Italian Wine Brands S p A : IWB - compliance certificate 2023

Compliance Certificate

To: Noteholders

From: Italian Wine Brands S.p.A.

Date: 22/05/2023

RE: Italian Wine Brands S.p.A Up to Euro 130,000,000 Senior Unsecured Fixed Rate Notes due 13

May 2027 (ISIN XS2331288212 - Common Code: 233128821) (the "Bond")

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 22/05/2023:

1. 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);
2. as at the Certified Date falling on 31 December 2022: (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
3. the Consolidated Net Leverage Ratio in respect of the Relevant Period ending on the Determination Date falling on 31 December 2022, is 3.94.

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 2022 are equal to:

1. Net Consolidated Financial Position of Operations of the Group: Eu/000 146.547.
2. Consolidated Adjusted EBITDA of the Group: Eu/000 37,177

Yours faithfully,

By: Alessandro Mutinelli

Italian Wine Brands Spa | www.italianwinebrands.it | [e-mail]

Sede legale Viale Abruzzi 94, 20131 Milano. T [phone]

Società per Azioni con c.s. di Euro 1.124.468,80

Registro Imprese Milano, Monza-Brianza, Lodi N 2053323 e P.IVA 08851780968