company's valuation, in breach of its duties as investment adviser. The Board will act accordingly, and will make any such refusal or qualification public.

Withholding of Investment Advisory Fees

Aquila Capital's annual advisory fee is calculated by reference to the Company's net asset value. The Board has resolved to withhold, on an ongoing basis, a proportion of that fee equal to the discount to net asset value implied by Aquila Capital's own revised acquisition proposal.

Aquila Capital cannot credibly advise on, and collect fees by reference to, a net asset value which it simultaneously contends, through its own offer price, to be materially overstated.

The Board further reserves the right to seek recovery of fees paid during any period in which it is demonstrated that Aquila Capital held information material to the Company's valuation that it failed to disclose.

Chairman's Statement

Robert Naylor, Chairman of Aquila European Renewables plc, commented:

"Aquila Capital's own letter has raised questions it cannot now avoid answering. By admitting that its transaction team identified material asset-specific findings in Spain and Portugal, Aquila Capital has, in effect, called into question the integrity of the very valuations on which it has been collecting fees. When did they know this? Why was it not disclosed to the Board, to the auditors, or to shareholders? These are not peripheral questions. They go to the heart of whether Aquila Capital has discharged its duties as investment adviser.

The Board's obligation is to shareholders, not to the commercial interests of our investment adviser. We will not continue paying fees assessed by reference to valuations whose integrity we are compelled to question. We will not accept the deflection of responsibility through assertions of internal separation that do not withstand scrutiny.

We require clear, unequivocal, written answers within five business days. If those answers are not forthcoming, or are qualified in any material respect, we will draw the obvious inference and act accordingly."

LEI: 213800UKH1TZIC9ZRP41

Enquiries:

www.aquila-european-renewables.com